Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE


The standard advice for the non-binding shareholder referendum on say-on-pay is to put an executive summary on compensation in your proxy statement’s CD&A and emphasize the pay for performance link.  That of course works, but shareholders have to dig through the proxy statement and find it.  That is not always likely to happen, especially with a retail base.


Exxon Mobil seems to have found a solution by filing additional materials that look like they will be mailed to shareholders with the proxy statement.  The materials emphasize the independence of the compensation committee, the pay-for-performance link and risks management relative to compensation practices.  It looks like additional printing costs may be incurred but perhaps those costs are worth it to avoid confusion and educate shareholders.


Goldman Sachs has taken a similar but different approach.  Goldman’s additional materials look like a PowerPoint show to walk key shareholders through corporate governance and compensation materials.  Getting out in front of the issues with definitive materials and a contact list cannot hurt.


Both examples show how “complicated” proxy season’s strategies can become.  We suspect we will see other original approaches as well.


Check frequently for updates on the Dodd-Frank Act and other important securities law matters.

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