Say on Pay

Say on PayZoom inCurrent Report

Get comprehensive results in "Say on Pay Reports," in-depth analysis on Say on Pay results in our "Behind the Numbers" series, and insights on how companies are faring in "Vote of the Week."

Report Update: Two companies with support below 50% thus far – including our special topic: Trends in Proxy Access Votes

To date, 129 Russell 3000 companies have had Say on Pay votes and 93% have passed with above 70% support. Two companies (1.6%) have failed Say on Pay: Nuance Communications and Tetra Tech. Proxy advisory firm ISS has recommended ‘against’ Say on Pay proposals at 9% of companies it has assessed thus far in 2016. Our special topic this week examines proxy access vote results in the Russell 3000. Read more

Report Update: Results for the Entire 2015 Proxy Season; 61 Companies Have Failed Say on Pay

This report provides the full year of 2015 Say on Pay vote results, covering more than 2,100 Russell 3000 companies that held votes in calendar year 2015. The majority of companies continued to pass Say on Pay with substantial shareholder support: approximately 92% of companies passed with over 70% shareholder approval. 61 companies (2.8%) failed Say on Pay in 2015. Seven companies failed since our last report: Celadon Group, Fabrinet, K12, Oracle, Palo Alto Networks, Synergy Resources, and The Hain Celestial Group. We will begin to issue Say on Pay updates for the 2016 proxy season in March Read more

Report Update: Seven additional companies fail Say on Pay – including our special topic: 5 Years Later, is the S&P 500 Figuring Out Say on Pay

Our special topic this week examines historical vote results for S&P 500 companies compared to the remaining companies in the Russell 3000. Larger companies are improving their Say on Pay results while smaller ones are flat to slightly worse. The failure rate for the S&P 500 has dropped by more than half since 2011. This rate has more than doubled for smaller companies. To date 1,990 Russell 3000 companies have had their Say on Pay votes and 92% are passing with above 70% support. Seven companies have failed since our last report: BE Aerospace, IvenSense, KEYW Holding, PICO Holdings, RBC Bearings, TiVo, and Ultratech. 54 Russell 3000 companies (2.7%) have failed Say on Pay in 2015. ISS is recommending ‘Against’ Say on Pay proposals at 12% of companies. Read more

Report Update: Nine Additional Companies Fail Say on Pay – Featuring Trends in Say on Golden Parachute Votes

Our special topic studies trends in Say on Golden Parachute votes. On average, these votes have fluctuated more and are lower than Say on Pay votes every year since 2011. ISS is more likely to recommend ‘Against’ Say on Golden Parachute proposals. In 2015, companies with an ISS ‘Against’ recommendation received 26% lower support, on average. To date 1,863 Russell 3000 companies have held their Say on Pay votes and 92% are passing with above 70% support. Nine companies have failed since our last report: Argan, Bed Bath & Beyond, BPZ Resources, Furmanite, Marvell Technology, Natural Gas Services, Restoration Hardware, Spectrum Pharmaceuticals, and United Therapeutics. 47 Russell 3000 companies (2.5%) have failed Say on Pay in 2015. ISS is recommending ‘Against’ Say on Pay proposals at 12% of companies. Read more

Report Update: Six Additional Companies Fail Say on Pay – Featuring Trends in Equity Plan Proposals

Our special topic this week revisits an earlier analysis of vote results for equity plan proposals. Compared to 2011, twice as many companies have received equity plan support above 90% thus far in 2015. Companies that fail Say on Pay are 10x more likely to have their equity plans voted against by shareholders. To date 1,750 Russell 3000 companies have held their Say on Pay votes and 93% are passing with above 70% support. Six companies have failed since our last report: Fidelity National Financial, ICU Medical, MedAssets, Monster Worldwide, Resolute Energy, and Shutterfly. To date, 38 Russell 3000 companies (2.1%) have failed Say on Pay in 2015. ISS is recommending ‘Against’ Say on Pay proposals at 11% of companies. Read more

Report Update: Eleven Additional Companies Fail Say on Pay – Featuring Director Elections

Our special topic this week examines director election votes from 2013 to 2015 thus far. Over 90% of director elections received vote support above 85% and only one out of two hundred elections failed. In the year following a failed Say on Pay vote, Compensation Committee non-chair members are four times more likely to receive a recommendation of ‘Withhold’ or ‘Against’ from proxy advisory firm ISS. To date 1,574 Russell 3000 companies have had their Say on Pay votes and 93% are passing with above 70% support. Eleven companies have failed since our last report: Astoria Financial, Basic Energy Services, BBCN Bancorp, Checkpoint Systems, Cornerstone OnDemand, DexMedia, Eagle Bancorp, Masimo, Tutor Perini, Vertex Pharmaceuticals, and W.R. Berkley. 32 Russell 3000 companies (2.0%) have failed Say on Pay in 2015. ISS is recommending ‘Against’ Say on Pay proposals at 10% of companies. Read more