December 15, 2010

Say-on-Pay: What Four Frequency Choices Looks Like

A few days ago, I blogged on’s “The Advisors’ Blog” about a sample voting instruction form to illustrate how the four frequency choices can be displayed on a proxy card (note the names of the directors). Mike Andresino of Posternak Blankstein & Lund weighed in that if management is recommending triennial as the frequency, then instead of ordering the choices, reading left to right, as “1-yr / 2-yr / 3-yr / abstain,” he would put the one the company wants first, like this: “3-yr/ 2-yr /1-yr / abstain” (this obviously would be tricky if management recommended biennial).

I confirmed with Broadridge that their systems could indeed process this type of change in order for all of its voting formats: paper, telephone,, and ProxyEdge. Whether transfer agents and tabulators can handle that remains to be seen.

And don’t forget that Mark Borges is maintaining a daily recap of the latest proxy statement filings and a scorecard of what frequency companies are recommending in his “Proxy Disclosure Blog.”

I am wrapping up the Winter 2011 issue of the Compensation Standards newsletter that will be posted right after New Year’s Day (available to all 2011 members of This issue will contain more practical guidance on say-on-pay preparation, supplementing the July-August 2010 issue of The Corporate Counsel that I wrote a few months back. One topic I tackle is what you need to check now to ensure that Broadridge’s systems work properly with other players in the meeting process so that tabulation is done correctly.

Since all memberships expire at the end of this month, renew now to receive this issue as soon as it’s out. Or try a no-risk trial if you are not yet a member to receive this issue as soon as it’s up.

The SEC’s Enforcement Logo: Now You See It, Now You Don’t

For a few months, the SEC’s home page contained an Enforcement “stamp” symbol, essentially an icon for the Enforcement Division. This icon was prominent on the upper right-hand corner of the home page, with links to the Division’s “headline” cases. Personally, I never understood why the Enforcement Division needed to be branded separately from the SEC itself – so I’m happy to see that iall has now disappeared.

An In-House Guide to Internal Investigations

In this podcast, Dan Bookin of O’Melveny & Myers explains his firm’s new handbook on internal investigations entitled, “In-House Counsel’s Guide to Conducting Internal Investigations“:

– Why did the firm write the guide?
– Should in-house counsel consult the guide when a need for an internal investigation arises? Or is that too late?
– What are your favorite pieces of guidance in the guide?

– Broc Romanek