Preparing for the 2011 Proxy Season:
The Say-on-Pay Vote and Beyond

San Francisco Presentation

12/06/2010 11:30 a.m. - 01:30 p.m.

Public Companies Counseling + Compliance

Morrison & Foerster
425 Market Street
34th Floor
San Francisco, CA 94105

Jackie Liu and David M. Lynn

David M. Lynn and Jackie Liu


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


  • Michael Frank
    Partner, Morrison & Foerster
  • Irving Gomez
    Assistant Secretary and Senior Attorney
    Intel Corporation
  • Jackie Liu
    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.

Email Disclaimer

Unsolicited e-mails and information sent to Morrison & Foerster will not be considered confidential, may be disclosed to others pursuant to our Privacy Policy, may not receive a response, and do not create an attorney-client relationship with Morrison & Foerster. If you are not already a client of Morrison & Foerster, do not include any confidential information in this message. Also, please note that our attorneys do not seek to practice law in any jurisdiction in which they are not properly authorized to do so.

©1996-2019 Morrison & Foerster LLP. All rights reserved.