Project Reference
Advisory Voting
News Reports
Marketplace Validation Processes
Shareholder Proposals to Adopt Advisory Voting
Proposed Legislation to
Adopt Advisory Voting
Examples of Compensation Reports
Objective:
Provide views of marketplace
decision-makers
regarding proposed U.S. adaptations of advisory voting practices,
including support of an
independent “white paper” to be published in April 2007 as a
comprehensive review of relevant considerations.*
*For the initiation of this project, see item #2 of
Forum Report: December 6, 2006 Open Meeting.
Results:
Stephen M. Davis, Ph.D., a
Fellow of Yale’s new
Millstein Center for Corporate Governance,
was
invited to prepare the paper in February 2007.
He
presented preliminary findings at the
Forum's March 7, 2007 open meeting, and presented a comment draft of
his "Policy Briefing" paper in June 2007 at the
Second Annual
Yale Governance Forum; see
Dr. Davis, together with Stephen Alogna of Deloitte & Touche LLP,
presented further observations at the
2008 Yale Governance
Forum and invited Forum comments:
For other subsequent observations, see
March 30, 2007 Forum
Report: Advisory Panel Conclusions
Information
Requirements for Investor Decisions: November 13, 2007 comments of John C.
Wilcox, Senior Vice President and Head of Corporate Governance, TIAA-CREF, and
Member of Steering Committee, AFSCME-Pfizer "Working Group" for Advisory Voting
November 2007 Latham & Watkins M&A Commentary, "'Say on Pay' Shareholder
Advisory Votes on Executive Compensation: The New Frontier of Corporate
Governance Activism" (8
pages, 75 KB, in
PDF
format)
April 9, 2008 Forum
Report: Evolving Views of Advisory Voting on Executive Compensation,
including links to papers:
June 18, 2008 Forum
Report: Yale-Deloitte Report on Communications about Executive
Compensation
|
News Reports
-
July 7, 2008 Agenda: "Divisions Grow Within Say-on-Pay Movement"
(see new
Shareholder Forum for Reconsidering "Say on Pay" Proposals)
-
July 1, 2008 BNA Pension &
Benefits Reporter: "Advisory Say-on-Pay Vote Is Coming, CEO Pay
Practices Targets for Change"
-
June 27, 2008
Investment News: "Compensation growing as governance issue"
-
June 26, 2008 Fortune:
"Who's watching the watchdogs? | A new study from Stanford University
questions the reliability of corporate-governance ratings"
-
June 22, 2008 New York
Times: "How Big a Payday for the Pay Consultants?"
-
June 20, 2008
RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk &
Governance Weekly: "'Say on Pay' Gets Ninth Majority"
-
June 19,
2008 CompensationStandards.com - The Consultant's Blog:
"Board-Shareowner Communications on Executive Compensation"
-
June 11, 2008 New York
Times: "Vetting a Vetter: Obama’s Pick Fuels G.O.P. Criticism"
(see also June 12, New
York Times: "Obama Aide Quits Under Fire for His Business Ties")
-
June 2, 2008 Wall Street
Journal: "Turning the Tables: RiskMetrics's Head Faces His Day of
Shareholder Judgment"
-
May 27, 2008
RiskMetrics-ISS (as published by The Harvard Law School Corporate
Governance Blog): "Explorations in Executive Compensation"
-
May 23, 2008
RiskMetrics (f/k/a Institutional Shareholder Services - "ISS"): "U.S.
Midseason Review"
-
May 22, 2008 Wall Street
Journal: "Say-on-Pay Doesn't Play on Wall Street"
-
May 6, 2008 New York Times:
"Aflac Investors Get a Say on Executive Pay, a First for a U.S. Company"
-
May 6, 2008
Washington Post: "'Say-on-Pay' Movement Loses Steam"
-
May 2, 2008
RiskMetrics (f/k/a Institutional Shareholder Services - "ISS"):
"Analysis: Early Season Trends" and "Say on Pay Results: 2007 vs. 2008"
-
April 11, 2008
RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk &
Governance Weekly: "Issuers and Investors Attend Roundtable on Pay
Votes"
-
April 6, 2008 New York
Times: "Say on Pay: A Whisper or a Shout for Shareholders?"
