May 9, 2011

Say-on-Pay: 13th-16th Failed Votes

Last week, four more companies filed Form 8-Ks reporting failed say-on-pay votes – and a fifth reported a near failure. The companies that failed were: Stewart Information Services (48%); Dex One (48%); NVR (44%); and Penn Virginia (39%). The near failure is well described by Mark Borges in his “Proxy Disclosure Blog” on “Cooper Industries reports that its “Say on Pay” proposal was approved by a vote of 50.36% – 49.64%. While the company indicates in its proxy statement that abstentions are not to be considered votes cast at the annual meeting (and, thus, have no impact on the vote’s outcome), there were over 2 million abstentions recorded. Had they been considered “negative” votes, the proposal would have been defeated, 50.4% 0 49.6%. Needless to say, the company would be well advised to pay close attention to its shareholders’ concerns about its executive compensation program.”

Less Than Four Days Left for Early Bird: Our Say-on-Pay Intensive Conference Lineup – We have announced the line-up for our annual package of executive pay conferences to be held on November 1st-2nd in San Francisco and by video webcast: “Tackling Your 2012 Compensation Disclosures: 6th Annual Proxy Disclosure Conference” and “The Say-on-Pay Workshop Conference: 8th Annual Executive Compensation Conference.” Save 25% by registering by May 13 at our early-bird discount rates.

Rumor: SEC Adopts Whistleblowing Rules on May 25th?

Many members are asking when the SEC will adopt its final rules regarding whistleblowing as required by Section 922 of Dodd-Frank. Originally, it was thought the SEC would act by the end of April. According to this Reuters article (entitled “SEC cool to corporate demands on whistleblowers”), the SEC may act on May 25th. More often than not, these rumors prove to be false – particularly here where a House Financial Services hearing on the proposal will be held on May 11th – and thus, I rarely blog about them. But given the keen interest, there you have it…

The Nuts & Bolts of Bank M&A

Tune in tomorrow for the webcast – “The Nuts & Bolts of Bank M&A” – to hear Bill Hickey of Sandler O’Neill & Partners, Rich Schaberg of Hogan Lovells, Larry Spaccasi of Luse Gorman and Suzanne Walker of Kilpatrick Townsend explore the latest trends and developments in bank mergers and acquisitions.

– Broc Romanek