Program Reference

Program Activities

News Reports

General Reference Material

For results of mandated "Say on Pay" voting starting in 2011, see

Shareholder Support Rankings

graphs of votes in support of executive compensation for Russell 3000 companies

Program Activities

• June 25, 2018 Forum Report: 2018 Enhancements of “Shareholder Support Rankings” Voting Graphs

• December 3, 2010 Forum Report: Comments on Frequency of "Say on Pay" Voting

• October 20, 2010 Forum Report: Responding to Investor Information Requirements

• February 17, 2010 Forum Report: Progress of 2010 “Say on Pay” Projects

• December 14, 2009 Forum Report: Survey of Investor Voting Criteria for Compensation Issues, also available in print form (8 pages, 110 KB, in PDF format); see also related October 6, 2010 Forum Report: Survey of Investor Communication Priorities for Voting Decisions

• December 3, 2009 Forum Report: Offering Your Ranking of Criteria for Voting on Pay by December 9, 2009

• November 12, 2009 Forum Report: Inviting Views of Information Needed to Vote on Pay

• September 24, 2009 Forum Report: Preliminary Agenda for October 21, 2009 Meeting; see also Agenda for October 21, 2009 Meeting

• September 17, 2009 Forum Report: Plans for Projects and October 21 Meeting

• September 3, 2009 Forum Report: Status of Proposed "Triennial" Voting Alternative

• August 13, 2009 Forum Report: Plans for Next Phase of “Say on Pay” Program: Reality

• July 23, 2009 Forum Report: Inviting Comments on Activist Concerns about “Say on Pay” (Views of Edward J. Durkin); see also December 3, 2010 Forum Report: Comments on Frequency of "Say on Pay" Voting

  • Timothy Smith, October 5, 2009 comments

  • Microsoft Corporation, September 18, 2009 statement

• July 14, 2009 Forum Report: Foundations for Implementation of "Say on Pay" Processes

• July 8, 2009 Forum Report: Defining the New Rules for Shareholder Communication

• April 22, 2009 Forum Report: Views of Responsibility for Investor Communications (Comments of Leonard Rosenthal)

  • Jon Lukomnik, April 22, 2009 comments

• April 17, 2009 Forum Report: Adding Professional Focus Sections to SOP 2009 Clearinghouse

• April 8, 2009 Forum Report: Inviting Comments on O’Byrne Analysis of Pay Correlation

• April 1, 2009 Forum Report: Corporate Use of TIAA-CREF “Ten Questions” for Shareholder Survey

• March 31, 2009 Forum Report: TIAA-CREF Hosting Panel on 2009 Test of “Say on Pay”

• March 30, 2009 Forum Report: Inviting Comments on RiskMetrics Analysis of “Say on Pay” Votes

• March 23, 2009 Forum Report: Professional Advice on Soliciting “Say on Pay” Votes

• March 13, 2009 Forum Report: Inviting Comments on Chia’s “Ten Things to Keep in Mind”

  • C. William Jones, March 15, 2009 comments

  • Leonard Rosenthal, March 30, 2009 comments

• March 11, 2009 Forum Report: Defining 2009 Test of “Say on Pay”

• March 5, 2009 Forum Report: Initiation of “Say on Pay 2009” Clearinghouse

• March 2, 2009 Forum Report: Reference Resource for “Say on Pay” Resolutions

• February 26, 2009 Forum Report: Immediate Requirement of 300+ “Say on Pay” Resolutions

• February 5, 2009 Forum Report: Responsibility for Leadership (with letter of Timothy Smith)

• January 9, 2009 Forum Report (updated January 19, 2009): Inviting Comment on Gordon Proposal of Shareholder “Opt-In” Right to “Say on Pay”

  • C. William Jones, January 21, 2009 comments

  • Peter C. Clapman, January 22, 2009 comments

  • Lynn Turner, January 28, 2009 comments

  • Timothy Smith, January 30, 2009 comments

  • Deborah Gilshan, February 4, 2009 comments

  • Leonard Rosenthal, February 11, 2009 comments

  • Douglas K. Chia, February 17, 2009 comments

  • See also Richard V. Smith, January 30, 2009 posting in CompensationStandards.com Advisor's Blog

• December 15, 2008 Forum Report: Inviting Guidance to Develop Questions about Compensation

• December 9, 2008 Forum Report: Projects Discussed at Second Open Meeting

• December 4, 2008 Open Meeting: Agenda

• December 2, 2008 Forum Report: Observations on Responsible Use of “Say on Pay”

• November 28, 2008 Forum Report: Observations on Responsible Use of “Say on Pay”

• November 10, 2008 Forum Report: Two Panel Discussions of “Say on Pay” Views

• October 28, 2008 Forum Report: Plans for Second Open Meeting on December 4, 2008

• October 24, 2008 Forum Report: Survey Alternative to Proxy Voting on Executive Compensation

• October 16, 2008 Forum Report: Summary of Open Meeting Discussions

• October 14, 2008 Open Meeting: Agenda

• October 14, 2008 Forum Report: Views of a “Say on Pay” Advocate

• October 5, 2008 Forum Report: Rescue Act Provisions to Be Considered at October 14 Meeting

• September 29, 2008 Forum Report: Published Version of Gordon Paper to Be Discussed at Meeting

• September 10, 2008 Forum Report: Inviting Comments on Study of Investor Views about Compensation

  • C. William Jones, September 14, 2008 comments

  • Brian P. Hillery, October 11, 2008 comments

• August 27, 2008 Forum Report: Plans for Initial Open Meeting on October 14, 2008

• July 31, 2008 Forum Report: Inviting Comments on Draft of Gordon Paper about “Say on Pay”

  • John C. Wilcox, August 1, 2008 comments

  • Cornish F. Hitchcock, August 4, 2008 comments

  • Leonard Rosenthal, August 5, 2008 comments

  • Peter C. Clapman, August 5, 2008 comments

  • C. William Jones, August 10, 2008 comments

  • Timothy Smith, August 18, 2008 comments

  • Louis M. Thompson, Jr., August 19, 2008 comments

  • Richard V. Smith, August 20, 2008 comments

  • Bess Joffe, September 2, 2008 comments

  • Brian P. Hillery, October 11, 2008 comments

• July 15, 2008 Forum Report: Asking How “Say on Pay” Relates to Marketplace Success

See also related reports from a previous Forum program:

• June 18, 2008 Forum Report: Yale-Deloitte Report on Communications about Executive Compensation

  • June 25, 2008 Forum Report: Initial Comments on Yale-Deloitte Report

  • August 11, 2008 comments: Jane W. McCahon and Louis M. Thompson, Jr.

• April 9, 2008 Forum Report: Evolving Views of Advisory Voting on Executive Compensation

• March 30, 2007 Advisory Panel Conclusions

• December 6, 2006 Open Forum Meeting (section #2 relating to initiation of Advisory Voting Project )

News Reports

• July 10, 2020 The Deal: "Negative Say-On-Pay Votes Signal ‘Blood in the Water’ for Activists"

• February 2, 2018 Bloomberg: "Big Pay Packages Are a Powerful Weapon for Activist Investors | Shareholder votes have focused attention on the link between compensation and company performance. Here's how hedge funds use executive pay as a lever."

• March 24, 2017 New York Times | Fair Game: "Want Change? Shareholders Have a Tool for That" 

• June 17, 2016 New York Times | Fair Game: "How to Gauge a C.E.O.’s Value? Hint: It’s Not the Share Price"

• August 9, 2015 New York Times | Fair Game: "Why Putting a Number to C.E.O. Pay Might Bring Change"

• July 16, 2015 MarketWatch: "Opinion: What you can do about obscenely high executive pay"

• June 5, 2015 New York Times | Fair Game: "Stock Buybacks That Hurt Shareholders"

• May 16, 2015 New York Times | Fair Game: "Shareholders’ Votes Have Done Little to Curb Lavish Executive Pay"

• April 29, 2015 Los Angeles Times: "SEC is seeking more clarity on executive pay"

• September 21, 2014 Financial Times: "The short-sighted US buyback boom"

• October 12, 2013 New York Times Fair Game: "When the Stock Price Hides Trouble"

• June 30, 2013 New York Times Executive Pay Report: "An Unstoppable Climb in C.E.O. Pay"

• April 10, 2013 Top1000Funds: "Swiss referendum: funds’ headache or investor utopia?"

• April 7, 2013 New York Times: "If Shareholders Say ‘Enough Already,’ the Board May Listen"

• June 26, 2012 CFO Journal (The Wall Street Journal Digital Network): "Supplemental Proxy Filings Surge"

• May 14, 2012 IR Magazine | Inside Investor Relations: "Say on pay: round two"

• May 9, 2012 Financial Times: "Shareholders reject Knight pay policies"

• May 8, 2012 Reuters: "When shareholders topple CEOs"

• May 8, 2012 Forbes: "Did Say On Pay Cost A CEO His Job?"

• April 8, 2012 New York Times: "When Shareholders Make Their Voices Heard"

• March 13, 2012 Wall Street Journal: "Disney Takes on Proxy Adviser"

• February 21, 2012 CFO Journal. (The Wall Street Journal Digital Network): "‘Say on Pay’ Changes Ways"

• July 29, 2011 Corporate Secretary: "What about those say-on-pay 'no' votes?"

