Anticipating an Uncertain Proxy Season

Patrick McGurn, Special Counsel, Institutional Shareholder Services, offered his insights into his firm’s just published governance policy for 2012 in a Winston & Strawn LLP  webinar.  He urged companies to tell shareholders about their outreach efforts, what actions the company was taking as a result of last year’s shareholder votes on Say on Pay and other issues and how the board would adjust disclosure as a result.  Most importantly, he advocated a proactive approach, not waiting for the proxy, but to make supplemental filings now that could be re-emphasized in the proxy.
He saw the coming proxy season more like 2009, the depth of the downturn and the “high-water mark” for activists rather than last year’s relatively easy proxy season. He noted the backdrop of a presidential election and the anger that is being expressed in the Occupy Wall Street movement.
McGurn advocated more engagement and reaching out to the second tier of the shareholder base. He noted that opposition has come from these groups in the past.
The goal of such engagement is a dialogue.  Since the Say on Pay votes are advisory, it’s making shareholders part of the governance process.






















































and what they heard in sessions with He characterized the upcoming proxy season as “uncertain” noting a presidential election on the horizon, anger as expressed by the Occupy Wall Street groups and As he looked broadly at the