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:

• Christopher Forrester, Partner, Morrison & Foerster
• David Lynn, Partner, Morrison & Foerster

Morrison & Foerster LLP (Provider #2183) certifies that this activity has been approved for MCLE credit by the State of California in the amount of 1.5 hours.