The Advisors' Blog

– Broc Romanek, CompensationStandards.com

As we await mandatory say-on-pay’s fate on Capitol Hill, here are a few recent developments worth noting:

– RiskMetrics’ Ted Allen reports that Motorola received just 46% support during the company’s May 3rd annual meeting, marking the first time that a US company has failed to earn majority support from shareholders during a non-binding vote on compensation (here is Motorola’s Form 8-K). Mark Borges just blogged about this as well.

– Remember that brokers still get to cast discretionary votes on management say-on-pay proposals (although one of the sections of the Dodd bill would eliminate this, as I noted in this blog). Thus, Motorola’s level of support would have been even lower if these broker votes were not included. As an example, see Ted’s notes about American Express’ recent meeting (and see AmEx’s Form 8-K) – he quotes someone from the AFL-CIO who estimates that the company’s 63% level of support would have been reduced to 58% (and Wells Fargo’s level of support would have dropped from 73% to 67% without the broker votes).

– Ted reports that say-on-pay shareholder proposals received 51% support at EMC, a 47.9% vote at Johnson & Johnson, and 45.3% support at IBM. The number of votes exceeded the support levels for the same resolutions at the three companies last year. Note these are proposals from shareholders to put say-on-pay on the ballot going forward; they are not management say-on-pay agenda items like the situations noted above.

– Ted also reports that SuperValu received no-action relief – under the (i)(9) “conflicts with management’s proposal” basis – from Corp Fin to exclude a say-on-pay shareholder proposal because the company had already adopted a “triennial” approach to say-on-pay. The proponent wanted an annual vote instead of every three years.

If you didn’t see it, yesterday I blogged this on TheCorporateCounsel.net’s Blog: “An Emerging Hot Topic? Whether to Disclose Voting Result Percentages.”