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Georgeson Inc. and Clearly Gottlieb Steen & Hamilton LLP, April 2, 2009 web seminar


Web Seminar: "Say-on-Pay" II:
An Investor's Perspective on Engaging Companies

Thursday, April 2, 2009

12:00 PM EDT | 11:00 AM CDT | 10:00 AM MDT | 9:00 AM PDT


Discover what has worked and what has not worked in the UK, where “say-on-pay” votes have become common over the past few years.

Georgeson Inc. and Cleary Gottlieb Steen & Hamilton LLP invite you to participate in our upcoming second interactive web seminar addressing the "say-on-pay" votes for TARP recipients of the American Recovery and Reinvestment Act of 2009, as well as other U.S. public companies.
The one-hour program will include a panel with Rhonda L. Brauer, Senior Vice President – Corporate Governance, Georgeson, and Mary E. Alcock, Cleary Gottlieb executive compensation Counsel, and special guest Bess Joffe, Associate Director of Hermes Equity Ownership Services Ltd., which is owned by the UK’s largest pension fund, the British Telecom Pension Scheme.
The panel will discuss topics such as:

  • What should US companies that are facing “say-on-pay” votes, this year, be doing right now to engage their shareholders?
  • What types of company-shareholder engagements have been successful and unsuccessful?
  • With whom do shareholders most want to engage on executive compensation issues?
  • How do shareholders decide how to vote on “say-on-pay” resolutions?
  • What significant differences can be expected from the UK versus the US experience with “say-on-pay”?
  • What should US companies be thinking about now and in the off-season, for a “say-on-pay” resolution that will be submitted to shareholders, either voluntarily or involuntarily, in 2010?
  • What are some of the legal and strategic proxy solicitation issues raised by shareholder preferences for company engagement on “say-on-pay”?


Georgeson Inc. — Georgeson, a Computershare company, is the world’s leading provider of strategic proxy and corporate governance advisory services to corporations and shareholder groups working to influence corporate strategy. For over half a century, Georgeson has specialized in complex solicitations such as hostile and friendly acquisitions, proxy contests and takeover defenses. For more information, visit

Clearly Gottlieb Steen & Hamilton LLP — Founded in 1946 by lawyers committed to legal excellence, internationalism and diversity, Cleary Gottlieb Steen & Hamilton LLP is a leading international law firm with approximately 1100 lawyers around the world.  Cleary Gottlieb has offices in New York, Washington, D.C., Paris, Brussels, London, Moscow, Frankfurt, Cologne, Rome, Milan, Hong Kong and Beijing.  For more information, visit




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.