Irate Investors: Prepare for Shareholders Looking for More Board Say

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. In response...

Report: Say on Pay Picking up Steam at Financials

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 traction...

SEC Issues Proposed Rules to Implement ‘Say on Pay’ and Golden Parachute Votes Mandated by Dodd-Frank

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...

Worth Reading … Say on Pay, CD&A Guidance

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...

Directors Told to Engage ISS and Institutional Investors During Say on Pay Proxy Season

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 wave of...

First the "Say on Pay," Then the Lawsuit?

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...

Lawsuits Following In The Wake of 'Say On Pay' Resolutions

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...

The Conference Board Webcast: Say on Pay About Substance, Not Election

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...

When a Nonbinding Vote Binds: The Perils of Ignoring a “No” Vote on Executive Compensation

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...

Dialogue with Shareholders: Say on Pay Executive Compensation Agreements

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...

Say on Pay Report From the 2011 Proxy Season

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...

Boards Beware of Growing Executive Compensation Packages

by Anthony Galban 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 shareholder...

Citigroup Rebuff Should Surprise Nobody

by Richard A. Bennett - President and CEO, GMI Ratings 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 board's...

Focus on Your CD&A in 2012: Being Responsive to Stockholders and Avoiding Say-On-Pay Lawsuits

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 lawsuits. Excerpt: During 2011, stockholders...

Is Shareholder Spring a Myth?

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...