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Radford review - 2011 say-on-pay results and trends

The Final Tally:
2011 Say-On-Pay Voting Results at
Technology and Life Sciences Companies

Ed Speidel, Senior Vice President
Ram Kumar, Assistant Vice President
Alex Cwirko-Godycki, Senior Research Consultant
Key Findings
> Overwhelmingly, say-on-pay proposals passed with ease in 2011. Among 2,252 Russell 3000 companies reporting results as of June 30, only 36 (or 1.6%) disclosed failed proposals. Failure rates among technology and life sciences firms were similarly low, at 1.3% and 0.6% respectively. In total, only 40 companies have so far failed their say-on-pay votes in 2011.
> Larger companies usually faced more pressure on say-on-pay. For example, at S&P 500 companies, an average of 87.6% of shareholders voted in favor of proposals. Meanwhile, Russell 3000 firms enjoyed an average support level of 91.8%. Within the technology and life sciences sectors, similar trends were observed, with larger firms tending to get less support.
> A Radford analysis of shareholder returns and say-on-pay voting results suggests shareholders were heavily influenced by short-term (one-year) performance when considering say-on-pay proposals. Recent stock price recoveries at technology and life sciences companies clearly overshadowed weaker long-term (three-year) performance.
Sources: The Wall Street Journal, TheCorporateCounsel.net, Say-On-Pay.com, Equilar, Inc., and a Radford analysis of data from Institutional Shareholder Key Findings Continued
> ISS voting recommendations clearly had an impact on say-on-pay votes, but usually not by a large enough margin to generate failed proposals. Still, companies receiving negative ISS recommendations often felt compelled to amend compensation programs to secure favorable voting outcomes.
> Although Dodd-Frank offers flexibility on the frequency of say-on-pay votes, shareholders clearly rejected the concept of triennial proposals. Going forward, the vast majority of companies have agreed to hold annual say-on-pay votes, and there is little evidence to suggest this will change.
Sources: The Wall Street Journal, TheCorporateCounsel.net, Say-On-Pay.com, Equilar, Inc., and a Radford analysis of data from Institutional Shareholder Most Proposals Pass With Ease
> Despite early fears, most companies easily passed their inaugural say-on-pay votes by a wide margin. At Russell 3000 companies, proposals received “for” votes from an average of 91.8% of shareholders.
> Average support levels at technology and life sciences firms were also above 91.0%, and overall, for all groups below, say-on-pay failure rates were below 2.0%.
Russell 3000
S&P 500
Technology
Life Sciences
Category
Companies
Sources: The Wall Street Journal, TheCorporateCounsel.net, Compensia, Inc., Say-On-Pay.com, Equilar, Inc., and a Radford analysis of data from Institutional Tally of Failed Proposals
Company Name
Revenue ($MM)
> 40 companies failed to receive
8 companies in the S&P 500
> 4 companies in the technology
> 2 companies in the life sciences
Sources: The Wall Street Journal, TheCorporateCounsel.net, Say-On-Pay.com, Equilar, Inc., and a Radford analysis of data from Institutional Shareholder Say-On-Pay Has Breadth, But Little Depth
Distribution of Failed Proposals by Sector
in 2011, companies in every major business sector were affected.
Technology
financials and energy sectors accounted for 47.5% of failed proposals. This is likely the only true residual effect of the 2008 financial crisis on say-on-pay.
Healthcare
coverage, firms with failed votes were diverse in other ways. For example, companies with failed Basic Materials
Construction
Financials
Healthcare
Industrial Goods
Services
Technology
Utilities
ranging from $145 thousand to nearly $130 Note: In this chart, the healthcare sector includes hospitals, insurance companies Sources: The Wall Street Journal, TheCorporateCounsel.net, Say-On-Pay.com, Equilar, Inc., and a Radford analysis of data from Institutional Shareholder Distribution of Say-On-Pay Support Levels
> Overall, technology and life sciences companies were more likely than S&P 500 firms to receive the highest levels of shareholder support (90.0%+) for their say-on-pay proposals.
