Say on Pay

Vote of the Week

Vote of the WeekZoom inCurrent Report

Our "Vote of the Week" reports discuss Say on Pay votes and results from specific companies and offers insights on what worked and what didn't.

Vote of the Week: Chipotle Mexican Grill

Our "Vote of the Week" features Chipotle Mexican Grill. Chipotle received 23% vote support in 2014 after receiving 73% in 2013. Despite strong shareholder returns, the Company likely received lower year over year support due to magnitude of combined co-CEO pay levels which is high against peers, annual fixed grants of stock-only stock appreciation rights, and 'Vote No' campaign by CtW Investment Group. 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

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

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

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

Vote of the Week: Mylan

Our "Vote of the Week" features Mylan. Mylan received 60% vote support in 2014 after receiving 70% in 2013. The year-over-year decreased support is likely due to a large pay package to the Executive Chairman (who earns more than the CEO) as a result of $20MM cash award, and an extension of three executives' contracts which included an excise tax gross-up provision. Read more

Vote of the Week: Starbucks

Our "Vote of the Week" features Starbucks. Starbucks received 87% vote support in 2014 after receiving 73% in 2013. The year-over-year increased support is likely due to no grants of any special time-based awards, mostly flat cash compensation levels year over year, continued strong financial performance, and active shareholder outreach. Read more

Vote of the Week: Quiksilver

Our "Vote of the Week" features Quiksilver. Quiksilver, a company with triennial Say on Pay votes, received 84% vote support in 2014 after receiving 98% in 2011 at its last vote. The lower support this year is likely due to high absolute levels of CEO pay even though equity awards are tied to rigorous performance goals, single-trigger vesting acceleration for equity upon a change in control, and lack of risk-mitigating features such as clawback policy, ownership guidelines, or anti-hedging/anti-pledging policies. Read more