-
March 26, 2008 Financial
Times: "FT REPORT - CORPORATE FINANCE 2008: Aflac shareholders vote
on executive pay" and
"Gentlemen, please empty your pockets"
-
March 7, 2008 Wall Street
Journal: "Say on the Boss's Pay | Aflac CEO Amos Bets on His Track
Record as Insurer Becomes First U.S. Company to Hold Vote on Executive
Compensation"
-
February 27, 2008 Wall
Street Journal: "'Say on Pay' Gets a Push, But Will Boards Listen?"
-
February 2008
Investor Relations Magazine: "The hunt is on"
-
January 30, 2008
RiskMetrics (f/k/a Institutional Shareholder Services - "ISS"); "2008
Preview: Pay Proposals"
-
January 14, 2008 Wall
Street Journal: "Talk Therapy"
-
January 8, 2008
Globe and Mail (Toronto): "No need for 'say on pay' votes, investor
group argues"
-
November 23,
2007 Global Proxy Watch: "Lipton V. Lipton"
-
November 12, 2007
Agenda: "U.K. Investors Warn U.S. About Say on Pay"
-
November 5, 2007
TheCorporateCounsel.net: "Verizon's Say on Pay: A Take-Away"
-
November 2, 2007 New York
Times: "Verizon to Put Executive Pay to Shareholder Vote";
see also November 2,
2007 Investor Relations Magazine: "Verizon board OKs say on pay"
-
October 26, 2007
Global Proxy Watch: "Talking Point"
-
October 22, 2007
Financial Week: "Say-on-pay critics warn of problems | Proposed law
could mean lawsuits galore, plus additional legislation, Oxley says"
-
October 19, 2007 Reuters: "Investors urge Verizon to adopt
say-on-pay policy"
-
August 2, 2007 ISS
Corporate Governance Blog: "Analysis: Forces Fueling Engagement to
Grow in 2008"
-
July 18, 2007 Associated
Press (as published by Forbes): "Pay Proposal Advocates Get
New Allies"
-
July 16, 2007 Wall Street
Journal: "Firms, Investors Trying More Talk, Less Acrimony"
-
July 13, 2007
Investor Relations Magazine: "Mainstream investors get behind
activism"
-
July 1, 2007 CFO Magazine:
"Drowning in Data"
-
June 28, 2007 Reuters:
"Pfizer board to meet with institutional holders")
-
June 17, 2007 New York Times: "Hear Ye, Hear Ye: Corralling
Executive Pay"
-
June 15, 2007 Financial
Times: "Fund group offers say on executive pay" (See
also Global
Proxy Watch: "Fund giant TIAA-CREF imposes ‘say on pay’ on itself as
tool spreads")
-
June 11, 2007 BusinessWeek:
"Activist Investors Get More Respect"
-
May 31, 2007
Economist: "Hail, shareholder!"
-
May 30, 2007 St.
