61 Companies See Failing Say-on-Pay Votes in 2015

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By Che Odom

Jan. 29 — Sixty-one companies failed say-on-pay in 2015, the highest number of negative votes in any year since they were first required to be held in 2011, a new report finds.

Semler Brossy Consulting Group examined vote results at Russell 3000 companies last year and discovered that 2.8 percent of them saw negative say-on-pay shareholder votes, according to its report released Jan. 27.

The next highest failure rate of 2.6 percent occurred in 2012, while 2014 recorded a failure rate of 2.4 percent, the report said.

The good news for companies is that an overwhelming majority of them—97.2 percent—registered positive votes, the report said. On average, 91 percent of shareholders voted to approve executive compensation plans last year, it added.

Under the Dodd-Frank Act, public companies are required to hold advisory shareholder votes on executive compensation packages and file the results with the Securities and Exchange Commission.

Of companies that have held votes every year since 2011, most have passed all five years, the report said. Roughly 9 percent of issuers have failed at least once.

To contact the reporter on this story: Che Odom in Washington at codom@bna.com

To contact the editor responsible for this story: Yin Wilczek at ywilczek@bna.com

Sampling of Companies That Failed Say-on-Pay in 2015
Name Industry CEO Top Institutional Investors
BankUnited Inc. Financial Services John Adam Kanas Wellington Mgmt. Grp., Vanguard, BlackRock
Biglari Holdings Inc. Hotels & Leisure Sardar Biglari Oz Mgmt., BlackRock
Celadon Group Road & Rail Paul A. Will BlackRock, Wellington Mgmt. Grp.
Fidelity National Financial Inc. Financial Services Raymond R. Quirk William Foley, Raymond Quirk, Frank Willey
Hain Celestial Group Food Products Irwin David Simon BlackRock, Vanguard
Kate Spade & Co. Retail Craig A. Leavitt Goldman Sachs Grp., FMR
Nuance Communications Inc. Software Paul A. Ricci Icahn Assocs. Holding, Clearbridge
Shutterfly Inc. Technology Jeffrey T. Housenbold Primecap Mgmt., Fine Capital Partners
TiVo Inc. Software Thomas S. Rogers Putnam Invest., Vanguard, BlackRock
United Therapeutics Corp. Biotechnology Roger A. Jeffs BlackRock, Fidelity Mgmt. & Research
Walter Energy Inc. Mining Walter J. Scheller III Alden Global Capital, CalPERS
Sources: Bloomberg & Semler Brossy Consulting Group