Say on Pay

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The latest news, articles and reports on Say on Pay, including insights from Semler Brossy experts on trends and lessons learned from Say on Pay results.

LookSmart recommends “Against” and fails Say on Pay…with 0% support

LookSmart, an $11.65M online advertising company, recently became the first company to receive 0% support for Say on Pay, after its Board of Directors recommended voting “against” the Say on Pay proposal. The Board recommended against its own proposal, reasoning in the proxy that “The current directors of the Company and the current compensation committee members believe that the executive compensation and the related practices of the former directors and former executive officers were ineffective and inappropriate and that the former directors and former executive officers consistently awarded themselves excessive compensation without regard to performance or what was in the best interests of the stockholders.” All of the Company’s directors and executives were “terminated for cause, removed for cause, or ceased to hold office with the Company” in January 2013. The turnover was related to a tender offer takeover by PEEK Investments. Despite the Board’s recommendation, the Company received support from proxy advisors. Investors chose to follow the Board’s recommendation -- all 9 million+ votes were “against.” Read more

Righting the Say On Pay Ship

One of the positive outcomes of the Say on Pay provision in the Dodd-Frank legislation has been more regular dialogue between companies and shareholders. But to date, many companies have engaged with shareholders only after shockingly low votes. This article by Seymour Burchman and Blair Jones explores our recommendation - that companies should begin a dialogue with investors and proxy advisors well before pay concerns arise. This engagement can help avoid the distraction and other consequences of low Say on Pay vote results. Read more

Report update: Two more companies fail

We collected results for 81 more companies since our last report, bringing the total to 2,039 for the season. This week, we found two more companies that failed Say on Pay, bringing our total to 50 (McKesson and Helen of Troy). Year-over-year, results are roughly flat; companies that failed in 2012 have received significantly more support in 2013 (on average, +39%). 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

Report update: One addl. company failed

We collected results for 35 more companies since our last report, bringing the total to 1,958 for the season. This week, we found one more company that failed Say on Pay, bringing our total to 48 (Freeport-McMoRan Copper & Gold). Year-over-year, results are roughly flat; companies that failed in 2012 have received significantly more support in 2013 (on average, +39%). 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

Say on Pay Compensation Changes Working

Todd Sirras, Managing Principal at Semler Brossy, discusses compensation changes due to say on pay measures at corporations and the evolution of performance-based pay. He speaks on Bloomberg Television's "Bloomberg Surveillance." Read more

Report update: Four addl. companies fail

We collected results for 51 more companies since our last report, bringing the total to 1,923 for the season. This week, we found four more companies that failed Say on Pay, bringing our total to 47 (Active Networks, Jos. A Bank Clothiers, Spectrum Pharmaceuticals and Verifone Systems). Year-over-year, results are roughly flat; companies that failed in 2012 have received significantly more support in 2013 (on average, +40%). Read more