Say on Pay Reports

To date, 129 Russell 3000 companies have had Say on Pay votes and 93% have passed with above 70% support. Two companies (1.6%) have failed Say on Pay: Nuance Communications and Tetra Tech. Proxy advisory firm ISS has recommended ‘against’ Say on Pay proposals at 9% of companies it has assessed thus far in 2016. Our special topic this week examines proxy access vote results in the Russell 3000. Read more

This report provides the full year of 2015 Say on Pay vote results, covering more than 2,100 Russell 3000 companies that held votes in calendar year 2015. The majority of companies continued to pass Say on Pay with substantial shareholder support: approximately 92% of companies passed with over 70% shareholder approval. 61 companies (2.8%) failed Say on Pay in 2015. Seven companies failed since our last report: Celadon Group, Fabrinet, K12, Oracle, Palo Alto Networks, Synergy Resources, and The Hain Celestial Group. We will begin to issue Say on Pay updates for the 2016 proxy season in March Read more

Our special topic this week examines historical vote results for S&P 500 companies compared to the remaining companies in the Russell 3000. Larger companies are improving their Say on Pay results while smaller ones are flat to slightly worse. The failure rate for the S&P 500 has dropped by more than half since 2011. This rate has more than doubled for smaller companies. To date 1,990 Russell 3000 companies have had their Say on Pay votes and 92% are passing with above 70% support. Seven companies have failed since our last report: BE Aerospace, IvenSense, KEYW Holding, PICO Holdings, RBC Bearings, TiVo, and Ultratech. 54 Russell 3000 companies (2.7%) have failed Say on Pay in 2015. ISS is recommending ‘Against’ Say on Pay proposals at 12% of companies. Read more

Our special topic studies trends in Say on Golden Parachute votes. On average, these votes have fluctuated more and are lower than Say on Pay votes every year since 2011. ISS is more likely to recommend ‘Against’ Say on Golden Parachute proposals. In 2015, companies with an ISS ‘Against’ recommendation received 26% lower support, on average. To date 1,863 Russell 3000 companies have held their Say on Pay votes and 92% are passing with above 70% support. Nine companies have failed since our last report: Argan, Bed Bath & Beyond, BPZ Resources, Furmanite, Marvell Technology, Natural Gas Services, Restoration Hardware, Spectrum Pharmaceuticals, and United Therapeutics. 47 Russell 3000 companies (2.5%) have failed Say on Pay in 2015. ISS is recommending ‘Against’ Say on Pay proposals at 12% of companies. Read more

Our special topic this week examines director election votes from 2013 to 2015 thus far. Over 90% of director elections received vote support above 85% and only one out of two hundred elections failed. In the year following a failed Say on Pay vote, Compensation Committee non-chair members are four times more likely to receive a recommendation of ‘Withhold’ or ‘Against’ from proxy advisory firm ISS. To date 1,574 Russell 3000 companies have had their Say on Pay votes and 93% are passing with above 70% support. Eleven companies have failed since our last report: Astoria Financial, Basic Energy Services, BBCN Bancorp, Checkpoint Systems, Cornerstone OnDemand, DexMedia, Eagle Bancorp, Masimo, Tutor Perini, Vertex Pharmaceuticals, and W.R. Berkley. 32 Russell 3000 companies (2.0%) have failed Say on Pay in 2015. ISS is recommending ‘Against’ Say on Pay proposals at 10% of companies. Read more

Our special topic this week features reasons for Say on Pay failure. We have examined the 21 companies that have received less than 50% vote support on Say on Pay thus far in 2015 to assess probable reasons for failure. We found that poor pay for performance relation continues to be the most frequent reason for failure but that failure due to problematic pay practices has declined in 2015 compared to previous years. Our data also shows that while the percentage of companies failing Say on Pay in 2015 is relatively consistent with prior years, the number of probable reasons for failure has declined from an average of four in 2014 to an average of three in 2015. To date 1,232 Russell 3000 companies have had their Say on Pay votes and 93% are passing with above 70% support. Thirteen companies have failed Say on Pay since our last report: Acacia Research, BankUnited, Carriage Services, Darling Ingredients, Dynamic Materials, Hospira, Insulet, Kate Spade & Co., Knoll, Luminex, Mack-Cali Realty, SPX, and Superior Industries International. Proxy advisory firm ISS is recommending ‘against’ Say on Pay proposals at 9% of companies. Read more

Our special topic this week features an industry breakdown of Say on Pay votes. We have examined vote results by GICS sector to identify how results have moved year-over-year by industry. Our data shows that Information Technology, Consumer Discretionary, and Telecommunication Services companies have received the highest proportion of vote results below 90%. We also find a correlation between average Say on Pay results and ISS recommendations in every GICS sector. To date 678 Russell 3000 companies have had their Say on Pay votes and 94% are passing with above 70% support. Four companies have failed Say on Pay since our last report: Allegheny Technologies, Customers Bancorp, TCF Financial, and Walter Energy. Eight Russell 3000 companies (1.2%) have failed Say on Pay in 2015. Proxy advisory firm ISS is recommending ‘against’ Say on Pay proposals at 7% of companies. Read more

Our topic this week features Trends in Mutual Fund Say on Pay Votes—we have analyzed Form N-PX filings from U.S. management investment companies over the past four years to determine how mutual fund votes on Say on Pay proposals have changed over time. Our data shows a convergence in the rate mutual funds vote in line with proxy advisory firm ISS towards 92%. We also see a strong correlation between mutual fund votes and overall Say on Pay results. To date 257 Russell 3000 companies have had their Say on Pay votes and 94% are passing with above 70% support. Two new companies have failed Say on Pay since our last report: Biglari Holdings and Cogent Communications Holdings. It was the third consecutive failure for both companies. Four Russell 3000 companies (1.6%) have failed Say on Pay in 2015. Proxy advisory firm ISS is recommending ‘against’ Say on Pay proposals at 7% of companies. Read more