This table from Sullivan & Cromwell's "2019 Proxy Season Review Part 3—Say-on-Pay Votes and Equity Compensation" captures the voting implications of the 2019 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 2019 - to analyzing executive pay for purposes of its voting recommendations, with the pay-for-performance assessment being the most impactful factor. Based on the firm's analysis, the relative (i.e., to the ISS-determined peer group) degree of alignment of CEO pay and TSR over three years is the main driver for ISS's recommendations and overall voting results. The most influential qualitative factor in 2019 was the use (in ISS's judgment) of performance conditions that were not sufficiently rigorous or insufficient disclosure of performance goals.
The data on equity compensation plan proposals generally reveals significant shareholder support.
See our prior reports on the firm's "2019 Proxy Review: Part I" focused on Rule 14a-8 shareholder proposals (here) and "2019 Proxy Season Review: Part 2" focused on ISS negative recommendation impacts (here), and additional information & resources on our Proxy Season page. This post first appeared in the weekly Society Alert!