Shareholder Vote on Executive Compensation Act - Amends the Securities Exchange Act of 1934 to require a proxy, consent, or authorization for a shareholder meeting occurring on or after January 1, 2009, to permit a separate shareholder vote to approve executive compensation.
States that such shareholder vote shall not be binding on the board of directors, nor construed: (1) as overruling a board decision; (2) to create or imply additional fiduciary duty by such board; and (3) to restrict or limit shareholder ability to make proposals for inclusion in proxy materials related to executive compensation.
Requires proxy solicitation material for a shareholder meeting occurring on or after January 1, 2009, concerning disposition of substantially all of an issuer's assets, to disclose compensation agreements or understandings with the principal executive officers of either the issuer or acquiring issuer regarding any type of (golden parachute) compensation which: (1) relates to such disposition; and (2) has not been subject to a shareholder vote.
Provides that proxy solicitation material containing such executive compensation disclosures shall require a separate shareholder vote to approve such agreements or understandings.
States that such shareholder vote shall not be binding on the board of directors, nor construed: (1) as overruling a board decision; (2) to create or imply additional fiduciary duty by such board; and (3) to constrain shareholder ability to make proposals for inclusion in proxy materials related to executive compensation.