SAY ON PAY
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Four more companies fail Say on Pay

Since our report on Wednesday, we identified four more companies that failed Say on Pay. The total for 2012 is now 44 companies (2.5%) compared to 29 companies (1.5%) through the same date in 2011. Read our June 6 report here.


Chesapeake Energy: 20% support in 2012 vs. 58% support in 2011. Shareholders also voted against one other compensation related proposal (approval of the annual incentive plan) and voted for a shareholder proposal relating to proxy access. Additionally, shareholders withheld a majority of votes for two directors’ re-elections (article here).

Nabors Industries: 25% support in 2012 vs. 43% support in 2011. Nabors is the fourth company to fail Say on Pay in both 2011 and 2012. Shareholders also voted against two other compensation related proposals on the agenda and for a shareholder proposal to seek shareholder approval of future severance agreements.

American Eagle Outfitters: 40% support in 2012 vs. 77% support in 2011. The company filed a DEFA14A reiterating the pay for performance relationship and outlining the steps the Board has taken over the past year (e.g., no increase in CEO base salary, 37% reduction in target total compensation year over year for the CEO, and use of performance share units) but still did not receive majority support.

G-III Apparel Group LTD: 35% support in 2012 vs. 97% support in 2011. The 62 percentage point swing is one the largest declines this year.