NIRI discusses 2011 proxy season

A few anecdotes from this week’s New York NIRI meeting

There was a solid turnout at NIRI’s New York chapter meeting on Tuesday night.

In a conference room in the swank Intercontinental hotel in Times Square, Georgeson’s general counsel, the poised and well-spoken Rachel Posner, joined Goldman Sachs vice president of investor relations Bess Joffe, Broadbridge’s Lyell Dampeer, and Laurel Hill’s Michael Maiolo on a panel titled, ‘Getting ready for your 2011 annual meeting: what IROs need to know’.

Here are some of the more interesting tidbits shared by members of the panel and the audience:

-At many companies, the corporate governance crowd has started to spend more time with the folks who deal with buy/sell issues. That is, at some of the more progressive companies, voting and valuation issues are no longer being treated as wholly separate concerns.

To describe the unnatural bifurcation of governance issues and buy/sell considerations at less progressive companies, the NIRI crowd frequently invokes the following metaphor: ‘The valuation executives meet up in a windowed office with the CFO while the governance professionals scrounge on sandwiches with the company’s corporate secretary in the basement.’ A little bird told me Peggy Foran, Prudential Financial’s corporate secretary, coined that analogy.

-Given how swamped the SEC is with Dodd-Frank issues, the agency won’t likely get around to proxy access this year.

-Thirty-five companies held virtual annual meetings last year. IROs and corporate secretaries should be uber-aware of making the goings on at virtual meetings as transparent as possible, or they’ll likely suffer the wrath of shareholder activists ready for a fight!

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