LookSmart recommends “Against” and fails Say on Pay…with 0% support

LookSmart, an $11.65M online advertising company, recently became the first company to receive 0% support for Say on Pay, after its Board of Directors recommended voting “against” the Say on Pay proposal. The Board recommended against its own proposal, reasoning in the proxy that “The current directors of the Company and the current compensation committee members believe that the executive compensation and the related practices of the former directors and former executive officers were ineffective and inappropriate and that the former directors and former executive officers consistently awarded themselves excessive compensation without regard to performance or what was in the best interests of the stockholders.” All of the Company’s directors and executives were “terminated for cause, removed for cause, or ceased to hold office with the Company” in January 2013. The turnover was related to a tender offer takeover by PEEK Investments. Despite the Board’s recommendation, the Company received support from proxy advisors. Investors chose to follow the Board’s recommendation — all 9 million+ votes were “against.”