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October 14, 2008 Forum Report:

Views of a “Say on Pay” Advocate


For subsequently published versions of the paper referenced below, see



Forum Report

Views of a “Say on Pay” Advocate

A member of the Shareholder Forum’s Policy Review Board, Keith Johnson, has prepared the following presentation of his views as an advocate of “Say on Pay” for submission to Forum participants in advance of this afternoon’s open meeting:

·   October 14, 2008, Keith L. Johnson, Reinhart Institutional Investor Services and Shareholder Forum Policy Review Board: "Shareholder Say on Pay – Ten Points of Confusion" (6 pages, 41 KB, in PDF format)

It should be emphasized, though, that the agenda for this afternoon’s meeting remains unchanged, focusing on these practical questions about how “Say on Pay” might benefit investors rather than on arguments for or against it:

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?

            Those of you who are attending the meeting will of course have an opportunity to discuss Mr. Johnson’s views with him, either during the open meeting if we can set aside some time or afterward.

           GL – October 14, 2008


Gary Lutin

Lutin & Company

575 Madison Avenue, 10th Floor

New York, New York 10022

Tel: 212-605-0335






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.

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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.