The final session of the morning covered Current Issues in Corporation Governance. Panel members included John Olson, Gibson, Dunn & Crutcher, LLP; and Annita Menogan, Senior Vice President, Red Robin Gourmet Burgers Inc. The panel was moderated by Cathy Krendl, Krendl Krendl Sachnoff & Way.
The panel focused on Say on Pay voting and what constitutes a sufficient disclosure to investors. The panelists suggested looking at case law to see what disclosures have been considered sufficient and what disclosures have been lacking. Then companies should create disclosures in line with those found to be sufficient. Another option for companies is to ask the SEC to review the proxy materials and make a determination. The panel recommended that companies look at peers to see what practices and procedures are used and have the compensation committee carefully document the decision-making process followed when approving compensation.