Say on Pay

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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."

2014 report: No new failures; ISS recommending against 7% of companies

We have collected Say on Pay vote results for 8 additional Russell 3000 companies, bringing our total to 180. The average vote result for all companies in 2014 is 94%. To date, only one company has failed Say on Pay: Hologic. Of companies with four years of Say on Pay votes, 102 (93%) have passed all four years while 8 (7%) have passed in three years and failed in one year. Proxy advisory firm ISS is recommending 'against' Say on Pay proposals at 7% of companies in 2014 (compared to 14% in 2013 and 2012). Read more

Vote of the Week: Quiksilver

Our "Vote of the Week" features Quiksilver. Quiksilver, a company with triennial Say on Pay votes, received 84% vote support in 2014 after receiving 98% in 2011 at its last vote. The lower support this year is likely due to high absolute levels of CEO pay even though equity awards are tied to rigorous performance goals, single-trigger vesting acceleration for equity upon a change in control, and lack of risk-mitigating features such as clawback policy, ownership guidelines, or anti-hedging/anti-pledging policies. Read more

2014 report: No new failures; ISS recommending against 6% of companies

We have collected Say on Pay vote results for 7 additional Russell 3000 companies, bringing our total to 172. The average vote result for all companies in 2014 is 94%. To date, only one company has failed Say on Pay: Hologic. Of companies with four years of Say on Pay votes, 100 (93%) have passed all four years while 7 (7%) have passed in three years and failed in one year. Proxy advisory firm ISS is recommending 'against' Say on Pay proposals at 6% of companies in 2014 (compared to 14% in 2013 and 2012). Read more

Vote of the Week: Disney

Our "Vote of the Week" features The Walt Disney Company. Disney received 81% vote support in 2014 following votes of 58% and 57% in 2013 and 2012, respectively. The year over year increased support is likely due to removal of “retesting” provisions from Disney's performance share plan, reduced CEO bonus amidst slow total shareholder return (TSR) performance, and shareholder outreach following two years of low Say on Pay support. Read more

2014 report: No new failures

We have collected Say on Pay vote results for 37 additional Russell 3000 companies, bringing our total to 165. The average vote result for all companies in 2014 is 94%. To date, only one company has failed Say on Pay: Hologic. Of companies with four years of Say on Pay votes, 95 (93%) have passed all four years while 7 (7%) have passed in three years and failed in one year. Proxy advisory firm ISS is recommending 'against' Say on Pay proposals at 5% of companies in 2014 (compared to 14% in 2013 and 2012). Read more

Vote of the Week: Apple

In our “Vote of the Week,” we discuss Apple which received 96% vote support in 2014 after receiving 61% and 83% in 2013 and 2012. The increased support is attributable to strong shareholder outreach following the low 2013 vote, addition of performance conditions to the CEO's 2011 promotion grant, and the commitment to adopt performance conditions on future executive equity awards. Read more

2014 report: One failure thus far

To date, 128 Russell 3000 companies have had their Say on Pay votes - and 97% are passing with above 70% support. Thus far, one company has failed Say on Pay (Hologic). We also capture vote results of companies that elected to have a vote every three years. At this point, no triennial companies have failed in 2014 and the average vote result of triennial companies is 97% (compared to 94% average for non-triennial companies). Proxy advisory firm ISS is recommending 'against' Say on Pay proposals at 5% of companies in 2014 (compared to 14% in 2013 and 2012). Read more

Report Update: Results for the entire proxy 2013 season; 57 companies have failed SOP

This report provides the full year of results for 2013, covering over 2,200 companies in the Russell 3000. The majority of companies continued to pass Say on Pay in 2013 with substantial shareholder support: approximately 91% of companies passed with over 70% shareholder approval. Since our last update, seven additional companies announced failures (Capstone Turbine, Corinthian Colleges, DFC Global, Fusion-io, Masmio, Oracle, and SWS Group). Total failures for 2013 stand at 57 (2.5% of Russell 3000 companies), notably the same number of Russell 3000 companies that failed in 2012. We will begin to issue Say on Pay updates for the 2014 proxy season in March 2014. Read more