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: Disney

Our "Vote of the Week" features The Walt Disney Company. Disney received 81% vote support in 2014 following votes of 58% and 57% in 2013 and 2012, respectively. The year over year increased support is likely due to removal of “retesting” provisions from Disney's performance share plan, reduced CEO bonus amidst slow total shareholder return (TSR) performance, and shareholder outreach following two years of low Say on Pay support. Read more

Vote of the Week: Apple

In our “Vote of the Week,” we discuss Apple which received 96% vote support in 2014 after receiving 61% and 83% in 2013 and 2012. The increased support is attributable to strong shareholder outreach following the low 2013 vote, addition of performance conditions to the CEO's 2011 promotion grant, and the commitment to adopt performance conditions on future executive equity awards. 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

Vote of the Week: McKesson

In our “Vote of the Week,” we discuss McKesson Corporation which received 22% vote support in 2013 after receiving 62% and 70% support in 2012 and 2011. The decreased support is attributable to a 30% increase in reported year over year CEO pay, continued proxy advisor and shareholder concerns over the CEO’s pension balance (valued at $159m upon voluntary termination) and duplicative performance measures in the short and long term incentive plans underscoring general concerns over the rigor of performance targets. Read more

Vote of the Week: Spectrum Pharmaceuticals

In our “Vote of the Week,” we discuss Spectrum Pharmaceuticals which received 31% vote support in 2013 after receiving 53% and 91% support in 2012 and 2011. The decreased support is attributable to a lack of action/disclosure with regard to last year's SOP vote and related shareholder outreach, tax gross-ups and single trigger acceleration of awards, high pay combined with underwhelming total shareholder return and discretionary incentive awards with long-term awards composed of non-performance based shares and options. Read more

Vote of the Week: Yahoo!

In our “Vote of the Week,” we discuss Yahoo! which received 94% vote support in 2013 after receiving 50% and 69% support in 2012 and 2011. The successful year over year turnaround is attributable to improved company performance, elimination of the 50% minimum funding level for annual incentives and 2012 equity awards that require performance in order for executives to realize value. Read more

Vote of the Week: Chesapeake Energy

In our “Vote of the Week,” we discuss Chesapeake Energy which received 84% vote support in 2013 after receiving 20% support in 2012. The successful year over year turnaround is attributable to the addition of eight independent directors, a retooled formulaic annual incentive plan and the implementation of "best practice" governance policies. Read more