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. Fri, 21 May 2021 12:55:00 +0000 en-US hourly 1 https://wordpress.org/?v=5.7.1 Lessons Learned from the 2012 Proxy Season https://corpgov.law.harvard.edu/2012/10/18/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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]]> https://corpgov.law.harvard.edu/2012/10/18/lessons-learned-from-the-2012-proxy-season/feed/ 1 Lessons Learned So Far During the 2012 Proxy Season https://corpgov.law.harvard.edu/2012/07/12/lessons-learned-so-far-during-the-2012-proxy-season/ https://corpgov.law.harvard.edu/2012/07/12/lessons-learned-so-far-during-the-2012-proxy-season/#comments Thu, 12 Jul 2012 13:20:06 +0000 http://blogs.law.harvard.edu/corpgov/?p=30541?d=20150113141559EST Posted by Noam Noked, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Thursday, July 12, 2012
Editor's Note: The following post comes to us from Regina Olshan, partner in the executive compensation and benefits practice at Skadden, Arps, Slate, Meagher & Flom LLP, and is based on a Skadden alert by Ms. Olshan, Stuart N. Alperin, Neil M. Leff, Erica Schohn, Joseph M. Yaffe, and Barbara R. Mirza.

As we reach the peak of the 2012 proxy filing season, we are continuing to monitor the following developments:

What are the overall vote results?

Of the first 1,656 companies to report the results of say-on-pay proposals, approximately:

  • 70 percent have passed with more than 90 percent support;
  • 21 percent have passed with between 70 percent and 90 percent
    support;
  • 7 percent have passed with between 50 percent and 70 percent
    support; and
  • 3 percent (45 companies) obtained less than 50 percent support.

While the overall proportions are generally not dissimilar to 2011 results, we have already seen more companies fail their say-on-pay votes this year than in the entire season last year. Four companies have seen failed votes in both 2011 and 2012.

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]]> https://corpgov.law.harvard.edu/2012/07/12/lessons-learned-so-far-during-the-2012-proxy-season/feed/ 2 Continuing Developments in the 2012 Proxy Season https://corpgov.law.harvard.edu/2012/05/08/continuing-developments-in-the-2012-proxy-season/ https://corpgov.law.harvard.edu/2012/05/08/continuing-developments-in-the-2012-proxy-season/#comments Tue, 08 May 2012 14:33:00 +0000 http://blogs.law.harvard.edu/corpgov/?p=28546?d=20120508103300EDT Editor’s Note: The following post comes to us from Stuart N. Alperin and Regina Olshan, partners in the Executive Compensation and Benefits group at Skadden, Arps, Slate, Meagher & Flom LLP, and is based on a Skadden alert. This alert is the second in a series; the prior alert is available here.

As we continue to monitor developments in the unfolding 2012 proxy season, here are some key themes that have emerged thus far:

What are the overall vote results?

Of the first 180 companies of the Russell 3000 to report the results of say-on-pay proposals, approximately:

  • 65 percent have passed with more than 90 percent support;
  • 25 percent have passed with between 70.1 percent and 90 percent support;
  • 8 percent have passed with between 50 percent and 70 percent support;
  • 2 percent (three companies) obtained less than 50 percent support — Actuant and International Game Technology were discussed in our prior mailing and KB Home is discussed below. In a vote result reported after the cutoff date for the calculations above, news reports indicated that Citigroup Inc.’s say-on-pay proposal received 45 percent of votes cast, making it the fourth company (and the largest company) whose say-on-pay proposal has received less than 50 percent support this year.

Thus far, these percentages are not materially different from the full-year results for the 2011 proxy season.

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