Governance and Compensation Consulting

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Morrow’s Corporate Governance Consulting services provide senior executives with a
practical assessment of:

• Corporate Governance Practices
• Board-Related Structural Issues
• By-Laws and Charter Provisions
• Compensation Practices
• Institutional Dynamics and Trends
• Voting Projections

Corporate Governance Consultation

In the years ahead, public corporations will face ongoing challenges from the loss of broker discretionary voting on the Election of Directors, rising opposition to specific director nominees, more compelling shareholder referendums, greater scrutiny of compensation disclosure, and reduced support of board recommendations on a wide range of proposals. With a year-round consulting arrangement, our Corporate Governance Group is well-positioned to keep management and the Board of Directors apprised of important developments that occur throughout the year and prepare our clients to effectively address sensitive issues that may arise at future shareholder events. As part of our year-round consulting services, we would provide the following:

• Periodic assessments of the shareholder profile from a voting perspective
• Summaries of appropriate voting contacts for your major institutions
• Insight and updates on governance-related matters on an ongoing basis, including our assessment of best practices and emerging trends
• Analysis of the likely voting outcomes on board or shareholder proposals
• Recommendations that would enhance management presentations to shareholders, including advice on the most effective approach to engaging specific investors
• Tracking of votes from institutional investors
• Consultation on any related matters, including presentations to the Governance Committee of the Board of Directors (or to the full Board) on any critical issues

We provide management with important background information on its major institutional investors, including the degree to which each firm relies on outside consultants such as ISS and Glass, Lewis & Co. As a result, management would be made aware of what issues are critical to specific firms in advance of any direct communication.

Equity Compensation Consultation

Our Corporate Governance Group has extensive experience working with clients who are seeking shareholder approval of equity compensation plans. As part of these services, we would provide the following:

• Update the shareholder profile from a voting control perspective
• Determine the likely voting returns on the proposal and provide strategic proxy solicitation recommendations, including an assessment of what impact the use of Notice & Access to distribute proxy materials will have on the vote
• Offer recommendations that would present the plan in as “shareholder-friendly” a manner as possible
• Provide appropriate voting contacts for top institutional investors and prepare management to dialogue with these investors
• Track the votes from institutional stockholders
• Determine a cost-effective threshold for contacting individual investors
• Keep management apprised of any major developments

Shareholder and Board Proposal Vote Projections

The final vote on any proposal at your shareholder meeting should never come as a surprise. Our ability to identify your current institutional ownership, combined with our knowledge of institutional voting guidelines, the influence of proxy advisory firms, and historical voting patterns, allow us to accurately predict the outcome on a variety of compensation and governance issues.

Our experienced team utilizes our comprehensive and proprietary database on incentive compensation and governance matters, which includes information about the practices of major institutional investors as well as proxy advisory firms. Our Corporate Governance Advisory Team prepares in-depth assessments that provide reliable indications of prospective votes on a variety of issues including:

• Compensation Plans
• Share Authorizations and Issuance
• Elections of Directors
• Shareholder Proposals