February 15, 2011
Chart: Graphical Presentation of the Say-on-Pay Results So Far
– Sudhir Shenoy, Womble Carlyle Sandridge & Rice
To help keep track of the Form 8-Ks filed under Item 5.07 to report voting results on say-on-pay and say-when-on-pay, I’ve created this chart that I intend to periodically update. A few interesting observations based on the identified companies thus far:
1. With respect to “Say-on-Pay,” the average “for” vote percentage for the identified companies (90.3%) indicates that these proposals are faring well overall; however, as you noted in Broc’s blog, two companies have already failed to receive a majority vote – Jacobs Engineering and Beazer Homes – and five companies have received “for” vote percentages in the 60s.
2. With respect to “Say-When-on-Pay,” the sample size is only 55 companies as of 2/11/11, but here are some interesting trends:
– The shareholders of 20 of the identified companies have not followed the board of directors recommendation on the frequency of the “Say on Pay” vote (shareholders of 29 of the identified companies followed the board’s recommendation, and the boards of the six remaining identified companies did not make a recommendation);
– With respect to the 12 companies whose boards recommended an annual vote, the shareholders of each of those companies approved that recommendation (all of the approval percentages were 81% or greater);
– With respect to the 7 companies whose boards recommended a biennial vote, the shareholders of three of those companies approved that recommendation (the shareholders of the other four companies voted for an annual vote); and
– With respect to the 30 companies whose boards recommended a triennial vote, the shareholders of 14 of those companies approved that recommendation (the shareholders of the remaining 16 companies voted for an annual vote).
Broc’s note: In our “Say-on-Pay” Practice Area, there are other tools to help you keep track of voting developments, etc., including Ed Hauder’s tracking site and this Bryan Cave chart that lists the pros and cons of the alternative frequency recommendations.