Georgeson Releases the 2009 Annual Corporate Governance Review

Proposals Relating to Executive Compensation Lead the Way as Shareholder
Scrutiny of Corporate Practices Intensifies

NEW YORK, Nov. 12 /PRNewswire/ -- Georgeson Inc., a leading provider of
strategic proxy solicitation and corporate governance consulting services,
today announced the release of its Annual Corporate Governance Review - a
comprehensive review of annual meetings, shareholder initiatives and proxy
contests for US public companies.

(Photo: http://www.newscom.com/cgi-bin/prnh/20091112/CG10233)

In its annual review, Georgeson found that executive compensation-related
issues were of paramount concern to shareholders as perceived egregious
compensation awards drew significant media and political scrutiny. In light
of such concerns, shareholders focused their proposals on seeking meaningful,
nonbinding votes on compensation (referred to as Say-on-Pay votes). After a
disappointing 2008 showing, support for these kinds of proposals reached an
all-time high.

"Looking ahead to the 2010 proxy season, Georgeson predicts that proposals
relating to executive compensation will continue to dominate the debate," said
David Drake, President, Georgeson Inc. "However, activists within the
governance community have yet to reach a consensus as to what form of
Say-on-Pay would be most beneficial."

While relatively new, advisory votes that occur on a triennial or biennial
basis - rather than annual voting - may gain traction given recent activity.
Microsoft Corporation announced in September 2009 that it had adopted
Say-on-Pay votes on a triennial basis, and both Pfizer Inc. and Prudential
Financial, Inc. announced in October that they had adopted Say-on-Pay on a
biennial basis.

One of the more surprising results of the 2009 proxy season is the increase in
both the number of directors who received significant withhold/against votes
and the percentage of withhold/against received. Directors receiving
withhold/against votes of 15% or greater jumped more than 68% from 2008 to
2009, with more than 1,000 directors at more than 375 companies receiving such
votes.

Of the 40 companies with directors who received majority withhold/against
votes in 2009, only two companies had adopted a majority voting standard for
director elections that required directors to tender their resignations. In
both of those cases, the companies' boards chose to "cure" what they believed
to be the underlying reason for the withhold/against vote instead of accepting
resignations.

Other resolutions, while not new, are gaining momentum, such as separating the
roles of the chairman and CEO. Proposals relating to a shareholder's right to
call a special meeting also continue to appear on ballots and are a favorite
of activists who are also targeting anti-takeover provisions.

In addition to shareholder resolutions, for the review, Georgeson tracked 57
formal proxy contests through to the end of September 2009, one more than the
record set in 2008.

"The 2009 proxy season was one of the most contentious and politicized proxy
seasons on record," explained Drake. "Ultimately, activists concluded that the
potential upside of engaging in proxy contexts outweighed the costs of not
waging the contests and having to sit on the sidelines."

To see all the proposals and contests covered in Georgeson's Annual Corporate
Governance Review and Georgeson's analysis of the outcomes, go to
http://www.georgeson.com/usa/acgr09.php

Georgeson Inc., a Computershare company, is the world's leading provider of
strategic proxy and corporate governance advisory services to corporations and
shareholder groups working to influence corporate strategy. For over half a
century, Georgeson has specialized in complex solicitations such as hostile
and friendly acquisitions, proxy contests and takeover defenses. In 2008,
Georgeson was the No. 1 proxy solicitor for M&A transactions worldwide. The
firm also provides issuers with expertise in corporate events solutions such
as post-merger unexchanged holder programs and information agent services.

Media Contacts

Juli Bark
EVP, Marketing
Tel: 1 312 588 4289
juli.bark@computershare.com

Jeff Stein
Media Relations
Tel: 1 212 805 7271
jeff.stein@computershare.com

SOURCE Georgeson Inc.

Juli Bark, EVP, Marketing, +1-312-588-4289, juli.bark@computershare.com; or
Media Relations, Jeff Stein, +1-212-805-7271, jeff.stein@computershare.com,
both for Georgeson Inc.