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Frequency Becoming Focus of Say on Pay Battle

The battle over advisory Say on Pay votes at public companies, which will be in full force this spring, is coming down to frequency, rather than what's in the plans themselves. In the last week alone, the topic has been hotly debated in a Governance Center Directors' Institute Roundtable...

Taking a Look at Say on Pay Proxy Statement Language

Now that the SEC has adopted the final rules for Say on Pay, Say When on Pay and golden parachutes advisory votes, I thought it would be a good time to share some examples of a public company that has already dealt with these votes for the upcoming proxy season. For those of you who haven't...

New “Say on Pay” Rules For Public Companies – How Effective Will These Rules Be in Determining Executive Compensation

On January 25, 2011, the Securities and Exchange Commission adopted new rules that apply to public companies, as mandated by Dodd-Frank Act. These rules require that at least once every three years (starting with this year's annual meetings) shareholders of a public company vote on the executive...

Chamber, SEC May Sow the Seeds for Corporate Governance Compromise

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 promote investment and aid economic growth and...

Yet Another Lawsuit Following "No" Vote on "Say on Pay"

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 board violated its duties to investor by approving...

In First Year of Say on Pay, Is Shareholder Dialogue Progressing?

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 year of SEC-mandated Say on Pay advisory votes. That's...

Say-on-Pay for Merger-Related Golden Parachutes

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 going to be an important addition to the deal process...

Say on Pay Review: More Shareholder Engagement, but Pay for Performance ‘Disconnect’

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. Depending on what you read or who you talk to, the...

Regulation Whack-a-Mole: Bob Monks’ Take on Say on Pay

"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 (" We Knew They Got Raises. But This? " New York...

Derivative Lawsuits on Radar of Failed Say-on-Pay Vote Companies

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 shareholder repercussions. In the past year, seven companies...

"Say on Pay" Lawsuit Survives Dismissal Motion

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. Cincinnati Bell is one of the companies that with both a negative...

Reports: Say on Pay Votes Bridging Shareholder-Director Communication Gap

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. Those reasons, which reflect an overarching...

Second Time Around on Say-on-Pay

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%) received negative "say on pay" votes from...

Enough Said Yet? Say on Pay Litigation May Have Had Its Day

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 vote occurs based on alleged deficiencies in the...

Governance Insight Alert: Freeport McMoRan Copper & Gold

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 to pay controversy, having lost two of its three...