In the wake of the Financial Crisis of 2008, Congress adopted the Frank-Dodd bill. Section 951 of Frank-Dodd requires regular votes by shareholders to approve executive compensation. Note that the structure and effect of the vote are sensitive to the 14a-8 process and comport with what one might expect of other shareholder proposals. When approving the "say on pay" votes, Congress was sensitive to the traditional preeminance of the state corporate law. Consequently, "say on pay" votes are precatory in nature.
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