Tag Archives | say on pay

SVNAD – Executive Comp: Every CEO Above Average!

The stock market still has not recovered from the meltdown of 2008, and many companies have had severe reductions in their workforces, but CEO compensation of major U.S. companies rose 36.5% last year. Why is there this disconnect between stock market performance, mass layoffs and CEO compensation? What should boards of directors be doing to […]

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Walgreen: How I Voted

Walgreen Co. (WAG) is one of the stocks in my portfolio. Their annual meeting is coming up on January 11. Voting on MoxyVote.com‘s platform ends January 10. When I last looked, MoxyVote.com had recommendations from seven “good causes,” which included three consolidations. ProxyDemocracy.org had five (more…)

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Median CEO Compensation Up 28% in 2010 Says GMI

GMI released their CEO Pay Survey 2011, one of the largest surveys of CEO compensation in North America, based on analysis of the Russell 3000 and S&P 500 companies. Key findings include: Total Realized Compensation in the S&P 500 rose by about 36 percent. Total Realized Compensation in the Russell 1000 rose by more (more…)

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72% Voted No at Regis: More to Follow

Regis Corp shareowners overwhelming selected Starboard Value’s slate of three directors at the company’s recent annual meeting and they rejected management’s “say-on-pay proposal,” with 72% voting against. According to Equilar, which tracks compensation data, Regis becomes just the 43rd company out of more than 2,982 shareholder votes this year to reject management’s compensation proposals. Starboard […]

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Two Opportunities to Shape the Future

First, the IRRC Deadline of November 18 for Research Entries approaches. This is your chance to change the predominant paradigm of Modern Portfolio Theory. Second, Institutional Shareholder Services Inc. (ISS) extended the comment period on their 2012 proxy voting policies until November 7th.  Institutional investors, individual investors, corporate issuers, and governance market participants are invited to provide feedback on ISS’ […]

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Video: Did it Pass?

Did it Pass? The Complexities of Shareholder Voting by Keith Bishop – One of many speakers on the program at this years’s NASPP Conference to be held from November 1-4 in (more…)

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Say on Pay May Lead to Closer Examination of Deductability

Don’t ignore the Wall Street protesters (Investment News, 10/17/2011) Unlikely as it is that the Occupy Wall Street agenda (whatever that turns out to be) will be adopted wholesale by Congress, advisers can be sure that the group’s intensive illumination of stratospheric executive compensation and bank bailouts will translate into a public mood more conducive […]

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Pay Ratios and Ratcheting

Daniel F. Pedrotty, AFL-CIO, posted Why CEO-to-Worker Pay Ratios Matter to Investors to the Harvard Law School Forum on Corporate Governance and Financial Regulations on Thursday August 11. I’ve been meaning to mention it since then, mostly so that I have it file on my blog for future reference. I’ve got almost 16 years of […]

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Video Friday: Exec Pay, Balancing Expectations or Class Warfare?

Scott Cutler, EVP, NYSE Euronext, interviewed Linda Lamel, Compensation Chair, Universal American Financial Corp. for This Week in the Boardroom (video) 9/29/2011. See also the AFL-CIO’s PayWatch and the Young Turks video. In 2010 the average worker saw a 2.6% increase in salary but a 3.6% increase in the Consumer Price Index. Meanwhile median CEO pay increased 27%. The […]

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Will 2011 be a Watershed Year for Activism?

2011 was the first proxy season in which companies were required to provide advisory votes on executive compensation. Corporate governance advocates, mindful of the fact that annual compensation for CEOs at S&P 500 companies increased by 35% in 2010, might well find themselves agreeing with James McRitchie of CorpGov.net, who told SocialFunds.com in June, “2011 could be a […]

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The Potentially Binding Nature of Say on Pay

Say-on-pay, somewhat hollow on its own, could be used as a gatekeeper of sorts for corporate waste claims, argues Steven C. Caywood in Wasting the Corporate Waste Doctrine: How the Doctrine Can Provide a Viable Solution in Controlling Excessive Executive Compensation, 12/2010. A revitalized corporate waste doctrine would allow shareowners to have some meaningful power […]

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Say-on-Pay Voting Standards Released

Yesterday, the United States Proxy Exchange (USPX) released standards for shareowners to use in making say-on-pay voting decisions.  “Say-on-pay” rules mandated by Dodd-Frank allow shareowners to express an opinion on executive compensation at annual meetings. But to make informed voting decisions, shareowners must first assess the compensation packages boards propose. That is not easy, since […]

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Video Friday: Say-On-Pay Lawsuits, Crazy? + Daily Show Bonus

This Week in the Boardroom: 7/14/11 TK Kerstetter, President, Corporate Board Member; Scott Cutler, Executive Vice President, NYSE Euronext; and Stephen Lamb, Partner, Paul Weiss discuss the fact that losing a say-on-pay vote increases the likelihood of a shareowner lawsuit. See also Frivolous Say on Pay Lawsuits: Another Unintended Consequence. This seems like a no-brainer to me. Over […]

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ISS Vote Results and Executive Pay

ISS released a summary of the vote results for shareholder proposals on leading governance, environmental and social topics. Investors overwhelmingly endorsed company pay programs, 91.2% support on average (based on “for” and “against” votes). Shareholders voted down management “say on pay” proposals at 36 companies, or just 1.7 percent of the almost 2,200 companies in the […]

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Executive Compensation: Its Complicated

Andrew Liazos, writing for CFO magazine, argues that a law enacted years ago in response to Enron poses new tax risk for deferred compensation in that Section 409A could inhibit desirable restructuring of executive pay in response to possible “say on pay” no votes. A 2009 notice from the IRS granted special relief to TARP […]

