Dialogue

The latest reporting, opinion and research on executive compensation. We don’t necessarily agree with it all, but we provide it here for consideration.

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Week of
January 12, 2015

Quick Picks

How Much Does Performance Count in a Say on Pay Vote? | National Association of Corporate Directors (subscription required) | January 7, 2015

Companies with negative shareholder returns fail Say on Pay three times as often as those with positive returns, according to a study of Say on Pay votes by Semler Brossy's Rylan Grady. Boards should be aware that the highest performing companies fail about as often as those with only modest gains and that stock price performance after the fiscal year ends, but before the annual meeting when proxy votes are cast, also impacts Say on Pay outcomes. Read more

SEC to Examine Proxy Advisors for Conflicts of Interest | Agenda (subscription required) | January 16, 2015

The SEC recently announced that the Office of Compliance Inspections and Examinations (OCIE) will examine select proxy advisory firms for potential conflicts of interest and try to understand how the guidance in place to diminish those conflicts is functioning.  Many companies are concerned that the SEC’s most recent guidance—released last June—did not adequately address the concerns about the influence of proxy advisors, according to Agenda. The SEC’s examination is aimed at determining the effectiveness of the guidance. Read more

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