September 11, 2019
Proxy Disclosure Enhancements Improve Say-on-Pay Results
– Liz Dunshee
This Toppan Merrill memo summarizes interviews with 25 corporate counsel, corporate secretaries & IR heads – 84% of whom reported increased shareholder pressure on executive pay topics during the last three years. Nearly two-thirds also said that disclosure enhancements in the proxy statement have improved their say-on-pay results somewhat or significantly – with consistent emphasis on the need for transparency and ongoing communications. Here are some other takeaways:
– Annual bonuses & benefits draw the most scrutiny from shareholders(including how executive benefits differ from those available to rank-and-file employees), despite public focus on overall pay levels
– Pay-for-performance remains a key concern
– Most of the pressure is coming from proxy advisors and activist investors, but some companies also believe that these various sources (including institutional investors) are interrelated
– Some companies are experiencing more pressure & scrutiny than they expected from pay ratio disclosures
Five Days Away: Get the info you need to improve your results! You can still register for our popular conferences – “Proxy Disclosure Conference” & “16th Annual Executive Compensation Conference” – to be held next Monday & Tuesday, September 16-17th, in New Orleans and via Live Nationwide Video Webcast. Here are the agendas – nearly 20 panels over two days. Register now to get practical advice on how to establish & disclose executive pay in a way that protects your board and improves say-on-pay results.