Willis Towers Watson's "US Executive Pay Votes - 2019 proxy season review" largely echoes Semler Brossy's recent report (which we reported on here) on a number of key say-on-pay stats for the Russell 3000 for the 2019 proxy season including the adverse impact of a negative ISS recommendation, which equated to an average 30% decline in shareholder support compared to a favorable ISS recommendation. The overall rate of ISS negative vote recommendations among the Russell 3000 has held steady at 12% - 14% for the past five years.
The report indicates that 13% of companies receiving a negative ISS recommendation also had a “withhold” recommendation on their compensation committee members - which was most commonly triggered by an alleged lack of responsiveness to a previous say-on-pay vote, and 21% of compensation committee members at companies that failed say-on-pay also received a negative vote recommendation from ISS. The difference in average support for compensation committee members with an ISS "withhold" recommendation vs., a positive recommendation was significant, i.e., 53% average support with a withhold recommendation vs. 88% average support with a positive recommendation.
The report includes an abundance of data from the 2019 season on say-on-pay, say-on-golden parachute, and equity plan proposals.
Access additional resources on our Say-on-Pay and Proxy Season 2020 pages. This post first appeared in the weekly Society Alert!