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Tuesday, September 26, 2017

Registration and Breakfast: 7:30 am – 8:00 am
Seminar: 8:00 am – 10:00 am

Location

SunTrust Center for Collaborative Learning
Ezell Center, 3rd Floor
Lipscomb University
One University Park Drive
Nashville, TN 37204

Corporate Governance Communications Strategies for Shareholder Engagement

In the current environment of investor activism, Say on Pay and intensifying pressure to adopt Proxy Access, it is critical that companies effectively tell their best board, corporate governance and executive compensation story -- with the proxy statement being a primary vehicle for this messaging.

Proxy statements have transformed from traditional SEC compliance documents to more visually inviting and compelling investor communication pieces. What's driving this trend? How are companies innovating? Where are proxies headed?

Join our panel of experts and your issuer colleagues for an interactive discussion about recent innovations and trends in proxy statement design, format and content, including evolving best practices in shareholder communications.

Panelists

Marc Adesso advises issuers, underwriters, hedge funds and other market participants in a full range of capital markets transactions. He also counsels companies, boards and their committees, investors and financial institutions on SEC regulatory and corporate governance issues, including compliance with securities exchanges.

Healthcare, life sciences, fintech, energy, agriculture, manufacturing and motor vehicle companies, as well as REITs and financial institutions, rely on Marc’s insight and guidance with regard to transactions ranging from IPOs, going private transactions, follow-on public offerings, shelf takedowns, ATMs, PIPEs, reverse mergers, convertible debt offerings and other transactions, including takeover defense, proxy contests and matters involving shareholder activism.

Marc is recognized for his work on securities regulation and corporate governance, and has established a national practice counseling issuers conducting mini-IPOs under Regulation A+ of the JOBS Act, which allows smaller privately held companies to raise up to $50 million per year by selling shares to the general public.

Additionally, Marc leads the firm’s legalized cannabis initiative and has experience counseling clients on the rapidly changing landscape facing the cannabis industry in matters spanning capital raising, the impact on healthcare providers, international transactions, fund investments and challenges with the banking system.

Mr. James R. Gordon has been Chief Financial Officer at FirstBank and FB Financial Corporation Inc. since January 1, 2016. Mr. Gordon served as Chief Financial Officer of The South Financial Group, Inc. since March 15, 2007 and its Senior Executive Vice President since June 2008. He served as an Executive Vice President of South Financial Group Inc. from March 15, 2007 to June 2008 and its Principal Accounting Officer until August 2008.

Mr. Gordon joined South Financial Group from HORNE LLP, where he served as the Assurance Partner, SEC and Financial Institutions Services since 2004. Prior to joining HORNE, he served as Chief Accounting Officer for National Commerce Financial Corp. (prior to its merger with SunTrust Banks), Chief Risk Officer for Union Planters Bank (prior to its merger with Regions Financial), and Assurance Partner of BDO Seidman.
He served over 14 years with PricewaterhouseCoopers, providing assurance and business advisory services to a broad range of clients, including Union Planters. Previously, Mr. Gordon served as a Partner and BDO of PricewaterhouseCoopers LLP where he began his career in public accounting and was a key member of their Global Financial Services Banking Group. He served as Senior Vice President, General Auditor and Risk Manager of Union Planters Corp., since June 21, 2002. He led the Enterprise Risk Management Group of Union Planters Corp. During his tenure there, he rose from associate in 1987 to Partner in 1998.

Mr. Gordon’s career includes 25 years of diversified accounting experience, both in public accounting and in the private sector. He served as the partner in charge of Horne LLP’s Memphis office. Mr. Gordon holds his CPA certification and is a licensed accountant in the state of Tennessee. Mr. Gordon is a member of the American Institute of Certified Public Accountants. Mr. Gordon is a graduate of the University of Mississippi, where he earned a Bachelor’s of Accountancy in 1987 and is a Graduate of Barret Graduate School of Banking. He also received a Diploma from the Mid-South School of Banking in 1992.

Dan Marcec is Director of Content & Communications at Equilar, where he is editor-in-chief for the Equilar Institute, which includes C-Suite magazine, Equilar research reports and the Equilar blog. Dan also leads the Equilar public relations team, coordinating regular citations for the company and frequently serving as the Equilar spokesperson. He has been quoted in top-tier media outlets such as The Wall Street Journal, New York Times, Reuters, Agenda Week, USA Today, CNBC, Bloomberg, The Washington Post and others.

Prior to joining Equilar, Dan was Director of Public Relations at eMarketer, a New York City-based research firm covering the digital marketing, advertising and ecommerce businesses. He was quoted frequently in the New York Times, The Wall Street Journal and Bloomberg as well as industry publications such as Advertising Age, Adweek and Mashable. He also spent time at eMarketer as an analyst, driving content strategy for research on digital marketing trends in the travel business.

