IQVIA Holdings 2022 made the list. Our company is near the top for ‘overpaid’ healthcare CEOs, number 20 of the 100 most overpaid CEOs.
IQVIA Holdings 2022 annual meeting is April 12, 2022, at 9:00 am EDT at the Hilton Garden Inn Danbury, 119 Mill Plain Road, Danbury, Connecticut. Although IQVA is a healthcare company and we are still suffering some impacts from COVID-19, the AGM is strictly in-person. Of course, I recommend voting in advance. To enhance corporate governance and long-term value, vote Against Connaughton, Danhakl, Pay & Auditor. Vote FOR Declassify & Majority Vote Standard.
IQVIA Holdings provides advanced analytics, technology solutions, and clinical research services to the life sciences industry in the Americas, Europe, Africa, and the Asia-Pacific. Below, is how I voted and why.
I voted with the Board’s recommendations 38% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A).
Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value.
IQVIA Holdings 2022: ISS Rating
From the Yahoo Finance profile page: IQVIA Holdings Inc.’s ISS Governance QualityScore as of February 1, 2022, is 10. The pillar scores are Audit: 6; Board: 10; Shareholder Rights: 9; Compensation: 10. 
Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.
IQVIA Holdings 2022: CorpGov Recommendations
| Item | Egan-Jones Recommendation | CorpGov.net Recommendation |
|---|---|---|
| 1 – Election of Directors | FOR, with the exception of John P. Connaughton and John G. Danhakl | FOR, with the exception of John P. Connaughton and John G. Danhakl |
| 2 – Amendment to Certificate of Incorporation to Declassify the Board | FOR | FOR |
| 3 – Advisory Vote to Approve Executive Compensation | AGAINST | AGAINST |
| 4 – Shareholder Proposal: Majority Voting in Uncontested Director Elections | FOR | FOR |
| 5 – Ratification of the Appointment of Independent Auditors | AGAINST | AGAINST |
Australia’s Local Government Superannuation Scheme voted Against Pay, For the Majority vote standard, as did Calvert, and CBIS (also voted Against the Auditor). Norges voted For all items. Trillium voted Against Danhakl, Morris, Pay; For the rest.
IQVIA Holdings 2022: Majority Vote Standard
This proposal is from my wife and me, so I add a little to the above voting rationale. The proposal simply requests the Board take whatever action necessary so that uncontested director nominees will be elected by the affirmative vote of the majority of votes cast, with a plurality vote standard retained for contested director elections. A director who receives less than a majority vote be removed only as soon as a replacement director can be qualified on an expedited basis. The proposal leaves it to the Board to specify a timeframe and definition for “expedited”. Removed can transition to a consultant or director emeritus status. With written justification, the board can set an effective date several years into the future for these changes to take effect.
Under the Company’s current voting system, a director can be elected if all shareholders oppose the director but one shareholder votes FOR, even by mistake. More than 90% of the companies in the S&P 500 have adopted majority voting for uncontested elections. Director Todd Sisitsky received less than 60% support at the 2021 meeting.
In the proposal, we provided a long list of companies where similar proposals have passed recently. Vanguard, BlackRock, and other large funds generally support a majority vote standard. All funds announcing their votes in advance voted FOR the proposal. We are unaware of any funds voting against.
The Board’s opposition statement says “vacancies caused by a failed election could be disruptive.”… An expedited election process may make it difficult to select the most qualified nominees… ultimately impacting the stability of the Board and the Company.” NONSENSE: It is up to the Board to define “expedited” and our Articles of Incorporation allow that a majority of directors, even meeting with less than a quorum, can fill vacancies.
IQVIA Holdings: Issues for Future Proposals
Looking at insightia for anti-shareholder provisions:
- No requirement to separate the CEO and Chair or even for the Chair to be independent
- Plurality, instead of majority vote standard to elect directors
- No right of shareholders to call a special meeting
- Shareholders cannot take action by written consent
IQVIA Holdings 2023: Mark Your Calendar
Under SEC rules, for a stockholder proposal to be included in our proxy statement (and form of proxy) for presentation at our 2023 annual meeting of stockholders, the proposal must be received by us, marked to the attention of Secretary of the Company at 83 Wooster Heights Road, Danbury, Connecticut 06810 by October 31, 2022.
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Warnings
Be sure to vote for each item on the proxy. Any items left blank get automatically voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime). I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted. According to Bebchuk, Lucian A. and Grinstein, Yaniv (The Growth of Executive Pay), aggregate compensation by public companies to NEOs increased from 5 percent of earnings in 1993-1995 to about 10 percent in 2001-2003.
Few firms admit to having average executives. They generally set compensation at above average for their “peer group.” Peer groups are often chosen by aspiration. The “Lake Woebegone effect” may be nice in fictional towns, “where all the children are above average.” However, corporations live in the real world. All CEOs are above average. Ignoring that fact partly explains why their collective pay spiraling out of control. We need to slow the pace of money going to the 1% or our economy will fail to serve the majority. The rationale for peer group benchmarking is a mythological market for CEOs. For more on the subject, see CEO Pay Machine Destroying America.
Thanks to John Chevedden for getting a live person to this meeting to present the proposal. 58% of the vote went in favor of proposal #4 to move to a majority vote standard for electing uncontested directors.