"Say on Pay" II: An Investor's Perspective on Engaging Companies

April 02, 2009


Overview


Discover what has worked and what has not worked in the U.K., where “say-on-pay” votes have become common over the past few years.

Georgeson Inc. and Cleary Gottlieb hosted our second interactive web seminar addressing the “say-on-pay” votes for TARP recipients of the American Recovery and Reinvestment Act of 2009, as well as other U.S. public companies.

The one-hour program included a panel with Rhonda L. Brauer, Senior Vice President – Corporate Governance, Georgeson, and Mary E. Alcock, Cleary Gottlieb executive compensation Counsel, and special guest Bess Joffe, Associate Director of Hermes Equity Ownership Services Ltd., which is owned by the U.K.’s largest pension fund, the British Telecom Pension Scheme.

The panel discussed topics such as:

  • What should U.S. companies that are facing “say-on-pay” votes, this year, be doing right now to engage their shareholders?
  • What types of company-shareholder engagements have been successful and unsuccessful?
  • With whom do shareholders most want to engage on executive compensation issues?
  • How do shareholders decide how to vote on “say-on-pay” resolutions?
  • What significant differences can be expected from the U.K. versus the U.S. experience with “say-on-pay”?
  • What should U.S. companies be thinking about now and in the off-season, for a “say-on-pay” resolution that will be submitted to shareholders, either voluntarily or involuntarily, in 2010?
  • What are some of the legal and strategic proxy solicitation issues raised by shareholder preferences for company engagement on “say-on-pay”?

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