25TH ANNUAL CORPORATE AND SECURITIES LAW SEMINAR
25 TH ANNUAL CORPORATE AND SECURITIES LAW SEMINAR
The Milwaukee Chapter of The Society for Corporate Governance Will present a seminar on SEC Developments, Proxy Trends, and Corporate Governance Update and Managing Risk: The Role of the Board in Risk Oversight and Other Corporate Legal Issues The Pfister Hotel 424 East Wisconsin Ave., Milwaukee, WI 53202 Thursday, October 27, 2016 7:45 a.m. – 1:30 p.m.
DETAILS
AGENDA
The Pfister Hotel 424 East Wisconsin Ave. Milwaukee, WI 53202
7:45–8:35 8:35–8:45
Thursday, October 27, 2016
7:45 a.m. – 1:30 p.m. Luncheon Speaker
Richard A. Meeusen, Chairman, President and CEO of Badger Meter, Inc.
Registration — Continental Breakfast Welcoming Remarks — David Irish, President of the Milwaukee Chapter of the Society for Corporate Governance; Teresa Webb, Vice President, Member Engagement and Experience of the Society for Corporate Governance 8:45–10:15 SEC DEVELOPMENTS, PROXY TRENDS AND CORPORATE GOVERNANCE UPDATE This panel will discuss new SEC disclosure rules, proxy trends and issues that should be considered in connection with meetings of shareholders, preparation of disclosure documents, shareholder and investor relations, maintaining an appropriate governance profile, and compliance with applicable SEC and stock exchange requirements, including: • What to expect for 2017 regarding: -Proxy access and predominant subjects and trends in shareholder proposals - Significant changes in institutional investor and proxy advisory firm areas of interest and voting policies - Proxy disclosure matters on which the SEC is likely to focus • SEC rules and guidance on non-GAAP financial measures • Interacting productively with proxy advisory firms and shareholders; avoiding/responding to negative voting recommendations • New SEC rules and current topics relating to executive compensation, including: - Preparing for disclosure of the ratio of CEO pay to median employee pay - Crafting and disclosing appropriate and effective policies for “Clawbacks” of incentive-based compensation from current and former executive officers - Improving pay-for-performance disclosure • Dealing with cybersecurity, climate change and political contribution disclosure issues • Year 4 of conflict minerals reporting • Use of social media in investor relations/disclosure • Action items, practical considerations, best practices and compliance tips • Questions and answers Panelists:
Martin P. Dunn, Partner, Morrison & Foerster LLP Ryan S. Lovitz, Partner, Quarles & Brady LLP David M. Lynn, Partner, Morrison & Foerster LLP
10:15–10:30 BREAK 10:30–12:00 MANAGING RISK: THE ROLE OF THE BOARD IN RISK OVERSIGHT AND OTHER CORPORATE LEGAL ISSUES This panel will discuss managing risk, oversight and related topics, including: • The role of the Board in risk oversight, especially today • Best practices to oversee risk management • Applicable legal standards and recent legal developments • The role of in-house counsel in risk management • How to address specific risks and prepare for crisis Panelists: Stephen Boettinger, Assistant General Counsel, Global Demand and Managing Director, International Legal Affairs at Harley-Davidson Motor Company Eileen Kamerick, Chair of the Nominating and Governance Committee at Associated Banc-Corp Benjamin Rikkers, Partner, Foley & Lardner LLP Paul Schultz, Managing Director, General Counsel and Secretary, Robert W. Baird & Co. Incorporated 12:00 LUNCHEON Our luncheon speaker, Richard A. Meeusen, Chairman, President and CEO of Badger Meter, Inc., will speak about the Water Council’s rapid evolution in Milwaukee and its far-reaching ripple effects within the city, the state, the region, and the global water industry. CLE Credit Wisconsin and Illinois CLE credit will be applied for. Last year’s seminar of equal length was approved for 3.5 credit hours in Wisconsin and 3.0 credit hours in Illinois. Fees
The registration fee includes lunch at The Pfister Hotel. Attendance may be limited by the physical accommodations, so early registration is recommended. The registration fee is $125 for members of the Society for Corporate Governance and $150 for non-members. For persons who wish to attend only the luncheon, the cost is $50 per person.
Parking; Lodging
Parking is available in the Pfister parking structure; the entrance is on East Mason Street on the north side of the hotel. A block of guest rooms has been reserved at The Pfister Hotel until October 1, 2016, at a rate of $192 per night (or $222 for a suite), for persons attending the seminar. Call the Pfister at 414-273-8222 and refer to the seminar to make a reservation.
Planning Ryan P. Morrison, Co-Chair Committee Quarles & Brady LLP Members William R. Bergum Badger Meter, lnc.
