July 23, 2015
How Failed Say-on-Pay Votes Impacts ISS Recommendations & Director Elections
– Broc Romanek, CompensationStandards.com
In this report, Semler Brossy analyzes how say-on-pay vote outcomes impact ISS recommendations and director election voting results in subsequent years including:
– In the year following a failed (<50%) say-on-pay vote, Compensation Committee members are 4x as likely, and Compensation Committee chairs are over 5x as likely, to receive an ISS "withhold" or "against" recommendation - Say-on-pay failures result in declines in voting support the following year of 5% for non-Compensation Committee members, 10% for Compensation Committee members, and 14% for Compensation Committee chairs - Say-on-pay voting results in the 50% - 70% range result in declines in voting support the following year of 2% for non-Compensation Committee members and 6% for Compensation Committee members and chairs - Shareholder support for say-on-pay was 32% lower at companies with an ISS "against" recommendation in 2015