TheCorporateCounsel.net

As illustrated by this 5-minute video of conference snippets, we really did have some fun during last week’s “Proxy Disclosure Conference” in San Diego. The 5-minute PEP Talks were well-received as they gave everyone a break from the non-stop practical guidance delivered over 20 panels. Dave & Marty performed a “pay ratio” puppet show, Liz Stoudt delivered some serious poetry slam & Wendy Davis led us all in gleeful parody song. And “Family Feud” was hosted by yours truly:

Jones Day’s Wendy Davis: The Lyrics

Here are the lyrics for Wendy Davis’ remake of “Thrift Shop” by Macklemore (this video shows the original):

Hook:
I’m gonna comp some peers
Only got $20M in my budget
I – I – I’m hunting, looking for a clawback
This is gonna be awesome

Talk to Radford cause I gotta find a reason
ISS yelled about RSUs last season
Only time based; too damn many
Investors like “Darn, you should pay him just a penny”
Rolling in, hella deep, heading to a board meeting
Show my CEO the data I’ve been tally-sheeting
Armed with my slide deck, GC standing next to me
List out our peer group: Pfizer and Fidelity
Oooooppps … but I thought those made sense!

Narrative, imperative, ending single trigger
Every year the CD&A grows bigger and bigger
Board’s unhappy, better use best practice
Independent comp committee gonna watch our …
I’m a take Mark Borges’ style, I’m a take Mark Borges’ style,
No for real, ask him, can he read my proxy?
Exec summary and some anti-hedging
Melbinger blogging about stock pledging

He said realized pay, we used realized pay
We used plain English, we cut redundancy
Hello, hello, Broc, my mello
Ain’t got fringe benefits, oh hell no!
Take some charts, make them color, and use those
ISS will be like, “But where’s the pay ratio?”

– Hook –

What you know about exec pay audits
What you know about claw-backs from profits
I’m reading, I’m reading, I’m searching thru guidance
Barb Baksa’s got the answers at the booth with the experts

Dodd Frank – they created these rules
I’m at this conference trying to get some tools
Howard Dicker, Marty Dunn and Scott Spector
Give good advice, gonna make it all better

Finance, HR, stock plan, legal
Take their data and I make it readable
Build a table with the footnotes in them
I do the edits, and we’re good with them

I think Item 402 is so damn foxy
Alan Dye’s like yo, it’s only just a proxy.
Limited edition, let’s do some addition
50 hours on a proxy that goes right in the waste bin
I need to reach my retail investors
I need to daz-zle the rigor testers
Will they think my P4P is alright?
Til the vote’s in I can’t really sleep at night
The Journal views my proxy with a microscope
Trying to get votes with repricings, no you hella won’t
No you hella won’t

– Hook –

I found the median employee in my shop
I’ll run the ratio with Mike Kesner down the block
I found the median employee in my shop
I’ll run the ratio with Mike Kesner down the block

– Hook –

– Broc Romanek