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March 23, 2009 Forum Report:

Professional Advice on Soliciting “Say on Pay” Votes



Forum Report


Professional Advice on Soliciting “Say on Pay” Votes

Two leading proxy solicitors are offering professional insights for corporate managers considering this year's test of “Say on Pay” voting:

    Rhonda L. Brauer, Georgeson's Senior Managing Director of Corporate Governance, has invited Forum participants to join an April 2, 2009 Georgeson-Cleary Gottleib webcast in which she will interview Bess Joffe, an Associate Director of Hermes Equity Ownership Services and a member of the Forum's Program Panel for “Say on Pay,” as well as review Professor Gordon's paper proposing variations of  “Say on Pay” and applications of the TIAA-CREF model of “Ten Questions.”  To register,

    Ronald M. Schneider, Director of BNY Mellon Shareowner Services, offers his advice about responding to “Say on Pay” in the article below, which has been posted on the Say on Pay 2009 clearinghouse web site in advance of its publication in the April issue of IR Magazine.  (As indicated in the Forum's March 5, 2009 report of the project's initiation, the Say on Pay 2009 clearinghouse is managed by the Corporate Secretary affiliate of IR Magazine.)

Your suggestions of other professional views that may be considered by decision-makers will be welcomed, and can be sent either to me or to SOP2009 mail for the Say on Pay 2009 clearinghouse.

           GL – March 23, 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.

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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.