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2020 Proxy Season: Say-on-Pay

By Randi Morrison posted 08-04-2020 09:09 PM

  

This table from Sullivan & Cromwell's "2020 Proxy Season Review Part 2—Say-on-Pay Votes and Equity Compensation" captures the voting implications of the 2020 proxy season say-on-pay story, with ISS recommendations continuing to significantly influence shareholder support:

The memo includes an appropriately robust discussion of ISS's approach - as applied in 2020 - to analyzing executive pay for purposes of its voting recommendations, with the pay-for-performance assessment remaining a key factor. The most common qualitative factor contributing to negative vote recommendations among the S&P 500 was the inclusion of limited, opaque, or undisclosed performance goals.

The data on equity compensation plan proposals generally reveals significant shareholder support, albeit nearly a nearly 20% swing in average support depending on the ISS vote recommendation.

          See our recent report: "Proxy Season Shareholder Proposal Review" and additional resources on our Say-on-Pay and Proxy Advisors pages.

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