I will be out of the office traveling from Wednesday, January 29th through Friday, January 31st.  I will be periodically checking email and responding as necessary.

Thanks,
Dale

>>> Greg Kinczewski <kinczewski@marcoconsulting.com> 01/31/14 06:09 >>>

Marco Consulting Group voted against 45% of 2,575 U.S. say on pay (SOP) votes in 2013.  We view the SOP vote as the primary vehicle for expressing dissatisfaction with compensation practices and policies of a company.  We only use compensation practices and policies as the grounds for withholding on directors when we believe those practices and policies are egregious.  If they are egregious, we normally withhold on all nominees for directors, not just members of the compensation committee.

[cid:image001.jpg@01CF1E5B.BAC825D0]<http://www.marcoconsulting.com/>

Greg A. Kinczewski
Vice President / General Counsel
550 W Washington Blvd, Suite 900
Chicago, IL  60661-2703

T:  (312) 612-8452
F:  (312) 575-9840
kinczewski@marcoconsulting.com<mailto:kinczewski@marcoconsulting.com>

________________________________
The information contained in this message is intended only for the recipient, and may be a confidential attorney-client communication or may otherwise be privileged and confidential and protected from disclosure. If the reader of this message is not the intended recipient, or an employee or agent responsible for delivering this message to the intended recipient, please be aware that any dissemination or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by replying to the message and deleting it from your computer.  The Marco Consulting Group reserves the right, subject to applicable local law, to monitor and review the content of any electronic message or information sent to or from Marco Consulting Group employee e-mail addresses without informing the sender or recipient of the message.
________________________________
From: Amy Borrus [mailto:amy@cii.org]
Sent: Thursday, January 30, 2014 2:35 PM
To: CII's Email Discussion Group
Cc: Amy Borrus
Subject: [ciidiscussion] Voting against compensation committee directors

CII staff seeks a better understanding of what drives members' votes and what trends to anticipate for the 2014 proxy season. With that in mind:  Do you expect in 2014 to withhold/vote against more compensation committee directors at companies that had poor say-on-pay results in one or more years in the past?  And if so, why?

Thanks very much!

Amy

Reminder-how to post on this members-only listserv: Just send an email addressed to ciidiscussion@cii.org<mailto:ciidiscussion@cii.org> and it will be distributed automatically to all members who subscribe to the listserv.

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