The ARRA “Say on Pay” Mandate: What TARP Recipients Need to Know Now

February 25, 2009


Cleary Gottlieb and Georgeson Inc. hosted an interactive web seminar addressing the “Say on Pay” provisions for TARP recipients of the American Recovery and Reinvestment Act of 2009. The panel included David S. Drake, President, Georgeson Inc., Alan L. Beller, Cleary Gottlieb partner and former Director of the SEC’s Division of Corporation Finance, and Mary E. Alcock and Arthur H. Kohn, Cleary Gottlieb executive compensation counsel and partner.

The program addressed issues arising from the potential effectiveness of the mandatory “Say on Pay” provisions for TARP recipients included in the ARRA for the upcoming spring annual meeting season, and included topics such as:

  • What is the effective date of the new requirement?
  • Is it necessary to file preliminary proxy material?
  • What voting standards apply to the “Say on Pay” vote?
  • What must shareholders be asked to vote upon?
  • Would the vote be considered a “routine” matter for purposes of Rule 452 of the New York Stock Exchange?
  • Should a supporting statement be included in a company’s proxy statement, and, if so, who should make the supporting statement?
  • What investor outreach should companies be considering?
  • What are the consequences of an unfavorable outcome?

Audio-Only Presentation MP3 File

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