As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure materials. Some of these matters are requirements of new Dodd-Frank Act rules and others are based on lessons gleaned from the 2012 annual meeting and reporting season. The items discussed below will not apply equally to all companies. Whether a particular item applies and how a company should address it will depend on, among other things, the company’s business, shareholder base and executive compensation plans and programs.

Incorporate lessons from 2012 say-on-pay results. In the 2012 proxy season, approximately:

• 69 percent of say-on-pay proposals passed with more than 90 percent support;

• 21 percent passed with between 70.1 and 90 percent support;

• 7 percent passed with between 50 and 70 percent support; and

• 3 percent (61 companies) obtained less than 50 percent support.