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July 14, 2009 Forum Report:

Foundations for Implementation of “Say on Pay” Processes



Forum Report: “Say on Pay”


Foundations for Implementation of “Say on Pay” Processes

Tim Smith,[1] who chairs the “Say on Pay 2009” Focus section for “Say on Pay Advocates,” has submitted the following comment letter to the SEC regarding its proposed regulations for TARP recipient implementation of “Say on Pay:[2]

You will see that Mr. Smith focuses on the relevance of the proposed TARP recipient rules as a precedent for expected broader applications of advisory voting, emphasizing the importance of defining the process as a foundation for more effective shareholder communications.  This communication objective is clearly shared by a wide range of Forum participants with otherwise differing views about advisory voting, and is expected to be the uniting purpose of a Forum project addressing the proposed rules.

Anyone interested in the development of a practical foundation for communications is encouraged  to help us develop Forum plans for this project.

GL – July 14, 2009


Gary Lutin

Lutin & Company

575 Madison Avenue, 10th Floor

New York, New York 10022

Tel: 212-605-0335



[1] Mr. Smith is Senior vice president and director of socially responsive investment at Walden Asset Management, and was a founding leader of the “Working Group” organized in 2007 to advocate “Say on Pay.”

[2] The letter should be posted soon on the SEC web site for comments.





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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