January 23, 2012
More on “Are Companies Doing Their Say-on-Pay Homework for ’12?”
– Broc Romanek, CompensationStandards.com
Last week, Mark Borges gave us the disturbing news on his blog that: “Since the middle of December, I’ve been monitoring what companies have been disclosing in their Compensation Discussion and Analyses about the impact of last year’s “say-on-pay” vote. Probably the most startling thing I’ve discovered is the number of companies that have failed to provide the disclosure entirely (even though it’s required by Item 402(b)(1)(vii)). I’d say that almost 15% of the CD&A’s I’ve read don’t address the subject at all.” He then went on to pan the uneven quality of the disclosure and gave examples. Not good – although I guess the tea leaves were being read when I blogged back in September that companies seemed to be slow to engage in the wake of their votes last season.
Last month, Barbara Nims and Gillian Emmett Moldowan of Davis Polk blogged that – as of December 16th – 14 large accelerated filer companies have filed proxy statements for the 2012 season and noted that the ten companies with high shareholder approval ratings (83% and higher) have provided simple and unremarkable disclosure about what happened last season.