Publications

A Closer Look at Negative Say-on-Pay Votes During the 2011 Proxy Season

July 2011
The Conference Board

More than 2,200 Russell 3000^® Index companies have held say-on-pay votes in accordance with the Dodd-Frank Act during the 2011 annual meeting season. This report analyzes the results of votes held this year through June 17, 2011 across several metrics. In particular, the focus is on companies that received negative shareholder votes and/or negative recommendations by proxy advisory firms on their say-on-pay proposals. It also examines the implications of failed say-on-pay votes for companies, their boards (including their compensation committee members), and their consultants, and offers suggestions for responding to and mitigating the risk of a negative vote or recommendation.