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: Time Warner Cable

Our “Vote of the Week” features Time Warner Cable. TWC received 62% vote support in 2014 after receiving 88% in 2013. The decreased vote support is likely due to acceleration of 2015 and 2016 LTI awards in 2014 to mitigate merger retention concerns, increased potential payments under a change-in-control, and supplementary 2014 bonus that provides up to an additional 50% of target with the completion of the merger. Read more

Report update: six new companies with support below 50%

We have collected Say on Pay vote results for 156 additional Russell 3000 companies, bringing our total to 1,880. The average vote result for all companies in 2014 is 91%. Six additional companies failed since last week’s report; 42 companies (2.2%) have failed so far this year. Of companies with four years of Say on Pay votes, 1,321 (92.5%) have passed all four years, 92 (6.4%) have passed in three years and failed in one year, 11 companies (0.8%) have passed in two years and failed in two years, two companies (0.1%) have passed in one year and failed in three years, and two companies (0.1%) have failed all four years. Proxy advisory firm ISS is recommending ‘against’ Say on Pay proposals at 13% of companies in 2014. Read more

Vote of the Week: New York Community Bancorp

Our “Vote of the Week” features New York Community Bancorp. NYCB, a company with triennial Say on Pay votes, received 46% vote support in 2014 after receiving 83% in 2011. The decreased vote support is likely due to sizable and increasing tax gross-up payments made upon the vesting of equity awards, lack of clawback or stock-holding policies for executives, and use of identical performance goals in the annual and long-term incentive plans. Read more

Report update: four new companies with support below 50%

We have collected Say on Pay vote results for 213 additional Russell 3000 companies, bringing our total to 1,724. The average vote result for all companies in 2014 is 91%. Four additional companies failed since last week’s report; 36 companies (2.1%) have failed so far this year. Of companies with four years of Say on Pay votes, 1,226 (92.7%) have passed all four years, 85 (6.4%) have passed in three years and failed in one year, nine companies (0.7%) have passed in two years and failed in two years, two companies (0.2%) have passed in one year and failed in three years, and one company (<0.1%) has failed all four years. Proxy advisory firm ISS is recommending ‘against’ Say on Pay proposals at 13% of companies in 2014. Read more

Vote of the Week: Medidata Solutions

Our “Vote of the Week” features Medidata Solutions. Medidata received 43% vote support in 2014 after receiving 98% in 2013. Despite strong shareholder returns, the Company received a year-over-year decrease in support of 55% likely due to high relative CEO pay, significant and identical pay packages for both the CEO and the President, and a year-over-year increase in the CEO’s and President’s pay of 155% ($4.2MM) largely driven by two special awards. Read more

Vote of the Week: Kilroy Realty

Our "Vote of the Week" features Kilroy Realty. Kilroy received 87% vote support in 2014 after failing in each of the three prior years. The Company likely received increased year over year support due to Changes to the annual and long-term incentive plans, increased emphasis on multi-year performance in the long-term incentive plan, continued shareholder outreach, and submission of a proposal to require a majority vote for uncontested director elections. Read more

Report update: eleven new companies with support below 50%

We have collected Say on Pay vote results for 357 additional Russell 3000 companies, bringing our total to 1,511. The average vote result for all companies in 2014 is 91%. Eleven additional companies failed since last week's report; 32 companies (2.1%) have failed so far this year. Of companies with four years of Say on Pay votes, 1,070 (92.4%) have passed all four years, 77 (6.6%) have passed in three years and failed in one year, nine companies (0.8%) have passed in two years and failed in two years, and two companies (0.2%) have passed in one year and failed in three years. Proxy advisory firm ISS is recommending 'against' Say on Pay proposals at 12% of companies in 2014. Read more

Vote of the Week: Chipotle Mexican Grill

Our "Vote of the Week" features Chipotle Mexican Grill. Chipotle received 23% vote support in 2014 after receiving 73% in 2013. Despite strong shareholder returns, the Company likely received lower year over year support due to magnitude of combined co-CEO pay levels which is high against peers, annual fixed grants of stock-only stock appreciation rights, and 'Vote No' campaign by CtW Investment Group. Read more