The NASPP Blog

We’re into late March and I’m reminded of the centuries old English proverb: “March comes in like a lion and goes out like a lamb.” Somehow I think it’s the reverse for the stock plan world; as many of us get to this point in the year, we’ve found that we moved on from year-end reporting to a busier proxy season.

Say-on-What?

Perhaps I speak for many of us when I suggest that the term “say-on-pay” has almost become like white noise in the background. For so long it was talked about everywhere – with so much attention spent on dissecting how companies were implementing say-on-pay driven practices and proxy voting outcomes. Well, say-on-pay is still here, and while many of us are used to it, there are still a fair number of companies that still fail to gain an affirmative say-on-pay vote when proxy season comes. A few days ago, Broc Romanek of CompensationStandards.com blogged that the 2nd say-on-pay failure for this proxy season just happened. This particular company was one that received an affirmative say-on-pay vote the year before. All in all, 74 companies failed the say-on-pay vote last year. Let’s hope those numbers start a downward trend this season. I’m not sure if I’d put my money on a downward spiral just yet, though. According to an informal poll on CompensationStandards.com, 82% of respondents felt that somewhere between 41-90 companies would fail to obtain affirmative say-on-pay votes this season. Yikes!

Keep Your Eyes Wide Open

The message of today’s blog is that while say-on-pay is not so much a “hot topic” in stock compensation at the moment, it is proxy season, and shareholders are still very much engaged in expressing themselves via their say-on-pay votes. Additionally, last year we had much discussion on the wave of litigation aimed at better proxy disclosures. These are the things to keep in mind as you sit at the proxy table this year. While it’s obviously good to care about any proposal in your proxy statement, if you’ve got stock plan related proposals on the table, you’ll want to have your radar up to understand how shareholders (and their lawyers?) are reactive to your proxy statement as a whole. A negative vote against a stock plan matter may simply be a by-product of shareholder unhappiness related to other aspects of the company’s disclosures.

Although we many be feeling complacent with the concept of say-on-pay, now is not the time to relax our efforts to ensure that all disclosures will stand up to the continued scrutiny of shareholders and their advisors.

In separate proxy related news, the Wall Street Journal reports that it looks like proxy advisory firm ISS is set to change hands (for the third time in seven years).

-Jennifer