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March 31, 2009 Forum Report:

TIAA-CREF Hosting Panel on 2009 Test of “Say on Pay”



Forum Report


TIAA-CREF Hosting Panel on 2009 Test of “Say on Pay”


            TIAA-CREF[*] has asked me to inform Forum participants of a program they’re hosting and co-sponsoring with the New York Chapter of the National Association of Corporate Directors (NACD) next Thursday, April 9, to present an exchange of corporate and investor views regarding this year’s practical testing of “Say on Pay.”


A copy of TIAA-CREF’s preliminary invitation is copied below.  They expect to be announcing panel members during the next few days.


           GL – March 31, 2009


Gary Lutin

Lutin & Company

575 Madison Avenue, 10th Floor

New York, New York 10022

Tel: 212-605-0335



[*] TIAA-CREF is represented on the Forum’s Program Panel for “Say on Pay.”






Working Towards Creating a Productive Framework (and a Common Language) Around Casting and Interpreting “Say on Pay” Votes:  A Dialogue Among Institutional Investors, Company Management and Corporate Directors


Host:               TIAA-CREF, 730 Third Avenue, NY, NY, Wharton Auditorium (between 45th & 46th Streets)


Sponsors:        TIAA-CREF, NACD-NY Chapter


Cost:               $40 per person for NACD-NY and CII members, $75 per person otherwise

                        Lunch will be served


Date:               Thursday April 9th, 2009


Schedule:        10:00 AM – 1:30 PM – Following a welcome address, two panels (one before lunch and one following it) will attempt to tackle the questions below.


Registration:  Please visit the following website:


Conference Overview:


Since the concept of a U.S. advisory vote was introduced, its appropriateness, merits, value and purpose have been debated by boards of directors, company management and investors.  Congressional action over the last several weeks has pushed this concept from theory to action.  Between required votes at TARP recipients, and voluntary company adoptions, we expect there to be upwards of 300 advisory votes offered by management in the coming months. 

It is now time for the discussion to turn to how an advisory vote can be a constructive tool for the business and investment communities.  This session is meant to be a starting point for a rational, coherent, above-the-fray dialogue on the topic, among investors, directors and management.  One goal is to soften the rhetoric that has erupted over executive compensation, in search of common ground.  We do not expect to answer all the questions, and may likely leave with more questions than we started with.  However, we believe that open and frank dialogue is the best way to ensure we extract the most value from the significant resources that will be committed to this vote by the governance community. 


Selection of Questions to be Addressed:


·        How are institutional investors going to determine their votes?

·        How important are the quality of disclosure, the size of the pay numbers, the type and mix of pay vehicles, and other factors?

·        How should directors and management interpret an Against vote?

·        Will institutional investors’ approaches to Say on Pay be different next year, assuming mandated, or broader, adoption?  If so, how?

·        What are the ten or so items of information that institutional investors deem most important in making their “Say on Pay” voting determinations?  Should companies seek to provide additional and/or reformatted information to assist in this regard?

·        What does “pay for performance” really mean in the current environment?  What pay vehicles are best suited to delivering it?

·        Have certain compensation policies and practices become virtually “toxic” in the current eyes of today’s shareholders?  What limitations should directors be mindful of when setting compensation?

·        What are institutional investors expecting in terms of management and director engagement with them prior to plan adoption/vote on pay?

·        Should investors be expected to follow-up an Against vote with engagement?






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.