Highlights from Our eLunch “Preparing for the 2012 Proxy Season: Governance and Executive Compensation Strategies”

On Wednesday of this week, my colleagues and I held a webinar "Shareholder Engagement Strategies for the 2012 Proxy Season." The purpose of this eLunch was to assist participants in navigating the changing governance landscape for the 2012 Proxy Season – with a specific focus on shareholder engagement issues, and the latest tripwires for publicly-traded companies, including financial institutions.

If you were unable to attend the October 19 webinar or have further questions, the speakers will be available via Twitter to answer remaining questions. Please send your questions to WinstonLaw by 1 p.m. (Central) today, Friday, October 21.

Speaking on executive compensation in the webinar, my partner Erik Lundgren set forth the following steps for immediate action:

  • Understand best practices in executive compensation.
  • Analyze issues from the 2011 proxy season. Review shareholder voting in 2011 and policy changes for 2012.
  • Identify "red flags" and significant trends. Address the "red flags" in advance.
  • Be responsive to shareholder communications and outreach. Initiate a shareholder engagement plan.
  • Be proactive in drafting the proxy statement. Effectively tell the company's story and support its plans and programs.
  • Remember that EVERY company must disclose whether and, if so, how they have considered the results of the most recent "Say on Pay" vote in determining their executive compensation policies and decisions.

Also in the webinar, my partners Chris Edwards, Oscar David and Erin Stone spoke on corporate governance and shareholder engagement, and guest speaker Rhonda Brauer of Georgeson provided valuable insights relating to recent trends in shareholder engagement and conducting successful shareholder outreach programs.

October 21, 1959, President Dwight D. Eisenhower signed an executive order transferring Wernher von Braun and other German scientists from the U.S. Army to NASA. If you feel like some deep moral thinking, you could study top-secret Operation Paperclip, under which von Braun and many of his rocket team were brought to the U.S. immediately after the fall of Germany in WWII. Here he would assist in the development of the atomic bomb that ended the war in the Pacific Theater and become recognized as the preeminent rocket engineer of the 20th century in his role with the NASA. The moral conundrum arises because von Braun was a former decorated member of the Nazi party, as were most other members of his team. Most likely, concentration camp labor was used at locations that he/they supervised. However, it was decided that we needed them to beat the Japanese and then the Russians. I have only been able to find one book on Operation Paperclip, which I cannot recommend because, although informative on the facts, it was terribly written.