The Advisors' Blog

This blog features wisdom from respected compensation consultants and lawyers

April 12, 2010

A Fight Over “Say on Pay”

Ted Allen, RiskMetrics

Here is something I recently blogged: At Waddell & Reed Financial’s annual meeting on Wednesday, investors will consider a shareholder proposal that seeks an annual advisory vote on executive compensation.

The Kansas-based investment services company has taken the unusual step of including a special solicitation with its proxy statement to oppose the proposal. The resolution is sponsored by Boston Common Asset Management, the California State Teachers’ Retirement System, and Calvert Asset Management. In a March 5 letter to shareholders, CEO Henry Herrmann warned that adoption of this reform would put the company “at a serious competitive disadvantage and could erode the value of your investment.”

While more than 60 U.S. issuers, including JPMorgan Chase, Wells Fargo, and Goldman Sachs, have agreed to hold voluntary pay votes, Waddell & Reed argued that advisory votes would lead to a “loss of executive talent” and would not result in “meaningful dialogue with shareholders.”

Last year, the company initially reported that a “say on pay” proposal received majority support; the company later petitioned a Delaware judge for permission to count additional votes, which pushed the support level below 50 percent. Pay vote proponents have been surprised by the company’s efforts to oppose this resolution.

“Waddell & Reed is one of the outliers in its aggressive campaign against this important reform, and that concerns us as shareowners,” said Dawn Wolfe, associate director of ESG Research at Boston Common.

Here is an update since I wrote the above: According to Dawn Wolfe of Boston Common Asset Management, Waddell & Reed did not disclose preliminary vote results at the meeting or indicate that the proposal passed or failed. Most companies usually indicate whether a proposal passed or failed at the meeting. Under the new SEC disclosure rules, Waddell had to disclose results within 4 business days in a Form 8-K, which it did on Friday.