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Conference Material Site sponsored by Ipreo  
Why Now?
Companies need to know what their investors are thinking BEFORE they receive their "final grade" in the form of the annual meeting votes. They need to know the informational needs of investors. They also say they want to minimize the impact and influence of proxy advisors over the process. While there are no silver bullets to achieving these goals, companies are increasingly stepping up their investor engagement efforts, and using the intelligence gained to guide them in improving the content and clarity of their proxy and other disclosures.
Session Material
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Year Two of Say on Pay: Investors Had Great Expectations, Did Issuers Meet Them?*
Tue - Jun, 5 | 3:30 pm - 4:45 pm
Location: 6B (Convention Center Level 6)
Category: Regulations and Governance | Secondary Category: IR Marketing/Outreach

2011 was the first year most companies provided shareholders with Dodd-Frank required Say on Pay proposals. While only approximately 40 companies received failing votes, 600 additional companies experienced 20% or higher opposition. This broader group may face enhanced scrutiny in 2012 and beyond.

IROs are playing a significant role in this effort, often collaborating with the corporate secretary and others in 1) investor engagement efforts to ascertain investors' governance and proxy voting hot button issues, and 2) in improving their companies' proxy messaging and related disclosures. Here, some are contributing to creative re-designs of proxy materials, as well as efforts to re-engage with their retail investors. For many IROs, this represented "more work," but may also have gained them "seats at additional tables," including important visibility to the Board.

In this cross-functional panel, an IRO, a corporate secretary, a leading institutional investor and a proxy advisor will discuss the landscape and what best practices are emerging.

Moderator/Lead Speaker:
Ron Schneider, Senior Vice President
Phoenix Advisory Partners

Kenneth A. Bertsch, President & Chief Executive Officer
Society of Corporate Secretaries & Governance Professionals

Robert McCormick, Chief Policy Officer

Jim Ryan, Director, Investor Relations
Curtiss-Wright Corporation

Robert Zivnuska, Director, Corporate Governance and Responsible Investment
    Learning Objectives:
  • Attendees will learn how to enhance their company's governance profile and perception, including collaborating with key constituencies, such as the corporate secretary and compensation committee of the board
  • Attendees will learn best practices in investor engagement as well as superior messaging, which will permit them to apply these as appropriate at their companies
  • Attendees will learn how to avoid common compensation and disclosure pitfalls which can result in sub-optimal Say on Pay and even Director election votes, thus helping their companies mitigate negative publicity and related risk
* Draft description as of 6/28 3:51 pm, subject to change

Contact Tammy Dang ( with session inquiries.