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.

Vote of the Week: Hewlett-Packard

In our “Vote of the Week,” we discuss Hewlett-Packard, which received 76% vote support in 2013, following votes of 77% in 2012 and 48% in 2011. Hewlett-Packard originally received an ‘against’ recommendation from ISS, but the recommendation was reversed following additional changes to the pay program for 2013. Read more

Report Update: No New Failures; ISS Recommending Against 10% of Companies

We collected results for 19 more companies this week, bringing our total to 143 for the season. Thus far, 94% are passing with above 70% support -- and three companies have failed Say on Pay (Nuance Communications, Digital Generation, and Navistar). Proxy advisory firm ISS is recommending against Say on Pay proposals at 10% of companies in 2013 (compared to 14% in 2012 and 12% in 2011). Read more

Vote of the Week: Navistar

In our "Vote of the Week," we discuss Navistar, which received an 18% vote (the lowest we have seen) in 2013 after receiving votes of roughly 70% in 2012 and 95% in 2011. The reduced support may be attributable to concerns from shareholders and their proxy advisors on the former CEO's retirement package, which consisted of a severance payment of ~$8m and pension benefits of ~$17m, coupled with negative TSR over the most recent 1-, 3-, and 5- year period, and 'retesting' provisions on the Company's performance-based cash program. Read more

2013 report: Three failures thus far, Apple receives a 61% favorable vote

To date, 124 Russell 3000 companies have had their Say on Pay votes - and over 95% are passing with above 70% support. Thus far, three companies have failed Say on Pay (Nuance Communications, Digital Generation, and Navistar). Proxy advisory firm ISS is recommending against Say on Pay proposals at 11% of companies in 2013 (compared to 14% in 2012 and 12% in 2011). Read more

Vote of the Week: Apple

In our "Vote of the Week," we discuss Apple, which received a 61% favorable vote after receiving votes above 80% in both 2012 and 2011. The decrease in the Say on Pay vote may be attributable to criticisms from proxy advisors on large, non-performance based biennial grants to all NEOs (excluding the CEO), coupled with lack of stock holding requirements and low levels of stock ownership across the NEO team. Shareholders may have also been influenced by a 31% drop in TSR since the end of fiscal-year 2012. Read more

Ralcorp acquisition approved overwhelmingly but Say on Golden Parachute vote did not receive majority support

Last week Ralcorp’s shareholders approved the company’s merger with ConAgra Foods with over 99% support. However, the advisory vote on the payments associated with the change in control received only 45% support, with 48% voting against and 6% abstaining. Say on Golden Parachute votes are non-binding shareholder votes on compensation arrangements associated with mergers and acquisitions. The vote is effective for all merger proxies filed after April 24, 2011. Read more

Report Update: Results for the entire 2012 proxy season; 57 total have failed SOP

This report provides results for the entire 2012 proxy season, covering over 2,200 companies. The majority of companies continued to pass Say on Pay in 2012 with substantial shareholder support, with approximately 91% of companies passing with over 70% shareholder approval. Four new companies announced failures since our last update (PMFG, DFC Global, Oracle, and RBC Bearings), and total failures for the season stand at 57 (2.6% of companies). We will begin to issue Say on Pay updates for the 2013 proxy season in March 2013. Read more