C.A. 2nd
B241087

The Second Appellate District affirmed a judgment. The court held that plaintiffs who filed a “say-on-pay” shareholder derivative suit to challenge approval of a pay-for-performance executive compensation program failed to set out facts excusing pre-suit demand on the corporation’s board of directors with allegations of particularized facts showing wrongdoing by a majority of directors on a director-by-director basis.