On April 2, 2012, two companies filed additional proxy materials used to support their Say on Pay (SOP) votes:
- Associated Banc-Corp. filed a presentation that walked through the recent changes to their compensation programs and looked at the company’s stock ownership guidelines and the employment agreement with its CEO. ASBC doesn’t come out and directly indicate why it is filing this presentation, but I presume this is an effort to counteract a negative vote recommendation from a proxy advisory firm. The filing can be found by clicking HERE.
- Adobe Systems Inc. filed a letter to stockholders that sought to rebut a negative ISS vote recommendation on its SOP vote. Specifically, ADBE argues that ISS uses an inappropriate peer group, ISS’s stock option valuations are higher than those of ADBE, that ISS ignores realizable pay in its analysis, and that the peer group data used is stale. ADBE then details the changes it made to its compensation program for 2012. The filing can be found by clicking HERE.
On April 3, 2012, two more companies filed such additional proxy materials:
- C. R. Bard Inc. seeks to rebut a negative ISS vote recommendation on its SOP vote. BCR argues in its filing that it achieved solid operating performance in 2011, that the ISS peer group methodology led to faulty conclusions with respect to BCR, addresses the criticisms ISS had of its CEO’s pay and pay design (including performance goals), and concludes with a list of the things that BCR had done in response to shareholder concerns. The filing can be found by clicking HERE.
- Huntington Bancshares Inc. also sought to rebut a negative ISS vote recommendation on its SOP vote. Apparently HBAN failed ISS’s 5-year pay for performance (P4P) analysis under its Pay-TSR Analysis (PTA) test. HBAN indicates that it believes the results of this test are inaccurate because (1) the 5-year period looked at includes the prior CEO’s compensation, not just the company’s performance since its new CEO joined in January 2009, and (2) ISS’ methodology over-estimates the value of HBAN’s stock options. Additionally, HBAN took issue with the fact that ISS does not view stock options as performance-based and ISS failed to take into account HBAN’s compensation philosophy and compensation program best practices. The filing can be found by clicking HERE.