February 11, 2013

Posted: Complaints & Other Pleadings from Say-on-Pay Litigation 2.0

Last week, I complained about how some folks may have missed the news that a new wave of say-on-payish & proxy disclosure litigation has been rampant for the past 4 months – including the transcript from the recent webcast on the topic. Thanks to Mike Melbinger, I have posted numerous complaints and other pleadings from these lawsuits in the “Executive Compensation Litigation Portal” on

Are Rating Agencies Ramping Up to Publicly Warn on Excessive Executive Pay?

In a blog entitled “Moody’s Warns Jeffries on ‘Excessive’ Pay,” Paul Hastings’ Mark Poerio notes:

This article from the New York Times begins: “To Moody’s, the high pay [of $78 million for top executives] is a reminder of ‘excessive compensation’ among Wall Street firms, potentially leading investment banks to take excessive risks and irritating critics on Capitol Hill and among regulators.” Fast forward to the proxy statement disclosure implications: How will the company handle its discussion of the riskiness of its executive compensation structures? Going to the design of the firm’s executive compensation, Moody’s has apparently expressed concern that “the firm has not put in place measures like longer award vesting periods and more expansive powers to claw back compensation . . . to ensure that employees will not suffer consequences from excessive risk-taking.” It will be interesting to see how the firm’s shareholders and proxy advisory firms react to the Moody’s report, and whether the firm’s compensation committee acts preemptively beforehand.

I can’t recall a rating agency ever making a concern over excessive executive pay public? Maybe the NY Times sleuthed this out. Or maybe it’s a new trend…

Poll: How Many Companies Will Receive a “Failed” Say-on-Pay Vote in ’13?

Sadly, the web polling software I was using for my blog surveys is defunct. But below is an attempt to use another polling tool to gauge what y’all think will happen with say-on-pay this year:

Create your free online surveys with SurveyMonkey, the world’s leading questionnaire tool.

– Broc Romanek