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"Say on Pay" Proposals

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Program Reference



Agenda for December 4, 2008 Meeting


See also

December 9, 2008 Forum Report

Projects Discussed at Second Open Meeting




Second Open Meeting

Shareholder Forum for Reconsidering “Say on Pay”



Thursday, December 4, 2008


3:00pm to 5:00pm


Four Seasons Hotel, Salon Suite

57 East 57th Street (between Madison and Park Avenues)

New York, New York 10022


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

To Be Decided: How to Make Good Use of Voting

Assuming a high probability of legislative action mandating shareholder advisory voting on executive compensation, this Forum meeting will focus on projects to develop the new information resources and communication processes that will be required to support responsible investor decision-making.




Open issues from previous meeting

§  Discussion of Gordon-Nowak views


Asking questions instead of applying standard rules

§  Review of TIAA-CREF “Ten Questions” model

§  Discussion of investor and corporate adaptations


Information needed by investors

§  Workshop report on marketplace defined, communal database

§  Workshop report on investor “research exchange”


Shareholder surveys

§  Review of Schering-Plough model and other examples

§  Discussion of requirements for effective corporate and investor use


Definition of continuing project objectives


Additional information about this Forum program, including its purposes and Conditions of Participation, can be found posted on its web site:

Gary Lutin, Chairman

Program Panel:

Douglas K. Chia, Johnson & Johnson

Hye-Won Choi, TIAA-CREF

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


December 4, 2008 (revised)

[*] 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.