The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Thu, 23 Jul 2026 11:32:28 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Lessons Learned from the 2012 Proxy Season – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Lessons Learned from the 2012 Proxy Season https://corpgov.law.harvard.edu/2012/10/18/lessons-learned-from-the-2012-proxy-season/?utm_source=rss&utm_medium=rss&utm_campaign=lessons-learned-from-the-2012-proxy-season https://corpgov.law.harvard.edu/2012/10/18/lessons-learned-from-the-2012-proxy-season/#comments Thu, 18 Oct 2012 13:11:03 +0000 http://blogs.law.harvard.edu/corpgov/?p=34691?d=20150113135326EST Posted by Noam Noked, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Thursday, October 18, 2012
Editor's Note:

The following post comes to us from Stuart N. Alperin and Regina Olshan, partners at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on a Skadden, Arps memorandum by Mr. Alperin, Ms. Olshan, Neil M. Leff, Erica Schohn, Joseph M. Yaffe and Barbara R. Mirza.

2012 Results

Having reached the conclusion of the 2012 proxy season, we can report that approximately:

  • 69 percent of say-on-pay proposals passed with more than 90 percent support;
  • 21 percent passed with between 70.1 and 90 percent support;
  • 7 percent passed with between 50 and 70 percent support; and
  • 3 percent (53 companies) obtained less than 50 percent support.

While the overall proportions generally are similar to last year’s results, it should be noted that in 2011 only 37 say on pay proposals obtained less than 50 percent support. Please note that these percentages follow the (For/(For + Against + Abstain)) formulation and have been rounded to the nearest percentage.

We have analyzed ISS reports and supplemental proxy filings throughout the 2012 season, and our reporting and analysis can be found in our four prior say-on-pay client mailings. [1]

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