Tag Archive: Say on frequency

Governance By Numbers

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The governance community is waiting for the other shoe to drop. Amid proxy filings and annual meetings, directors are looking to the SEC for final rules on whistleblower provisions, proxy access, and compensation consultant disclosures. The following is a mid-proxy season recap, or “governance by numbers”:

The U.S. Congress finally came to an agreement on the federal budget. This included funding for the SEC, a topic that has been widely discussed.

  • $1.19 billion: SEC Budget for 2011 fiscal year
  • $74 million: Increase in budget over 2010 fiscal year
  • $1.3 billion: 2011 fiscal year allotment for SEC as requested by Dodd-Frank

For the first time, say-on-pay votes are currently being considered at public companies:

  • 90.7%: Average approval from shareholders on say-on-pay votes, according to ISS
  • 5: Number of companies that have failed to win majority support for say-on-pay votes
  • 10%: Percentage of reviewed management proposals that have received a “no” recommendation from ISS and Glass Lewis

Also for the first time, say-on-frequency votes are up for discussion at public companies:

  • 521: Number of companies recommending an annual vote
  • 440: Number of companies recommending a triennial vote
  • 87%: Percentage of shareholder that support an annual vote, according to Pearl Meyer & Partners
  • 32%: Success rate at companies that recommended annual votes, according to ISS

On April 7, the U.S. Federal Court of Appeals heard oral arguments on the lawsuit brought by the Business Roundtable and the U.S. Chamber of Commerce against the SEC’s final rule on proxy access. The presiding judges questioned the potential impact of the rule. According to arguments from SEC assistant general counsel Randall Quinn:

  • 51: Estimated number of proxy contests this year
  • 57: Amount of proxy contests in 2009
  • 2/3: Proportion of companies that do not have shareholders with the necessary 3% stake

Stay current on the most recent developments with NACD Directors Daily and our new BoardVision series.