How to Handle “Say-on-Pay”

Our guests – Troutman Peppers’ Dave Meyers and New Jersey Resources’ Rich Reich – discuss how to handle say-on-pay, including:

1. How often might you have say-on-pay on the ballot?
2. What does say-on-pay actually cover? What are shareholders actually voting upon?
3. Can you speak to the possible trend of investors not only voting against SOP, but also voting against members of the comp committee like CalPERS?
4. How much of a description do you need about say-on-pay in the proposal section of a proxy that relates to it?
5. What do you say about SOP in the “voting standards” section of the proxy?
6. How would you describe SOP on the proxy card & VIF?
7. Do you need additional disclosure about it in the CD&A?

For many more Vid-Guides dealing with corporate & securities law, corporate governance, E&S issues and more – particularly if you want to review any Vid-Guides referred to during this Vid-Guide – see the list of Vid-Guides spread throughout these categories:

• Corporate Governance
• Proxy Season
• Executive Pay
• ’34 Act/Other
• ’33 Act/Deals
• Sustainability/E&S
• Career Advice
• Fun Party

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