The coming proxy season will center on the votes oncompanies' executive compensation plans that were mandated byDodd-Frank. The three years of say-on-pay votes to date haveresulted in a significant increase in companies' efforts to reachout to investors to assess their views—and, if possible, influencetheir votes.

Compensation “tends to be a hot-button issue for management,”said Laura Richman, of counsel in the Chicago office of law firmMayer Brown. “So just the existence of this advisory vote hasincreased shareholder engagement.”

With three years of experience with say-on-pay votes, “companiesunderstand the playbook in terms of doing their shareholderoutreach: that they need to do it earlier in the proxy process,”said Rajeev Kumar, senior managing director for corporategovernance and research at Georgeson, a proxy solicitation andcorporate governance consulting company. “They can't wait until[proxy advisers] ISS and Glass Lewis come out with theirrecommendations and then try to get shareholders not to go alongwith their recommendations. They need to do outreach far earlier,even before they have filed their proxies.”