March 31, 2009

Just Announced: “4th Annual Proxy Disclosure Conference” & “6th Annual Executive Compensation Conference”

We just posted the registration form for our popular conferences – “Tackling Your 2010 Compensation Disclosures: The 4th Annual Proxy Disclosure Conference” & “6th Annual Executive Compensation Conference” – to be held November 9-10th in San Francisco and via Live Nationwide Video Webcast. Here is the agenda for the Proxy Disclosure Conference (we’ll be posting the agenda for the Executive Compensation Conference in the near future).

Special “Half-Off” Early Bird Rates – Act by April 24th: We know that many of you are hurting in ways that we all never dreamed of – and going to a Conference is the last thing on your mind. But with huge changes afoot for executive compensation and the related disclosures, we are doing our part to help you address all these critical changes—and avoid costly pitfalls—by offering a “half-off” early bird discount rate so that you can attend these critical conferences (both of the Conferences are bundled together with a single price). So register by April 24th to obtain 50% off.

Rolling In: Rule 452 Comments

With comments due last Friday on the NYSE’s broker non-vote proposal as noted in this blog, below are links to comment letters submitted by notable groups so far (here is a link to all the comment letters):

NYSE Proxy Working Group

Shareholder Communications Coalition (aggregation of corporate associations)

Council of Institutional Investors

Business Roundtable

Society of Corporate Secretaries

National Investor Relations Institute

There are a surprising number of comment letters submitted by companies, including one from GM’s now-former CEO Wagoner submitted Friday. I guess they realize the significance of this proposal and have overcome their traditional reluctance to voice an opinion directly (as opposed to through an industry group).

In terms of analysis of voting returns, this comment letter from Broadridge covers how broker non-votes impacted shareholder meetings during 2007.

The Latest Proxy Season Developments

If you haven’t signed up to get our new “Proxy Season Blog” pushed out to you, here are a few of the items you’ve missed in the last week:

– Draft E-Proxy Standards: NIRI Seeks Comment
– More on “Another New E-Proxy Notice from Broadridge”
– Proxy Disclosure of Compensation Practices in a Volatile Equity Market
– Intel First to Offer Live Internet Voting
– The Growth of “Poor Economy” Disclosure
– Re-Thinking D&O Questionnaires

Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog (just like this blog).

Game Changer: Delaware Supreme Court Reverses in Lyondell

On the Blog last week, I blogged twice about a new important Delaware Supreme Court decision, Lyondell Chemical Company v. Ryan (No. 401, 2008). We’ve already posted a number of memos about the decision in the “Fiduciary Duties” Practice Area.

– Broc Romanek