What may surprise some, however, is the decision by many companies to give in on majority voting. Of the 92 majority-voting proposals, 54 have been withdrawn, meaning the companies have either decided to adopt the measure voluntarily or have settled the issue with shareholders.
The second surprise is that shareholders don’t seem too inclined to support say on pay. “Shareholders’ anger level over pay is lower than it has been in recent years,” says McGuire. He says that new compensation disclosures in the proxy are contributing to that trend.
One of the big stories this proxy season is the number of proposals that companies were able to have omitted by petitioning the Securities and Exchange Commission, including proposals for the right to call special meetings. Another theme, says McGuire, is the bumper crop of proposals to repeal classified boards and to eliminate supermajority voting.
Having Their Say on Pay
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Shareholders at Apple approved a “say-on-pay” measure by a slim 51% margin.
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Support for an advisory vote on pay at Citigroup declined from 46% in 2007 to 38% this year.
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Lexmark International passed a pay proposal with a 51% margin.
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Morgan Stanley, U.S. Bancorp, Wachovia, and Merck experienced declines in shareholder support for say on pay.
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Merrill Lynch saw the largest drop in support, from 46% in 2007 to 36% this year.
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6. The average support level for all companies where say on pay was put to a vote was 42%.
