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


06 Dec 2010 12:00 p.m. - 01:30 p.m. PST

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 

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