The SEC’s Proxy Voting Guidance for Investment Advisers: 2015 Perspective
The Knowledge Group is producing a live webcast: The SEC's Proxy Voting Guidance for Investment Advisers: 2015 Perspective to help investors, financial and advisory firms better manage proxy voting issues. This interactive course will provide crucial information regarding the dos and don’ts in corporate governance for 2015 & beyond.
This 2-hour webcast will discuss the following key provisions:
- Proxy Voting Policies and Procedures
- Disclosure Requirements and Exemptions
- Conflict of Interest Mitigation and Error Reduction
- Major Benefits of SEC’s Proxy Voting Guide
- Investment Advisers: Ins and Outs of Proxy Voting
- Possible Criminal Charges for Non- Compliance
Larry W. Miller, Managing Director
Innisfree M&A Incorporated
- Introduction and brief overview of SEC guidance
- Issuer dialogue with proxy advisors
- Issuer outreach to their shareholders
Robert McCormick, Chief Policy Officer
Glass, Lewis & Co.
- SEC guidance effect on Investment Managers and Proxy Advisors
- Glass Lewis guidelines for 2015
- What to expect in Proxy Season 2015
Martin Somelofske, Principal, Board Solutions
- Executive compensation
- Real or apparent conflict of interest by proxy advisor firms
Joseph Sorrentino, Managing Director
Steven Hall & Partners
- Executive compensation
- ISS guidelines covering 2015 proxy season with a significant change in votes on management equity plans
- Say on pay
Who Should Attend:
- Investment Advisers
- Proxy Advisory Firms
- Other related/interested Professionals
- Corporate Attorneys
- Finance Lawyers
- Compliance Attorneys
Larry W. Miller is a Managing Director of Innisfree M&A Incorporated. Mr. Miller focuses on providing strategic advice in M&A transactions, proxy contests, and annual and special shareholder meetings, and also counsels clients on corporate governance and compensation issues. Among the contested situations in which he has been involved in recent years include opposition to the consent solicitation at SandRidge Energy, the defense of Oshkosh Corporation against the proxy contest and tender offer by Carl Icahn and assisting Airgas in connection with the unsolicited offer from Air Products.
Prior to joining Innisfree, Mr. Miller was a litigation attorney associated with Cravath, Swaine & Moore representing both issuers and dissidents in proxy contests and M&A transactions. After Cravath, Mr. Miller served as a Justice of the Supreme Court of the Republic of Palau.
Mr. Miller earned a B.A. from Amherst College, and a J.D. from the New York University of School of Law.
Larry W. Miller is a Managing Director of Innisfree M&A Incorporated. Mr. Miller focuses on providing strategic advice in M&A …
Bob oversees the policy development of Glass Lewis’ proxy voting guidelines and the analysis of 20,000 Proxy Paper research reports. Bob formerly managed the proxy voting for Fidelity Investments. He serves on the board of the Northern California Chapter of the NACD and the ICGN Shareholder Rights committee. Bob serves on the Advisory Board of the University of Delaware’s Weinberg Center on Corporate Governance. Bob frequently speaks at industry conferences and has appeared on NPR, CNBC, Fox Business News, Business News Network, BBC, Board Member’s This Week in the Boardroom, and Bloomberg television. Bob was named one of the 100 most influential people on corporate governance by Directorship magazine from 2008 through 2012.
Bob oversees the policy development of Glass Lewis’ proxy voting guidelines and the analysis of 20,000 Proxy Paper research reports. …
Martin Somelofske is a Principal specializing in Executive Compensation in Hay Group’s Metro New York office.
Martin has 25 years of experience providing executive compensation advisory services to a broad range of public and privately held organizations in diverse industries. Martin advises Boards and executives on all matters related to executive compensation and benefits.
Martin advises compensation committees and senior management in developing comprehensive compensation strategies and programs that attract, motivate and retain top talent.
Martin’s expertise centers on performance management, executive reward program design, and the alignment of reward programs with organizational and stakeholder value. He also assists attorneys in various types of engagements involving compensation related disputes. In addition, Martin often assists clients with Board governance issues.
Martin Somelofske is a Principal specializing in Executive Compensation in Hay Group’s Metro New York office. Martin has 25 years …
Joseph Sorrentino, Managing Director, joined Steven Hall & Partners on its founding in 2005. He previously served as Managing Director and Senior Consultant for nine years with Pearl Meyer & Partners.
Mr. Sorrentino, who leads our professional staff of analysts and researchers, consults with public and privately held companies in the design and implementation of annual and long term incentive plans for corporations, subsidiaries, business units, IPOs, bankruptcies, joint ventures, and mergers and acquisitions. His expertise includes ISS compensation and equity plan modeling and governance policies.
Mr. Sorrentino works extensively with clients on matters of executive and Board remuneration in the chemical, consumer goods, financial services, health care, hospitality, pharmaceutical, regulated utility, and technology sectors, as well as spearheading the firm’s litigation support activities.
A regular speaker on issues related to executive compensation, he is frequently quoted in notable publications such as The Wall Street Journal, The New York Times, BusinessWeek, Bloomberg News, USA Today, The Guardian, and CBS Marketwatch.com. In addition, Mr. Sorrentino has been interviewed on the BBC, Bloomberg TV, Fox Business and NPR.
A cum laude graduate of New York University, he received his M.B.A. from the Leonard N. Stern Graduate School of Business.
Joseph Sorrentino, Managing Director, joined Steven Hall & Partners on its founding in 2005. He previously served as Managing Director …
Print and review course materials
Method of Presentation:
On-demand Webcast (CLE)
NASBA Field of Study:
Specialized Knowledge and Applications
NY Category of CLE Credit:
Areas of Professional Practice
2.0 CPE (Not eligible for QAS (On-demand) CPE credits)
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About Innisfree M&A Incorporated
Innisfree is a full service proxy solicitation/investor relations firm providing clients with sound tactical and strategic advice and results-oriented implementation in proxy and consent solicitations (whether friendly or contested), tender and exchange offers, mergers, rights offerings, strategic restructurings and other domestic and cross-border transactions requiring action by public security-holders. Innisfree provides expert consulting services on a wide range of matters, including executive compensation proposals, corporate governance issues and investor relations.
About Glass, Lewis & Co.
Glass Lewis is the leading, independent, governance analysis and proxy voting firm, serving institutional investors globally that collectively manage more than $15 trillion in assets. With research focused on the long-term financial impact of investment and proxy vote decisions, Glass Lewis empowers institutional investors to make sound decisions by uncovering and assessing governance, business, legal, political and accounting risks at more than 23,000 companies in 100+ countries.
About Hay Group
Hay Group is a global management consulting firm that works with leaders to transform strategy into reality. We develop talent, organize people to be more effective and motivate them to perform at their best. Our focus is on making change happen and helping people and organizations realize their potential. Visit www.haygroup.com/us
About Steven Hall & Partners
Steven Hall & Partners is an independent compensation consulting firm, specializing exclusively in the areas of executive compensation, board remuneration and related corporate governance issues. By focusing solely on this critical and complex segment of the human resources arena, we are able to provide our clients with the highest quality expertise and best counsel available on a practical basis. We have over 30 years of experience serving a wide range of clients, including for-profit public and private companies and not-for-profit organizations, ranging from the very small (revenues of under $50 million) to the very large (revenues in excess of $50 billion) in many different industries.