• June 16, 2011 Bloomberg Businessweek: "Investor 'Say on Pay' Is a Bust | Shareholder votes rejected executive pay at less than 2 percent of public companies this year"

• May 9, 2011 Associated Press (as published by Bloomberg Businessweek): "CEO pay exceeds pre-recession level"

• April 21, 2011 IR Magazine | Inside Investor Relations: "Say on pay carves out new IR role"

• March 17, 2011 IR Magazine | Inside Investor Relations: "Pushing for triennial say-on-pay votes | Majority of investors opting for annual say-on-pay votes"

• February 6, 2011 Wall Street Journal: "Companies Fight Back on Executive Pay"

• February 3, 2011 Wall Street Journal MarketWatch: "Say-on-pay vote gives CEOs early trouble in 2011"

• January 25, 2011Wall Street Journal: "SEC, in Split Vote, Adopts 'Say on Pay' Rule"

• January 5, 2011 Reuters: "Analysis: Companies tweak CEO pay packages ahead of vote"

• October 25, 2010 Agenda: "How Boards Are Preparing for Say on Pay" and "Towers Watson Rolls Out Say-on-Pay Offering"

• September 2, 2010 New York Times (editorial): "The Real Say on Pay"

• July 26, 2010 Agenda: "Say on Pay Votes May Require SEC Template"

• July 25, 2010 Wall Street Journal: "Law Sharpens 'Clawback' Rules for Improper Pay"

• June 24, 2010 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Insight Governance: "Lawmakers Agree to Permit Less Frequent Pay Votes"

• June 15, 2010 SmartMoney: "Given Say on Pay, Shareholders Say No"

• May 28, 2010 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Insight Governance: "An Early Look at 'Say on Pay' Vote Results"

• May 26, 2010 TheCorporateCounsel.net: "Say-On-Pay So Far: Wow! A Third Company Fails to Gain Majority Support" and May 25, 2010 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Governance Blog: "KeyCorp Receives Majority Opposition on Pay"

• May 19, 2010 Indianapolis Star: "Director's collapse shortens WellPoint annual meeting"

• May 10, 2010 Wall Street Journal: "Investors Start to Make Their Voices Heard on Pay"; see also May 7, 2010 Wall Street Journal: "Investors Balk at Occidental Petroleum Pay Practices"

• April 22, 2010 Associated Press (as published by Bloomberg Businessweek): "J&J shareholders reject 'say on pay' proposal"

• April 6, 2010 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Insight Governance: "A Fight Over 'Say on Pay'"; see also April 16, 2010 Corporate Secretary: "Waddell & Reed shareholders vote against say-on-pay"

• April 1, 2010 CFO Magazine: "Which Way on Say-on-Pay? | How companies plan to hear shareholder opinions on compensation"

• March 25, 2010 Globe and Mail: "Ten more agree to 'say on pay' | Meritas' CEO and activist shareholder Gary Hawton says he's not finished yet"

• March 22, 2010 Wall Street Journal: "Firms Use Third Party to Judge Executive Pay | Boards Tap Consultants to Bless Compensation Practices; Critics Complain Companies Are Just Buying Good Marks"

• March 4, 2010 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Governance Blog: "Has 'Say on Pay' Reached a Tipping Point?"

• February 10, 2010 Wall Street Journal: "Morgan Stanley Gets Earful on Pay"

• January 26, 2010 Financial Times: "Siemens awaits investor vote on executive pay"

• January 22, 2010 Financial Times: "Beyond Infineon"

• January 20, 2010 Reuters: "Pension fund targets 33 US companies on governance"

• January 19, 2010 IR Magazine: "Investors want pay info from execs, not RiskMetrics"

• January 15, 2010 Reuters: "Siemens, ThyssenKrupp seek shareholder vote on pay"

• January 14, 2010 Financial Times: "Siemens chairman to meet investors"

• December 23, 2009 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Blog: "Will There Be More Voluntary “Say on Pay” Adoptions?"

• December 14, 2009 Agenda: "Investors Outline Priorities for Voting on Comp Plans"

• December 3, 2009 Wall Street Journal: "Goldman Takes Offensive on Pay"

• November 23, 2009 Agenda: "Lack of Uniformity Clouds Future of Say on Pay"

• November 16, 2009 Fortune (as published by CNNMoney.com): "Why 'say on pay' won't work"

• November 13, 2009 Bloomberg: "Cisco’s Shareholders Approve Say-on-Pay Resolution"

• November 9, 2009 Agenda: "Boards Get Ahead of Say-on-Pay Legislation"

• October 26, 2009 Agenda: "A Way Around Powerful Proxy Advisors?"

• October 26, 2009 Agenda: "Triennial Say on Pay Backer Seeks Senate ‘Champion’"

• October 22, 2009 IR Magazine: "Investors and directors call for say-on-pay dialogue"

• October 16, 2009 MarketWatch: "Six degrees of reparation | Government is giving shareholders greater influence over corporate boards"

• October 16, 2009 Wall Street Journal: "Lawmakers Avoiding Direct Interference in Wall Street Pay"

• October 13, 2009 Associated Press: "Prudential board approves Say on Pay for holders"

• October 8, 2009 Associated Press (as published in Newsday): "Too many boards are still cavalier"

• September 28, 2009 Agenda: "RiskMetrics: A Growing Problem for Boards?"

• September 26, 2009 Washington Post: "Shareholders Say Yes To Executive Pay Plans | Review Tracks Advisory Votes at TARP Firms"

• September 18, 2009 Reuters: "Microsoft shareholders vote on exec pay"

• September 14, 2009 MarketWatch: "Compensation critics get new weapons"

• September 11, 2009 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Blog: "Carpenters Withdraw Triennial Pay Vote Proposals"

• September 2, 2009 Wall Street Journal: "Investors Say 'Yes' on Pay at TARP Firms | The yes votes call into question the value of say-on-pay resolutions, some say"

• August 24, 2009 Wall Street Journal: "Valeant CEO's Pay Package Draws Praise as a Model"

• August 18, 2009 Wall Street Journal: "U.K. Companies Fall in Value, But Directors' Pay Holds Up"

• August 9, 2009 New York Times: "Imperfect Politics of Pay"

• August 6, 2009 The Economist: "Regulating executive pay in America | Knotting the purse-strings"

• August 1, 2009 New York Times: "House Approves Limits on Executive Pay"

• July 31, 2009 Bloomberg: "U.S. Limits on Bank Pay, Bonuses Face Senate, Obama Skepticism"

• July 29, 2009 Reuters: "Congress aims for more accountable corporate boards"

• July 28, 2009 MarketWatch: "Key House panel approves say-on-pay bill"

• July 26, 2009 The Hill: "Frank eyes Friday for executive compensation vote"

• July 22, 2009 Reuters: "'Say on pay' rolls forward, but some investors wary"

• July 17, 2009 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Blog: "Rep. Frank Releases Advisory Vote Legislation"

• July 17, 2009 USA Today: "Proposal gives shareholders non-binding say on exec pay" and "CEOs openly oppose push for say-on-pay by shareholders"

• July 16, 2009 Reuters: "US House panel nears exec pay action -Rep. Frank"

• June 29, 2009 MSNBC.com: "New rules would stop short of CEO pay caps | White House pressing for more transparency, shareholder 'say on pay'"

• June 21, 2009 Investment News: "Directors' role at center of 'say on pay' debate"

• June 12, 2009 New York Times: "House Panel Clashes Over Pay Restrictions"

• June 11, 2009 Financial Times: "Executive compensation"

• June 11, 2009 Bloomberg: "Obama Pay Plan Lacks ‘Meat on the Bones’ to Trim CEO Paychecks"

• June 10, 2009 Wall Street Journal: "New Pay Guidelines Raise Questions"

• June 8, 2009 New York Times: "U.S. to Propose Wider Oversight of Compensation"

• June 5, 2009 Wall Street Journal: "White House Set to Appoint a Pay Czar"

• June 2, 2009 Financial Times: "European investors balk at director pay"

• May 20, 2009 Wall Street Journal: "Shell Investors Revolt Over Executive Pay Plan"

• May 19, 2009 Reuters: "U.S. Sen. Schumer unveils shareholder bill of rights"

• May 18, 2009 Wall Street Journal: "A Quiet Response to 'Say on Pay' Measures"

• May 17, 2009 New York Times: "When a Company Tries It, a ‘Say on Pay’ Works"

• May 13, 2009 IR Magazine: "Carpenters target pay at Procter & Gamble and 19 others"

• May 8, 2009 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Blog: "Momentum Continues for 'Say on Pay'"

• May 7, 2009 Washington Post (Associated Press): "Verizon shareholders endorse execs' pay packages;" see also May 6, 2009 Washington Post (Associated Press): "SEC considering change to CEO pay disclosure rules"

• May 6, 2009 Financial Times: "Calstrs calls for 'say on pay' policy"

• April 28, 2009 Mercury News: "Apple shareholders to get 'say on pay'"

• April 25, 2009 Wall Street Journal: "Investors, Take Note: New Bill to Target Boards, 'Say on Pay'"

• April 24, 2009 Mercury News: "Apple finds new way to deny investors 'say on pay'"; see also April 27, 2009 Apple, Inc. press release (as published by PR Newswire): "Apple Corrects Form 10-Q"

• April 23, 2009 Wall Street Journal: "Pfizer's Shareholders Approve Say-On-Pay; J&J's Say No Thanks"

• April 23, 2009 Lexmark International, Inc. press release: "Lexmark Reports 2009 Annual Stockholders Meeting Results"

• April 14, 2009 Wall Street Journal: "Investors Diverge as Votes on Pay Near"

• April 10, 2009 Wall Street Journal: "China Limits Executive Pay"

• April 9, 2009 IR Magazine: "Intel to hold virtual get-togethers for shareholders"

• April 8, 2009 Washington Post: "Bailed-Out Firms Clamber to Satisfy Say-on-Pay Proviso"

• April 6, 2009 Wall Street Journal: "Companies Seek Shareholder Input on Pay Practices"

• April 6, 2009 Financial Times: "Mutual fund votes helped to boost pay"; for referenced report, see April 6, 2009, American Federation of State, County and Municipal Employees (AFSCME), The Corporate Library and the Shareowner Education Network (SEN): "Compensation Accomplices: Mutual Funds and the Overpaid American CEO"  (68 pages, 3,692 KB, in PDF format)

• April 5, 2009 Financial Times: "Pay proposals to dominate proxy season"

• April 2, 2009 New York Times: "To Chagrin of Republicans, Compensation Bill Passes"

• April 1, 2009 Wall Street Journal: "AIG Board's Pay Panel Falls Under Shareholder Fire"

• April 2009 Corporate Secretary: "State of pay"

• March 25, 2009 Rasmussen Reports: "Most Americans Support Government Control of Executive Pay Only If Taxpayer Money Is Involved"

