2013 Proxy Season Results Provide Insight Into Tactics For Winning "Say On Pay" Proposals

NEW YORK, Sept. 12, 2013 /PRNewswire/ -- Georgeson, a Computershare company, has released two reports giving insight into the factors influencing successful and failed "Management Say on Pay" (MSOP) proposals for the 2013 proxy season. This is the third year that such votes have been required under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The two reports, "Facts Behind 2013 Failed Say on Pay Votes" and "Facts Behind 2013 'Turnaround' Success for Say on Pay Votes," address annual shareholder meetings held during the 2013 proxy season. Here are some key findings:

• Fifty four companies had failed MSOP proposals. Many of the failures in 2013 followed poor votes in 2012; in contrast there were 39 "turnaround success" companies that received majority support in 2013 after failing their votes in 2012.
• Several factors influenced the success or failure of MSOP proposals at these companies. Total shareholder return affected results, with increased absolute return contributing to success and lower relative return resulting in failed proposals. Changes in compensation program and positive or negative recommendations from proxy advisory firms also affected results.
• The success of companies with majority support in 2013 after failed votes in 2012 can be attributed to certain key steps including investor outreach programs, engagement with proxy advisory firms, changes to compensation practices and use of a proxy solicitor.

"Our analysis underscores the importance of having a prudent plan for engaging with shareholders and proxy advisory firms, combined with pay changes as appropriate, to prevent poor say on pay vote results," said Rajeev Kumar, Senior Managing Director at Georgeson.

Georgeson's proxy solicitation and corporate governance consulting practices regularly assist companies in positioning their executive compensation proposals for success. For full versions of the two reports, visit www.georgeson.com/sop.

About Georgeson

Georgeson is the world's foremost provider of strategic shareholder services to corporations and shareholder groups working to influence corporate strategy. We offer unsurpassed advice and representation for annual meetings, mergers and acquisitions, proxy contests and other extraordinary transactions. Our core proxy expertise is enhanced with and complemented by our strategic consulting services, including solicitation strategy, shareholder identification, corporate governance analysis, vote projections and insight into investor ownership and voting profiles. Our local presence and global footprint allow us to analyze and mitigate operational risk associated with various corporate actions worldwide. For more information, visit www.georgeson.com.

Contacts:
Ian Eccleston
Georgeson
312 768 5421
ian.eccleston@computershare.com

SOURCE Georgeson