Say on Pay

Behind Say on Pay

Behind Say on PayZoom inDownload PDF

We offer insights into Say on Pay vote results, answering questions about what SOP data really means in our “Behind the Numbers” series and diving into the potential drivers of specific company vote results in our “Vote of the Week” reports.

Vote of the Week: Mylan

Our "Vote of the Week" features Mylan. Mylan received 60% vote support in 2014 after receiving 70% in 2013. The year-over-year decreased support is likely due to a large pay package to the Executive Chairman (who earns more than the CEO) as a result of $20MM cash award, and an extension of three executives' contracts which included an excise tax gross-up provision. Read more

Vote of the Week: Starbucks

Our "Vote of the Week" features Starbucks. Starbucks received 87% vote support in 2014 after receiving 73% in 2013. The year-over-year increased support is likely due to no grants of any special time-based awards, mostly flat cash compensation levels year over year, continued strong financial performance, and active shareholder outreach. 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

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

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

Vote of the Week: WebMD

In our “Vote of the Week,” we discuss WebMD which received 60% vote support in 2013 after receiving 71% and 90% in 2012 and 2011. The decreased support is attributable to high CEO pay during a period of lagging company performance, significant executive turnover with high sign-on and severance payments, discretionary cash bonuses, and problematic pay practices. Read more

Vote of the Week: McKesson

In our “Vote of the Week,” we discuss McKesson Corporation which received 22% vote support in 2013 after receiving 62% and 70% support in 2012 and 2011. The decreased support is attributable to a 30% increase in reported year over year CEO pay, continued proxy advisor and shareholder concerns over the CEO’s pension balance (valued at $159m upon voluntary termination) and duplicative performance measures in the short and long term incentive plans underscoring general concerns over the rigor of performance targets. Read more

Vote of the Week: Spectrum Pharmaceuticals

In our “Vote of the Week,” we discuss Spectrum Pharmaceuticals which received 31% vote support in 2013 after receiving 53% and 91% support in 2012 and 2011. The decreased support is attributable to a lack of action/disclosure with regard to last year's SOP vote and related shareholder outreach, tax gross-ups and single trigger acceleration of awards, high pay combined with underwhelming total shareholder return and discretionary incentive awards with long-term awards composed of non-performance based shares and options. Read more