• March 20, 2009 New York Times: "Regulators Worldwide Scrutinize Bankers’ Pay"

• March 20, 2009 New York Times: "House Approves 90% Tax on Bonuses After Bailouts"

• March 18, 2009 Investment News: "Outraged investors to vote on pay at TARP firms"

• March 12, 2009 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Blog: "'Say on Pay' Gets 62% Support at Hain Celestial"

• March 11, 2009 Wall Street Journal: "RiskMetrics' Words Gain Currency"

• March 10, 2009 Wall Street Journal: "Disney Shareholders Defeat Say-On-Pay Proposal"

• March 6, 2009 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Blog: "A Preview of Management Pay Vote Proposals"

• February 27, 2009 Wall Street Journal: "Hundreds of Firms Must Grant 'Say on Pay'"

• February 26, 2009 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Blog: "TARP Firms Must Hold Pay Votes in 2009"

• February 25, 2009 San Jose Mercury News: "Apple shareholders vote down 'say on pay,' criticize handling of Jobs' health disclosure"

• February 23, 2009 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Blog: "Investors May See Pay Votes at Many TARP Firms in 2009"

• February 25, 2009 CompensationStandards.com: "Corp Fin Issues 'Say-on-Pay' Guidance: Slim Pickings"

• February 24, 2009 The Hill: "Dodd’s pay rules linked to tough reelection prospects"

• February 23, 2009 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Blog: "TARP Firms to Face Pay Votes"

• February 22, 2009 New York Times: "After Huge Losses, a Move to Reclaim Executives’ Pay"

• February 20, 2009 Washington Post: "SEC to Examine Boards' Role in Financial Crisis"

• February 14, 2009 Wall Street Journal: "Bankers Face Strict New Pay Cap | Stimulus Bill Puts Retroactive Curb on Bailout Recipients; Wall Street Fumes " and "Morgan Stanley, Citigroup to Give Brokers Big Retention Fees"

• February 13, 2009 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Blog: "SEC Rejects 'No Action' Petition on TARP Proposal"

• February 13, 2009 Wall Street Journal: "Shareholders Renew Push to Regulate Executive Pay"

• February 9, 2009 Financial Times: "Populism over bankers’ pay"

• February 9, 2009 Bloomberg: "Obama’s $500,000 Cap Feels Great, Does Nothing: Graef Crystal"

• February 8, 2009 New York Times: "Bailout Needs Some Strings Attached to Limit Pay"

• February 7, 2009 Wall Street Journal: "Pay Collars Won't Hold Back Wall Street's Big Dogs"

• February 7, 2009 Financial Times: "Bank chiefs to travel by public transport"

• February 6, 2009 Investor Relations Magazine: "Obama move adds to momentum for say on pay | Still some wariness about blunt advisory votes"

• February 5, 2009 San Francisco Chronicle: "Curtailing executives' pay? Good luck with that"

• February 5, 2009 New York Times: "Obama Calls for ‘Common Sense’ on Executive Pay"

• February 4, 2009 Fortune (as published by CNNMoney.com): "Obama's pay plan doesn't go far enough | Observers say President Obama's new rules to limit executive compensation won't put a stop to corporate excess"

• January 30, 2009 Bloomberg: "Obama and Congress Seek to Limit Pay at Bailed-Out Companies"

• January 30, 2009 New York Times: "Obama Calls Wall Street Bonuses ‘Shameful’"

• January 28, 2009 Wall Street Journal: "Intel Joins Move to Put Pay Plans to Vote"

• January 27, 2009 Reuters: "U.S. union group calls for corporate pay reforms"

• January 27, 2009 Los Angeles Times: "Occidental Petroleum shareholders to have input on executive compensation"

• January 26, 2009 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Blog: "Many Companies Avoid Votes on Repricing"

• January 26, 2009 Financial Times: "Top investor calls for Wall St ‘moderation’"

• January 26, 2009 Financial Times: "Lynched at Merrill" and "BofA had role in Merrill bonuses"

• January 24, 2009 New York Times: "Price Paid for Merrill Is Rising"

• January 24, 2009 Washington Post: "New SEC Chief Backs 'Say-on-Pay'"

• January 23, 2009 SwissInfo: "Major firms agree to vote on top salaries"

• January 23, 2009 Columbia Journalism Review: "Thain the Vain"

• January 23, 2009 Wall Street Journal: "How Some Firms Boost the Boss's Pension"

• January 22, 2009 Mercury News: "Say on pay advocates gain traction"

• January 22, 2009 Financial Times: "Merrill paid bonuses as losses mounted ahead of sale to BofA"

• January 16, 2009 Investor Relations Magazine: "One big ‘company file’ to replace hundreds of SEC forms"

• January 15, 2009 Reuters: "NYC comptroller calls for reforms of exec pay"

• January 15, 2009 Wall Street Journal: "Goldman Finds a Way to Dole Out Cash"

• January 11, 2009 Seattle Times: "Seattle biotech rewards execs after stock dropped 99 percent"

• January 6, 2009 Financial Times: "Fear of falling"

• January 2009 Investor Relations Magazine (print), editorial: "Swept up"

• December 22, 2008 Agenda: "Boards Prepare for Say-on-Pay Era"

• December 22, 2008 Wall Street Journal: "Firms Jump to Salvage 'Underwater' Stock Options"

• December 21, 2008 Washington Post: "Executive Pay" and "Shareholders Seek More Say on Pay"

• December 18, 2008 New York Times: "On Wall Street, Bonuses, Not Profits, Were Real" (part of series, "The Reckoning"); see also December 18, 2008 Columbia Journalism Review: "NYT Putting It All Together on Wall Street Pay"

• December 14, 2008 Associated Press (as published by San Francisco Chronicle): "Wall Street compensation needs major overhaul"

• December 7, 2008 New York Times: "Debt Watchdogs: Tamed or Caught Napping?" (part of series, "The Reckoning")

• December 5, 2008 Investor Relations Magazine: "Even major investors wary of 'say on pay' legislation | Pros may not outweigh cons, forum participants say"

• December 4, 2008 Financial Times: "Citi executives set to waive bonuses"

• December 4, 2008 MarketWatch: "Frank: More rules on mortgage securitizations"

• November 26, 2008 New York Times: "Remorseful Ex-Officials Decline Pay From UBS"

• November 24, 2008 Wall Street Journal: "Deal Means Big Payout for Wachovia Chiefs"

• November 20, 2008 Wall Street Journal: "Before the Bust, These CEOs Took Money Off the Table"

• November 18, 2008 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Blog: "Labor Funds File Bailout-Related Proposals"

• November 13, 2008 Financial Times: "The president-elect wants a say on pay"

• November 10, 2008 Financial Week: "Proxy activists upping exec-pay ante"

• November 9, 2008 New York Times: "How the Thundering Herd Faltered and Fell" (part of series, "The Reckoning")

• November 8, 2008 New York Times: "Money Really Is Fungible"

• November 7, 2008 Mercury News: "SEC change you can bet on"

• November 7, 2008 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Blog: "A 'New Opening' for Investors"

• November 7, 2008 Investor Relations Magazine: "Swiss shareholders demand say on pay"

• November 5, 2008 Mercury News: "Sun shareholders approve 'say on pay' measure"

• November 4, 2008 Financial Times: "Wall St says cash aid will not go on bonuses"

• November 4, 2008 New York Times: "Rein in Chief’s Pay? It’s Doable"

• October 31, 2008 Wall Street Journal: "Banks Owe Billions to Executives"

• October 29, 2008 Bloomberg: "New York Demands Bonus Pay Data From JPMorgan, Citi" and October 30, 2008 Bloomberg: "Wall Street Won't Surrender Bonuses Amid Outcry, Veterans Say"

• October 29, 2008 Newark Morning Ledger/Pharmalot.com: "Schering-Plough To Survey Shareholders On Pay"

• October 29, 2008 Investor Relations Magazine: "Schering-Plough tries ‘say on pay’ survey"

• October 29, 2008 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Blog: "Schering-Plough Will Survey Shareholders about Pay"

• October 28, 2008 Politico: "Activist’s crusade: Curbing CEO pay"

• October 28, 2008 The Patriot Ledger: "U.S. Rep. Barney Frank sees success ahead for his 'say-on-pay' bill"

• October 21, 2008 Reuters: "Bailout bill sets pay disclosure challenges-US SEC"

• October 21, 2008 New York Times: "Germany Loosens Limit on Executive Pay at Banks That Use Its Bailout Fund"

• October 21, 2008 Wall Street Journal: "Executive Pay Curbs Go Global"

• October 21, 2008 Financial Times: "AIG suspends lobbying activities amid growing backlash"

• October 19, 2008 New York Times: "We’ll Rescue You on Four Conditions"

• October 17, 2008 Reuters: "Financial crisis fuels corporate reformers"

• October 17, 2008 Investor Relations Magazine: "XBRL community descends on US capital"

• October 16, 2008 CNET: "SEC plans XBRL standard to liberate financial data"

• October 16, 2008 New York Times: "Cuomo Seeks Recovery of Bonuses at A.I.G."

