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"Say on Pay" Proposals

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March 2, 2009 Forum Report:

Reference Resource for “Say on Pay” Resolutions


For background on SEC requirements for "Say on Pay" voting in 2009, see

For a subsequent report of the "reference resource" project's initiation, see



Forum Report


Reference Resource for “Say on Pay” Resolutions


            To accommodate the interests of Forum participants in orderly, constructive applications of “Say on Pay” – not only for the hundreds of companies that must immediately comply with last week’s SEC requirement for voting this year, but for everyone concerned with standards that might influence practices next year and beyond – we've initiated a special project to establish a professional reference resource for examples of resolution forms, expert views, decision-maker comments, and other relevant information.


All the information will be posted on a publicly open web site, free of charge, according to the usual Forum policies.  A link to the project will be presented on the main web site page of the Forum’s “Say on Pay” program as soon as it’s ready, probably within two or three days.


Recognizing the importance of including a full range of marketplace views – from corporate managers and professionals as well as from the investors who will be voting on the resolutions – your suggestions will be appreciated to guide our plans for this project.  We will of course also welcome your suggestions of specific resolution forms and other information to be posted.


           GL – March 2, 2009


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.

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.