Alert October 26, 2010

SEC Proposes Rule Requiring Institutional Investment Managers to Report Proxy Voting on Executive Compensation Matters

The SEC proposed rule and form amendments under the Securities Exchange Act of 1934 (the “1934 Act”) and the Investment Company Act of 1940 that would require an institutional investment manager subject to Section 13(f) of the 1934 Act to make an annual filing with the SEC providing information on how it voted proxies relating to the executive compensation matters that issuers are required to present to their shareholders under the Dodd-Frank Wall Street Reform and Consumer Protection Act (as discussed above in “SEC Proposes Say-on-Pay Rules”).  A future issue of the Alert will discuss this development in greater depth.