• October 12, 2008 Financial Times: "US pay curb to hit shareholders"

• October 6, 2008 Indianapolis Star: "Lofty exec pay may be facing closer scrutiny"

• October 6, 2008 Wall Street Journal: "Bailout's Bid to Limit Executive Pay Will Be Tough to Realize"

• September 26, 2008 Wall Street Journal: "Curbs on Pay Advance in Bailout Plan"

• September 25, 2008 Investor Relations Magazine: "Market tumult puts spotlight on governance"

• September 23, 2008 Wall Street Journal: "Pay for executives keeps soaring | U.K., U.S. holders fail to limit growth despite public anger"

• September 23, 2008 Reuters (as published by Hemscott): "Swiss funds demand say on pay at UBS, top firms"

• September 19, 2008 Bloomberg: "Sue Them, Jail Them, Make Them Pay for Meltdown"

• September 14, 2008 New York Times: "The Joys of Ownership"

• September 12, 2008 Mercury News: "Survey saying institutional investors against Say-On-Pay draws critics"

• September 11, 2008 Workforce Management: "Survey Critical of ‘Say on Pay’ Draws Fire"

• September 10, 2008 Wall Street Journal: "Obama Seeks Review of CEO Exit Pay"

• September 9, 2008 Wall Street Journal: "Pay Packages for CEOs Likely to Spur Scrutiny"

• September 8, 2008 New York Times: "Few Stand to Gain on This Bailout, and Many Lose"

• September 7, 2008 New York Times: "If the Pay Fix Is in, Good Luck Finding It"

• August 28, 2008 Bloomberg: "Oracle's Ellison Earns Scrutiny With 38% Pay Raise"

• August 27, 2008 CFO: "More Holders Back 'Say on Pay' in 2008" (Note explanation of pro forma vote count excluding abstention-withheld votes)

• August 25, 2008 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Weekly: "Another Majority Vote for 'Say on Pay'" (Note explanation of pro forma vote count excluding abstention-withheld votes)

• August 25, 2008 Christian Science Monitor: "How long will politicians look the other way on CEO pay?"

• August 18, 2008 Pensions & Investments: "Un-conventional thinking | Corporate governance, retirement reforms seek home on platform"

• August 8, 2008 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Weekly: "Proxy Season Review: Canada"

• July 22, 2008 Investment News: "'Say on pay' fervor flags in firms"

• July 18, 2008 Financial Times: "Banks told to tackle risk and pay"

• July 7, 2008 Financial Times Agenda: "Divisions Grow Within Say-on-Pay Movement"

• July 7, 2008 Financial Times: "Shareholder democracy is on hold"

General Reference Material

• Academic Papers:

  •  May 24. 2022, Ira T. Kay, Mike Kesner and Joadi Oglesby of Pay Governance LLC, posting in The Harvard Law School Forum on Corporate Governance: "ESG Incentives and Executives"

  • October 2, 2017, Jill E. Fisch of the University of Pennsylvania Law School, Darius Palia of Rutgers University and Steven Davidoff Solomon of the UC Berkeley School of Law, forthcoming publication in the Harvard Business Law Review: "Is Say on Pay All About Pay? The Impact of Firm Performance" (34 pages, 359 KB, in PDF format); for a summary, see October 12, 2017, Jill E. Fisch of the University of Pennsylvania Law School, Darius Palia of Rutgers University and Steven Davidoff Solomon of the UC Berkeley School of Law posting in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Is Say on Pay All About Pay? The Impact of Firm Performance"

  • January 26, 2015, Jon Lukomnik of the IRRC Institute posting in The Conference Board Governance Center Blog: "Getting Off The Wrong Executive Compensation Road"

  • June 26, 2012, Lynn A. Stout of Cornell Law School in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "The Shareholder Value Myth"; see also June 27, 2012 New York Times DealBook: "Challenging the Long-Held Belief in ‘Shareholder Value’"

  • March 2012, David F. Larcker, Allan L. McCall and Brian Tayan of the Stanford University Graduate School of Business, published in The Conference Board's Director Notes: "The Influence of Proxy Advisory Firm Voting Recommendations on Say-on-Pay Votes and Executive Compensation Decisions" (9 pages, 444 KB, in PDF format); see also July 5, 2012 draft, David F. Larcker, Allan L. McCall and Gaizka Ormazabal published by the Rock Center for Corporate Governance at Stanford University: "The Economic Consequences of Proxy Advisor Say-on-Pay Voting Policies" (59 pages, 512 KB, in PDF format)

  • June 30, 2011, Steven N. Kaplan of the University of Chicago Booth School of Business, published in Bloomberg View: "Shareholders Are Giving CEOs the Right Pay: Business Class"

  • June 30, 2011, David F. Larcker and Brian Tayan of the Rock Center for Corporate Governance at Stanford University, announcement of working papers: "Seven Myths of Corporate Governance" and "Seven Myths of Executive Compensation"; see also June 28, 2012, David F. Larcker, Allan L. McCall, Gaizka Ormazabal and Brian Tayan published by the Rock Center for Corporate Governance at Stanford University: "Ten Myths of 'Say on Pay'" (14 pages, 219 KB, in PDF format)

  • April 19, 2011 (draft), David F. Larcker and Brian Tayan of the Stanford Graduate School of Business: "Do ISS Voting Recommendations Create Shareholder Value?" (7 pages, 159 KB, in PDF format); see also referenced April 14, 2011 (draft), David F. Larcker, Allan L. McCall and Gaizka Ormazabal of the Stanford Graduate School of Business: "The Role of Proxy Advisory Firms in Stock Option Exchanges" (63 pages, 686 KB, in PDF format)

  • March 8, 2010, Institute for Governance of Private and Public Organizations (IGPPO) joint initiative of HEC Montréal and Concordia University: "Giving Shareholders a Say on Pay | A measure leading to better governance?"  (32 pages, 424 KB, in PDF format); see also March 8, 2010 Institute for Governance of Private and Public Organizations (IGPPO) press release: "Consultative votes on executive compensation (Say-on-Pay) should not be imposed on all Canadian corporations"

  • February 2, 2010, Lucian A. Bebchuk of Harvard Law School, Martijn Cremers of Yale School of Management, and Urs Peyer of INSEAD, published in Harvard Law School Forum on Corporate Governance and Financial Regulation: "The CEO Pay Slice"; see also December 26, 2009 Wall Street Journal: "Does Golden Pay for the CEOs Sink Stocks?"

  • December 2, 2009, Lucian Bebchuk, Alma Cohen and Holger Spamann, Harvard Law School: "The Wages of Failure: Executive Compensation at Bear Stearns and Lehman 2000-2008"  (29 pages, 144 KB, in PDF format); see also December 7, 2009 Financial Times: "Bankers had cashed in before the music stopped"

  • October 9, 2009, Harwell Wells, Temple University Beasley School of Law, for publication in University of Richmond Law Review: “‘No Man can be Worth $1,000,000 a Year:’ The Fight Over Executive Compensation in 1930s America” (69 pages, 289 KB, in PDF format); see also November 18, 2009 Fortune (as published by CNNMoney.com): "Fat cat pay - Then and now"

  • August 31, 2009, Fabrizio Ferri, NYU Stern School of Business, in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "Shareholder Activism, Say on Pay and Executive Compensation"

  • June 11, 2009, Lucian A. Bebchuk, Harvard Law School: written testimony submitted before the United States House of Representatives, Committee on Financial Services Hearing on Compensation Structure and Systemic Risk (56 pages, 257 KB, in PDF format); see also June 16, 2009 Wall Street Journal: "Equity Compensation for Long-Term Results"

  • June 2009, Lucian A. Bebchuk and Holger Spamann of Harvard Law School, Harvard Law and Economics Discussion Paper No. 641 for forthcoming publication in Georgetown Law Journal: "Regulating Bankers' Pay"  (47 pages, 199 KB, in PDF format); see also October 12, 2009 New York Times DealBook: "Reducing Incentives for Risk-Taking"

  • March 18, 2009, J. Carr Bettis, Arizona State University and Gradient Analytics; John M. Bizjak,  Portland State University; and Swaminathan L. Kalpathy, Southern Methodist University: "Insiders' Use of Hedging Instruments: An Empirical Examination" (59 pages, 318 KB, in PDF format); see also June 4, 2009 Wall Street Journal: "Executives' Stock Deals Preceded Price Drops"

  • March 2009, Jay Cai and Ralph A. Walkling, Drexel University: "Shareholders’ Say on Pay: Does It Create Value?" (54 pages, 375 KB, in PDF format); see also April 2, 2009 and Fourth Quarter 2008 Directors & Boards: "‘Say on Pay’: What the Market Thinks"; for a subsequent version of the paper submitted to the Journal of Financial and Quantitative Analysis, see the August 2009 revision (58 pages, 273 KB, in PDF format) and the authors' repeated summary of their views in an October 19, 2009 posting on the Harvard Law School Forum on Corporate Governance and Financial Regulation

  • January 18, 2009 (draft), Jeffrey N. Gordon, Columbia Law School, for publication in Harvard Journal on Legislation: “‘Say on Pay’: Cautionary Notes on the UK Experience and the Case for Shareholder Opt-In” (31 pages, 686 KB, in PDF format); for comments and the subsequently published version of the paper, see

    • January 9, 2009 Forum Report (updated January 19, 2009): Inviting Comment on Gordon Proposal of Shareholder “Opt-In” Right to “Say on Pay”

    • June 26, 2009, Jeffrey N. Gordon, Columbia Law School, as published in the Summer 2009 volume of the Harvard Journal on Legislation: “‘Say on Pay’: Cautionary Notes on the UK Experience and the Case for Shareholder Opt-In” (46 pages, 219 KB, in PDF format)

  • November 30, 2008, Eric Nowak, Swiss Finance Institute and University of Lugano, summary of October 14, 2008 oral statements made at an open meeting of the Shareholder Forum for Reconsidering "Say on Pay" at Columbia University School of Journalism: "Some Preliminary Statements from a European Financial Economist's View" (8 pages, 32 KB, in PDF format)

  • September 10, 2008, Kevin F. Hallock, Cornell University, commissioned by the Center On Executive Compensation: "Executive Compensation from the Perspective of the Largest Institutional Investors" (33 pages, 167 KB, in PDF format); see also September 10, 2008 Forum Report: Inviting Comments on Study of Investor Views about Compensation (with links to comments)

  • July 30, 2008 (draft), Jeffrey N. Gordon, Columbia Law School: “‘Say on Pay’: Cautionary Notes on the UK Experience and the Case for Muddling Through” (18 pages, 458 KB, in PDF format); see also July 31, 2008 Forum Report: Inviting Comments on Draft of Gordon Paper about “Say on Pay” (with links to comments and subsequently published version of paper)

