Say on Pay

Say on PayCurrent 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 additional companies with support below 50%

We have collected Say on Pay vote results for 125 additional Russell 3000 companies, bringing our total to 2,332. The average vote result for all companies in 2014 is 91%. Two additional companies failed since last week’s report; 55 companies (2.4%) have failed so far this year. Of companies with four years of Say on Pay votes, 1,601 (92.2%) have passed all four years, 113 (6.5%) have passed in three years and failed in one year, 18 companies (1.0%) have passed in two years and failed in two years, three companies (0.2%) have passed in one year and failed in three years, and two companies (0.1%) have failed all four years. Proxy advisory firm ISS is recommending ‘against’ Say on Pay proposals at 13% of companies in 2014. Read more

Vote of the Week: Electronic Arts

Our “Vote of the Week” features Electronic Arts. Electronic Arts (EA) received 55% vote support in 2014 after receiving 93% support in 2013. The decreased support is likely due to a promotional $8.6MM stock option award granted to the CEO, adoption of a re-testing provision for annual PRSU grants, a decrease in the proportion of future equity grants subject to performance-based vesting conditions from 50% to 25%, and targeting the 75th percentile of peers when determining the value of annual equity grants. Read more

Report update: five additional companies with support below 50%

We have collected Say on Pay vote results for 84 additional Russell 3000 companies, bringing our total to 2,207. The average vote result for all companies in 2014 is 91%. Five additional companies failed since last week’s report; 53 companies (2.4%) have failed so far this year. Of companies with four years of Say on Pay votes, 1,511 (92.0%) have passed all four years, 109 (6.6%) have passed in three years and failed in one year, 17 companies (1.0%) have passed in two years and failed in two years, three companies (0.2%) have passed in one year and failed in three years, and two companies (0.1%) have failed all four years. Proxy advisory firm ISS is recommending ‘against’ Say on Pay proposals at 13% of companies in 2014. Read more

Votes of the Week: Guess? and Aéropostale

Our “Vote of the Week” features Guess? and Aéropostale. The two companies each failed in 2014 with Guess?, a triennial Say on Pay company, receiving 34% support in 2014 after receiving 68% support in 2011, and Aéropostale receiving 36% support in 2014 after receiving 99% support in 2013. Both companies recently entered into new employment agreements with their respective CEOs which provide for large equity awards despite negative long-term shareholder returns. These commonalities in pay and performance likely led to similar vote outcomes. Read more

Report update: one additional company with support below 50%

We have collected Say on Pay vote results for 97 additional Russell 3000 companies, bringing our total to 2,123. The average vote result for all companies in 2014 is 91%. One additional company failed since last week’s report; 48 companies (2.3%) have failed so far this year. Of companies with four years of Say on Pay votes, 1,462 (92.1%) have passed all four years, 105 (6.6%) have passed in three years and failed in one year, 15 companies (0.9%) have passed in two years and failed in two years, three companies (0.2%) have passed in one year and failed in three years, and two companies (0.1%) have failed all four years. Proxy advisory firm ISS is recommending ‘against’ Say on Pay proposals at 13% of companies in 2014. Read more

Vote of the Week: Abercrombie & Fitch

Our “Vote of the Week” features Abercrombie & Fitch. Abercrombie received 96% vote support in 2014 after receiving 20% in 2013. Despite stock price underperformance, the increased vote support is likely due to a new employment agreement with CEO Michael Jeffries, a redesign of annual and long-term incentive plans, and increased use of performance-based equity with multi-year performance conditions. Read more

Report update: five new companies with support below 50%

We have collected Say on Pay vote results for 146 additional Russell 3000 companies, bringing our total to 2,026. The average vote result for all companies in 2014 is 91%. Five additional companies failed since last week’s report; 47 companies (2.3%) have failed so far this year. Read more

Vote of the Week: Time Warner Cable

Our “Vote of the Week” features Time Warner Cable. TWC received 62% vote support in 2014 after receiving 88% in 2013. The decreased vote support is likely due to acceleration of 2015 and 2016 LTI awards in 2014 to mitigate merger retention concerns, increased potential payments under a change-in-control, and supplementary 2014 bonus that provides up to an additional 50% of target with the completion of the merger. Read more

Report update: six new companies with support below 50%

We have collected Say on Pay vote results for 156 additional Russell 3000 companies, bringing our total to 1,880. The average vote result for all companies in 2014 is 91%. Six additional companies failed since last week’s report; 42 companies (2.2%) have failed so far this year. Of companies with four years of Say on Pay votes, 1,321 (92.5%) have passed all four years, 92 (6.4%) have passed in three years and failed in one year, 11 companies (0.8%) have passed in two years and failed in two years, two companies (0.1%) have passed in one year and failed in three years, and two companies (0.1%) have failed all four years. Proxy advisory firm ISS is recommending ‘against’ Say on Pay proposals at 13% of companies in 2014. Read more

Vote of the Week: New York Community Bancorp

Our “Vote of the Week” features New York Community Bancorp. NYCB, a company with triennial Say on Pay votes, received 46% vote support in 2014 after receiving 83% in 2011. The decreased vote support is likely due to sizable and increasing tax gross-up payments made upon the vesting of equity awards, lack of clawback or stock-holding policies for executives, and use of identical performance goals in the annual and long-term incentive plans. Read more