The 2012 proxy season is underway and, at Farient, we are spending lots of time with investors and compensation committees to learn about the perspectives of each, and to help drive convergence toward satisfactory solutions for all constituencies. Say on Pay will continue to influence our conversation in the boardroom. Drawing from our research paper "Say on Pay: Identifying Investor Concerns." we've identified the main reasons investors vote "no" on Say on Pay.

Farient recommends companies take the following steps during the 2012 proxy season so that Say on Pay becomes a useful communication platform between companies and their investors:

• Pay attention to what investors are looking for and be responsive to their issues
• Reach out to key investors and maintain a dialogue with them about executive pay
• Reassess the alignment between pay and performance in pay programs
• Provide clear and complete CD&A disclosure