  • June 2008 (comment draft), Stephen Davis and Stephen Alogna, for the Millstein Center for Corporate Governance, Yale School of Management, supported by Deloitte & Touche LLC: "Talking Governance | Board-Shareowner Communications on Executive Compensation" (17 pages, 232 KB, in PDF format); see also June 18, 2008 Forum Report: Yale-Deloitte Report on Communications about Executive Compensation (with links to comments)

  • May 18, 2008 (draft), Robert Daines, Ian Gow and David Larcker, with support of the Rock Center for Corporate Governance, Stanford University: "Rating the Ratings: How Good Are Commercial Governance Ratings?" (50 pages, 172 KB, in PDF format); for subsequently published final paper, see December 2010, Robert Daines, Ian Gow and David Larcker, published in Journal of Financial Economics: "Rating the ratings: How good are commercial governance ratings?" (23 pages, 432 KB, in PDF format)

• Analysis of Compensation Information:

  • April 29, 2019 James Kroll, Marc Roloson, and Jamie Teo of Willis Towers Watson, posting in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Economic Value Added: What Companies Should Know"

  • March 28, 2019 Fortune: "CEO Pay May Soon Face a New, Hard-to-Manipulate Yardstick As ISS Embraces 'EVA'"

  • March 28, 2018 Wall Street Journal: "Does Verizon Really Pay the Typical Worker 60% More Than AT&T? | New figures show differences in how firms operate, limitations of SEC disclosure requirements"

  • April 29, 2015 Los Angeles Times: "SEC is seeking more clarity on executive pay"

  • October 12, 2013 New York Times Fair Game: "When the Stock Price Hides Trouble"

  • September 24, 2012 Wall Street Journal: "Executive Pay Gets New Spin"

  • June 19, 2011 New York Times: "Paychecks as Big as Tajikistan"

  • April 10, 2011 New York Times: "Enriching a Few at the Expense of Many"

  • August 31, 2010 Financial Times: "US pay law branded ‘logistical nightmare’" and accompanying August 30, 2010 FT video: "CEO pay exposure"; see also September 2, 2010 New York Times (editorial): "The Real Say on Pay"

  • May 10, 2010 Associated Press (as published by Bloomberg Businessweek): "AP IMPACT: Market gains set up CEO pay bonanza"

  • April 4, 2010 New York Times: "Executive Pay: A Special Report - Bargain Rates for a C.E.O.? | Striking Gold in Stock Options | Calculating the Pay Figures"

  • March 30, 2010 Wall Street Journal: "CEOs See Pay Fall Again | Total Compensation Slipped 0.9% in 2009, Survey Shows, as Recession Took Toll"

  • March 6, 2010 New York Times: "Voting Your Shares May Start to Matter"

  • March 6, 2010 Wall Street Journal: "For CEO Pay, a Single Number Never Tells the Whole Story"

  • March 1, 2010 IR Magazine: "Insurer demands executive remuneration disclosure"

  • December 26, 2009 Wall Street Journal: "Does Golden Pay for the CEOs Sink Stocks?"

  • November 3, 2009 Wall Street Journal: "Pensions for Executives on Rise | Arcane Techniques, Generous Formulas Boost Payouts as Share Prices Fall"

  • August 16, 2009 New York Times: "The Quick Buck Just Got Quicker"

  • July 26, 2009 New York Times: "Benchmarks as Bendable as Gumby"

  • June 17, 2009 Financial Times: "Proxy advisers: Intermediaries spark change in pay practices"

  • June 3, 2009 Wall Street Journal: "SEC Ready to Require More Pay Disclosures"

  • May 2, 2009 Washington Post (Associated Press): "SEC considering change to CEO pay disclosure rules"

  • April 18, 2009 New York Times: "After Year of Heavy Losses, Citigroup Finds a Profit"

  • April 14, 2009 Financial Times: "Crédit Agricole arm set for US boost as investors seek research"

  • March 29, 2009 New York Times: "Shareholders Who Act Like Owners"

  • March 25, 2009 Financial Times: "Is it back to the Fifties?"

  • March 18, 2009 Wall Street Journal: "Poor Year Doesn't Stop CEO Bonuses | Some Boards Use Discretion to Reward Top Executives Amid Signs Compensation Generally Fell in 2008"

  • March 16, 2009 RiskMetrics Group (f/k/a Institutional Shareholder Services - "ISS"): "Evaluating U.S. Company Management Say on Pay Proposals" (12 pages, 136 KB, in PDF format)

  • February 8, 2009 Washington Post: "How Much Does Your CEO Really Make? Go Figure."

  • Summer 2008 Compensation Standards: "Implementing a Wealth Accumulation Analysis; Importance of Wealth Accumulation: The Consultants Speak Out; The Challenges of Relative Financial Measures: What Measure(s) to Use?" (6 pages, 274 KB, in PDF format)

  • July 2008 Moody's Investors Service: "Expanded Disclosure On U.S. Executive Compensation Offers New Clues For Creditors" (6 pages, 1,307 KB, in PDF format)

  • October 25, 2007 Presentation of James F. Reda to the New York Society of Security Analysts: "What Analysts Can Find in Compensation Reports"

• Corporate Management Issues

  • September 23, 2012 New York Times: "C.E.O.’s and the Pay-’Em-or-Lose ’Em Myth"

  • June 27, 2012 New York Times DealBook: "Challenging the Long-Held Belief in ‘Shareholder Value’"

  • May 27, 2012 Financial Times: "A ‘shareholders’ spring’ is not enough"

  • May 1, 2012 YCharts: "Annals of Ridiculous Exec Comp: a $12 Million Howard Schultz 'Retention Bonus' at Starbucks"

  • March 29, 2012 IR Magazine | Inside Investor Relations: "Prep and planning on pay and performance | A look ahead to the 2012 proxy season"

  • March 15, 2012, Equilar: "Outsider Voting Analytics | A Different View of Say on Pay Voting Results in the S&P 500"; see also March 22, 2012, Equilar: "Changes Due to 2011 Say on Pay Voting Results | A Look at Early Responses"

  • March 19, 2012 Pensions & Investments: "Money managers increasing activism on governance — but quietly"

  • First Quarter 2012 Corporate Board Member: "The Optics of CEO Pay"

  • November 10, 2011 IR Magazine | Inside Investor Relations: "Say-on-pay not going away"

  • Third Quarter 2011 Corporate Board Member: "Nays on Pay: The Story Behind the Votes"

  • May 22, 2011 New York Times: "It Teetered, It Tottered, It Was Bound to Fall Down"

  • May 1, 2011 Wall Street Journal: "Firms Feel 'Say on Pay' Effect | Companies Work Harder to Win Shareholder Votes on Executive Compensation"

  • April 21, 2011 IR Magazine | Inside Investor Relations: "Say on pay carves out new IR role"

  • March 23, 2011 Bloomberg: "Hewlett-Packard Shareholders Vote Against Executive Compensation Packages"

  • February 14, 2011 Wall Street Journal: "Season of Shareholder Angst"

  • February 7, 2011 Corporate Secretary: "Say-on-pay votes: How to secure shareholder support"

  • January 18, 2011, Corporate Board Member: "Talking Points: Companies Not Sure How Often to Administer Say-on-Pay Votes"

  • November 29, 2010 Agenda: "Say-on-Pay Frequency: What Should Boards Support?"

  • October 25, 2010 Agenda: "How Boards Are Preparing for Say on Pay" and "Towers Watson Rolls Out Say-on-Pay Offering"

  • August 24, 2010 Los Angeles Times: "Pesky shareholder activists gain influence"

  • August 9, 2010 Associated Press (as published by San Jose Mercury News): "Hurd reaps HP payday as investors suffer"

    See also:

    • August 10, 2010 New York Times: "Hewlett Took a P.R. Firm’s Advice in the Hurd Case"

    • August 10, 2010 Wall Street Journal: "Hewlett-Packard Still Can't Handle the Truth"

    • August 13, 2010 Financial Times: "Corporate ethics: Moral hazards"

  • August 2, 2010 Wall Street Journal: "Two Funds Launch Fight for Board Seats at Occidental"

    See also:

    • August 2, 2010 Reuters: "Two funds target Oxy board over executive pay"

    • August 3, 2010 Wall Street Journal, Deal Journal Blog: "Calstrs Letter to Occidental: Stop Irani’s 'Lavish Payout'" [text of letter]

  • August 2, 2010 Financial Times: "Reward real growth, not expectations"

  • July 12, 2010 IR Magazine- Inside Investor Relations: "Talking to shareholders: the IR charm offensive"

  • July 4, 2010 Seattle Times: "Shareholders vote, but companies count the vote"

  • June 9, 2010 Wall Street Journal: "Shareholders Vote Down Abercrombie & Fitch Incentive Plan"

  • April 26, 2010 Agenda: "Next SEC Governance-Reform Target: Proxy Advisors?"

