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.

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

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

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

Report Update: Results for the entire 2012 proxy season; 57 total have failed SOP

This report provides results for the entire 2012 proxy season, covering over 2,200 companies. The majority of companies continued to pass Say on Pay in 2012 with substantial shareholder support, with approximately 91% of companies passing with over 70% shareholder approval. Four new companies announced failures since our last update (PMFG, DFC Global, Oracle, and RBC Bearings), and total failures for the season stand at 57 (2.6% of companies). We will begin to issue Say on Pay updates for the 2013 proxy season in March 2013. Read more

Report update: 53 total have failed SOP; McKesson receives 62% support, -8% vs. 2011

Since we last updated our report, two additional companies (Iconix Brand Group and Applied Micro Circuits) have failed Say on Pay. Total failures for the season now stand at 53 (or 2.6% of companies). In our “Vote of the Week,” we discuss McKesson, a company that received 62% support in 2012 after receiving 70% support in 2011. The company made many changes to its compensation programs following the 2011 vote; however it appears that shareholders continued to have concerns over the high value of CEO pay (from both a relative and absolute standpoint) and some of the company’s retirement benefits and incentive designs. This will be our final Say on Pay update for 2012. We will issue a full report providing results for the entire 2012 proxy season in January 2013. Please check back on our blog for updates in the meantime. Read more

Report update: Yahoo receives 50% support this proxy season

Total failures for the season now stand at 51 (or 2.7% versus 1% in 2011), with no new additions since our last report. We discuss Yahoo in our “Vote of the Week” – the company received 50% support (49.86% including abstentions as 'against' votes; 50.13% excluding abstentions as 'against' votes), which represents 20% less support this year. Yahoo's vote is likely attributable to continued concerns over company performance, coupled with concerns over severance payouts and changes made to compensation programs in 2011 and 2012. Read more

Report update: 51 total have failed SOP; Freeport McMoRan receives +22% support vs.2011

Total failures for the season now stand at 51 (or 2.7% versus 1% in 2011), with two new additions since last week (Best Buy and Kforce). We discuss Freeport McMoRan in our “Vote of the Week” – the company received 22% more vote support this year, following 46% support in 2011. The year over year increase in vote results is likely due to significant program changes. The company made modifications to its AIP program, reduced total compensation by 40% (as reported in the company's supplemental table), and made governance-related changes. Nonetheless, the company still received an ‘against’ recommendation from ISS given high absolute reported pay levels coupled with negative one?year TSR and other ongoing concerns. Read more