The Advisory Vote is Here, Now What?

Working Towards Creating a Productive Framework (and a Common Language) Around Casting and Interpreting "Say on Pay" Votes: A Dialogue Among Institutional Investors, Company Management and Corporate Directors

Program Overview:
Since the concept of a U.S. advisory vote was introduced, its appropriateness, merits, value and purpose have been debated by boards of directors, company management and investors. Congressional action over the last several weeks has pushed this concept from theory to action. Between required votes at TARP recipients, and voluntary company adoptions, we expect there to be upwards of 300 advisory votes offered by management in the coming months.

It is now time for the discussion to turn to how an advisory vote can be a constructive tool for the business and investment communities. This session is meant to be a starting point for a rational, coherent, above-the-fray dialogue on the topic, among investors, directors and management. One goal is to soften the rhetoric that has erupted over executive compensation, in search of common ground. We do not expect to answer all the questions, and may likely leave with more questions than we started with. However, we believe that open and frank dialogue is the best way to ensure we extract the most value from the significant resources that will be committed to this vote by the governance community.

Welcome Address
Hye-Won Choi, SVP, Head of Corporate Governance, TIAA-CREF

Panel 1 – Now That Say On Pay is Here, How Will it Work?

•	How are institutional investors going to determine their votes?
•	How important are the quality of disclosure, the size of the pay numbers, the type and mix of pay vehicles, and other factors?
•	How should directors and management interpret an Against vote?
•	Will institutional investors’ approaches to Say on Pay be different next year, assuming mandated, or broader, adoption? If so, how?
•	What are the ten or so items of information that institutional investors deem most important in making their “Say on Pay” voting determinations? Should companies seek to provide additional and/or reformatted information to assist in this regard?
Moderator:
Kenneth Kopelman, Partner, Kramer Levin Naftalis & Frankel LLP
Panel:
Shelley J. Dropkin, General Counsel, Corporate Governance, Citigroup Inc.
Deborah Gilshan, Corporate Governance Counsel, RailPen Investments
Nina Henderson, Director, AXA Financial, Inc.
Janice Hester-Amey, Portfolio Manager, Corporate Governance, CalSTRS
Additional panelist announcement still to come.

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