pdf

O'Melveny's Dunn Quoted By Treasury & Risk On Proxy Fights Over Executive Pay

February 02, 2012 A recent article in Treasury & Risk discussed the issues surrounding shareholder approval of executive compensation that are likely to spring up during the Spring 2012 proxy season and included comments from O'Melveny Corporate Finance/Capital Markets Practice Group Partner Martin Dunn.

In the February 2012 issue, titled "More Comp Votes," the magazine quotes Dunn, who practices in the Firm's Washington, D.C. office, as saying that companies could address shareholder questions about executive compensation by doing a better job of explaining performance standards and evaluation procedures. Though economic conditions make the task challenging, Dunn said, “It’s not just, ‘Here are the targets,’ it’s, ‘Here’s why these are our targets, why we chose to pay our executives the way we did, based on our performance.’”

Over the years, companies kept adding things to the [compensation discussion and analysis section of the proxy materials] until it became too long and over-lawyered,” Dunn told the magazine. But, companies eventually realized that they had a really good story to tell, and the proxy was so long that it might hide the story, the magazine reported Dunn saying. "Some used an executive summary to make key points last year and got such a good response, more will be “jumping on board,” he said.