April 13, 2011
More Companies Challenge ISS Through Additional Soliciting Materials
– Broc Romanek, CompensationStandards.com
Like Disney and Hewlett-Packard before them (see this blog), General Electric and Northern Trust recently filed additional soliciting materials challenging ISS’s recommendations on their say-on-pay. We are compiling a list of all the companies that do this on CompensationStandards.com’s “ISS Policies & Ratings” Practice Area.
In his “Dodd-Frank.com Blog,” Steve Quinlivan notes:
General Electric
GE notes a “significant disagreement” with ISS. GE’s materials directly confront ISS. GE’s points are:
– ISS’s analysis fails to consider actions that aligned pay with performance during the recession.
– Mr. Immelt’s pay increased a modest 6.4% since 2007, the last year he received a bonus.
– ISS’s valuation of Mr. Immelt’s option grant significantly overstates his total compensation.
– ISS’s model to value options differs from GE’s model and is inconsistent with applicable accounting guidance.Northern Trust
ISS claims Northern Trust has a pay-for-performance disconnect. Northern Trust’s materials reemphasize components of compensation related to equity-based incentive pay, cash incentives and business results. Northern Trust also claims that ISS’s calculations of comparative financial performance are flawed because the index includes several companies engaged in entirely different and unrelated businesses. Its also worth noting that Glass Lewis & Co. recommended shareholders approve executive compensation.
Yesterday, Allegheny Technologies joined those fighting their proxy advisor recommendation with these additional solicitation materials. And ISS’s Ted Allen blogged about how AFSCME has launched the first public “just vote no” campaign this proxy season against two companies over their pay practices.