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Jan 15
2010

Activists target pay for 2010 meetings

Posted by Stephen Taub in top executivesshareholder acttivismexecutive payexecutive compensationdirectorscompliance

Stephen Taub

Activist investors are starting to stir on the eve of the 2010 Proxy Season. And, not surprisingly, they have trained their cross-hairs on executive compensation, which has become a lightning rod for the Obama Administration.

The SEC also implemented a number of changes for this year that should result in more details and clarity in the proxy related to what exactly the top five compensated executives earned last year.

Say on Pay is by far the most popular measure among those investors who submit shareholder resolutions.

RiskMetrics says it has counted 30 proposals seeking an annual advisory vote on compensation. The proxy research firm says advocates promised to file about 100 proposals altogether for the current proxy season.

Last year, 76 proposals went to a vote and averaged 45.6 percent support, up from 41.5 percent in 2008.

RiskMetrics says that at least 38 U.S. companies have promised to hold voluntary "say on pay" votes this year.

In addition, Yum Brands agreed to hold a Say on Pay vote in 2011 if it is not mandated by federal law by then. Mobile Mini said in December it will hold a triennial vote starting in 2010. Hill-Rom Holdings and Bed Bath & Beyond also plan to hold a pay vote in 2011.

RiskMetrics also points out 17 issuers (including Yum Brands) have decided to take action on this issue after shareholder "say on pay" resolutions received majority support.

Meanwhile, the House of Representatives' financial reform bill would mandate annual advisory votes. Of course, now we have to see what the Senate comes up with.

In other compensation-related activity, investors, including labor funds, have filed seven proposals seeking retention periods for executive stock grants, according to RiskMetrics. In 2009, 14 similar resolutions went to a vote in 2009.

The proxy advisory firm also points out that shareholders have submitted nine proposals on compensation committee independence and three resolutions that target tax gross-up arrangements for executives.

Non-compensation issues are also popular this year.

For example, 27 resolutions have been filed calling for the right of shareholders to call a special meeting. What's more, two proposals were omitted.

In addition, 25 resolutions have been filed calling for an independent board chairman. This has been a popular issue for several years. In 2009, 34 similar measures went to a vote and averaged 36.9 percent support, up from 29.3 percent support in 2008, according to RiskMetrics. What's more, last year four of those measures received majority support.

Another 12 proposals address board diversity. This is significant. Last year, just two similar measures went to a vote. "The SEC's new disclosure requirement on board diversity has apparently spurred renewed activity on the topic," RiskMetrics points out on its blog.

Also, 14 resolutions seek to end a supermajority vote requirement.

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