  • April 5, 2010 Wall Street Journal: "Critics Say Funds Should Do More to Police Corporate Pay"

  • March 25, 2009 Bloomberg: "CEOS Defy Obama With More Cash Instead of Pay for Performance"

  • March 25, 2010 Wall Street Journal: "Credit Suisse CEO Earns $17.9 Million, Doubles Up Blankfein"

  • March 18, 2010 Wall Street Journal: "Season for CEO Reckoning | It's Easier Than Ever to Vote the Bums Out of the Executive Suite"

  • March 1, 2010 Corporate Secretary: "RiskMetrics finds a buyer in MSCI"

  • March 1, 2010 Wall Street Journal: "MSCI Agrees to Acquire RiskMetrics in $1.55 Billion Deal" and March 2, 2010 Wall Street Journal: "MSCI Seizes RiskMetrics in Union of Niche Firms"

  • January 28, 2010 Financial Times: "Activists draw blood in fight for Infineon"

  • January 25, 2010 Corporate Secretary: "Intel scraps online-only annual meeting | Investor outcry forces chip giant to rethink plans"

  • January 24, 2010 Wall Street Journal: "At SEC, a Scholar Who Saw It Coming"

  • January 23, 2010 Wall Street Journal: "RiskMetrics Puts Itself Up for Sale"

  • January 17, 2010 Financial Times: "Banking: Rarely pointed finger"

  • January 11, 2010 Wall Street Journal: "More Boards Opting for Independent Pay Advisers"

  • December 10, 2009 Financial Times: "GE chief attacks executive ‘greed’"

  • December 7, 2009 Financial Times: "Bankers had cashed in before the music stopped"

  • December 2009 Corporate Secretary: "Proxy season survival guide"

  • December 2009 IR Magazine: "Conversation starter"

  • November 18, 2009 Fortune (as published by CNNMoney.com): "Fat cat pay - Then and now"

  • November 1, 2009 New York Times: "When Shareholders Crack the Whip"

  • October 23, 2009 New York Times: "Fed Plans to Vet Banker Pay to Discourage Risky Practices"

  • October 22, 2009 Wall Street Journal: "Pay Czar to Slash Compensation at Seven Firms"

  • October 17, 2009 Financial Times: "A revival of fortunes" and "Countdown to next crisis"

  • October 12, 2009 New York Times DealBook: "Reducing Incentives for Risk-Taking"

  • Third Quarter 2009 Corporate Board Member: "Memo to Comp Committees: Don't Let Investors or CEOs Push You Around"

  • September 21, 2009 Agenda: "Directors Identify What’s Wrong With Governance, Get Support"

  • September 20, 2009 New York Times: "Too Many ‘No’ Votes to Be Ignored"

  • September 10, 2009 CompensationStandards.com: "More Executive Pay Surveys: A Comparison"

  • August 18, 2009 Financial Times: "Each company deserves its own high pay commission"

  • August 18, 2009 Wall Street Journal: "Picking Big 'Peers' to Set Pay | Executive Compensation Is Often Skewed by Comparisons"

  • July 30, 2009 Bloomberg: "Goldman Sachs Hatred Might Cost You Your Bonus: Jonathan Weil"

  • July 22, 2009 Wall Street Journal: "SEC Orders Ex-CEO to Return Pay"

  • June 25, 2009 Financial Times: "Plan for Citi pay rise criticised"

  • June 18, 2009 Bloomberg: "Hedge Fund Instant IPO Tests the New Complacency"

  • June 18, 2009 Financial Times: "Outside directors: Wanted, fresh blood and ideas"

  • June 17, 2009 MSN Money: "How shareholders are fighting greed"

  • June 4, 2009 Wall Street Journal: "Executives' Stock Deals Preceded Price Drops"

  • June 1, 2009 CFO Magazine: "Fray on Pay"

  • May 2, 2009 Wall Street Journal: "CEOs Need to Bring Investors Along for the Ride"

  • May 1, 2009 Bloomberg: "Bank of America Owners Declare War on Taxpayers"

  • April 28, 2009 Mercury News: "Deposition in Apple options backdating case gives glimpse of the real Jobs"

  • April 23, 2009 Fortune (as published by CNNMoney.com): "Pressure builds on BofA's Ken Lewis | Blaming Hank Paulson for being forced to keep details about the Merrill deal secret won't help the Bank of America CEO in a struggle with shareholders."

  • April 23, 2009 IR Magazine: "Should IR have a say on say on pay?"

  • April 18, 2009 New York Times: "Companies Reset Goals for Bonuses"

  • April 16, 2009 IR Magazine: "Steering clear of shareholder activists"

  • April 12, 2009 New York Times: "He Doesn’t Let Money Managers Off the Hook"

  • April 2, 2009 and Fourth Quarter 2008 Directors & Boards: "‘Say on Pay’: What the Market Thinks"

  • March 30, 2009 Wall Street Journal: "Chairman-CEO Split Gains Allies"

  • March 18, 2009 New York Times DealBook: "Dissecting the A.I.G. Bonus Contract"

  • March 18, 2009 New York Times: "Paying Workers More to Fix Their Own Mess"

  • March 18, 2009 New York Times: "A.I.G.’s Bailout Priorities Are in Critics’ Cross Hairs"

  • March 15, 2009 (3:21 PM ET) New York Times: "Bonus Money at Troubled A.I.G. Draws Heavy Criticism"

  • March 15, 2009 New York Times: "At A.I.G., Good Luck Following the Money"; see also subsequent March 15, 2009 (4:00PM) American International Group, Inc., press release: "AIG Discloses Counterparties to CDS, GIA and Securities Lending Transactions" (for lists of counterparties, see Attachments; 4 pages, 44 KB, in PDF format)

  • March 13, 2009 Financial Times: "A need to reconnect"

  • February 25, 2009 New York Times DealBook: "A Surprise at the Ballot This Proxy Season?"

  • February 21, 2009 Financial Times: "The banks cannot be left to their own devices"

  • February 21, 2009 New York Times: "First, Let’s Fix the Bonuses"

  • February 18, 2009 Wall Street Journal: "Limits on Pay Left Unclear in New Law"

  • February 17, 2009 Barron's: "A Golden Age for Activist Investing"

  • January 29, 2009 Financial Times: "BofA plan to defer bonuses set to inflame tensions with Merrill"

  • January 29, 2009 New York Times: "What Red Ink? Wall Street Paid Hefty Bonuses"

  • January 28, 2009 New York Times: "Wall Street’s Socialist Jet-Setters"

  • January 18, 2009 New York Times: "The End of Banking as We Know It"

  • January 15, 2009 Fortune (as published by CNNMoney.com): "For BofA, nothing fair about Merrill deal | Investment bankers made $20 million for a weekend's work blessing a deal that has gone bad, dragging down BofA and the whole banking sector"

  • January 11, 2009 Financial Times: "Long term ‘engagement’ for a stable system"

  • January 4, 2009 New York Times Magazine: "Risk Mismanagement"; see also January 7, 2009 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Blog: "Value-at-Risk as an Altimeter"

  • January/February 2009 Corporate Board Member: "Here’s One Way to Get a Grip on CEO Pay"

  • December 28, 2008 New York Times: "Saying Yes, WaMu Built Empire on Shaky Loans" (part of series, "The Reckoning")

  • December 18, 2008 Bloomberg: "Madoff Exposes Double Standard for Ponzi Schemes"

  • December 9, 2008 Wall Street Journal: "Holding CEOs Accountable | Corporate boards are often the last to see what's wrong."

  • October 12, 2008 New York Times: "Amid the Gloom, an E-Commerce War"

  • September 29, 2008 Wall Street Journal: "CEOs Share Economic Pain | A Growing Number Agree to Pay Cuts During Hard Times"

  • September 8, 2008 New York Times: "Few Stand to Gain on This Bailout, and Many Lose"

  • August 30, 2008 Financial Times: "Time is ripe to rebalance pay scales in the banking sector"

  • July 28, 2008 Wall Street Journal: "Hiring a CEO From the Outside Is More Expensive | New Study Highlights Cost of Failing to Plan For Leader Succession"

• Views of Professionals:

  • January 17, 2021, Matthew Scott of Proxy Insight, posting in The Harvard Law School Forum on Corporate Governance: "A Look at This Year’s Voting Trends Following the US N-PX Disclosures"

  • February 2, 2017, Seth Duppstadt of Proxy Insight posting in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Are Top Investors Listening to Proxy Advisors on Pay?"

  • January 26, 2015, Jon Lukomnik of the IRRC Institute posting in The Conference Board Governance Center Blog: "Getting Off The Wrong Executive Compensation Road"

  • December 1, 2012, Charles M. Nathan of RLM Finsbury posting in The Conference Board's Governance Center Blog: "Myths and Realities of Say on Pay 'Engagement'"

  • July 14, 2012, Jeremy L. Goldstein, Michael J. Segal and Jeannemarie O’Brien of Wachtell, Lipton, Rosen & Katz posting in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "Say on Pay 2012"

  • May 7, 2012 Matt Orsagh of CFA Institute: "Investor Ire over Executive Pay Rises"

  • March 2, 2012 Semler Brossy: "2012 Say on Pay Results: Russell 3000 Shareholder Voting" (15 pages, 607 KB, in PDF format); see also June 6, 2012 update report (29 pages, 784 KB, in PDF format) and June 20, 2012 update report (33 pages, 822 KB, in PDF format)

  • January 19, 2012 California State Teachers' Retirement System ("CalSTERS"): "Lessons Learned: The Inaugural Year of Say-on-Pay" (6 pages, 41 KB, in PDF format)

  • November 28, 2011, James D.C. Barrall, Alice Chung, and Charles M. Nathan of Latham & Watkins in The New York Law Journal: "Say on Pay 2011: Proxy Advisors on Course for Hegemony" (2 pages, 302 KB, in PDF format); see also January 6, 2012, Charles M. Nathan of Latham & Watkins LLP, in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "Say on Pay 2011: Proxy Advisors On Course for Hegemony"

  • September 28, 2011 IR Magazine | Inside Investor Relations: "Investors and issuers vary on say-on-pay response | ISS survey shows two sides differ on how boards should react to dissent over executive compensation"

  • July 29, 2011, George Paulin of Frederic W. Cook & Co., in Bloomberg Business Exchange: "Five 'Say-on-Pay' Lessons"

  • July 21, 2011 ISS Corporate Services: "Executive Pay Through a Peer Benchmarking Lens" (8 pages, 568 KB, in PDF format)

  • July 2011, Equilar: "Voting Analytics | An Analysis of Voting Results and Performance at Russell 3000 Companies" (6 pages, 169 KB, in PDF format)

  • July 24, 2011, Martin Lipton and Paul Rowe of Wachtell Lipton Rosen and Katz, in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Inside the Boardroom: Responding to a Negative Say on Pay Vote"

  • June 23, 2011, ISS Governance Weekly: "2011 U.S. Season Review: 'Say on Pay'"

  • January 31, 2011, CFA Institute: "Compensation Discussion and Analysis Template" (20 pages, 255 KB, in PDF format)

