The Dodd-Frank Act provides that a shareholder say-on-pay vote does not overrule a decision by a board or crate or imply any additional fiduciary duties to rescind or otherwise respond to such a vote.
law, which Dodd-Frank expressly declined to alter, authorizes directors, not
shareholders, to set executive pay, said the court, declining to hold that an
adverse say-on-pay vote alone would be enough to rebut the presumed protections
of the business judgment rule.
Finally, the court noted that an additional reason for rejecting the shareholder’s claim was that the result of an advisory shareholder vote on pay cannot rebut the business judgment rule because it occurred after the board had approved the 2010 executive compensation.
law forbids using events after the challenged action to second guess a board’s