This was a notational vote.

By notational vote, the Board approved a Notice of Proposed Rulemaking on Incentive-based Compensation Arrangements.

A notational vote is an action by the Board of Directors taken without a meeting. The Executive Secretary distributes written materials to all members of the Board. Board members then vote or indicate their abstention in writing. The vote of the majority of the members of the Board on each item of business is the act of the Board, provided that a majority of members then in office vote or indicate their abstention on such item.

The following item was approved:

• Memorandum and resolution regarding Notice of Proposed Rulemaking on Incentive-based Compensation Arrangements

The following materials relate to this matter:

• Statement by Chairman Martin J. Gruenberg
• Statement by Vice Chairman Travis Hill
• Statement by Michael J. Hsu, Acting Comptroller of the Currency
• Press Release
• Financial Institution Letter

Votes