  • January 5, 2011, Towers Watson (as published by BusinessWire): "U.S. Companies Divided on Say-on-Pay Frequency, Towers Watson Poll Finds | Few Companies Have Process in Place to Act on Results;" see also more detailed private client report (with permission), January 13, 2011, Towers Watson Executive Compensation Bulletin: "Survey Finds Companies Divided on Say-on-Pay Frequency and Uncertain About the Implications" (6 pages, 74 KB, in PDF format), and interview, January 18, 2011, Corporate Board Member: "Talking Points: Companies Not Sure How Often to Administer Say-on-Pay Votes;"; see also January 5, 2011 Reuters: "Analysis: Companies tweak CEO pay packages ahead of vote"

  • January 2011. Ipreo BetterIR Newsletter: "Say-on-Pay 2011 - The Investor’s Viewpoint"

  • November 3, 2010, Phoenix Advisory Partners: "Say on Pay Frequency: Annual, Biennial or Triennial | Considerations in Making Your Recommendation (4 pages, 113 KB, in PDF format)

  • May 25, 2010, Eleanor Bloxham of the Value Alliance and Corporate Governance Alliance, in  Fortune (as published by CNNMoney.com): "Say on pay: 4 ways to defend executive pay under the new law"

  • May 20, 2010, Suzanne Stevens of The Deal, in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "Inside the Corporate Governance Complex"; for the special report to which the blog refers, see May 14, 2010 The Deal: "What Berle and Means have wrought"

  • April 6, 2010, Charles M. Nathan of Latham & Watkins LLP, in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "The Parallel Universes of Institutional Investing and Institutional Voting"

  • March 30, 2010, Council of Institutional Investors: "Top 10 Red Flags to Watch for When Casting an Advisory Vote on Executive Pay" (pages, 136 KB, in PDF format); see also May 18, 2010, Council of Institutional Investors in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "Red Flags for Say-on-Pay Voting"

  • March 26, 2010, John Wilcox of Sodali and ShareOwners.org, published in Harvard Law School Forum on Corporate Governance and Financial Regulation: "Curbing Excessive CEO Pay by Disentangling Wall Street and Corporate America"

  • March 25, 2010, American Federation of State, County and Municipal Employees (AFSCME) Office of Corporate Governance and Investment Policy: "Say on Pay Facts and Background" (10 pages, 59 KB, in PDF format); see also earlier December 2009 AFSCME "Say on Pay Facts and Background" (9 pages, 54 KB, in PDF format)

  • March 24, 2010, Gary Finch and Elif McDonald of 3XCD: "Say on Pay | Where Are We Heading in North America?" (3 pages, 133 KB, in PDF format)

  • March 9, 2010, Manan Shah and Benjamin M. Grossman of Jones Day, published in New York Times DealBook: "Another View: Vice Chancellor Strine Gets It Right"

  • March 2010, Directors & Boards E-Briefing: "Koz on the Cover - A closing of the circle on a governance success story that wasn’t"

  • February 2010, Teachers Insurance and Annuity Association - College Retirement Equities Fund (TIAA-CREF): "Responsible Investing and Corporate Governance: Lessons Learned from the Crises of the Past Decade" (4 pages, 249 KB, in PDF format)

  • January 28, 2010, Walden Asset Management: "Open Letter to Financial Companies Urging Adoption of Say on Pay in 2010," with attached January 27, 2010 "Open Letter"  (8 pages, 51 KB, in PDF format); see also January 28, 2010, California Public Employees’ Retirement System (CalPERS): "CalPERS Endorses Investors' Appeal for Shareowner 'Say on Pay'"

  • November 23, 2009, Weil, Gotshal & Manges: "Weil Briefing: RiskMetrics/ISS Issues Policy Updates for 2010 Proxy Season—Expect More Negative Vote Recommendations in Uncontested Director Elections" (17 pages, 428 KB, in PDF format)

  • November 19, 2009, RiskMetrics Group: "U.S. Corporate Governance Policy | 2010 Updates" (32 pages, 491 KB, in PDF format); see also related November 19, 2009 RiskMetrics Group publications: "2010 Corporate Governance Policy Updates and Process | Executive Summary" (6 pages, 145 KB, in PDF format) and "2010 Corporate Governance Policy Updates and Process | Frequently Asked Questions on U.S. Compensation" (8 pages, 202 KB, in PDF format)

  • November 16, 2009, Edward J. Durkin, director of corporate affairs at the United Brotherhood of Carpenters and Joiners of America, and Brad Smith, general counsel and corporate secretary of the Microsoft Corporation, published in Roll Call: "A Better Way for Say-on-Pay"

  • November 14, 2009, Simon C.Y. Wong, head of Corporate Governance of Barclays Global Investors, published in Harvard Law School Forum on Corporate Governance and Financial Regulation: "Effective Board Engagement with Shareholders"; for full original article, see Simon C.Y. Wong, published in Winter 2009 Brunswick Review: "Effective Board Engagement with Shareholders" (4 pages, 192 KB, in PDF format)

  • October 28, 2009, Ben W. Heineman, Jr., in The Atlantic: "Shareholders: Part of the Solution or Part of the Problem?"

  • October 2009, Pearl Meyer & Partners, Trends and Issues Report: "2009 Say on Pay Survey" (13 pages, 87 KB, in PDF format); see also October 20, 2009, Pearl Meyer & Partners press release: "Pearl Meyer & Partners Say on Pay Survey Suggests Few Companies Preparing for Say on Pay"

  • September 21, 2009, Deborah Gilshan, a report by Railpen Investments and PIRC Limited: "Say on Pay: Six Years On - Lessons from the UK Experience" (36 pages, 2,460 KB, in PDF format); see also September 22, 2009 The Guardian: "Executive pay still rising despite recession | Report urges investors to vote against excessive deals and warns of firms' cynical methods of managing debate over remuneration"

  • September 21, 2009, The Conference Board Task Force on Executive Compensation: "Guiding Principles" (40 pages, 247 KB, in PDF format); see also September 20, 2009 Financial Times: "Business coalition urges pay overhaul"

  • September 18, 2009, Brad Smith and John Seethoff of Microsoft Corporation, posting on Microsoft on the Issues: "Microsoft’s Board Adopts New 'Say-on-Pay' Policy"; see also June 2010, Brad Smith in Directors & Boards: "Why Microsoft Adopted ‘Say on Pay’" and July 23, 2010, John Seethoff posting on Microsoft on the Issues: "The Dodd-Frank Act and Corporate Governance"

  • September 12, 2009, Joseph E. Bachelder III of the Law Offices of Joseph E. Bachelder, published in Harvard Law School Forum on Corporate Governance and Financial Regulation: "Proposed Pay Reform Rules Raise Questions"

  • September 9, 2009, The Aspen Institute: "Overcoming Short-termism: A Call for a More Responsible Approach to Investment and Business Management"  (9 pages, 137 KB, in PDF format); see also September 9, 2009 Aspen Institute press release

  • August 2009, James F. Reda & Associates, LLC: " Executive Compensation Trends for 2009: Balancing Risk, Performance and Pay" (18 pages, 125 KB, in PDF format)

  • Comment letters to the U.S. Securities and Exchange Commission regarding its July 1, 2009 proposed rules [Release Number 34–60218, File No. S7-12-09]: “Shareholder Approval of Executive Compensation of TARP Recipients”

    • September 8, 2009, Timothy J. Bartl of the Center On Executive Compensation (11 pages, 214 KB, in PDF format)

    • September 8, 2009, David T. Hirschmann of the U.S. Chamber of Commerce (3 pages, 82 KB, in PDF format)

    • September 8, 2009, Mary Hartman Morris of the California Public Employees’ Retirement System (CalPERS) (6 pages, 90 KB, in PDF format)

    • September 8, 2009, William M. Tartikoff and Ivy Wafford Duke of the Calvert Group (3 pages, 65 KB, in PDF format)

    • July 20, 2009, Graef Crystal of The Crystal Report on Executive Compensation (6 pages, 62 KB, in PDF format)

    • July 20, 2009, Edward J. Durkin of the United Brotherhood of Carpenters (4 pages, 63 KB, in PDF format); see also "Inviting Comments on Activist Concerns..."

    • July 14, 2009, Nora M. Nash of the Sisters of St. Francis of Philadelphia (1 page, 31 KB, in PDF format)

    • July 14, 2009, Timothy Smith of Walden Asset Management (8 pages, 48 KB, in PDF format)

  • July 1, 2009, Harold S. Geneen (1910-1997), former chief executive officer of International Telephone and Telegraph Corp., excerpts from 1997 column republished in Directors & Boards: "Geneen on Executive Pay;" for full, original column, see 1997, Harold S. Geneen (1910-1997), former chief executive officer of International Telephone and Telegraph Corp., published in Summer 1997 Directors & Boards: "Geneen on executive pay"  (5 pages, 182 KB, in PDF format)

  • June 29, 2009, Graef Crystal column in Bloomberg: "Executive Enrichment Rules Doomed by Naivete"

  • June 2, 2009, CFA Institute Centre for Financial Market Integrity: "U.S. Member Poll on Executive Compensation" (7 pages, 598 KB, in PDF format)

  • June 2009, Center On Executive Compensation: "Compensation Committee Checklist for Assessing Incentives and Risk"  (6 pages, 67 KB, in PDF format); see also June 21, 2009 Investment News: "Directors' role at center of 'say on pay' debate"

  • May 4, 2009, Cary I. Klafter of Intel Corporation and The Society of Corporate Secretaries & Governance Professionals, interview in The Metropolitan Corporate Counsel: "Systemic Defects In Proxy Voting Machinery Undermine Good Corporate Governance"

  • April 19, 2009, Nell Minow interview in New York Times: "Think ‘We’ for Best Results" and "An Executive’s Favorite Films About Management"

  • April 14, 2009, Stephen M. Davis and Jon Lukomnik in Compliance Week: "Create Meaningful, Effective Say-on-Pay Plans"; see also April 22, 2009 Forum Report: Views of Responsibility for Investor Communications

  • April 9, 2009, James Kroll of Towers Perrin: "The 2009 Proxy Season: How Will Shareholders Vote on Compensation - Related Proposals in Today’s Contentious Climate?"  (5 pages, 56 KB, in PDF format)

  • April 2, 2007, Bess Joffe of Hermes Equity Ownership Services, interview reported in Investor Relations Magazine: "Hermes to US: do one-on-ones about exec comp"; see also March 23, 2009 Forum Report: Professional Advice on Soliciting “Say on Pay” Votes and March 20, 2009, Bess Joffe of Hermes Equity Ownership Services, as reported in Investor Relations Magazine: "Hermes ups engagement in US | Shareholder rights are limited, says director"

  • April 2009, Damien J. Park and Matteo Tonello in The Conference Board Executiveaction series: "The Role of the Board in Turbulent Times... Avoiding Shareholder Activism" (16 pages, 242 KB, in PDF format); see also April 16, 2009 IR Magazine: "Steering clear of shareholder activists"

  • March 20, 2009, Ron Schneider of BNY Mellon Shareowner Services as posted on Say on Pay 2009 (in advance of publication in April 2009 issue of IR Magazine): "The pay-check problem | Ron Schneider’s strategies for preempting, responding to or defeating say-on-pay proposals"

  • February 26, 2009, Judith F. Samuelson of the Aspen Institute and Lynn A. Stout of the UCLA Law School, commentary in The Wall Street Journal: "Are Executives Paid Too Much? Congress asks the wrong question and comes up with the wrong answer."

