"Disclosure Considerations after a Low / Failed Say-on-Pay Vote" from Argyle identifies the factors ISS and Glass Lewis consider and disclosures they look for following a “low” (ISS: less than 70%; Glass Lewis: less than 80%) or failed say-on-pay vote, and proxy statement examples that illustrate proxy advisor-responsive or proactive disclosure consistent with those expectations.
Sample disclosures encompass:
- Presenting Compensation in the Proxy Summary
- Shareholder Outreach
- Changes Made as a Result of Shareholder Outreach
- Letter from the Compensation Committee
- Appropriately Challenging Goals
- Clear Link Between Compensation Program and Strategy
- Scorecard to Highlight NEO Performance
- CEO Achievements Over Time
Access additional information & resources on our Say-on-Pay, Proxy Advisors and Annual Meeting/Proxy Statement pages. This post first appeared in the weekly Society Alert!