May 2011: Update on Say-On-Pay and In Preparation for Say on Pay
Update: Say-on-Pay and Say-on-Frequency
We have created a table of the 20 failures of the Say-on-Pay vote as of May 17, 2011 along with the reasons for failure and some other interesting statistics. One trend that is worth noting that is not captured in this table is that some companies that are receiving the vote against from ISS are disputing the decision of ISS to recommend a no vote. In most cases, the declaration of the dispute, along with the reasoning, has helped the company receive a majority yes vote for Say-on-Pay from their shareholders. Captured in this table is also the information about the lawsuits filed against company’s by their shareholders when they choose to ignore the vote against Say-on-Pay.
In Preparation for Say on Pay: A Negative Vote and Your Proxy Statement
by Carmen Solorzano, Senior Consultant at NFP Compensation Consulting
The 2011 proxy season is in full swing with the reality of Say On Pay and the power of proxy-advisory firms such as RiskMetrics and Glass Lewis becoming ever more present. Notwithstanding, their significance will continue to grow as proxy filings are released along with the impending proxy-advisory firms’ recommendations. As of May 2, 2011, 186 companies or nearly 13%, have received a “no” vote recommendation from RiskMetrics on executive pay proposals. While these recommendations are simply guidance provided to institutional investors, boards, committees and shareholders alike, their influence cannot be ignored.
Sites that We are Watching
Say-on-Pay has been one of the most fascinating issues that we have had to deal with in our many years in executive compensation consulting. As such, we would like to share with you some of the sites that we like to watch in order to keep up to date and get other opinions and insights to issues surrounding this legislation.