The Shareholder ForumTM


"Say on Pay" Proposals

Forum Home Page

"Say on Pay" Home Page

Program Reference



November 10, 2008 Forum Report:

Two Panel Discussions of “Say on Pay” Views



Forum Report


Two Panel Discussions of “Say on Pay” Views


            For those of you interested in hearing more views of governance experts on the theory of “Say on Pay,” information is copied below about two panel presentations.


The first is offered by RiskMetrics-ISS as a “debate” to be webcast on Wednesday.  The second, for people in the New York area, is a Thursday breakfast hosted by the Drum Major Institute for Public Policy to address social interests in executive compensation issues.  Links are provided below to the web sites of both hosts, and for registering.


Both of these programs include speakers who can provide useful perspectives on political and public support for “Say on Pay,” including in each a management representative of a troubled company.  These viewpoints may provide some of the diversity that had been suggested at the Forum’s October meeting, as a foundation for our attention to the development of practical processes.


           GL – November 10, 2008


Gary Lutin

Lutin & Company

575 Madison Avenue, 10th Floor

New York, New York 10022

Tel: 212-605-0335





From RiskMetrics web site


Governance Exchange Webcast - What's Next on Say on Pay?

November 12, 2008 - 1:00 PM EST

The debate on Say on Pay votes at U.S. companies continues unresolved. Support for the concept this year by investors voting on shareholder proposals requesting Say on Pay stayed about even with 2007, including majority votes at 10 companies. So far, 11 firms (including RiskMetrics Group) have or will put management resolutions seeking an advisory vote on pay on their ballots, but it appears that the item won't become widespread until Congress acts. Speakers will discuss the likelihood and impact of such legislation, as well as debate the effectiveness of Say on Pay votes in addressing perceived problems with U.S. executives' compensation.


  • Richard Ferlauto Director, Corporate Governance and Pension Investment, American Federation of State, County and Municipal Employees (AFSCME)
  • Charles G. Tharp, Executive Vice President for Policy, the Center On Executive Compensation
  • Christianna Wood, Chief Executive Officer of Capital Z Asset Management, the largest dedicated sponsor of hedge funds; and board member of H&R Block

Moderator: Carol Bowie of RiskMetrics' Governance Institute

Register or login for access.




From DMI web site




Giving Shareholders a 'Say on Pay' with Blockbuster Inc. Chairman & CEO James Keyes

Join us on Thursday, November 13, 2008 as the Drum Major Institute for Public Policy hosts the latest installment of our 'Marketplace of Ideas' series featuring James Keyes, CEO of Blockbuster Inc.

As compensation for top corporate managers has skyrocketed, even executives who mismanage their companies or demonstrate mediocre performance often receive lavish pay. Blockbuster Inc., led by CEO James Keyes, is at the forefront of efforts to provide greater accountability to shareholders. In March 2008, Blockbuster’s Board of Directors voted to grant shareholders an annual non-binding vote on executive compensation. Beginning in 2009, shareholders will directly advise the board on whether they approve of the pay levels of the company’s top executives. A majority of Blockbuster shareholders, headed by the New York City Employees Retirement System, first called for a ‘say on pay’ in 2007. In Britain, laws requiring say on pay have been credited with reining in exorbitant CEO retirement packages. A small number of other U.S. companies, including AFLAC and Verizon, have also adopted the reform.

THURSDAY, NOVEMBER 13, 2008 8:00-10:00am

The Harvard Club
35 West 44th Street
(Between 5th & 6th Avenues)
New York, NY 10036
light breakfast will be served

Space is limited. RSVP and registration are required. Admission is free.

Please RSVP by email to: or by phone to 646.274.5700

Chairman & CEO
Blockbuster Inc.

Speakers include:

New York City Comptroller

Senior Vice President
Walden Asset Management

Assistant Director
SEIU Capital Stewardship Program

Moderated by
Executive Director
Drum Major Institute for Public Policy

The Drum Major Institute for Public Policy is a non-profit, non-partisan organization generating the ideas that fuel the progressive movement. For more information, please visit:

Please join the Drum Major Institute for Public Policy in the latest installment of this series highlighting policymakers who successfully put progressive values into practice.





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.