February 3, 2023
Say-on-Frequency Votes: What Does It Matter?
The vast majority of issuers adopted an annual frequency for Say-on-Pay votes back in 2011, based on pressure from the proxy advisory firms and institutional investors, and not much has changed since that time.
We are unlikely to see issuers make any changes in the frequency of Say-on-Pay votes this proxy season or in the future, because Say-on-Pay has become such a fixture of the engagement process between issuers and investors over the past dozen years. As a result, the Say-on-Frequency vote has become essentially a historical relic that we trot out every six years simply because the rule requires us to do so, and we must go through the motions to provide shareholder feedback to the board of directors that is of little use to them in making their decision as to frequency of Say-on-Pay votes.
– Dave Lynn