May 10, 2011

Panels Announced: “The Say-on-Pay Workshop Conference: 8th Annual Executive Compensation Conference”

I have now posted the speakers for our annual package of executive pay conferences to be held on November 1st-2nd in San Francisco and by video webcast: “Tackling Your 2012 Compensation Disclosures: 6th Annual Proxy Disclosure Conference” and “The Say-on-Pay Workshop Conference: 8th Annual Executive Compensation Conference.” Here’s the “Proxy Disclosure Conference” agenda – and here’s “The Say-on-Pay Workshop Conference” agenda.

I’ve assembled an all-star cast to ensure you are fully prepared for Round 2 of say-on-pay. Not only are ISS and Glass Lewis representatives speaking multiple times, but you will hear from in-house people about how they grappled with proxy advisor recommendations they didn’t agree with. From companies that nearly failed say-on-pay. From many well-known compensation consultants and proxy solicitors. And perhaps most importantly, from the folks that actually vote the proxies – institutional investors – including these speakers:

Vineeta Anand – AFL-CIO
Donna Anderson – T. Rowe Price Associates
Anne Chapman – Cap Re
Michelle Edkins – BlackRock
Kurt Schacht – CFA Institute
Anne Sheehan – CalSTRS
Albert Meyer – Bastiat Capital

Less Than Three Days Left for Early Bird: Save 25% by registering by this Friday, May 13 at our early-bird discount rates.

Whistleblower Laws in Court

On May 3rd, as noted in this memo, the 9th Circuit Court of Appeals held that the whistleblower law in Section 806 of Sarbanes-Oxley do not protect leaks to the media in Tides v. Boeing. This is the latest in a long line of whistleblower cases brought since SOX was enacted nearly a decade ago.

The next day, the US District Court – Southern District of New York – in Egan v. TradingScreen Brokerage Services – issued this order that takes a detailed look at who may invoke the anti-retaliation provisions under Section 922 of Dodd-Frank and what is required to invoke the protection. Although we are still waiting for final whistleblower rules from the SEC regarding whistleblower bounties, Dodd-Frank does allow for a private right of action. I believe this is the first whistleblower case under Dodd-Frank. Learn more in Kevin LaCroix’s “D&O Diary” Blog.

First Uses of Golden Parachute Approvals at Annual Meetings

In his “ Blog,” Steve Quinlivan identifies the first five companies to use the optional advisory approval of golden parachute arrangements permitted by Dodd-Frank in connection with an annual meeting. Check it out.

– Broc Romanek