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: Tyco

In our “Vote of the Week,” we discuss Tyco, which received 69% vote support in 2013 after receiving votes of 95% in 2012 and 71% in 2011. Tyco received a decrease in support despite strong total shareholder return performance and positive investor reaction to its September 2012 corporate spin-off. Investors and their proxy advisors likely maintained concerns about the value of the former CEO’s termination package. Read more

Behind the Numbers: A Reversal of Fortunes — Understanding the Factors that Drive a Significant Reduction in Support from One Year to the Next

Receiving strong support for Say on Pay in one year is certainly no guarantee for future Say on Pay success. While only a small percentage of companies see a significant reduction in support from one year to the next, the low frequency of this event belies the significant risk companies may face if they become too complacent in their approach to Say on Pay. In this article we examine the factors that drive a reversal of Say on Pay fortunes so that companies may be better prepared to address potential vulnerabilities. Read more

Report update: no new failures; ISS reverses recommendations of two companies

We collected results for 11 more companies this week, bringing our total to 154 for the season. Thus far, 94% of companies are passing with above 70% support, and no new companies failed this week. Proxy advisory firm ISS is recommending against Say on Pay proposals at 9% of companies (compared to 14% in 2012 and 12% in 2011). One new company – Kaman Corp – filed a DEFA14A in response to proxy advisors this week. Kaman Corp also had its Say on Pay recommendation reversed by ISS (from ‘against’ to ‘for’) following the Company’s decision to remove an excise tax gross-up from an executive’s recently renewed change-in-control agreement. Read more

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