The Advisors' Blog

In its recent “Proxy Season Briefing,” Glass Lewis shares these takeaways from meetings through June 30th (see my Proxy Season Blog on TheCorporateCounsel.net for highlighted takeaways on their director recommendations):

– Say-on-Pay: Glass Lewis recommended in favor of 84.3% of resolutions. Common concerns that led to “against” recommendations included excessive grants/compensation (41.6%), poor program or award design structure (34.9%), pay & performance disconnect (34.7%), other concerning pay practices (16.7%) and insufficient response to shareholders (15.8%). The report notes that many companies within the wave of new listings gave their executives outsized awards, which contributed to proxy advisor objections. There was also an uptick in retention one-time awards.

– Equity Plans: Glass Lewis recommended in favor of 85.7% of equity plan resolutions. Common concerns that led to “against” recommendations included evergreen provisions (44.7%), repricing provisions (27.3%), pace of grants/excessive grants (12.4%), cost of plan (13.0%) and excessively dilutive/high overhang (6.8%).

The report also notes that average compensation for CEOs of S&P 500 companies has continued to tick upwards year-over-year.

Join us virtually October 12-14th for our upcoming “Proxy Disclosure & 19th Annual Executive Compensation Conferences,” where we’ll be covering how to position disclosures for favorable proxy advisor recommendations, and how to avoid common areas of concern. Here are the full agendas – 18 action-packed sessions over the course of 3 days. To register, you can sign up online, email sales@ccrcorp.com, or call 1-800-737-1271.

– Liz Dunshee