The 2011 proxy season promises significant new challenges for public companies, as the Dodd-Frank Act now has mandated Say-on-Pay votes at annual meetings beginning in January 2011. The Say-on-Pay votes will occur in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This program addresses the practical steps that you should take to prepare for the 2011 proxy season.
Topics Will Include:
- How to implement Say-on-Pay this proxy season
- A review of proposed SEC rules
- Improving your CD&A and compensation disclosures
- Deciding on the frequency of Say-on-Pay votes
- Drafting your Say-on-Pay resolutions
- Compensation and governance disclosures
- What we are seeing
- New rules and interpretations
- Addressing SEC comments
- Conducting effective pay risk assessments
- Shareholder voting policy hot topics in 2011
- Effective engagement with shareholders
- Revisiting your key corporate governance and compliance policies
- Necessary changes
- Best practices
- The latest on the SEC’s Dodd-Frank Act rulemakings
- Key considerations for risk factors and MD&A in your Form 10-K
- What lies ahead
- Proxy access
- Potential proxy plumbing changes
Speakers:
- Michael Frank
Partner, Morrison & Foerster
- Irving Gomez
Assistant Secretary and Senior Attorney
Intel Corporation
- Jackie Liu
Partner, Morrison & Foerster
- David Lynn
Partner, Morrison & Foerster
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