Hoyt R. Stastney, Co-Chair Bronfman E.L. Rothschild David C. lrish ManpowerGroup
Bruce C. Davidson Quarles & Brady LLP
Jessica Lochmann Allen Foley & Lardner LLP
Joshua M. Erickson WEC Energy Group
William N. Werner Merrill Corporation
CO-SPONSORS Event Sponsors
Breakfast & Lunch Sponsor
Program Materials Sponsor
Program Sponsors
REGISTRATION 2 5 T H A NN UA L CO R P O R ATE A N D SE CUR ITIES L AW SE MI N A R
Please register the following for this program: Name:___________________________________________________________________________ Title:____________________________________________________________________________ Organization:_____________________________________________________________________
The Pfister Hotel
Address:_________________________________________________________________________
424 East Wisconsin Ave. Milwaukee, WI 53202
City: _________________________________ State:___________ Zip Code: __________________
Thursday, October 27, 2016
E-Mail Address:____________________________________________________________________
7:45 a.m. – 1:30 p.m.
To register additional persons, please submit a completed form for each additional person.
Luncheon Speaker
Richard A. Meeusen, Chairman, President and CEO of Badger Meter, Inc.
Telephone Number: _______________________________________________________________
(Please check appropriate boxes below). Seminar, including luncheon - $125 per person for members of the Society; $150 per person for non-members Luncheon only - $50 per person Vegetarian lunch requested Seminar only (I will not be staying for the luncheon) - $125 per person for members of the Society; $150 per person for non-members Payment enclosed: $____________________ Member of Milwaukee Chapter of the Society Would like to join Milwaukee Chapter of the Society Member of other Chapter of the Society; please indicate which one: ____________________ State and Bar Number if requesting CLE Credit: ________________________________________ Mail completed registration form(s), together with a check for the registration fee payable to MILWAUKEE CHAPTER, Society for Corporate Governance, to: Alena Martinez, Quarles & Brady LLP, 411 East Wisconsin Avenue, Milwaukee, WI 53202-4426, OR e-mail to [email protected] and bring your check to the seminar. Transferability: A registration may be transferred to another person upon notice. Cancellation Policy: Full refund if notice of cancellation is received no later than October 15, 2016. Tax Status: The Society operates as a 501(c)(6) organization, a professional membership group as designated in IRS regulations. The Society’s tax identification number is 13-1674285.
The Milwaukee Chapter of The Society for Corporate Governance Will present a seminar on SEC Developments, Proxy Trends, and Corporate Governance Update and Managing Risk: The Role of the Board in Risk Oversight and Other Corporate Legal Issues The Pfister Hotel 424 East Wisconsin Ave., Milwaukee, WI 53202 Thursday, October 27, 2016 7:45 a.m. – 1:30 p.m.
DETAILS
AGENDA
The Pfister Hotel 424 East Wisconsin Ave. Milwaukee, WI 53202
7:45–8:35 8:35–8:45
Thursday, October 27, 2016
7:45 a.m. – 1:30 p.m. Luncheon Speaker
Richard A. Meeusen, Chairman, President and CEO of Badger Meter, Inc.
Registration — Continental Breakfast Welcoming Remarks — David Irish, President of the Milwaukee Chapter of the Society for Corporate Governance; Teresa Webb, Vice President, Member Engagement and Experience of the Society for Corporate Governance 8:45–10:15 SEC DEVELOPMENTS, PROXY TRENDS AND CORPORATE GOVERNANCE UPDATE This panel will discuss new SEC disclosure rules, proxy trends and issues that should be considered in connection with meetings of shareholders, preparation of disclosure documents, shareholder and investor relations, maintaining an appropriate governance profile, and compliance with applicable SEC and stock exchange requirements, including: • What to expect for 2017 regarding: -Proxy access and predominant subjects and trends in shareholder proposals - Significant changes in institutional investor and proxy advisory firm areas of interest and voting policies - Proxy disclosure matters on which the SEC is likely to focus • SEC rules and guidance on non-GAAP financial measures • Interacting productively with proxy advisory firms and shareholders; avoiding/responding to negative voting recommendations • New SEC rules and current topics relating to executive compensation, including: - Preparing for disclosure of the ratio of CEO pay to median employee pay - Crafting and disclosing appropriate and effective policies for “Clawbacks” of incentive-based compensation from current and former executive officers - Improving pay-for-performance disclosure • Dealing with cybersecurity, climate change and political contribution disclosure issues • Year 4 of conflict minerals reporting • Use of social media in investor relations/disclosure • Action items, practical considerations, best practices and compliance tips • Questions and answers Panelists:
