March 19, 2004

Marsh & McLennan Nomination Renders

In the face of the first potential “opt-in” proposal – one that might have triggered the SEC’s shareholder access framework, Marsh & McLennan nominated a director candidate put forth by four pension plans (who combine to own 1.3% of the company’s equity). As a result, the shareholder proposal was withdrawn by the pension plans.

The investor nominee is a former US Attorney in New York, who now works at Dorsey & Whitney. This is an interesting development and might be a harbinger of what will typically happen when companies receive “opt-in” proposals. Historically, it has been rare that a company would acknowledge investor involvement in the selection of a nominee.

Another Exchange Heard From

A little late to be addressing this question, but someone asked in our Q&A Forum whether AMEX follows the NYSE or Nasdaq as to when the new governance standards take effect (i.e. do the new disclosures have to be included in this year’s proxy statement)? I have confirmation from the AMEX staff that they follow the Nasdaq approach – so AMEX-listed companies must include the new disclosures in this year’s proxy statements.

Evolving Compensation Practices

On the heels of yesterday’s popular NASPP webcast – “What The Top Compensation Consultants Are NOW Telling Compensation Committees” – the NASPP has launched a Q&A Discussion Forum devoted to evolving compensation practices.

A number of well-known compensation consultants and compensation critics have signed on to help monitor the forum and answer questions. Within its first hour, there were nearly a dozen – many of them provocative – questions posted!