NYC Bar: Say On Pay - Planning & Tactics for 2013

NYC Bar: Say On Pay – Planning & Tactics for 2013

January 3 2013

January 15, 2013
New York, NY
SH&P Speaker: Steven Hall


Say On Pay: Planning & Tactics for 2013


With universal say on pay votes now a familiar part of the annual meeting/compensation calendar,
companies are internalizing the lessons of the past few years, analyzing recent developments, and
planning for 2013. Our experienced panel of practitioners – from the institutional investor, proxy
advisory, compensation consulting and corporate governance fields – will share their perspectives and
real-world experiences as they look at:

  • Best and emerging practices for CD&A’s; including new required disclosures, the form and content of executive summaries, and the pros and cons of including supplementary disclosures around realized pay/realizable pay;
  • why peer group selection became a hot topic during 2012, and what companies should be taking into account when planning their peer groups for 2013;
  • the metrics and screens that institutional investors and proxy advisory services used in determining the link between pay and performance in 2012 and possible changes for 2013;
  • now that their two-year exemption has expired, how smaller reporting companies should prepare themselves for their first time through the say on pay gauntlet;
  • Recent litigation developments, including “old style”derivative actions relating to lost say on pay votes, and “new style” class actions seeking to enjoin say on pay and other compensation/plan votes on the basis of inadequate proxy disclosures;
  • how say on pay is fostering increased company/investor dialog – and the do’s and don’ts of crafting an effective shareholder outreach/engagement program; and
  • whether say on pay continues on track to turn into “pay as I say” as some companies feel increasingly forced to craft compensation policies and practices that “toe the line” set by proxy advisory firms.