Prevalence of Companies Receiving Various Levels of Say-on-Pay Support
73.2%72.1%
13.4%14.0%
7.3% 7.1%
3.2% 4.2%
1.6% 2.1%
Less Than 50%
50-59.9%
60-69.9%
70-79.9%
80-89.9%
More Than 90%
Technology
Life Sciences
S&P 500
Level of Shareholder Support
Source: Radford analysis of data from Institutional Shareholder Services (ISS). Notes: Analysis includes 313 technology and 316 life sciences companies. Support Levels Drop as Firm Size Increases
> Generally, larger technology and life sciences companies (by revenue) faced greater shareholder pressure on say-on-pay proposals, leading to reduced support levels.
> Among companies studied by Radford, technology firms had median annual revenues of $454 million and life sciences firms had median annual revenues of $259 million.
Average Shareholder Support for Say-on-Pay Proposals by Revenue
Less Than $100M
$100M to $249.9M
$250M to $499.9M
$500M to $999.9M
More Than $1B
Technology
Life Sciences
Source: Radford analysis of data from Institutional Shareholder Services (ISS). Notes: Analysis includes 313 technology and 316 life sciences companies. Higher Returns Yield Greater Support
> As might be expected, companies receiving the highest levels of shareholder support for say-on-pay proposals had higher average one-year absolute total shareholder returns.
Average One-Year TSR by Level of Shareholder Support for Say-on-Pay
One-Year TSR
26.6% (Median One-Year
TSR in Technology)
11.9% (Median One-Year
TSR in Life Sciences)
Less than 50%
50-59.9%
60-69.9%
70-79.9%
80-89.9%
More than 90%
Technology
Life Sciences
Level of Shareholder Support
Source: Radford analysis of data from Institutional Shareholder Services (ISS). Notes: Analysis includes 313 technology and 316 life sciences companies. Three-Year Returns Reveal Similar Patterns
> When it came to say-on-pay, shareholders seemed willing to overlook negative returns over the last three years; however, they clearly favored companies with lower losses.
Three-Year TSR
Average Three-Year TSR by Level of Shareholder Support for Say-on-Pay
4.3% 3.9%
1.6% (Median Three-Year
TSR in Technology)

-0.6% (Median Three-Year
TSR in Life Sciences)
Less than 50%
50-59.9%
60-69.9%
70-79.9%
80-89.9%
More than 90%
Technology
Life Sciences
Level of Shareholder Support
Source: Radford analysis of data from Institutional Shareholder Services (ISS). Notes: Analysis includes 313 technology and 316 life sciences companies. Evaluating the Impact of ISS
Average Shareholder Support Levels based on
“For” or “Against” Recommendations
both sectors, only five of 71 companies (or 7.0%) receiving negative recommendations eventually failed their shareholder votes.
ISS "For"
ISS "Against"
Technology
Life Sciences
Source: Radford analysis of data from Institutional Shareholder Services (ISS). Notes: Analysis includes 313 technology and 316 life sciences companies. Headline Grabbing Votes
> As of mid-July, only eight S&P 500 companies failed to achieve majority support for their say-on-pay proposals. Still, other big firms faced significant challenges. A few well-documented cases are highlighted below.
Say-On-Pay
Company Name
Vote Against
Sources: Say-On-Pay.com, SEC filings and Institutional Shareholder Services (ISS).
