CFO, March 23, 2015 article: "Shareholder ‘No’ Votes on Directors Rise | Equity holders also appear to be increasingly dissatisfied with executive compensation plans" [Statistics indicating declining investor support of corporate management]

The Shareholder Forum^TM`

Fair Investor Access

This public program was initiated in collaboration with The Conference Board Task Force on Corporate/Investor Engagement and with Thomson Reuters support of communication technologies. The Forum is providing continuing reports of the issues that concern this program's participants, as summarized in the January 5, 2015 Forum Report of Conclusions.

Forum distribution:

Statistics indicating declining investor support of corporate management

For the report summarized below, see

March 2015 (First Edition 2015), Broadridge Financial Solutions and PricewaterhouseCoopers ProxyPulse: "2015 Proxy Season Preview | Looking back at the 2014 mini-season and into 2015" (8 pages, 1.2 MB, in PDF format)

Note: As indicated on page 8 of the referenced report, the percentages of "street shares" voted are "based in part on Broadridge’s processing of shares held in street name, which accounts for over 80% of all shares outstanding of U.S. publicly-listed companies."

Source: CFO, March 23, 2015 article

Shareholder ‘No’ Votes on Directors Rise

Equity holders also appear to be increasingly dissatisfied with executive compensation plans.

Matthew Heller

March 23, 2015 | CFO.com | US

Shareholder support for directors and say-on-pay proposals declined in the second half of 2014, according to a new report that shows 344 directors of U.S. public companies failed to win the support of at least 70% of shares voted.

Broadridge Financial Solutions and PwC’s Center for Board Governance found that 125 directors at 45 different companies fell short of majority shareholder approval during the 2014 fall proxy “mini-season,” up from 99 directors at 53 companies in 2013. The survey analyzed data from 1,077 public company shareholder meetings held between July 1, 2014, and Dec. 31, 2014.

“The 70% ‘support’ benchmark is important to many companies and proxy advisors,” Chuck Callan, senior vice president of regulatory affairs at Broadridge, said in a news release.

The data also indicated that low director support is a recurring problem for some companies. One-third of the companies that had a director fail to attain majority support in the 2013 mini-season also had a director fail to obtain majority support in 2014, and 46 companies have now failed to surpass the 70% affirmative threshold for two straight mini-seasons.

On “say-on-pay,” out of 471 companies that had a shareholder vote on their executive compensation plans, 35 failed to attain majority support while the average level of support for pay plans fell to 80% — from 83% last mini-season.

Declines in “say-on- pay” support levels were pronounced at large-cap companies. Whereas in the 2013 mini-season, only one large cap company failed to achieve at least 70% support for say-on-pay, six (17%) fell short of that threshold last year.

Thirty of the 35 companies that failed to win majority support for their plan also had a director election this season. Almost half of those firms had a director who failed to attain at least 70% shareholder support.

Required under Dodd-Frank, say-on-pay votes are nonbinding. However, many companies revamp pay packages after shareholder votes show displeasure with current compensation schemes.

This Forum program was open, free of charge, to anyone concerned with investor interests in the development of marketplace standards for expanded access to information for securities valuation and shareholder voting decisions. As stated in the posted Conditions of Participation, the purpose of this public Forum's program was to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant was expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants. It is a Forum rule that participants will not be identified or quoted without their explicit permission.

This Forum program was initiated in 2012 in collaboration with The Conference Board and with Thomson Reuters support of communication technologies to address issues and objectives defined by participants in the 2010 "E-Meetings" program relevant to broad public interests in marketplace practices. The website is being maintained to provide continuing reports of the issues addressed in the program, as summarized in the January 5, 2015 Forum Report of Conclusions.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to access@shareholderforum.com.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.