On July 8, 2011, the Securities and Exchange Commission (SEC) issued several Compliance & Disclosure Interpretations (C&DIs) applicable to say on pay (SOP) and say when on pay (SWOP) proposals. In summary, the SEC guidance indicates:
- When reporting the voting results pursuant to Item 5.07(b), they are not required to state the number of broker non-votes with respect to SWOP proposals. However, a company can disclose the number of broker non-votes if it believes it would be useful to investors. (Question 121A.03), and
- Companies may disclose their decision as to the frequency of SOP proposals in a periodic report (Form 10-Q or Form 10-K) instead of in a Form 8-K (Question 121A.04).