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Stock Incentive Proposals

Stock incentive compensation plan proposals have become the most common de facto “proxy fight” that every public company needs to prepare for.

We are discerning an ever widening gap between what professional investors view as the appropriate level of stock incentive compensation, relative to a Company’s growth prospects/business risks, and the level that compensation committees and managements view as necessary for the success of their company’s business.

The proxy process also continues to be seriously lacking in transparency. Our team can help demystify the proxy process for corporations in need of shareholder approval for stock incentive compensation programs.

Among other things, our team can
    1. Provide actionable guidance as to whether the contemplated share replenishment proposal will be problematic with major institutional investors, and precisely why;
    2. Provide an informative assessment of the proxy voting process among the client’s major institutional shareholders, such as:
      • Which institutional shareholders outsource their proxy decision-making to third parties;
      • Which place primary emphasis on the level of share overhang;
      • Which place primary emphasis on annual burn rates; and
      • Which employ their own unique criteria to their proxy decision-making.
    3. Develop shareholder outreach strategies, including the formulation of Company specific talking points to address institutional investor concerns with share overhang or annual burn rates; and
    4. Provide much more timely and helpful information about the status of actual proxy voting by institutional shareholders than is available from customary proxy tabulation.
Our firm’s mission is to help corporate clients win shareholder approval for their stock incentive programs, regardless of whether those programs readily conform to institutional proxy policy dilution guidelines.

We are pleased to informally share our perspectives on the stock incentive plan related proxy topics, without obligation. Please send your query to or call us @ 212-616-2180.