Shareholders have voted on average 90% to ratify executive compensation in advisory say-on-pay voting so far this proxy season, up from the 89% in all of 2012, according to a Towers Watson study released April 1. The study looked at 151 companies in the Russell 3000 from Jan. 1 through March 22.
Shareholders rejected say-on-pay proposals at only three companies this year, giving it less than a majority of votes, the study said. They are Navistar International Corp., Nuance Communications Inc. and Digital Generation Inc.
In all of 2012, 61 companies received less-than-majority votes, the study said. The three companies were not among last year's rejections, said James Kroll, senior consultant and lead of the governance advisory practice of Towers Watson, said in an interview.
“When we look at prior low votes, what we do see is a variation,” Mr. Kroll said. “It is not the same companies year after year. The (high) level of support is similar to (each of) the last two years, at 90%,” Mr. Kroll said. “There has been remarkable consistency in high levels of support.”
“This (study) is a window to the early part of 2013,” he added. “The real activity of proxy season is heating up,” when more companies will have their annual meetings, including say-on-pay voting. “I don't expect (the results) to change dramatically.”
“It tends to trend up slightly,” he added.
“Companies have been taking steps to refine (pay) disclosure to tell their story about their (pay) programs ... and companies have reached out to shareholders to speak to them to make sure there is a common understanding of the company's pay program,” Mr. Kroll said, explaining shareholders' high level of support.
