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Continuing Developments in the 2012 Proxy Season:
May 08, 2012
Editor’s Note: The following post comes to us from Stuart N. Alperin and Regina Olshan, partners in the Executive Compensation and Benefits group at Skadden, Arps, Slate, Meagher & Flom LLP, and is based on a Skadden alert. This alert is the second in a series; the prior alert is available here.
As we continue to monitor developments in the unfolding 2012 proxy season, here are some key themes that have emerged thus far:
What are the overall vote results?
Of the first 180 companies of the Russell 3000 to report the results of say-on-pay proposals, approximately:
- 65 percent have passed with more than 90 percent support;
- 25 percent have passed with between 70.1 percent and 90 percent support;
- 8 percent have passed with between 50 percent and 70 percent support;
- 2 percent (three companies) obtained less than 50 percent support — Actuant and International Game Technology were discussed in our prior mailing and KB Home is discussed below. In a vote result reported after the cutoff date for the calculations above, news reports indicated that Citigroup Inc.’s say-on-pay proposal received 45 percent of votes cast, making it the fourth company (and the largest company) whose say-on-pay proposal has received less than 50 percent support this year.
Thus far, these percentages are not materially different from the full-year results for the 2011 proxy season.
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