Paul Pioneer Press: "Shareholders warn insurer"
-
May 29, 2007
Washington Post: "Aflac Looks Smart on Pay"
-
May 26, 2007 New York
Times: EDITORIAL, "A Say on
Executive Pay"
-
May 26, 2007 Wall Street
Journal: "Executive Pay - Next Skirmish Is at UnitedHealth"
-
May 24, 2007 Ayn Rand
Institute (op-ed published in InvestmentNews): "Say 'No Way!' to
'Say on Pay'"
-
May 24, 2007 New York
Times: "Qwest Holders Reject Proposals on Pay" (See also
May 23, 2007 Dow
Jones Newswires: "Qwest Shareholders Defeat Say-On-Pay Proposal")
-
May 23, 2007
Investor Relations Magazine: "Think Tank panelists assess new
compensation disclosure"
-
May 23, 2007 Dow
Jones Newswires: "Proxy Services Differ On UnitedHealth; One Nixes
Directors"
-
May 22, 2007 Dow
Jones Newswires: "UnitedHealth Holders Seek More Say On Governance"
-
May 19, 2007 New York
Times: "Say-on-Pay Gets Support at Verizon" (See also
Wall Street Journal:
"Verizon Holders Pass 'Say-on-Pay' Plan")
-
May 16, 2007 New York
Times: "Proxy Fights More Muted, for Most Part"
-
May 11, 2007 San
Jose Mercury News: "Apple stock owners give CEO Jobs a slicing |
Reform Proposals Get Strong Support"
-
May 11, 2007 Wall Street
Journal: "Blockbuster Investors Back 'Say-on-Pay' Plan"
-
May 9, 2007
Chicago Tribune: "Giving investors say on pay could pressure boards"
-
May 4, 2007 New York Times:
"Verizon Vote on Pay Levels to Be Decided in a Recount" (See
also Financial Times:
"Verizon shareholders claim executive pay victory";
Wall Street Journal:
"Verizon Shareholders May Get 'Say on Pay'"; and
Washington Post:
"Verizon Vote on Pay Too Close to Call")
-
May 3, 2007 Financial Times:
"America frets about executive pay"
-
May 1, 2007
TheStreet.com: "Pay-Fight Foes Blow Hot Air"
-
April 27, 2007 Fortune
(The Browser): "Proxy showdown: Verizon vs. retirees"
-
April 25, 2007 Wall Street
Journal: "How Verizon Might Avoid Ruckus Over CEO's Pay"
-
April 21, 2007 Financial
Times: "Obama joins push on executive pay awards"
-
April 21, 2007 Wall Street
Journal: "House Clears an Executive-Pay Measure"
-
April 20, 2007 Financial
Times: "Hermes to push for vote on pay at UnitedHealth"
-
April 19, 2007 New York
Times: "Democrats Seek Shareholder Voting on Executive Pay"
-
April 11, 2007
Washington Post: "Morgan Stanley, Bank of N.Y. Investors Reject 'Say
on Pay' | Activist Shareholders Encouraged by Vote Totals"
-
April 2, 2007 Dow
Jones Newswires: "Most Investment Pros Support Shareholder Vote On
Pay - Survey"
-
April 1, 2007 Financial
Times: "Why America’s boards face awkward times in the auditorium"
-
March 29, 2007 Dow
Jones Newswires: "US House Financial Services Committee OKs 'Say On
Pay' Bill"
-
March 23, 2007 New York
Times: "For AT&T’s Chief, a 94% Increase in Pay"
-
March 20, 2007 Dow
Jones Newswires: "House Panel Slated To Vote On 'Say On Pay'
Measure"
-
March 8, 2007
Investor Relations Magazine: "IROs have to convince on compensation
as 'say on pay' gains momentum"
-
March 8, 2007 Reuters:
"CEOs' group hits US bill on shareholder pay votes"
-
March 1, 2007 Forbes: "CEOs Beware:
Congress At Work"
-
February
27, 2007 Associated Press (as published by Forbes): "Q&A:
Upside to Executive Pay Votes"
-
February 26, 2007 Wall Street Journal:
"Shareholders Push For Vote on Executive Pay"
-
February 26, 2007 Financial Times: "Whatever next: the US eyes up
European models"
-
February
20, 2007 Associated Press (as published by Forbes):
"Frank: Exec Pay Legislation Coming Soon"
-
February 15, 2007 Washington Post:
"Score One for Dissent | Aflac to Be 1st U.S. Firm to Allow Advisory
Votes on Pay"
-
February 13, 2007 Compliance
Week: "Activists Have Sudden Outbreak Of Dialogue"
-
February 9, 2007 Associated Press (as published by Forbes):
"Is This Year to Burst CEO Pay Balloon?"