Notes: Voting percentages based on “for” vs. “against” votes. Abstentions and broker
GE Amends CEO Options Grants (Passed)
> Public Response to ISS “No” Recommendation
- “ISS’s analysis fails to consider actions that aligned pay with performance during - “Mr. Immelt’s pay increased a modest 6.4% since 2007, the last year he received a - “ISS’s valuation of Mr. Immelt’s option grant significantly overstates his total - “ISS’s model to value options differs from GE’s model and is inconsistent with > Modifications to CEO Stock Option Awards
- “After taking into account [shareholder] views, the MDCC, with Mr. Immelt’s full support, has modified that award to include the following performance conditions to vesting: > 50% of the options would vest only if GE’s cumulative industrial cash flow from operating activities, adjusted to exclude the effect of unusual events, is at least $55 billion over the four-year performance period beginning on January 1, 2011 and ending on December 31, 2014, and > 50% would vest only if GE’s total shareowner return meets or exceeds that of the S&P 500 over Sources: General Electric DEFA14A filed on April 7, 2011 and General Electric Disney Eliminates Tax Gross-Ups (Passed)
> Public Response to ISS “No” Recommendation
- “We take serious issue with ISS’s recommendations against the Company’s position on the advisory vote on executive compensation and the shareholder proposal regarding performance tests for restricted stock units. ISS’s recommendation to vote “against” the advisory vote on executive compensation relates to a practice that no longer exists.” - “In its original recommendation to support the shareholder proposal regarding performance tests for restricted stock unit awards, ISS made frequent reference to what it argued was the short-term nature of a one-year earnings per share component of the Company’s current performance test. In point of fact, however, the EPS test is a three-year test.” > Elimination of Potential Excise Tax Payments
- “On March 17, 2011, the Company amended employment agreements with each of Robert A. Iger, James A. Rasulo, Alan N. Braverman and Thomas O. Staggs to remove from their employment agreements a provision for payment to the executive to cover excise taxes incurred by the executive pursuant to Section 4999 of the Internal Revenue Code with respect to payments received by the executive upon termination following a change in control.” Sources: Disney DEFA14A filed on March 2, 2011 and Disney DEFA14A filed on Exxon Opens Up to Shareholders (Passed)
> Shareholders Receive Special Supplemental Report on Pay Practices
- “This year, shareholders will be asked to vote on a non-binding resolution to approve the compensation of the executive officers of Exxon Mobil Corporation as disclosed in the 2011 Proxy Statement. This vote is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. To assist you in casting your vote on this important subject, we have prepared the following summary to help explain how the compensation program supports the business goals of the Company. This summary should be read along with the more detailed disclosure in the proxy statement.” > Public Response to ISS “No” Recommendation
- “The ISS recommendation is heavily influenced by a short-term orientation, which is total shareholder return (TSR) on a 1- and 3-year basis. For the reasons explained in our proxy statement and accompanying compensation brochure, ExxonMobil’s business depends on investment lead times ranging from a minimum of five to 10 years, to decades. Our compensation program is tied to the long-term nature of our business, as it should be.” Sources: Exxon Mobil DEFA14A filed on April 13, 2011 and Exxon Mobil Key Votes in Technology and Life Sciences
> For the most part, major technology and life sciences companies under pressure from ISS still passed their say-on-pay votes. However, often not without close calls.
Say-On-Pay
Company Name
Vote Against
Sources: Say-On-Pay.com, SEC filings and Institutional Shareholder Services (ISS).
Notes: Voting percentages based on “for” vs. “against” votes. Abstentions and broker
Amgen Fights ISS Peer Selection (Passed)
> Public Response to ISS “No” Recommendation
- “We understand that ISS’ recommendation is based in part on a comparison of Amgen’s TSR with that of a group of companies selected by ISS using the Global Industry Classification Standard (“GICS”) methodology. We believe that such methodology fails to provide an accurate comparison of Amgen’s financial results because the GICS group of companies is a group of approximately 1,700 companies, many of which are engaged in entirely different and unrelated businesses.” - “Further, ISS selected eight of the companies in the GICS group to which our CEO compensation was compared. However, the group chosen by ISS is primarily
based on companies with whom we do not compete for executive talent.
Specifically, ISS’ peer group includes Community Health Systems, Inc., Health Net,
Inc., Medtronic, Inc. and Thermo Fisher Scientific, Inc. These companies are not
included in Amgen’s peer group table disclosed in our proxy statement because
they are not biotechnology or pharmaceutical companies and, in the view of our
independent compensation consultant and our Compensation Committee, are not
our competitors for executive talent.”
