The 2015 Proxy Season: What Smart Directors Need to Know.

February 11, 2015
New York, NY

Overview

Proxy season is the time when the spotlight shines brightest on public corporate Boards of Directors.
 
Every public Board will soon be grappling with a full plate of proxy season issues, running the gamut from say-on-pay (including how to increase the odds of getting a thumbs up – via engagement with shareholders, and via a “yes” recommendation from the proxy advisory firms), to dealing with shareholder proposals, to ensuring an informative, reader-friendly proxy statement while sidestepping the recent surge in disclosure lawsuits.  These issues are in addition to the long-standing traditional year-end tasks a Board must contend with – deciding whether incumbent directors should be nominated for re-election (and whether board composition and tenure require focused consideration), reviewing the components and levels of director pay, and making and communicating critical executive compensation decisions – rewarding bonuses for 2014 performance, and setting the bar for 2015 – including by choosing the metrics by which performance will be measured.  And all of this plays out against the growing power of a new breed of activist investors – who have spearheaded the move away from deference to Board decisions, towards a more confrontational, skeptical, “show me” stance.
 
We hope you take time out to join our distinguished panel of experts as they review key issues for Boards to consider during the lead up to the 2015 proxy season, lessons learned from years past and other companies, and board insights from the front lines.  We will review the current state of play, and share practical, real-world advice on what Boards should be doing and thinking about now, to stay abreast of recent developments, and ahead of the curve.
 

Moderator:
Kenneth P. Kopelman, Partner, Kramer Levin Naftalis & Frankel LLP; Director, Kate Spade & Company, NACD-NY

Panel:

Steven Hall, Managing Director, Steven Hall & Partners

Stuart Levine, Chairman and CEO, Stuart Levine & Associates; Director, Broadridge Financial Solutions, J. D’Addario & Company, Inc., and North Shore-LIJ Health System

Lopa Zielinski, Associate General Counsel & Director, Corporate Governance, TIAA-CREF

Daniel Burch, Chairman & Chief Executive Officer, MacKenzie Partners, Inc.

Location and Time

Accreditation