Chesapeake Energy Corp CEO Aubrey McClendon plans to reimburse the company $12 million it paid to purchase his antique map collection in 2008 as part of a settlement with shareholders angered by the transaction. The preliminary settlement, filed in Oklahoma state court on Tuesday, also places restrictions on senior management’s right to hold company stock in a margin account or make speculative trades with Chesapeake shares. The settlement requires court approval, after which ownership of the maps will revert back to McClendon.
McClendon, who founded the company and is one of the industry’s most visible proponents of natural gas, was forced to sell 94 percent of his Chesapeake shares in 2008, amounting to 6 percent of the company’s outstanding stock, to meet margin calls. That same year, the company’s board awarded a $75 million bonus to McClendon in a year when its stock fell 60 percent. The sale of his map collection to the company in 2008 also netted McClendon a $4 million profit. Influential proxy advisory service ISS this year opposed McClendon’s reelection to the company’s board, citing unresponsiveness to investors and compensation issues.
At this year’s annual meeting in June, more than 40 percent of the company’s shareholders rejected Chesapeake’s executive pay plan, and McClendon was reelected with 78 percent of the vote. Before the settlement, Chesapeake had already taken some steps in respect to its governance practices. It hired a compensation consultant and a lead independent director this year.
As Ted Allen blogged yesterday, Regis Corporation received more than 71% opposition to its say-on-pay at its annual meeting, which is the greatest dissent seen so far this year. We have added the Regis Form 8-K to our list of failed say-on-pays in our “Say-on-Pay” Practice Area.
The video archive of last weeks’ pair of Conferences – the “6th Annual Proxy Disclosure Conference” & “Say-on-Pay Workshop: 8th Annual Executive Compensation Conference” – are posted. Hopefully, you’ve talked to some of the many that attended this event and heard how much practical guidance was imparted. Our panels really delivered this year – and it’s not too late to watch them as you can still register and watch the panels now or when you are gearing up to draft your proxy materials.
Here are three short videos from our week of Conferences this week – this first one shows the sheer size of our “Investors Speak” panel on Wednesday (2000 attendees in person and many more online):
A groovy exhibit from E*Trade in our Exhibit Hall:
Also liked this set-up in the Exhibit Hall from Bank of America/Merrill Lynch:
Equilar recently released two new surveys. One examines Fortune 100 CEOs from 2005 to 2010, evaluating how the financial crisis and the recession have changed boards’ approach to perks. A few of those findings:
– Total “other” compensation drops: After falling 28.3 percent from 2008 to 2009, the median value of “other” compensation for F100 CEOs fell again in 2010, with a more modest decline (8.3 percent) from 2009 levels.
– Tax gross-ups on the chopping block: The median value of perquisites related to tax gross-ups fell 48.4 percent from 2009 to 2010. Their prevalence decreased from 50 percent in 2009 to 25.3 percent in 2010.
– Eliminating some perquisites is on the rise: In 2010, 14.7 percent of F100 companies indicated that they would eliminate some executive perquisites in late 2010 or early 2011. The most frequently eliminated perk was tax reimbursements, with 7.4 percent of companies eliminating them.
– Stock options declining: The median number of options granted by S&P 1500 firms fell 3.8 percent annually from 2006 to 2010.
– Restricted stock is becoming more common: 74.9 percent of companies disclosed restricted-stock grants in 2006, while 89.9 percent disclosed them in 2010.
– CEOs are getting bigger slices of the equity pie: The amount of options granted to CEOs as a percentage of total options granted rose from 6.2 percent in 2006 to 7.4 percent in 2010.
We have posted the remarks from Albert Meyer of Bastiat Capital regarding “Egregious Executive Pay Via Stock Options” that were made in connection with yesterday’s “Say-on-Pay Workshop:8th Annual Executive Compensation Conference” for general consumption (the video archive of that Conference is now posted). It’s great to see investors speaking out.
Today is the “The Say-on-Pay Workshop: 8th Annual Executive Compensation Conference”; yesterday was the “6th Annual Proxy Disclosure Conference” and the video archive of that Conference is posted. Note you can still register to watch online by using your credit card and getting an ID/pw kicked out automatically to you without having to interface with our staff. Both Conferences are paired together; two Conferences for the price of one.
– How to Attend by Video Webcast: If you are registered to attend online, just go to the home page of TheCorporateCounsel.net or CompensationStandards.com to watch it live or by archive (note that it will take about a day to post the video archives after it’s shown live). A prominent link called “Enter the Conference Here” on the home pages of those sites will take you directly to today’s Conference (and on the top of that Conference page, you will select a link matching the video player on your computer: Windows Media or Adobe Flash Player).
Remember to use the ID and password that you received for the Conferences (which may not be your normal ID/password for TheCorporateCounsel.net or CompensationStandards.com). If you are experiencing technical problems, follow these webcast troubleshooting tips. Here is today’s Conference Agenda; times are Pacific.
– How to Earn CLE Online: Please read these FAQs about Earning CLE carefully to see if that is possible for you to earn CLE for watching online – and if so, how to accomplish that. Remember you will first need to input your bar number(s) and that you will need to click on the periodic “prompts” all throughout each Conference to earn credit. Both Conferences will be available for CLE credit in all states except for a few – but hours for each state vary; see the CLE list for each Conference in the FAQs.
Today is the “Tackling Your 2012 Compensation Disclosures: The 6th Annual Proxy Disclosure Conference”; tomorrow is the “The Say-on-Pay Workshop: 8th Annual Executive Compensation Conference.” Note you can still register to watch online by using your credit card and getting an ID/pw kicked out automatically to you without having to interface with our staff. Both Conferences are paired together; two Conferences for the price of one.
– How to Attend by Video Webcast: If you are registered to attend online, just go to the home page of TheCorporateCounsel.net or CompensationStandards.com to watch it live or by archive (note that it will take about a day to post the video archives after it’s shown live). A prominent link called “Enter the Conference Here” on the home pages of those sites will take you directly to today’s Conference (and on the top of that Conference page, you will select a link matching the video player on your computer: Windows Media or Adobe Flash Player).
Remember to use the ID and password that you received for the Conferences (which may not be your normal ID/password for TheCorporateCounsel.net or CompensationStandards.com). If you are experiencing technical problems, follow these webcast troubleshooting tips. Here is today’s Conference Agenda; times are Pacific.
– How to Earn CLE Online: Please read these FAQs about Earning CLE carefully to see if that is possible for you to earn CLE for watching online – and if so, how to accomplish that. Remember you will first need to input your bar number(s) and that you will need to click on the periodic “prompts” all throughout each Conference to earn credit. Both Conferences will be available for CLE credit in all states except for a few – but hours for each state vary; see the CLE list for each Conference in the FAQs.