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Note: Intel was one of the companies that provided invited leadership support of the Shareholder Forum's public interest programs addressing standards for "Electronic Participation in Shareholder Meetings" and for "Say on Pay," and was represented on both of the guiding Program Panels by its Vice President, Legal and Corporate Affairs and Corporate Secretary, Cary I. Klafter, who is quoted in the article below.

Stephen M. Davis of Yale’s Millstein Center for Corporate Governance, also quoted below, had been invited in March 2007 by the Forum as part of its "Advisory Voting" project to prepare a paper that ultimately provided a foundation for "Say on Pay" advocacy, and had submitted a paper for Forum participant comment in June 2008 that initially focused investment community attention on the growing separation of communication responsibilities for investor interests in governance and valuation.

Corporate Secretary, February 7, 2011 article

Corporate Secretary


Say-on-pay votes: How to secure shareholder support

Gaining shareholder support is not always an easy deal but some companies are one step ahead.

Interested in improving your company’s chances of securing shareholder say-on-pay support? Model your investor communications programs after your customer relations practices. That’s according to Gary Lutin, chair of the Shareholder Forum, an independent moderator of investor/executive exchanges.

‘A company that’s publicly traded likely has won customers’ business by delivering a cohesive marketing message,’ Lutin explains. ‘You need to do the same thing with investors, coordinating the messages of the people charged with responding to investors’ questions about both voting and valuation issues.’

Integrating the communications of executives who
focus on governance and the ones who devote their time to buy-sell issues might seem like a no-brainer. But people familiar with shareholder relations dynamics report that, within both companies and investor organizations, voting and valuation concerns are often treated as wholly separate from one another.

‘That’s not usually a good thing, but it’s a fact of life,’ says Stephen Davis, a senior fellow at Yale University School of Management’s Millstein Center for Corporate Governance and Performance.

It doesn’t have to be. At
Intel, for example, the four departments that engage stockholders consistently – the investor relations group, the corporate secretary, the legal department and the social responsibility group – stay in constant communication with each other, according to Cary Klafter, Intel’s corporate secretary.

Klafter says that, while Intel’s investor relations team almost always visits investors ‘with regard to finance-related topics’, the in-house legal department nevertheless ‘wouldn’t think of doing something involving executive compensation without involving it.’

‘The investor relations team needs to be prepared and understand what our positions are,’ Klafter explains. ‘It’s possible corporate governance issues will arise in the course of its meetings.’

The in-house legal department and social responsibility team are likewise involved in Intel’s quarterly earnings review, though most of the questions fielded on the analysts’ call concern revenue, gross margin and product development.

At each of its last two annual shareholder meetings, Intel conducted say-on-pay votes voluntarily. More than 90 percent of the company’s shareholders approved the company’s executive compensation plan each time.

Intel’s 2011 shareholder meeting is scheduled for May.


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This Forum program is open, free of charge, to anyone concerned with investor interests in the development of standards for conducting shareholder meetings with electronic participation. 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 encouraged by Walden Asset Management, and is proceeding with the invited leadership support of Broadridge Financial Solutions, Inc. and Intel Corporation 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 leadership relating to the issues being addressed.

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Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.