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Dodd-Frank adds a new section 14A to the Securities Exchange Act of 1934 ("Exchange Act") related to executive compensation. It provides that a proxy for a meeting of shareholders for which Securities and Exchange Commission ("Commission") proxy rules require compensation disclosure1 must include, not less frequently than once every three years, a resolution subject to shareholder vote to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation S-K.
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