The House of Representatives is scheduled to vote today on legislation that would require U.S. companies to hold annual advisory votes on executive compensation. However, the version of the bill that was passed by the House Financial Services Committee this week includes a notable change that hasn't gotten much attention.
The bill no longer has a Dec. 15, 2009, deadline for companies to start holding advisory votes. The legislation now directs the Securities and Exchange Commission to issue final rules within six months of the date of enactment; the pay vote requirement would apply to all shareholder meetings held more than six months after final rules are released. Assuming the bill is not enacted until at least September and the SEC permits a 60-day comment period before finalizing rules, it appears that most companies with spring 2010 meetings will not be required to conduct advisory votes.
Some institutional investors, such as the United Brotherhood of Carpenters, have complained about the potential burden of analyzing the compensation practices of thousands of companies every year. Assuming that the Dec. 15 deadline is not restored later in the legislative process, both companies and investors will have more time to prepare for marketwide "say on pay" votes.