Say on Pay

Say on Pay Reports

Say on Pay ReportsZoom inCurrent Report

Our weekly "Say on Pay Reports" provide comprehensive coverage of vote results. Find out how companies in the Russell 3000 fared on Say on Pay votes.

2014 report: One failure thus far

To date, 128 Russell 3000 companies have had their Say on Pay votes - and 97% are passing with above 70% support. Thus far, one company has failed Say on Pay (Hologic). We also capture vote results of companies that elected to have a vote every three years. At this point, no triennial companies have failed in 2014 and the average vote result of triennial companies is 97% (compared to 94% average for non-triennial companies). Proxy advisory firm ISS is recommending 'against' Say on Pay proposals at 5% of companies in 2014 (compared to 14% in 2013 and 2012). Read more

Report Update: Results for the entire proxy 2013 season; 57 companies have failed SOP

This report provides the full year of results for 2013, covering over 2,200 companies in the Russell 3000. The majority of companies continued to pass Say on Pay in 2013 with substantial shareholder support: approximately 91% of companies passed with over 70% shareholder approval. Since our last update, seven additional companies announced failures (Capstone Turbine, Corinthian Colleges, DFC Global, Fusion-io, Masmio, Oracle, and SWS Group). Total failures for 2013 stand at 57 (2.5% of Russell 3000 companies), notably the same number of Russell 3000 companies that failed in 2012. We will begin to issue Say on Pay updates for the 2014 proxy season in March 2014. Read more

Vote of the Week: WebMD

In our “Vote of the Week,” we discuss WebMD which received 60% vote support in 2013 after receiving 71% and 90% in 2012 and 2011. The decreased support is attributable to high CEO pay during a period of lagging company performance, significant executive turnover with high sign-on and severance payments, discretionary cash bonuses, and problematic pay practices. Read more

Righting the Say On Pay Ship

One of the positive outcomes of the Say on Pay provision in the Dodd-Frank legislation has been more regular dialogue between companies and shareholders. But to date, many companies have engaged with shareholders only after shockingly low votes. This article by Seymour Burchman and Blair Jones explores our recommendation - that companies should begin a dialogue with investors and proxy advisors well before pay concerns arise. This engagement can help avoid the distraction and other consequences of low Say on Pay vote results. Read more

Report update: Two more companies fail

We collected results for 81 more companies since our last report, bringing the total to 2,039 for the season. This week, we found two more companies that failed Say on Pay, bringing our total to 50 (McKesson and Helen of Troy). Year-over-year, results are roughly flat; companies that failed in 2012 have received significantly more support in 2013 (on average, +39%). Read more

Report update: One addl. company failed

We collected results for 35 more companies since our last report, bringing the total to 1,958 for the season. This week, we found one more company that failed Say on Pay, bringing our total to 48 (Freeport-McMoRan Copper & Gold). Year-over-year, results are roughly flat; companies that failed in 2012 have received significantly more support in 2013 (on average, +39%). Read more

Report update: Four addl. companies fail

We collected results for 51 more companies since our last report, bringing the total to 1,923 for the season. This week, we found four more companies that failed Say on Pay, bringing our total to 47 (Active Networks, Jos. A Bank Clothiers, Spectrum Pharmaceuticals and Verifone Systems). Year-over-year, results are roughly flat; companies that failed in 2012 have received significantly more support in 2013 (on average, +40%). Read more

Report update: Two addl. companies fail

We collected results for 77 more companies this week, bringing our total to 1,872 for the season. This week, we found two more companies that failed Say on Pay, bringing our total to 43 (Abercrombie & Fitch and Morgans Hotel Group). Year-over-year, results have improved ~1%; companies that failed in 2012 have received significantly more support in 2013 (on average, +40%). Read more