Last week, the SEC issued a Small Entity Compliance Guide to Say on Pay and Say on Golden Parachute Votes that summarizes the issues and compliance concerns for small entities. The full SEC guide can be found at:

http://www.sec.gov/rules/final/2011/33-9178-secg.htm

 

SOP Failures So Far in 2011

On April 6, 2011, in Vote Results, by Ed Hauder

The following companies have so far had their SOP proposals not be supported by their shareholders during this 2011 proxy season:

Company For Against Abstain
Jacobs Engineering 44.8% 53.7% 1.7%
Beazer Homes 45.9% 53.8% 0.3%
Shuffle Master 44.5% 55.4% 0.1%
Hewlett-Packard 48.2% 50.7% 0.1%
Hemispherx Biopharma* 43.1% 41.0% 15.8%
* Hemispherx Biopharma issued a press release indicating that its shareholders approved the compensation of its Named Executive Officers

 

Note: Percentages were determined by only counting votes for, against and abstentions. Broker non-votes were not included.

 

The Council of Institutional Investors (CII) held a series of teleconferences on institutional shareholders’ approaches to Say on Pay proposals.  The investors participating included:

  • T. Rowe Price
  • Institutional Shareholder Services (ISS)
  • United Brotherhood of Carpenters
  • Glass Lewis
  • State Street
  • Pfizer
  • Florida State Board of Administration

CII posted a summary of these teleconferences on its website.  This is available at:

http://www.cii.org/UserFiles/file/resource%20center/publications/Say-on-pay%20teleconferences%20wrap-up.pdf