-
February 9, 2007 Global Proxy
Watch: "Say on Pay"
-
December 17, 2006 New York Times: "A
Sneak Preview of Proxy Battles"
♦♦♦
Marketplace Validation Processes
♦♦♦
Shareholder Proposals
to Adopt Advisory Voting
The articles and correspondence records below refer to a
shareholder proposal for the adoption of advisory voting submitted to
AT&T. The company's management had in December 2006 requested a "no
action" letter from the SEC for an exception from the rule requiring
presentation of shareholder proposals for voting at annual meetings.
The SEC staff rejected management's arguments in February 2007.
Note: Cornish F. Hitchcock, the attorney
representing the shareholder proponent in communications with the SEC, is
a member of the Advisory Panel of the Options Policies Forum. |
-
December 17, 2006 New York Times: "A
Sneak Preview of Proxy Battles"
-
January 21, 2007 New York Times: "Roadblocks to Greater Say on Pay"
-
March 6, 2007 New York Times:
"AT&T Investors Will Have Their Say" and
March 7, 2007 Financial Times:
"AT&T forced to allow pay vote"
-
Records of SEC correspondence
-
December 19, 2006 letter
from Gibson Dunn & Crutcher on behalf of the company's management (23
pages, 1,652 KB, in
PDF
format)
-
January 19, 2007 response
letter of Cornish F. Hitchcock on behalf of shareholder proponent (7
pages, 555 KB, in
PDF
format)
-
February 19, 2007 "Response
letter for AT&T shareholder proposal" from the Office of Chief Counsel in the
Division of Corporation Finance of the United States Securities and Exchange
Commission (2
pages, 93 KB, in
PDF
format)
♦♦♦
Proposed Legislation to
Adopt Advisory Voting
House Committee
Hearings
Lucian A. Bebchuk, March 8, 2007
written testimony prepared for the House Committee on Financial Services (25
pages, 404 KB, in
PDF
format) *
Stephen M. Davis, letter dated
March 8, 2007 to the Honorable Barney Frank, Chairman, House Committee on
Financial Services *
-
House Committee on Financial Services,
March 1, 2007: H.R. 1257, the “Shareholder Vote on Executive Compensation Act”
* Provided by the Forum
participant with permission to distribute, as prepared for submission to the
House Committee on
Financial Services in association with the author's requested testimony at
a full Committee hearing on March 8, 2007.
Records of the hearing, including the final versions of statements
submitted by these and other witnesses and Congressmen, can now be downloaded
from the Committee's web site:
-
Nell Minow, Editor, The Corporate Library
-
Lucian Bebchuk, Professor, Harvard Law School
-
Stephen M. Davis, Fellow at Millstein Center for Governance and Performance
-
Richard Ferlauto, Director of Pension and Benefit Policy, AFSCME
-
Steven N. Kaplan, Neubauer Family Professor of Entrepreneurship and Finance
University of Chicago Graduate School of Business
-
John J. Castellani,
President, Business Roundtable
-
Congressman Neugebauer
-
Congressman Gillmor
♦♦♦
Examples
of Compensation Reports
United Kingdom
-
Anglo American plc,
Remuneration report (excerpted from Annual Report 2005; total file18 pages,
358 KB, in
PDF
format)
-
Hiscox, plc, Annual Report 2004
(for remuneration report, see pages 18-20; total file 64 pages, 1,854 KB, in
PDF
format)
-
United Utilities,
Directors' report and Directors' remuneration report (excerpted from
Annual Report & Accounts 2006; for remuneration report, see pages 41-55;
total file18 pages, 120 KB, in
PDF
format)
United States
See summaries of major companies' 2007 reports with links to SEC filings
of proxy statements:
See also commentaries on
corporate reporting under new SEC rules:
|