Governance Insight Alert
Just before the holidays, Freeport McMoRan Copper & Gold (FCX) announced that it had torn up its employment agreement with its CEO, Richard Adkerson, who would henceforth be employed “at will.” FCX is no stranger...
The advisory shareholder vote required under the Dodd
Frank Act went through its first cycle in 2011, and by and large most
companies' shareholders approved the companies' executive compensation plans.
Only about 45 companies (less than 2%...
by Gary Larkin
If you sit on the board of any of the 39 companies that
had a failed Say on Pay vote the past proxy season, I don't need to tell you
that despite the fact the votes were only "advisory" there will be some
by Gary Larkin
The early word on what U.S. public companies should do
following the first mandatory year of Say on Pay is to review the level of
engagement with shareholders vs. the level of support the company received on
the advisory vote.
On May 25, 2011, In the latest example of shareholders
suing a company's board following a negative "say on pay" vote, two union
pension funds filed a shareholders'
derivative action claiming that Umpqua Holdings Corporation's...
As I have noted in prior posts (most recently here ), plaintiffs’ lawyers have rushed to filed “say on pay” lawsuits, either after a negative vote on the advisory shareholder vote on executive compensation, or more recently before the...
For those of you who spend a great deal of time preparing
the myriad of filings for regulators and/or board meetings there were two news
events worth noting last week.
The U.S. Chamber of Commerce called for new corporate governance standards that...
"What is of more concern
to shareholders is that it looks like C.E.O. pay is recovering faster than
company fortunes," said Paul Hodgson, chief communications officer for
GovernanceMetrics International, a ratings and research firm ("...
The fact that as of June 1, 31 companies out of more than 1,600 have reported
shareholders have voted down executive compensation plans (of those a majority
are small- and mid-cap companies) doesn't begin to tell the story of the first
by Gary Larkin
Even though shareholders approved most of the executive
compensation plans put up for vote in the 2011 proxy season, the tiny minority
of failed say on pay votes are getting an inordinate amount of attention for a
myriad of reasons...
While the annual advisory say-on-pay vote has been the
subject of quite a bit of discussion, the new requirement for advisory votes on
merger-related golden parachutes has not be the subject of much attention.
For deal lawyers, though, it is likely...
Only small a
small number of companies experienced a negative "say on pay" vote this
past proxy season, but many of the companies that did found
themselves hit with a shareholder lawsuit in the wake of the negative vote.