- Tax Gross-Ups: Nearly 40 companies coach outlet oakley sunglasses men, including companies such as AT&T and OfficeMax, eliminated excise tax gross-ups (either from existing or future arrangements);
- Clawback Provisions: Of 79 companies disclosing clawback provisions for their named executive officers, 34 adopted or enhanced these provisions recently;
- Disclosure: Use of executive summaries more than doubled, from 30 companies last year to 64 companies this year; and
- Disclosure: Several companies, including Kimberly Clark and Lockheed Martin oakley sunglasses men, enhanced their pay-for-performance discussion by adding a comparison of Total Shareholder Return (TSR) vs. CEO pay at the beginning of the CD&A.
A quick refresher: Regulations related to the Dodd-Frank Act requires companies to hold non-binding shareholder votes on their executive pay programs (i.e. oakley sunglasses men, “say on pay”), the frequency of future say-on-pay votes (what some refer to as “say on frequency”), and golden parachute payments in the event of a transaction (uh, “say on golden parachutes”).
Other proxy observations from ClearBridge include:
At the time, only one Fortune 500 company (among 30 filers) had failed to receive majority shareholder support (”say on pay”) of their executive compensation program, (and the vote was relatively close: 45 percent “for” votes and 55 percent “against” votes). Today coach outlet, 93 percent of filers (at all sizes of publicly listed companies) have received majority shareholder support for executive pay programs.
One of the biggest changes in the past two months of filings relates to the frequency of say on pay votes. Early filers showed a preference for triennial votes; today, there appears a stronger preference for annual say-on-pay votes, especially at larger companies. Among the first 30 Fortune 500 proxy filings, just 40 percent recommended annual votes; among the next 70 filings, 71 percent recommended annual votes, Miller reports.
Two months ago, I checked in with Russ Miller at ClearBridge Compensation Group for assessment of how Dodd-Frank compliance issues were playing out in the first batch of proxy filings.
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