Early in his career, Dan was an executive editor at France Media, an Atlanta-based publishing company. There he led editorial strategy for several publications covering investment and real estate in the hotel and retail industries.

Ron joined Donnelley Financial Solution as Director of Corporate Governance Services in April, 2013. Responsible for providing thought leadership on emerging corporate governance, proxy and disclosure issues, he works closely with the firm’s sales and customer service teams to assist clients on compliance and proxy disclosure issues critical to their success.

Over the past three decades, Ron has advised public companies of all sizes, industries and stages of growth facing investor activism, as well as challenging and sensitive proxy solicitations involving corporate governance, compensation and control issues.
Prior to joining Donnelley Financial, his primary recent focus was helping companies conduct engagement programs with their top institutional investors with the objective of identifying and addressing investor concerns through best practices in proxy disclosure.
At Donnelley Financial, Ron works with our sales and service teams and with our clients to help them create proxy statements that will resonate with their investors.

During his career he has managed more than 1,600 proxy solicitations, 200 tender or exchange offers and 30 proxy contests, with his proxy fight clients succeeding in over 70% of such situations.

Ron earned a B.A. in Economics from Princeton University.

Wes Scott serves as counsel to various public and private companies primarily with respect to corporate finance, regulatory compliance, mergers and acquisitions and corporate governance. Utilizing his experience and strong technical knowledge of the federal and state securities laws and regulations, Wes’ corporate practice involves assisting clients with:

  • Public securities offerings
  • SEC reporting compliance
  • Stock exchange listing compliance
  • Private placements
  • Corporate governance
  • Mergers and acquisitions
  • General corporate matters

EXPERIENCE

  • Counsel to bank holding company in its initial public offering involving aggregate proceeds of approximately $45 million.
  • Counsel to bank holding company in registration of $675 million of securities on universal shelf registration statement.
  • Counsel to healthcare company in follow-on offerings of common stock involving aggregate proceeds of approximately $340 million and senior unsecured debt offering involving aggregate proceeds of approximately $300 million.
  • Counsel to life sciences company in its acquisition of a multi-national distribution company involving aggregate proceeds of approximately $140 million.
  • Counsel to NYSE-listed REIT in follow-on offerings of common stock involving aggregate proceeds of approximately $210 million.
  • Counsel to NYSE-listed REIT in follow-on offerings of common stock involving aggregate proceeds of approximately $165 million.
  • Counsel to NASDAQ-listed REIT in follow-on offerings of common stock and senior common stock involving aggregate proceeds of approximately $65 million.
  • Counsel to NYSE- and NASDAQ-listed REITs in the implementation and administration of at-the-market offering programs involving aggregate proceeds of approximately $75 million.
  • Counsel to affiliated REITs in connection with two-step merger involving aggregate proceeds of approximately $195 million.
  • Counsel to NYSE-listed corporation in various mergers and acquisitions involving aggregate proceeds of approximately $345 million.
  • Counsel to public companies regarding their registration, reporting and compliance requirements with the SEC under the Securities Act and the Exchange Act.

Program Agenda

Time
Session
7:30 am – 8:00 am
Registration
8:00 am – 8:30 am
Changes in Proxy Statement Design and Content
  • The growing gap between meeting regulatory requirements and meeting investor informational needs
  • Drivers of proxy evolution, including activism, say on pay, voting results, and other investor feedback
  • Sections and topics undergoing the most radical changes
  • Should companies maintain the status quo, conduct a radical makeover, or incremental tweaking?
  • The increasing percentage of "voluntary" in addition to "required" proxy disclosure
  • How do you measure success (failure is easy)?
8:30 am – 9:30 am
Legal Considerations
  • Pay for performance: new obligations, challenges, and opportunities
  • Activism update
  • Overview of recent and pending changes to proxy disclosure requirements
  • Recent themes in SEC comment letters
  • ISS influence and concerns
  • Shareholder engagement
  • Non-GAAP financial measuresProxy access
  • Proxy Access
9:30 am – 9:55 am
Developments in the Compensation Discussion and Analysis (CD&A)
  • 2017 proxy season overview
  • The CD&A – where are we now?
  • Key CD&A elements
  • Drafting your next CD&A
9:55 am – 10:00 am
Research and Tools to Assist Companies
  • Guide to Effective Proxies
  • Deconstructing Proxy Statements - What Matters to Investors
  • Equilar Innovations in Proxy Design: An Analysis of Executive Pay Disclosure

Questions? Please contact John Hyland at john.p.hyland@dfsco.com.