April 25, 2011
Say-on-Pay: A Seventh & Eighth Failed Votes
– Broc Romanek, CompensationStandards.com
Last week, Stanley Black & Decker filed this Form 8-K to report that it became the seventh company to fail to gain majority support for its say-on-pay, with only 39% voting in favor. Not only did shareholders reject the company’s SOP, they also came down hard on the board – two directors had 49% withheld. Cooley’s Amy Muecke analyzes why the company failed in this memo.
Then on Friday – in a midst of a flurry of filings on a day when the markets were closed – Umpqua Holdings Corporation filed this Form 8-K to report it became the eighth failed say-on-pay with only 35% voting in support. Umpqua’s Form 8-K is unique in that it chose to include a narrative on why it believed it failed (ie. ISS recommended against the company and the company disagrees with ISS’s analysis).
In his “Proxy Disclosure Blog,” Mark Borges gives us the latest say-when-on-pay stats: with 2177 companies filing their proxies, 43% triennial; 4% biennial; 51% annual; and 4% no recommendation.