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"Say on Pay" Proposals

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Program Reference



Agenda for October 14, 2008 Meeting



For background information on issues presented for consideration and a summary of the meeting discussions, see



First Open Meeting

of the

Shareholder Forum for Reconsidering “Say on Pay”



Tuesday, October 14, 2008


3:00pm to 5:00pm


The World Room

School of Journalism Building, 3rd Floor

Columbia University, 116th Street and Broadway

New York, New York 10027 (see map)


Reservations required,* 30 places to be allocated for diverse representation of marketplace constituencies

To Be Decided: What Will Benefit Investors

1. What do investors expect “Say on Pay” to do for them, or for the marketplace?

2.  How can “Say on Pay” processes be developed to support successful enterprise management?

3. What information will be needed for investors to make effective use of “Say on Pay” communication and voting opportunities?


I.          Presentations and discussions of reports

·    Jeffrey N. Gordon, Columbia Law School: research and draft paper on the applications to the US marketplace of UK experience with advisory voting

·    Eric Nowak, Swiss Finance Institute and University of Lugano: observations of the European Group for Investor Protection (egip) on investor and regulatory reactions to executive compensation issues

II.       Consideration of issues, including Program Panel and workshop observations

·    Objectives of investors

·    Information required from corporate and research sources

III.    Issues to be addressed in continuing projects


For additional information about this program, see:

Gary Lutin, Chairman

Program Panel

The following members are expected to participate in the meeting:

Douglas K. Chia, Johnson & Johnson

Bess Joffe, Hermes EOS       

Cornish F. Hitchcock, Hitchcock Law Firm and Amalgamated Bank

Cary I. Klafter, Intel Corporation      

Louis M. Thompson, Jr., Kalorama Partners

Richard V. Smith, Sibson Consulting  

John C. Wilcox, Sodali Ltd. and TIAA-CREF


September 18, 2008

* Address reservation requests to




This Forum program is open, free of charge, to anyone concerned with investor interests relating to shareholder advisory voting on executive compensation, referred to by activists as "Say on Pay." As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

The organization of this Forum program was supported by Sibson Consulting to address issues relevant to broad public interests in marketplace practices, rather than investor decisions relating to only a single company. The Forum may therefore invite program support of several companies that can provide both expertise and examples of performance leadership relating to the issues being addressed.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.