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.

Report update: seven new companies with support below 50%

We have collected Say on Pay vote results for 309 additional Russell 3000 companies, bringing our total to 1,154. The average vote result for all companies in 2014 is 92%. Seven additional companies failed since last week's report; 21 companies (1.8%) have failed so far this year. Of companies with four years of Say on Pay votes, 827 (93.1%) have passed all four years, 53 (6%) have passed in three years and failed in one year, seven companies (0.8%) have passed in two years and failed in two years, and one company (0.1%) has 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: Motorola Solutions

Our "Vote of the Week" features Motorola Solutions. Motorola received 98% vote support in 2014 after receiving 68% in 2013. The Company likely received increased support in 2014 for its strong shareholder outreach following lower votes in 2012 and 2013, amendments to the CEO's contract to eliminate the tax gross-up provision and reduce the minimum annual bonus target, lack of special equity awards, and improved performance. Read more

Report update: six new companies with support below 50%

We have collected Say on Pay vote results for 290 additional Russell 3000 companies, bringing our total to 845. The average vote result for all companies in 2014 is 92%. Six additional companies failed since last week's report; 14 companies (1.7%) have failed so far this year. Of companies with four years of Say on Pay votes, 607 (93.5%) have passed all four years, 37 (5.7%) have passed in three years and failed in one year, four companies (0.6%) have passed in two years and failed in two years, and one company (0.2%) has 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: Rovi

Our "Vote of the Week" features Rovi. Rovi received 40% vote support in 2014 after receiving 53% in 2013. Despite the changes made by the Company, it likely received lower support in 2014 due to high CEO pay compared to peers, negative 3-yr TSR and declining year-over-year revenue, reduced short-term incentive target goals year-over-year and reduced long-term incentive threshold goals, and above median benchmarking practices. Read more

Report update: three new companies with support below 50%

We have collected Say on Pay vote results for 208 additional Russell 3000 companies, bringing our total to 555. The average vote result for all companies in 2014 is 92%. Three additional companies failed since last week's report; eight companies (1.4%) have failed so far this year. Of companies with four years of Say on Pay votes, 400 (94.3%) have passed all four years, 20 (4.7%) have passed in three years and failed in one year, three companies (0.7%) has passed in two years and failed in two years, and one company (0.2%) has passed in one year and failed in three years. Proxy advisory firm ISS is recommending 'against' Say on Pay proposals at 11% of companies in 2014. Read more

Vote of the Week: Carnival

Our "Vote of the Week" features Carnival. Carnival received 58% vote support in 2014 after receiving votes above 90% in the three prior years. The decreased support in 2014 is likely due to severance payments to executives upon retirement and a guaranteed minimum bonus provision in a new employment agreement. Read more

Report update: five votes below 50% so far in 2014

We have collected Say on Pay vote results for 113 additional Russell 3000 companies, bringing our total to 347. The average vote result for all companies in 2014 is 92%. Two additional companies failed since last week's report; five companies (1.4%) have failed so far this year. Of companies with four years of Say on Pay votes, 224 (92%) have passed all four years, 16 (6.6%) have passed in three years and failed in one year, two companies (0.8%) has passed in two years and failed in two years, and one company (0.4%) has passed in one year and failed in three years. Proxy advisory firm ISS is recommending 'against' Say on Pay proposals at 10% of companies in 2014. Read more

Vote of the Week: FirstMerit

Our "Vote of the Week" features FirstMerit. FirstMerit received 41% vote support in 2014 after receiving 68% in 2013. The year-over-year decreased support is likely due to CEO pay above median of peers, CEO's frozen supplemental pension (SERP) value of $20.5MM, including a change in value during 2013 of $10.9MM, and discretionary cash bonuses to NEOs. Read more