Say on Pay

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The latest news, articles and reports on Say on Pay, including insights from Semler Brossy experts on trends and lessons learned from Say on Pay results.

Report Update: Six Additional Companies Fail Say on Pay – Including our Special Topic: Industry Breakdown of Say on Pay Votes

To date, 385 Russell 3000 companies have held Say on Pay votes and 91% have passed with above 70% support. Eleven companies (2.9%) have failed Say on Pay thus far in 2016; the six new companies that have failed since the last report are Cepheid, Consolidated-Tomoka Land, Exelon, FMC, Masimo, and Wolverine World Wide. Read more

Report Update: Two companies with support below 50% thus far – including our special topic: Trends in Proxy Access Votes

To date, 129 Russell 3000 companies have had Say on Pay votes and 93% have passed with above 70% support. Two companies (1.6%) have failed Say on Pay: Nuance Communications and Tetra Tech. Proxy advisory firm ISS has recommended ‘against’ Say on Pay proposals at 9% of companies it has assessed thus far in 2016. Our special topic this week examines proxy access vote results in the Russell 3000. Read more

Report Update: Results for the Entire 2015 Proxy Season; 61 Companies Have Failed Say on Pay

This report provides the full year of 2015 Say on Pay vote results, covering more than 2,100 Russell 3000 companies that held votes in calendar year 2015. The majority of companies continued to pass Say on Pay with substantial shareholder support: approximately 92% of companies passed with over 70% shareholder approval. 61 companies (2.8%) failed Say on Pay in 2015. Seven companies failed since our last report: Celadon Group, Fabrinet, K12, Oracle, Palo Alto Networks, Synergy Resources, and The Hain Celestial Group. We will begin to issue Say on Pay updates for the 2016 proxy season in March Read more

Say on Golden Parachute: A Look at Say on Pay’s Lesser-Known Cousin

Golden parachutes became common in the hostile takeover years of the 1980s, when executives worried about losing their jobs to corporate raiders. The golden parachutes provided executives with lump sum payments, immediate vesting of equity awards and continued participation in benefits following a change in control. Media reports and debacles about failed financial service companies in the 2000s raised public ire over these arrangements. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 advanced a mandate for shareholders to review these parachute arrangements prior to completion of a corporate merger or change in control. The mandate became known as say on golden parachutes and complemented say on pay, a mandate for routine shareholder pay program reviews. Both mandates are advisory and nonbinding. Read more

Report Update: Seven additional companies fail Say on Pay – including our special topic: 5 Years Later, is the S&P 500 Figuring Out Say on Pay

Our special topic this week examines historical vote results for S&P 500 companies compared to the remaining companies in the Russell 3000. Larger companies are improving their Say on Pay results while smaller ones are flat to slightly worse. The failure rate for the S&P 500 has dropped by more than half since 2011. This rate has more than doubled for smaller companies. To date 1,990 Russell 3000 companies have had their Say on Pay votes and 92% are passing with above 70% support. Seven companies have failed since our last report: BE Aerospace, IvenSense, KEYW Holding, PICO Holdings, RBC Bearings, TiVo, and Ultratech. 54 Russell 3000 companies (2.7%) have failed Say on Pay in 2015. ISS is recommending ‘Against’ Say on Pay proposals at 12% of companies. Read more