April 25, 2011

Say-on-Pay: A Seventh & Eighth Failed Votes

Last week, Stanley Black & Decker filed this Form 8-K to report that it became the seventh company to fail to gain majority support for its say-on-pay, with only 39% voting in favor. Not only did shareholders reject the company’s SOP, they also came down hard on the board – two directors had 49% withheld. Cooley’s Amy Muecke analyzes why the company failed in this memo.

Then on Friday – in a midst of a flurry of filings on a day when the markets were closed – Umpqua Holdings Corporation filed this Form 8-K to report it became the eighth failed say-on-pay with only 35% voting in support. Umpqua’s Form 8-K is unique in that it chose to include a narrative on why it believed it failed (ie. ISS recommended against the company and the company disagrees with ISS’s analysis).

In his “Proxy Disclosure Blog,” Mark Borges gives us the latest say-when-on-pay stats: with 2177 companies filing their proxies, 43% triennial; 4% biennial; 51% annual; and 4% no recommendation.

Dodd-Frank: The SEC’s Internal Controls Study for Smaller Companies

On Friday, the SEC released an internal controls study mandated by Section 989G(b) of Dodd-Frank regarding the impact of Section 404(b) of Sarbanes-Oxley on smaller reporting companies (those with a public float between $75 and $250 million). The study didn’t find that these smaller companies have unique characteristics that would provide sufficient reasons for differentiating them from accelerated filers as a whole – so it didn’t recommend Section 404(b) relief for them. The study also found that internal controls costs have been going down.

Last week, as noted in this article, the FASB and IASB will extend “by a few additional months” their target date for completing their four highest-priority joint convergence projects.

Scenes from Spring Break

Here are a few random videos from my vacation last week. This first one is from UC-Berkeley campus, where group of students sang The Who’s “Behind Blue Eyes” a cappella style:

This one is from the Santa Cruz Boardwalk and features “Ask the Brain”:

– Broc Romanek