by Amy I. Stickel
Counsel to Counsel Magazine
As the financial markets have crashed and the economy has been thrown into
upheaval, many investors are looking for someone to blame. For some shareholders,
corporate executives and boards of directors have emerged as the clear villains.
On the same day the SEC issued its long-awaited proposed
rules on advisory votes for executive compensation and "golden parachutes,"
The Conference Board Governance Center announced in its 2010 U.S. Directors'
Compensation and Board Practices Report that Say on Pay is gaining some
On October 18, 2010, the Securities and Exchange
Commission (SEC) proposed new rules and amendments to existing rules to implement "Say
on Pay" and "Golden Parachute" votes mandated by the Dodd-Frank Wall Street
Reform and Consumer Protection Act (Dodd-Frank).
The proposing release...
As public companies and shareholders gear up for the
first big wave of SEC-required advisory votes on executive compensation, the
frequency of such votes and golden parachute compensation plans in the wake of
the Dodd-Frank Act, the search goes on for best practices and advice.
In the past couple...
One of the biggest targets going into the 2011 proxy
season - the year of Say on Pay - is not those in the C-suite, the boardroom or
activist investors. It's the proxy advisory firms, namely Institutional
Shareholder Services (ISS) and Glass Lewis. And that's before the first full
One of the many changes introduced by the Dodd-Frank Act
was the requirement for a shareholder vote to approve executive compensation.
Under the Act's provisions, the vote is not binding on the company or its
board, but is purely advisory. Nevertheless, companies whose shareholders vote
One of the many changes introduced by the Dodd-Frank Act was the requirement for a shareholder vote to approve executive compensation. Under the Act's provisions, the vote is not binding on the company or its board, but is purely advisory. Nevertheless, companies whose shareholders vote against their...
by Gary Larkin
By now, you've probably seen all the figures related to
the first year of Say on Pay and Say When on Pay votes for public U.S.
companies as mandated under the Dodd-Frank Act. But do you know why investors
voted the way they did and what companies should be doing to gear up for...
Among its myriad provisions, the Dodd-Frank Wall Street
Reform and Consumer Protection Act created Section 14A of the Securities
Exchange Act of 1934. This new section requires most public companies to
conduct a shareholder advisory vote on executive compensation not less
frequently than every three...
In a very pragmatic and
business-oriented analysis of say-on-pay, author Gary Larkin outlines how it
does not necessarily matter how well the first year of mandatory executive
compensation plan advisory votes went for US companies. Directors and officers
need to understand that was merely the first step...
When the Dodd-Frank Wall Street Reform and Consumer
Protection Act (Dodd-Frank) became law in 2010, it included a requirement that
most publicly traded companies include in their annual shareholder meeting
agendas an advisory vote to approve the compensation paid to named executive
officers in the most...
Some 25 years ago I attended a crowded and agitated
shareholders meeting for a Fortune 500 company. During the meeting, a
shareholder held up a large and colorful chart for the meeting attendees to
see. The chart showed the change in the CEO's compensation compared to
by Richard A. Bennett - President and CEO,
Reports from today's Citigroup meeting indicate that, led
by public pension funds, investors rebuffed the company's board in their compensation
decisions. In the non-binding vote, only 45% of shares apparently approved
In 2012, companies should focus
on the disclosure requirements of the Compensation Discussion and Analysis
(CD&A) contained in their proxy statements, particularly with a view toward
being responsive to stockholders and minimizing the risk of say-on-pay
During 2011, stockholders...
We've heard a lot about " Shareholder
Spring " this year - the idea that this proxy season shareholders were
actively standing up and forcing changes in the boardroom. Some of this is
attributed to Dodd-Frank and a mandatory say-on-pay vote (one that is
nonbinding, but more about that...