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

Northern Virginia Presentation

12/02/2010 07:30 a.m. - 09:30 a.m.

Public Companies Counseling + Compliance

Morrison & Foerster
1650 Tysons Boulevard
Suite 400
McLean, VA 22102

Lawrence R. Bard

Lawrence R. Bard

Seminar

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:

  • Lawrence Bard, Partner, Morrison & Foerster
  • Rick Hansen, Counsel, Chevron Corporation
  • David Lynn, Partner, Morrison & Foerster

We We will apply for Virginia CLE credit after the program.

Morrison & Foerster LLP has been certified by the New York State Continuing Legal Education Board as an Accredited Provider of continuing legal education in the State of New York. This continuing legal education program has been approved in accordance with the requirements of the Continuing Legal Education Board for a maximum of 1.5 credit hours, of which 1.5 credit hours can be applied toward the Professional Practice requirement.

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