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Events & Webcasts

Webinars

Proxy Reform and Mechanics, the Conversation Grows
Recorded December 1, 2009

On Nov. 3, a small group of leading corporate governance professionals in the US attended a panel discussion on proxy reform, focusing on the implications for their boards and how it will impact their companies’ shareholder outreach efforts. The conversation led to more questions and the panel reconvened on Dec. 1 to address all the issues. The panel, experts from different sides of the investment industry, spoke about how best to be ready for all the coming changes. Throughout this recorded webinar, there are polling questions related to proxy reform so you can see your colleagues awareness and feeling on related topics. Topics covered include:

  • An update on the Shareholder Communications Coalition and their proxy mechanics recommendations
  • Proxy access impact
  • Changes in proxy material fulfillment and delivery mechanisms
  • An institutional investor’s view of the process

The session was moderated by Brendan Sheehan, Executive Editor of Corporate Secretary magazine. The panelists were:

Stephen Brown
Director, Corporate Governance, TIAA-CREF

Patrick Daugherty
Partner, Foley & Lardner

Niels Holch
Executive Director, Shareholder Communications Coalition (SCC)

Charles Rossi
Executive Vice President, Computershare

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Proxy Mechanics – Changes to the Landscape for 2010
Recorded November 10, 2009

Change is in the air as we head into the 2010 Annual Meeting Season. Join us as we explore how recent changes in regulation along with proposed changes from the SEC and Congress may impact the season and what issuers are doing about all of this change.

Jeff Morgan, CEO of NIRI, and Charlie Rossi, President of the Stock Transfer Association (STA), lead an interactive discussion in which they give their views on how NIRI and the STA feel about the current state of proxy reform.

Join us as two industry leaders share their thoughts on the future of the proxy voting system.

Presented by Jeff Morgan, CEO of NIRI, and Charlie Rossi, Executive Vice President of Client Services for Computershare and President of the Securities Transfer Association.

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Elimination of Broker Discretionary Voting
Recorded October 15, 2009

On July 1, 2009, the SEC approved an amendment to NYSE Rule 452 that would eliminate the so-called “broker discretionary vote” in uncontested director elections. This could create unprecedented governance challenges for management and corporate boards.

Join us to discuss what challenges and opportunities this will bring and what actions you can start taking now to best prepare for the elimination of the broker discretionary vote in uncontested director elections. Topics will include:

  • How analysis can help you determine the likely degree of impact on future elections.
  • The importance of educating retail investors and how to “get out the vote.”
  • The impact of your company’s corporate governance profile on director elections.
  • Contingency plans for a failed director election (for majority voting companies) or exceptionally high opposition vote (for plurality voting companies).

Presented by Rachel Posner, Senior Managing Director and General Counsel of Georgeson, Inc.

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Proxy Access: What Boards, Senior Management and Their Corporate Governance Advisors Need to Know and Do Now
Recorded July 29, 2009

A high-level overview concerning the current state of play regarding proxy access including the SEC and congressional initiatives to impose a proxy access regime on all public companies is presented.

Speakers:

  • Rhonda Brauer, Senior Managing Director, Corporate Governance, Georgeson Inc.
  • Scott Herlihy, Mergers & Acquisitions, Latham & Watkins
  • Chuck Nathan, Global Chair, Mergers & Acquisitions, Latham & Watkins

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Web Seminar: "Say-on-Pay" II: An Investor's Perspective on Engaging Companies
Recorded April 2, 2009

Discover what has worked and what has not worked in the UK, where “say-on-pay” votes have become common over the past few years.

Georgeson Inc. and Cleary Gottlieb Steen & Hamilton LLP invite you to participate in our upcoming second interactive web seminar addressing the "say-on-pay" votes for TARP recipients of the American Recovery and Reinvestment Act of 2009, as well as other U.S. public companies.

The one-hour program will include a panel with Rhonda L. Brauer, Senior Vice President – Corporate Governance, Georgeson, and Mary E. Alcock, Cleary Gottlieb executive compensation Counsel, and special guest Bess Joffe, Associate Director of Hermes Equity Ownership Services Ltd., which is owned by the UK’s largest pension fund, the British Telecom Pension Scheme.

The panel will discuss topics such as:

  • What should US companies that are facing “say-on-pay” votes, this year, be doing right now to engage their shareholders?
  • What types of company-shareholder engagements have been successful and unsuccessful?
  • With whom do shareholders most want to engage on executive compensation issues?
  • How do shareholders decide how to vote on “say-on-pay” resolutions?
  • What significant differences can be expected from the UK versus the US experience with “say-on-pay”?
  • What should US companies be thinking about now and in the off-season, for a “say-on-pay” resolution that will be submitted to shareholders, either voluntarily or involuntarily, in 2010?
  • What are some of the legal and strategic proxy solicitation issues raised by shareholder preferences for company engagement on “say-on-pay”?

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The ARRA "Say on Pay" Mandate: What TARP Recipients Need to Know Now
Recorded February 25, 2009

Georgeson Inc. and Cleary Gottlieb Steen & Hamilton LLP address the “Say on Pay” provisions for TARP recipients of the American Recovery and Reinvestment Act of 2009. The panel included David S. Drake, President, Georgeson Inc., Alan L. Beller, Cleary Gottlieb Partner and former Director of the SEC’s Division of Corporation Finance, and Mary E. Alcock and Arthur H. Kohn, Cleary Gottlieb executive compensation Counsel and Partner.

The webinar addresses issues arising from the potential effectiveness of the mandatory "Say on Pay" provisions for TARP recipients included in the ARRA for the spring 2009 annual meeting season. View »

The 2009 Proxy Season: The Year of Investor Anger
Recorded February 12, 2009

Chuck Nathan and Steven Stokdyk of Latham & Watkins LLP, and Rhonda Brauer of Georgeson Inc. discuss the recent updates to the 2009 Proxy Season including:

  • Types of proposals
  • RiskMetrics positions
  • SEC issues
  • Proxy disclosures
  • Strategies to win shareholder votes

The speakers also address other developments in the Proxy Season such as challenges to the next generation advance notice bylaws and poison pill litigation updates. View »

The 2008 Proxy Season: Despite Turmoil, Investors Remain Resolute
Recorded December 2008

Rachel Posner, Senior Managing Director and General Counsel at Georgeson presents the Executive Summary from Georgeson's 2008 Annual Corporate Governance Review. View »

Archived Presentations, Webinars & Podcasts
Were you unable to attend a FreeSMARTS™ session? Would you like to review the materials from past sessions? Visit our ThoughtCentric website to view archived presentations and webcasts.

Industry Conferences & Sponsorships

Please check back soon for a list of upcoming events.