Say on Pay

Say on Pay Reports

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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: Cogent Communications fails after receiving vote of 68% in 2012 and 39% in 2011

We collected results for 46 more companies this week, bringing our total to 228 for the season. Thus far, 94% are passing with above 70% support -- and five companies have failed thus far. Average vote results have improved by approximately 2% year over year. Five companies that failed in 2012 have received significantly more support in 2013 (average of +47%). We have noticed that ISS has recommended 'against' fewer companies this year (10% of companies, as compared with 14% in 2012 and 12% in 2011). In our “Vote of the Week,” we discuss Cogent Communications, which received 39% vote support in 2013 after receiving a vote below 70% in 2012 and failing in 2011. The failure this year may be attributable to: a mega grant of time based equity made to the CEO, lack of performance criteria, limited engagement with shareholders following consecutive votes under 70%, and underlying problematic pay practices. Read more

Report update: 182 companies in

We collected results for 13 more companies this week, bringing our total to 182 for the season. Thus far, 93% are passing with above 70% support -- and four companies have failed thus far. Average vote results have improved by approximately 3% year over year. Five companies that failed in 2012 have received significantly more support in 2013 (average of +47%). We have noticed that ISS has recommended 'against' fewer companies this year (9% of companies, as compared with 14% in 2012 and 12% in 2011). Read more

Report update: 4 failures thus far

We collected results for 6 more companies this week, bringing our total to 169 for the season. Thus far, 93% are passing with above 70% support. One new company failed this week (Biglari Holdings), bringing the total to four for the year. Average vote results have improved by approximately 2% year over year. Read more

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