Gretchen Morgenson of the NYT wrote recently (“When Shareholders Make Their Voices Heard,” April 8, 2012) about Say on Pay and indications that, “some companies seem to be listening.” This is heartening news indeed but I still have reservations about Say on Pay because, in the end, precatory proposals — and most of the proposals are precatory – are only suggestions. There is no teeth, and boards and management are not required to act on them. At best, they are discussed by the board and inform decisions; at worst, they are expensive but symbolic exercises in activism…. More in the video.