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CEO Compensation Rose Sharply in 2010

In the aftermath of last year’s passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act and its requirement that public companies hold shareowner votes on executive compensation in 2011, many sustainable investors and other shareowner activists anticipated that this year’s proxy season could result in a watershed year for corporate governance. As Lisa […]

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Stock-based Comp Dis-aligns Shareowners & Mgt

Writing in the Harvard Business Review, Roger Martin from U. of Toronto explains that CEOs are rewarded for share price volatility not performance. (The Nasty Truth about CEO Pay, 6/3/2011) The financial crisis worked out great for them. Martin explains with great tables comparing the returns for a CEO, whose company performed with the averages, […]

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Amazon: How I Voted

Amazon (AMZN) is one of the stocks in my portfolio. Their annual meeting is coming up June 7 and today is the last day to vote using the MoxyVote.com platform. MoxyVote.com had eight “good causes,” including three (more…)

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Video Friday: 2011 Proxy Season to Date

This Week in the Boardroom‘s TK Kerstetter and Scott Cutler were joined on May 26 by John Siemann, President of Phoenix Advisory Partners. (Watch the video.) Early proxy filings were tilted towards the triennial. Very quickly, that began to as proxy advisory services and larger institutions made it clear they wanted an annual vote. ISS […]

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Davita (DVA): How I Voted

Davita (DVA) is one of the stocks in my portfolio. Their annual meeting is coming up June 6. ProxyDemocracy.org had four funds voting. MoxyVote.com had two funds and two consolidations. Checking the Summary Compensation Table, it appears CEO/Chair Kent J. Thiry was paid more than $14 million. Using the United States Proxy Exchange (USPX) released draft guidelines, I voted against most […]

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Cognizant (CTSH): How I Voted

Cognizant Technology Solutions (CTSH) is one of the stocks in my portfolio. Their annual meeting is coming up June 2. ProxyDemocracy.org had four funds voting when I looked yesterday. Checking the Summary Compensation Table, it appears CEO/Chairman Francisco D’Souza was paid more than $11 million.  Using the United States Proxy Exchange (USPX) released draft guidelines, I voted against most pay packages where […]

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Biogen Idec (BIIB): How I Voted

Biogen Idec (BIIB) is one of the stocks in my portfolio. Their annual meeting is coming up June 2. ProxyDemocracy.org had five funds voting. Checking the Summary Compensation Table, it appears former CEO/Chairman James C. Mullen was paid more than $20 million and current CEO George A. Scangos was paid $9.4 million.  Using the United States Proxy Exchange […]

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Executive Pay

Pay continues to be the biggest issue this proxy season. The May 17 edition of Pirc Alert had several articles on point. In “A challenge to high pay” they discuss some of the findings by the High Pay Commission. Here’s a few choice tidbits from the Commission’s report: attempts to link top pay with company performance […]

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Interface: How I Voted

Interface, Inc (IFSIA) is one of the stocks in my portfolio. Their annual meeting is coming up May 23. ProxyDemocracy.org had only one fund voting, CBIS, when I looked yesterday. Often they seem to vote against just about every management recommendation but not this time. MoxyVote.com had five opinions but only two readily identifiable sources, Calvert and Trillium. They […]

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Waste Connections: How I Voted

Waste Connection (WCN) is one of the stocks in my portfolio. Their annual meeting is coming up May 20. ProxyDemocracy.org had only one fund voting, CBIS, when I looked yesterday. MoxyVote.com had none. Checking the Summary Compensation Table, it appears CEO/Chair Ronald J. Mittelstaedt was paid less than the $4.3 median for mid-cap stocks, using the United States […]

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Nay on Pay: Comments Sought on Draft Guidelines

The United States Proxy Exchange (USPX) released draft guidelines for shareowners to use in making say-on-pay voting decisions. Comment letters are due by June 2nd to contact@proxyexchange.org. Please put “Say-on-Pay Guidelines” in the e-mail subject line. Letters will be posted to the USPX website, unless you indicate you would rather remain anonymous. (Disclosure: I am a member of USPX. […]

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Another Pay Package Rejected

With my decision to vote against all pay packages above the median, I am voting against more than ever. Apparently, I’m not alone. Others are waking up as well. Here’s part of a report from Ted Allen of RiskMetrics/ISS from last week: This week, Cogent Communications Group failed to get majority support from investors on […]

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EU May Mandate CorpGov Measures

A “say on pay” could be introduced across Europe, along with potential quotas for the number of women in boardrooms, as a result of proposals outlined by the European commission. British companies have been required to put their remuneration policies to a shareholder vote since 2003 when pharmaceutical company GlaxoSmithKline became the first company to […]

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SWOP Reaches Tipping Point

The debate over the best frequency for “say on pay” votes has reached a tipping point, as a majority of S&P 500 and Russell 3000 firms have urged their investors to support annual advisory votes on executive compensation. As required by the Dodd-Frank Act, this year’s corporate proxy statements include a “say when” vote that […]

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Australia ‘Say on Pay’ Enhancements Too Radical

Shareholders of Australian public companies have been having their say on pay by law since 2005. The Australian Parliament is currently considering amendments to its say on pay rules that are aimed at increasing the impact on companies of significant shareholder votes against. The ‘two-strikes’ test is a key proposed change included in the Corporations […]

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PotashCorp wants you to “Like” its pay disclosures

PotashCorp (TSE, NYSE:POT) is tackling the touchy topic of executive pay with a web-based communication campaign that includes a shareholder survey, a series of videos, and pay disclosures you can easily tweet or Like on Facebook. The Canadian company, which voluntarily adopted an annual say-on-pay vote two years ago, yesterday announced the availability of a […]

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