October 31, 2005

Today is the “2nd Annual Executive Compensation Conference”

You will be able to access the video webcast on the home page of – here are the course materials. Hope to see some of you there, at the NASPP Conference the next day – or at the PLI Conference in NYC at the end of the week (stop by our booth)!

Pfizer Tweaks Majority Vote Governance Guideline

On Thursday, Pfizer amended its majority vote governance guideline to clarify how it will be applied in the event that any director receives more “withheld” votes for his or her election than “for” votes.

Pfizer’s amended corporate governance principles now state that:

– The board will act on a director’s offer to resign within 90 days following certification of the shareholder vote

– The board will promptly disclose, via a press release, its decision to accept the resignation offer or, if applicable, the reasons for rejecting the offer

– The majority voting policy will be limited to uncontested director elections

– Any director who tenders a resignation shall not participate in any consideration by the board of the resignation offer

More PCAOB Inspection Reports Posted

Last week, the PCAOB posted more than two dozen new inspection reports (they relate to inspections conducted during 2004). During the past few weeks, the PCAOB has issued the 2004 inspection reports for Deloitte and KPMG – E&Y and PwC should be coming shortly. All of the PCAOB’s inspection reports are posted on this page.