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Say on Pay

Important Reminder to 13F Filers – New Vote Reporting Disclosures Required on Form N-PX (due August 31, 2024)

July 30, 2024 | Posted by James J. Moloney; Brian J. Lane Topic(s): Disclosure; Investment Act/Investment Advisors Act; Say on Pay; Securities Regulation

​As a quick reminder, all institutional investment managers filing 13F reports under the Exchange Act (“13F Filers") are subject to a new requirement this year to file a Form N-PX by August 31, 2024.  Form N-PX includes disclosures regarding certain executive compensation-related proposals described below.

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ISS Releases Surveys for 2018 Policy Updates

August 3, 2017 | Posted by Elizabeth A. Ising Topic(s): Corporate Governance; Executive Compensation; Say on Pay; Securities Regulation

On August 3, 2017, the proxy advisory firm Institutional Shareholder Services (“ISS”) launched its annual policy survey.  Each year, ISS solicits comments in connection with the review of its proxy voting policies. ISS then uses the data to inform its voting policy review.  At the end of this process, ISS will announce its updated proxy voting policies applicable to 2018 shareholder meetings.

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ISS Releases Survey for 2017 Policy Updates

August 2, 2016 | Posted by Elizabeth A. Ising; Lori Zyskowski Topic(s): Corporate Governance; Executive Compensation; Say on Pay

Institutional Shareholder Services (“ISS”) today launched its annual global policy survey.  Each year, ISS solicits comments in connection with the review of its proxy voting policies.  At the end of this process, in November 2016, ISS will announce its updated proxy voting policies applicable to 2017 shareholders’ meetings. ISS will publish the results from the policy survey and use them to inform its voting policy review.  The survey includes questions on several governance and compensation matters relevant to U.S. companies, as follows:      

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Mark Your Calendars – Pending Deadlines for Submitting Updated Company Peer Group Information to ISS and Equilar/Glass Lewis

November 20, 2015 | Posted by Elizabeth A. Ising; Lori Zyskowski; Ronald O. Mueller Topic(s): Compensation Committee; Executive Compensation; Say on Pay

Institutional Shareholder Services (“ISS”) has announced that companies can provide it with updated information as to the company-selected compensation benchmarking peer group, beginning at 9 am EST on Tuesday, November 24, 2015.  In addition, Equilar Inc.’s (“Equilar”) company-selected peer group update portal opened earlier this week.  Since July 2012, Glass Lewis & Co., LLC (“Glass Lewis”) has been using peer groups generated by Equilar in its pay-for-performance analysis.

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ISS Opens Comment Period for Draft 2016 Proxy Voting Policy Updates

October 26, 2015 | Posted by Elizabeth A. Ising; Lori Zyskowski; Ronald O. Mueller; James J. Moloney Topic(s): Corporate Governance; Executive Compensation; Say on Pay; Securities Regulation

Today Institutional Shareholder Services (“ISS”) proposed for comment three changes to its 2016 U.S. proxy voting policies.  Comments on the proposed changes can be submitted via e‑mail to [email protected] by 6 p.m. ET on November 9, 2015.  ISS will take the comments into account as part of its policy review and expects to release its final 2016 U.S. policy updates on November 18, 2015.  We note that ISS’s final 2016 proxy voting policies, which will apply to shareholder meetings held on or after February 1, 2016, likely will reflect additional changes beyond these on which ISS has solicited comments. 

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SEC Proposes Rules On “Pay Versus Performance” Disclosures

April 30, 2015 | Posted by Elizabeth A. Ising; James J. Moloney; Ronald O. Mueller Topic(s): Compensation Committee; Corporate Governance; Dodd Frank; Executive Compensation; Say on Pay

To Our Clients and Friends:

On April 29, 2015, the Securities and Exchange Commission ("SEC" or "Commission") voted, 3-2, to issue proposed rules implementing the pay-versus-performance disclosure requirement in Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act").  In summary, the proposed rules would require proxy statements or information statements setting forth executive compensation disclosure to include (1) a new compensation table setting forth for each of the five most recently completed fiscal years, the "executive compensation actually paid" (as defined in the proposed rules), total compensation as disclosed in the Summary Compensation Table, total shareholder return (TSR), and peer group TSR, and (2) based on the information set forth in the new table, a clear description of the relationship between executive compensation actually paid to the company’s named executive officers and the company’s TSR, and a comparison of the company’s TSR and the TSR of a peer group chosen by the company.

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ISS Releases Survey for 2015 Policy Updates

July 17, 2014 | Posted by Elizabeth A. Ising; Ronald O. Mueller Topic(s): Audit Committee; Compensation Committee; Corporate Governance; Executive Compensation; Say on Pay

Institutional Shareholder Services Inc. (“ISS”), the most influential proxy advisory firm, today launched its 10th annual global policy survey.  Each year, ISS solicits comments in connection with its review of its proxy voting policies. At the end of this process, in November 2014, ISS will announce its updated proxy voting policies applicable to 2015 shareholders’ meetings. 

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ISS Offers Companies Opportunity to Update Peer Group Information; Action Required by December 21, 2012

December 10, 2012 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Compensation Committee; Corporate Governance; Executive Compensation; Say on Pay

As part of its 2013 Policy Updates, ISS is revising its methodology for determining the peer group used to perform its quantitative pay-for-performance evaluation.  In determining a company’s peer group, ISS’s new methodology will incorporate information from companies’ self-selected pay comparison peer groups, as disclosed in the proxy statement.  ISS recognizes that some companies may have modified their peer groups since their most recent disclosure or may intend to do so in the preparation of their 2013 proxy statements. 

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Glass Lewis Implements Changes to its Voting Analysis Model

July 13, 2012 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Compensation Committee; Executive Compensation; Say on Pay

GLass Lewis & Co. has announced that, effective for annual meetings taking place after July 1, 2012, it has implemented a number of revisions to its proprietary pay for performance quantitative model.  Glass Lewis uses the quantitative model to analyze the degree of alignment between corporate performance and named executive officer compensation.  When making voting recommendations to its subscribers on say-on-pay proposals, Glass Lewis analyzes both the quantitative analysis and a qualitative analysis of the company’s named executive officer compensation program. 

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Survey of Responses to Say-on-Pay Advisory Votes from Recently Filed Proxy Statements

March 22, 2012 | Posted by Ronald O. Mueller Topic(s): Compensation Committee; Dodd Frank; Executive Compensation; Say on Pay

We have been monitoring proxy statement disclosures made by S&P 500 companies pursuant to Item 402(b)(1)(vii) of Regulation S-K.  That provision, which was added as part of the SEC’s say-on-pay rules, requires companies to discuss in the Compensation Discussion and Analysis (CD&A), “[w]hether and, if so, how the registrant has considered the results of the most recent shareholder advisory vote on executive compensation . . . in determining compensation policies and decisions and, if so, how that consideration has affected the registrant’s executive compensation decisions and policies.” 

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