In a pleasant surprise last week, the SEC indicated that only the Shareholder Say on Pay provisions of Dodd-Frank will be legally required for proxy statements through April 30, 2011. However, before taking the rest of the week off, companies should consider three important actions:
1. Working For a "Yes" Vote. The stakes of Say on Pay are so high that Compensation Committees should take steps to help ensure an affirmative vote. In particular, we have been suggesting (and others at the conference agreed) a series of proactive steps for Compensation Committees toward this goal. Most companies cannot change compensation amounts and features for 2010. What they CAN change is their governance and disclosure practices and strategy.
2. Shareholders' Heightened Expectations: Shareholders and the shareholder advisory firms (such as ISS) have heightened expectations as to compensation disclosures in 2011, as a result of Dodd-Frank. Even though companies will not be legally required to discuss most of the new Dodd-Frank requirements in next year's proxy statement, the shareholder advisory firms speaking at the conference consistently indicated that they expect at least a discussion of these matters -- and that discussion would help achieve a favorable vote on Say on Pay.
3. Address Risk Mitigation. ISS and other shareholder advisory firms speaking at the conference also emphasized that they expect companies to improve their discussions of and continue to address risk mitigation in their compensation programs. Certain of the Dodd-Frank items could be addressed or adopted to improve risk mitigation.