Reminder: Reporting Your “Say-on-Frequency” Decision
Client Memorandum

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Deadlines for calendar-year companies are rapidly approaching

Many companies were required to include “say-on-frequency” proposals in their 2017 annual meeting proxies. Under a say-on-frequency proposal, shareholders vote on an advisory basis whether they prefer a “say-on-pay” vote each year, every two years or every three years. This year, boards typically recommended and shareholders typically advised annual say-on-pay votes. After the advisory vote, the company must make and report its decision for the next six years regarding say-on-pay voting frequency.

In the annual meeting Form 8-K filed within four business days of the meeting, the company is required to report shareholder voting results on the say-on-frequency proposal. Either in the same Form 8-K, or in a subsequently filed Form 8-K/A, the company is required to report its decision in light of the shareholder advisory vote about how frequently say-on-pay votes will be held over the next six years.