For issues addressed by two members of the meeting's second panel ("Say on Pay - How Can We Make it Work?"), see

• July 23, 2009 Forum Report: Inviting Comments on Activist Concerns about “Say on Pay” (Views of Edward J. Durkin)

• January 9, 2009 Forum Report (updated January 19, 2009): Inviting Comment on Gordon Proposal of Shareholder “Opt-In” Right to “Say on Pay”

Say on Pay: Where We Are and How Do We Make it Work?

TIAA-CREF and the National Association of Corporate Directors, NY Chapter, are jointly hosting a program entitled Say on Pay: Where We Are, and How Do We Make it Work? on October 21, 2009 from 10am until 2pm at TIAA-CREF's headquarters in New York City. This follows up on our successful April 2009 conference, The Say on Pay Advisory Vote is Here, Now What?

Our concept is to provide a forum for the various groups in the Say on Pay debate to conduct a rational, coherent, above-the-fray dialogue on the purpose, value, merits, challenges and mechanics of Say on Pay advisory votes. By fostering a constructive dialog among investors, board directors and company management, we hope to assist each group to understand the viewpoints of the other constituencies in the debate, and to consider how an advisory vote can be a constructive tool for both the investment and business communities. One goal is to soften the rhetoric that has erupted over executive compensation, in search of common ground. This is especially timely as we examine and reflect on the results of the 2009 proxy season, while at the same time consider important emerging developments in the area, including pending federal legislation.

We do not expect all the questions to be answered, and may likely leave with more questions than we started with. However, we strongly believe that open and frank dialogue is the best way to ensure we extract the most value from the significant resources that are being committed around the "Say on Pay" vote by the governance community.