New Item 5.07(d) to Form 8-K requires issuers to disclose the company’s decision as to how frequently the company will include a shareholder vote on the compensation of executives in the issuer’s proxy materials until the next required vote on the frequency of shareholder votes on the compensation of executives. The disclosures must be made no later than 150 calendar days after the end of the annual or other meeting of shareholders at which shareholders voted on the frequency of shareholder votes on the compensation of executives, but in no event later than 60 calendar days prior to the deadline for submission of shareholder proposals under Rule14a-8, as disclosed in the issuer’s most recent proxy statement.
The required Form 8-K/As are beginning to be filed by issuers who did not report the determination in connection with the Form 8-K filed to disclose the voting results. Examples are as follows:
Citizens Community Bancorp Inc.
In accordance with the stockholder voting results, in which every “Three Years” received the highest number of votes cast on the frequency proposal, and the Board of Directors’ recommendation in the Proxy Statement for the 2011 Annual Meeting, the Company’s Board of Directors has determined that future stockholder advisory (non-binding) votes on executive compensation will occur every three years. Accordingly, the next stockholder advisory (non-binding) vote on executive compensation will be held at the Company’s 2014 Annual Meeting of Stockholders. The next required stockholder advisory (non-binding) vote regarding the frequency interval will be held in six years at the Company’s 2017 Annual Meeting of Stockholders.
Laclede Group Inc.
In light of the voting results with respect to the interval at which to seek shareholders’ approval of the compensation of the named executive officers, the Company’s Board of Directors determined at its March 31, 2011 meeting that the Company will submit the advisory vote on the compensation of named executive officers every three years until the next required advisory vote on the interval of shareholder votes on compensation of executives. The next required vote on the interval will be in six years.
Johnson Controls Inc.
As previously reported, in an advisory vote on the frequency of the advisory vote on the compensation of our named executive officers held at the Annual Meeting of Shareholders of the Company on January 26, 2011, 314,207,536 shares voted for one year, 10,009,602 shares voted for two years, 211,952,191 shares voted for three years, and there were 62,828,788 broker non-votes.
SEC regulations state that the Company must hold these votes on frequency at least once every six years. In light of these voting results and other factors, the Company’s Board of Directors, at its March 23, 2011 meeting, decided that the Company will hold an annual advisory vote on the compensation of our named executive officers. The Company will continue to hold annual advisory votes until the Company’s Board of Directors decides to hold the next shareholder advisory vote on the frequency of advisory votes.
Mueller Water Products, Inc.
In light of the voting results concerning the frequency with which stockholders will be provided an advisory vote on executive compensation that were delivered at the Company’s 2011 annual meeting of stockholders, the Company’s board of directors has determined that the Company will hold an annual advisory vote on executive compensation until the next required vote on the frequency of stockholder votes on executive compensation. The Company is required to hold votes on frequency every six years.
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