Martin P. Dunn, Partner, Morrison & Foerster LLP Ryan S. Lovitz, Partner, Quarles & Brady LLP David M. Lynn, Partner, Morrison & Foerster LLP
10:15–10:30 BREAK 10:30–12:00 MANAGING RISK: THE ROLE OF THE BOARD IN RISK OVERSIGHT AND OTHER CORPORATE LEGAL ISSUES This panel will discuss managing risk, oversight and related topics, including: • The role of the Board in risk oversight, especially today • Best practices to oversee risk management • Applicable legal standards and recent legal developments • The role of in-house counsel in risk management • How to address specific risks and prepare for crisis Panelists: Stephen Boettinger, Assistant General Counsel, Global Demand and Managing Director, International Legal Affairs at Harley-Davidson Motor Company Eileen Kamerick, Chair of the Nominating and Governance Committee at Associated Banc-Corp Benjamin Rikkers, Partner, Foley & Lardner LLP Paul Schultz, Managing Director, General Counsel and Secretary, Robert W. Baird & Co. Incorporated 12:00 LUNCHEON Our luncheon speaker, Richard A. Meeusen, Chairman, President and CEO of Badger Meter, Inc., will speak about the Water Council’s rapid evolution in Milwaukee and its far-reaching ripple effects within the city, the state, the region, and the global water industry. CLE Credit Wisconsin and Illinois CLE credit will be applied for. Last year’s seminar of equal length was approved for 3.5 credit hours in Wisconsin and 3.0 credit hours in Illinois. Fees
The registration fee includes lunch at The Pfister Hotel. Attendance may be limited by the physical accommodations, so early registration is recommended. The registration fee is $125 for members of the Society for Corporate Governance and $150 for non-members. For persons who wish to attend only the luncheon, the cost is $50 per person.
Parking; Lodging
Parking is available in the Pfister parking structure; the entrance is on East Mason Street on the north side of the hotel. A block of guest rooms has been reserved at The Pfister Hotel until October 1, 2016, at a rate of $192 per night (or $222 for a suite), for persons attending the seminar. Call the Pfister at 414-273-8222 and refer to the seminar to make a reservation.
Planning Ryan P. Morrison, Co-Chair Committee Quarles & Brady LLP Members William R. Bergum Badger Meter, lnc.
Hoyt R. Stastney, Co-Chair Bronfman E.L. Rothschild David C. lrish ManpowerGroup
Bruce C. Davidson Quarles & Brady LLP
Jessica Lochmann Allen Foley & Lardner LLP
Joshua M. Erickson WEC Energy Group
William N. Werner Merrill Corporation
CO-SPONSORS Event Sponsors
Breakfast & Lunch Sponsor
Program Materials Sponsor
Program Sponsors
REGISTRATION 2 5 T H A NN UA L CO R P O R ATE A N D SE CUR ITIES L AW SE MI N A R
Please register the following for this program: Name:___________________________________________________________________________ Title:____________________________________________________________________________ Organization:_____________________________________________________________________
The Pfister Hotel
Address:_________________________________________________________________________
424 East Wisconsin Ave. Milwaukee, WI 53202
City: _________________________________ State:___________ Zip Code: __________________
Thursday, October 27, 2016
E-Mail Address:____________________________________________________________________
7:45 a.m. – 1:30 p.m.
To register additional persons, please submit a completed form for each additional person.
Luncheon Speaker
Richard A. Meeusen, Chairman, President and CEO of Badger Meter, Inc.
Telephone Number: _______________________________________________________________
(Please check appropriate boxes below). Seminar, including luncheon - $125 per person for members of the Society; $150 per person for non-members Luncheon only - $50 per person Vegetarian lunch requested Seminar only (I will not be staying for the luncheon) - $125 per person for members of the Society; $150 per person for non-members Payment enclosed: $____________________ Member of Milwaukee Chapter of the Society Would like to join Milwaukee Chapter of the Society Member of other Chapter of the Society; please indicate which one: ____________________ State and Bar Number if requesting CLE Credit: ________________________________________ Mail completed registration form(s), together with a check for the registration fee payable to MILWAUKEE CHAPTER, Society for Corporate Governance, to: Alena Martinez, Quarles & Brady LLP, 411 East Wisconsin Avenue, Milwaukee, WI 53202-4426, OR e-mail to [email protected] and bring your check to the seminar. Transferability: A registration may be transferred to another person upon notice. Cancellation Policy: Full refund if notice of cancellation is received no later than October 15, 2016. Tax Status: The Society operates as a 501(c)(6) organization, a professional membership group as designated in IRS regulations. The Society’s tax identification number is 13-1674285.