Source: Amgen DEFA14A filed on May 9, 2011. HP Defends Governance Approach (Failed)
> Public Response to ISS “No” Recommendation
- “ISS’ complaint has no merit. The heart of ISS’s complaint is that the involvement of our CEO on the ad hoc committee was, in its view, poor corporate governance since, again in ISS’ view, it raises the specter of a CEO influencing the selection of new independent directors. In this case, however, ISS’ concerns are completely ill founded and not based in reality.” - “We have a “pay-for-performance” philosophy that forms the foundation of all decisions regarding executive compensation. Our “pay-for-performance” philosophy, and the program structure approved by our HR and Compensation Committee, is central to our ability to attract, retain and motivate individuals who can achieve superior financial results. The employment agreement entered into with our new CEO, which is consistent with our pay-for-performance philosophy, was negotiated at arms-length and was unanimously approved by our board, including the independent members of the board’s HR and Compensation Committee, after consideration of independent advice.” Source: Hewlett-Packard DEFA14A filed on March 10, 2011. Say-On-Pay Frequency
> According to data released by ISS on June 27, shareholders supported annual say-on-pay votes at 81.0% of companies, often in contrast to company recommendations for triennial votes.
> The following table displays the prevalence of company-suggested vs. shareholder-supported say-on-pay vote frequencies: Shareholder
Say-On-Pay
Suggested
Supported
Frequency
Frequency
Frequency
> As ISS notes, “management preferences did not have much influence on the outcome of frequency votes; investors have defied management recommendations for triennial votes at 553 of 902 companies so far.” Source: Institutional Shareholder Services (ISS).
Note: For company suggested frequency, some firms did not offer a suggestion,
thus the prevalence figures do not add up to 100%. Going Against the Grain on Frequency
> While most US companies have decided to accept shareholder views on the frequency of future say-on-pay votes, there are at least two exceptions according to a recent ISS report.
> Annaly Capital Management and American Reprographics both
opted for triennial say-on-pay votes despite clear shareholder support for annual votes. It remains to be seen how this will affect future shareholder relations.
Source: Institutional Shareholder Services (ISS). > As proxy season 2011 comes to a close for firms with calendar year-ends, the long-term impact of say-on-pay still remains unclear: At face value, it is easy to make the argument companies convincingly won the first round of Dodd-Frank mandated say-on-pay voting. After all, less than 2.0% of companies failed, and average shareholder support levels surpassed 90.0% for the Russell 3000 index.
However, although only 40 companies have so far failed to receive majority shareholder support for their say-on-pay proposals in 2011, the count of firms who adjusted, or plan to adjust, compensation programs in response to say-on-pay pressure is higher.
Going forward, shareholders and proxy advisory firms clearly appear ready to use say-on-pay in a strategic manner to extract concessions from targeted companies.
Looking forward, two significant concerns promise to keep say-on-pay votes in the news: First, the overall US economy is by no means out of the woods. This makes a double-dip recession an unfortunate, but real possibility. If market performance stumbles significantly in the year ahead, say-on-pay failure rates will most likely increase. This view is bolstered by our own research, which suggests the connection between short-term shareholder returns and say-on-pay support levels is strong.
Second, a growing number of shareholder lawsuits spawned by failed proposals may serve to add real teeth to say-on-pay votes, which are technically nonbinding. Although many legal observers believe say-on-pay related lawsuits are unlikely to generate penalties for companies or corporate directors, Board members would be remiss to ignore these cases.
Contact Us
> For more information, please contact: [email protected] [email protected] San Francisco
San Francisco
Press Contact:
Alex Cwirko-Godycki+1 (415) [email protected]

Source: http://www.nacdne.org/admin/Editor/f1l3s/Radford_Research_2011_SOP_Voting_Results.pdf

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