October 29, 2009

A Proxy Solicitor’s Perspective: Option Exchange Programs

From our proxy solicitor podcast series, in this podcast, Reid Pearson of The Altman Group provides some insight into option exchange program issues, including:

– Once a company has decided to bring an option exchange program to shareholders, what are some of the first steps they should consider?
– From a proxy voting perspective, what types of issues will institutional investors and the proxy advisory firms (egs. RiskMetrics, Glass Lewis) be looking at when deciding on their vote or recommendation?
– Is it acceptable for an exchange program to recycle the exchanged shares back into the pool of shares available for future grant?
– What kind of fallout would there be if a company does an exchange of underwater stock options, but does not bring the program to shareholders?

In this USA Today article, SEC Commissioner Elisse Walter’s recent battle with cancer is described nicely.

Survey Results: “Affiliates” for Rule 144 Purposes

We recently wrapped up our Quick Survey on “”Affiliates” for Rule 144 Purposes.” Below are our results:

1. At our company, we define the term “affiliates” for Rule 144 purposes as:

– All Section 16 “persons” – 62.3%
– All Section 16 “officers” – 12.3%
– Selected Section 16 officers and directors – 18.6%
– Selected Section 16 officers – 0.5%
– CEO only – 0.5%
– Other – 5.9%

Please take a moment to respond anonymously to respond to our “Quick Survey on D&O Questionnaires and Related-Party Transactions.”

The “4th Annual Proxy Disclosure Conference”

Due to unprecedented demand and limited space at our conference hotel for the “4th Annual Proxy Disclosure Conference,” we were forced to end Conference Registrations for those attending live in San Francisco. It’s sold out!

You Can Still Attend Via Video Webcast: But note in the alternative, you can still attend the “4th Annual Proxy Disclosure Conference” (11/9) – which is paired with the “6th Annual Executive Compensation Conference” (held on 11/10) – by video webcast. You automatically get to attend both Conferences for the price of one. Here is the agenda for both Conferences. The speakers are a “who’s who” in the executive compensation field, including:

– SEC’s Shelley Parratt
– Disclosure experts Dave Lynn, Mark Borges, Alan Dye and Ron Mueller
– Disclosure experts Keith Higgins, Scott Spector, Howard Dicker, Amy Goodman and Martha Steinman
– Treasury’s Mark Iwry, Senior Advisor to Secretary Geithner
– RiskMetrics’ Pat McGurn and Valerie Ho
– Glass Lewis’ Bob McCormick
– NY Times’ columnist Joe Nocera
– Noted counsel John Olson and Marc Trevino
– Renowned consultants Fred Cook, Ira Kay, Mike Kesner, Doug Friske, James Kim and Don Delves
– Chevron director Bob Denham and P&G Chair A.G. Lafley
– Investor advocates Meredith Miller and Paul Hodgson
– Our own Jesse Brill and Broc Romanek

Order Audio from NASPP Conference: In addition, you can still hear each – and any – of the 36 panels you wish from the NASPP Conference by ordering the downloadable audio and course materials.

– Broc Romanek