January 11, 2012

One for the ’11 Road: The 44th Say-on-Pay Failure of the Year

We certainly ended the year with a bang, as the 44th company to fail to receive a majority vote for say-on-pay only obtained 6.4% of the votes cast in favor. 6.4%! As noted in its Form 8-K, American Defense Systems had many more votes voted in opposition (51%) or abstention (43%). The only director up for election had even more “withheld” votes than were cast against the company’s say-on-pay. Note that this company is a smaller reporting company (whose annual meeting was held on December 30th but the 8-K states the date of event was August 3rd)…

A list of the Form 8-Ks filed by the “failed” companies is posted in’s “Say-on-Pay” Practice Area.

Webcast: “The Latest Developments: Your Upcoming Proxy Disclosures – What You Need to Do Now!”

Tune in tomorrow for the webcast – “Your Upcoming Proxy Disclosures – What You Need to Do Now!” – to hear Mark Borges of Compensia, Alan Dye of Hogan Lovells and, Robbi Fox of Exequity, Dave Lynn of and Morrison & Foerster and Ron Mueller of Gibson Dunn discuss all the latest guidance about how to overhaul your upcoming disclosures in response to say-on-pay–including the latest SEC positions–and the other compensation components of Dodd-Frank, as well as how to handle the most difficult ongoing issues that many of us face.

As the grace period has ended – and all memberships expired on December 31st – if you haven’t yet renewed your membership for for ’12, you will not be able to access this program. Renew now.

OECD’s Report on Board Practices in Setting Executive Pay

Here is something that I blogged on’s “The Advisors’ Blog“: I haven’t seen anything on this – so I guess we all missed this OECD report on board practices in setting executive compensation that was published back in August. Among the many interesting parts of this report is the UK section, particularly Section 7.1.6 regarding shareholder engagement. The UK has had say-on-pay for a decade – so the US can look to the Brits to see what might lie ahead here perhaps. Observations about the undue influence by a couple of groups and feelings of distrust and hostility do not bode well. Of course, maybe we can do better here. Hope springs eternal.

– Broc Romanek