The Advisors' Blog

This blog features wisdom from respected compensation consultants and lawyers

June 13, 2014

Say-on-Pay: Now 42 Failures in ’14

Broc Romanek, CompensationStandards.com

Here’s an excerpt from the latest from Semler Brossy:

We have collected Say on Pay vote results for 156 additional Russell 3000 companies, bringing our total to 1,880. The average vote result for all companies in 2014 is 91%. Six additional companies failed since last week’s report; 42 companies (2.2%) have failed so far this year. Of companies with four years of Say on Pay votes, 1,321 (92.5%) have passed all four years, 92 (6.4%) have passed in three years and failed in one year, 11 companies (0.8%) have passed in two years and failed in two years, two companies (0.1%) have passed in one year and failed in three years, and two companies (0.1%) have failed all four years. Proxy advisory firm ISS is recommending ‘against’ Say on Pay proposals at 13% of companies in 2014.

Meanwhile, here’s an excerpt from this ISS newsletter:

The 2014 season posted record numbers for both MSoP ballot volume and vote support. The return of say-on-pay to agendas at hundreds of issuers that adopted a triennial vote frequency in 2011 swelled a typical large investor’s workload by more than 15 percent. At Russell 3000 firms, for example, the January 1-June 30 volume of MSoP ballot items jumped by 17 percent from 2013 levels and 23 percent from 2012’s post-Dodd-Frank Act mandate low watermark.

2014’s big ballot backlog, however, failed to translate into higher opposition. ISS Voting Analytics database shows that overall MSoP support at Russell 3000 firms for the January-to-June period actually stands at a new high-watermark of 91.6 percent of the votes cast–up from 91.5 percent of the votes cast for the same period in 2013.

Sub-majority support also failed to spike with the higher ballot volumes. As of June 12, Voting Analytics recorded only 38 sub-50 percent support votes for meeting held from Jan. 1 to June 30, which is roughly comparable to 42 and 47 for the same time-periods in 2013 and 2012, respectively, despite 2014 larger ballot volume.