Forum Report: Plans for Second Open Meeting on March 7, 2007

Shareholder Forum for Options Policies

See also previous Forum Reports:

Initial Open Meeting of the Options Policies Forum

December 6, 2006

and

Information to be Provided in Compensation Survey Report

January 8, 2007

Forum Report

Plans for Second Open Meeting on March 7, 2007

            The Forum’s second open meeting will be held on Wednesday, March 7, 2007, from 3:00PM to 5:00PM at a location to be determined in New York City.

            Preliminary plans are to organize the issues in two categories, one focusing on a model for adaptation of advisory voting practices (see project #2 defined at our December 6^th open meeting), and the other focusing on investor information requirements and analytical alternatives (see projects #1 and #4, respectively, defined at the December 6^th open meeting). Both of these will of course provide a foundation for the Forum’s development of specifications for the proposed marketplace-controlled “Compensation Facts” database.

            Regarding the advisory voting project, I’m pleased to report that the Forum will be supporting an independent “white paper” that Stephen M. Davis, Ph.D., is preparing for Yale’s new Millstein Center for Corporate Governance (of which Mr. Davis is a Fellow).[*] Planned as an assessment of UK experience with advisory votes, the project will now also review US opinion, including results of the AFSCME-Pfizer working group. The white paper is scheduled for release in early April, in time for consideration in planned Congressional hearings on executive compensation issues as well as in proxy voting decisions during the peak season for annual meetings. Mr. Davis will present a preliminary review of issues for discussion at our March 7^th open meeting, so that the Yale Center's final paper can reflect the broad range of marketplace views represented by Forum participants.

            More details about the meeting will be reported as plans progress. Information about the issues to be discussed, including recommendations currently being developed by two Forum workshops, should be distributed for review about a week in advance of the meeting.

            Please let me know if you have any questions or suggestions about the March 7^th meeting’s agenda.

           GL – 2/9/07

Gary Lutin

Lutin & Company

575 Madison Avenue, 10th Floor

New York, New York 10022

Tel: 212-605-0335

Email: gl@shareholderforum.com

[*] Mr. Davis is also a board member of Hermes Equity Ownership Services, Ltd., which is a supporter of this Forum program.

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This Forum program has been organized with the support of Hermes Equity Ownership Services, Ltd. It is the first in an expected series that will be managed by a not-for-profit “Institute” to be established for the purpose of continuing the Forum programs conducted by Gary Lutin.

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