  • February 25, 2009, Nassim Nicholas Taleb of New York University, commentary in Financial Times: "How bank bonuses let us all down"

  • February 23, 2009, George M. Keller (1924-2008), former chairman and chief executive of Chevron, republication of 1994 Directors & Boards journal article: "Slow Down the CEO Gravy Train"

  • February 20, 2009, David A. Katz of Wachtell Lipton Rosen & Katz posting on the Harvard Corporate Governance Blog: "RiskMetrics Update Continues to Hamper Director Discretion"

  • February 17, 2009, Lucian Arye Bebchuk of Harvard Law School, commentary in The Wall Street Journal: "Congress Gets Punitive on Executive Pay | We want compensation tied to performance"

  • February 7, 2009, Jesse Brill, Chair of CompensationStandards.com, guideline recommendations reported by Broc Romanek, editor of affiliated TheCorporateCounsel.net, posting on the Harvard Corporate Governance Blog: "More on the Administration’s Compensation Guidelines"

  • January 22, 2009, Timothy Smith, press release of Walden Asset Management and American Federation of State, County and Municipal Employees (AFSCME): "Institutional Investors Continue to Press Companies for an Advisory Vote on Executive Pay | Shareholder resolutions filed with over 100 companies by over 70 institutional and individual investors for 2009"

  • January 16, 2009, Pat McGurn of RiskMetrics/ISS, webcast transcript in CompensationStandards.com - The Advisors' Blog: "Forecast for 2009 Proxy Season: Wild and Woolly"

  • January 9, 2009, Gretchen Morgenson, interview in Columbia Journalism Review's The Audit: “You’ve got to keep hammering”

  • December 16, 2008, Louis M. Thompson, Jr., of Kalorama Partners, column in Compliance Week: "Say-on-Pay Looms; Cos Should Seek Shareholder Input"

  • November 25, 2008, William Russell-Smith of AQ Research posting on the Harvard Corporate Governance Blog: "Investment professionals blame bank leaders and want global consultation on new financial system"

  • November 13, 2008, Broc Romanek, editor, posting in CompensationStandards.com - The Advisors' Blog: "The State of 'Say on Pay'"

  • November 10, 2008, Colin Melvin of Hermes Equity Ownership Services in the Evening Standard: "Why Obama matters to every British investor and pension fund"

  • November 4, 2008, BusinessWeek Viewpoint: Leo Hindery Jr., "Why We Need to Limit Executive Compensation | The cancer of excessive CEO pay is at the core of America's economic woes, and it demands government attention"

  • November 2008, Edward Labatan and Ethan D. Wohl of Labaton Sucharow LLP, published in Executive Counsel: "Selective 'Say-an-Pay' the Best Remedy" (3 pages, 103 KB, in PDF format)

  • October 25, 2008, Broc Romanek, editor of TheCorporateCounsel.net posting on the Harvard Corporate Governance Blog: "The Trust Has Left the Building: $23,000 on Spa Treatments"

  • October 21, 2008, National Association of Corporate Directors: 2008 NACD Corporate Governance Conference, summary of plenary session "A Roadmap for Executive Compensation"

  • October 19, 2008 Directors & Boards - Boards at Their Best: "A Ring of the Bell"

  • October 14, 2008, Keith L. Johnson of Reinhart Institutional Investor Services and Shareholder Forum Policy Review Board: "Shareholder Say on Pay – Ten Points of Confusion" (6 pages, 41 KB, in PDF format); for subsequently published versions, see November 6, 2008, Keith L. Johnson and Daniel Summerfield, posting on the Harvard Corporate Governance Blog: "Reconsidering 'Say on Pay' Proposals" and November 2008, Keith L. Johnson and Daniel Summerfield, published in Issue 181 of Governance: "Shareholder Say on Pay" (7 pages, 387 KB, in PDF format)

  • October 7, 2008 Wachtell Lipton Rosen & Katz: "Executive Compensation and the Emergency Economic Stabilization Act of 2008" (5 pages, 90 KB, in PDF format)

  • October 3, 2008, Shearman & Sterling: "Executive Compensation under the Emergency Economic Stabilization Act of 2008" (7 pages, 88 KB, in PDF format)

  • September 26, 2008 The Icahn Report: "Say on Pay"

  • September 24, 2008 New York Law Journal: "'Say-on-Pay': Linking Executive Pay to Performance"

  • September 23, 2008 TheCorporateCounsel.net: "The World is Changing: Why Can't CEO Pay?"

  • September 19, 2008 TheDeal: "'Say on pay' has its day?"

  • September 10, 2008, Center On Executive Compensation: "First-of-a-Kind Study Reveals Nation’s 25 Largest Institutional Investors’ Views on Executive Compensation"

  • September/October 2008 CFA Magazine: "Executive Compensation Front and Center | Evolution, not revolution, is the best approach to reforming executive pay"

  • August 28, 2008 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Weekly: "Another View on Say-on-Pay Progress this Past Proxy Season'"

  • July 21, 2008 RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Blog: "Preliminary U.S. Postseason Report"

  • July 8, 2008, Stephen M. Davis and Jon Lukomnik in Compliance Week: "Dreaming the Impossible Governance Dream"

  • July 2008 Directors & Boards, Annual Report 2008

    • Peter C. Clapman, "Next steps? Be careful what you wish for" (excerpt)

    • John C. Wilcox, "‘Say on pay’ Is Not a ‘Slippery Slope’"

  • March 24, 2008, John C. Wilcox comments for Yale Millstein Center Roundtable - Advisory Vote on Executive Compensation: "An Advisory Vote on Executive Compensation Makes Sense for Both Companies and Shareholders" (4 pages, 21 KB, in PDF format)

  • March 15, 2008, Center on Executive Compensation: "Say on Pay Versus Mandatory Votes on Pay | Why Existing Shareholder Engagement Mechanisms Are More Effective Than a Mandatory Shareholder Vote on Executive Compensation" (23 pages, 201 KB, in PDF format)

• Views of Regulators

  • December 30, 2011, Mary L. Schapiro of the U.S. Securities and Exchange Commission posting in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "Say on Pay Leading to Better Communication About Compensation"

  • October 18, 2010, U.S. Securities and Exchange Commission press release: "SEC Proposes Rules on "Say on Pay" and Proxy Vote Reporting"

  • October 5, 2009, Leo E. Strine, Jr., of the Delaware Court of Chancery, published in New York Times DealBook: "Why Excessive Risk-Taking Is Not Unexpected"

  • July 29, 2009 (dated June 28, 2009), U.S. House Committee on Financial Services press release: "Financial Services Committee Passes Executive Compensation Reform"; see also July 31, 2009, Committee on Financial Services of the U.S. House of Representatives, H.R. 3269: “Corporate and Financial Institution Compensation Fairness Act of 2009” (20 pages, 176 KB, in PDF format)

  • July 17, 2009, U.S. House Committee on Financial Services press release: "Frank Circulates Discussion Draft on Executive Compensation"

    • July 17, 2009, Barney Frank, Chairman of the Committee on Financial Services of the U.S. House of Representatives, discussion draft: “Corporate and Financial Institution Compensation Fairness Act of 2009” (13 pages, 84 KB, in PDF format)

  • July 16, 2009, U.S. Department of the Treasury press release: "Administration’s Regulatory Reform Agenda Moves Forward: Say-On-Pay"

    • July 16, 2009, U.S. Department of the Treasury: Title IX - Additional Improvements to Financial Markets Regulation, “Investor Protection Act of 2009” (7 pages, 46 KB, in PDF format)

  • July 1, 2009, U.S. Securities and Exchange Commission press release: "SEC Proposes Measures to Improve Corporate Governance and Enhance Investor Confidence"

    • July 1, 2009, U.S. Securities and Exchange Commission, Proposed Rule [Release No. 34-60218; File No. S7-12-09]: "Shareholder Approval of Executive Compensation of TARP Recipients" (20 pages, 185 KB, in PDF format)

      ? See selected comment letters, above; for all public comment submissions, see SEC web site

    • July 10, 2009, U.S. Securities and Exchange Commission, Proposed Rule [Release Nos. 33-9052; 34-60280; IC-28817; File No. S7-13-09]: "Proxy Disclosure and Solicitation Enhancements" (137 pages, 1,220 KB, in PDF format)

  • June 11, 2009, Gene Sperling, Counselor to the Secretary of the Treasury: Opening Statement before the U.S. House of Representatives Committee on Financial Services

  • June 10, 2009 U.S. Department of the Treasury: "Statement by Treasury Secretary Tim Geithner on Compensation"

    • June 10, 2009 U.S. Department of the Treasury: "Fact Sheet - Ensuring Investors Have a 'Say on Pay'" (1 page, 18 KB, in PDF format)

    • June 10, 2009 U.S. Department of the Treasury: "Fact Sheet - Providing Compensation Committees With New Independence" (1 page, 27 KB, in PDF format)