Exequity
  • Home
  • Advisory Services
  • Consultants
  • Newsroom
  • Careers
  • Contact

Why Do ISS Recommendations "Against" Say on Pay Spike in June?

5/6/2025

 
ISS recommendations “Against” say-on-pay proposals follow a predictable pattern: Recommendations “Against” spike each June.

Why?
​
Exequity examines this trend—the June Phenomenon—in this Client Briefing. The cause of the spike in June is unclear, but the findings raise questions as to why it occurs.

Click here to download the Client Briefing in PDF.

Bouncing Back From Low Say-on-Pay Vote 2019

9/16/2019

 
This Client Briefing looks at the steps companies should consider if they had a low or failed Say-on-Pay (SOP) vote in 2019. The Client Briefing discusses SOP vote results among the Russell 3000 as well as gives examples of companies whose SOP votes failed in 2018, yet were able to secure approval above the average 90.9% support level in 2019.

Click HERE to download the PDF.

Bouncing Back from a Low Say-on-Pay Vote

8/28/2018

 
If your company's Say-on-Pay (SOP) vote received low support (below 70% for ISS and below 80% for Glass Lewis), your company will need to respond appropriately in next year's proxy or face even lower support and, possibly, vote recommendations against directors.

This Client Briefing looks at what the proxy advisors want to see in your next proxy if your company received low support on its SOP vote, outlines a typical response plan, and suggests ways to ensure your company is viewed as being responsive to the low SOP vote in next year's proxy. Finally, summary statistics for Russell 3000 companies from 2012—2018 are provided, which detail the average and median SOP vote support levels, a breakout of the SOP vote support levels (including the SOP failures rates), and ISS vote recommendations for and against SOP proposals.

Download Client Briefing (PDF)

ISS Issues Draft 2013 Policies

10/25/2012

 
On October 16 2012, ISS issued draft 2013 Policies for comment. Comments can be submitted through October 31, 2012. The draft policies include several proposed revisions to ISS's Management Say-on-Pay proposal policy as well as several other draft policies that could impact compensation. This Client Alert sumamrizies these draft policy changes, details the questions ISS has posed for comment and shares Exequity's thoughts on these draft 2013 Policies.

Download Client Alert (PDF)

Failed Say-on-Pay Votes: A Road Map to Recovery

10/9/2012

 
On October 9, 2012, Bloomberg BNA's Pension & Benefits Daily published this article by Exequity's Ed Hauder. The article looks at companies whose say-on-pay (SOP) votes failed in 2011 and have reported their SOP votes for 2012, some of the actions these and other companies with failed SOP votes can take to turn things around, as well as the success this group of companies had with their 2012 SOP votes, and includes charts looking at 2011 and 2012 SOP votes, change in CEO total compensation, and TSR and percentile rank against companies' GICS groups.

Download Article (PDF)

Evaluating MSCI Inc. Under ISS's Pay-for-Performance and Say-on-Pay Policies

4/24/2012

 
ISS's parent, MSCI Inc., filed its proxy March 19, 2012 for its annual shareholder meeting on May 2, 2012. ISS has indicated that it will not issue one of its Proxy Reports for MSCI as that would present a conflict of interest. Without an ISS Proxy Report, we will not know how MSCI would fare under ISS's revised Pay-for-Performance (P4P) and Say-on-Pay (SOP) policies for 2012. Given that Exequity has conducted a significant number of P4P analyses in light of ISS's 2012 P4P and SOP policies, we thought we could address this gap by offering our assessment of MSCI on these issues. This Client Alert contains our summary review of MSCI's compensation practices as disclosed in its proxy statement as well as a report detailing Exequity's estimated P4P Analysis for MSCI.

Download Client Alert (PDF)

SEC Adopts Final Rules on Shareholder Approval of Executive Compensation and Golden Parachute Compensation

2/3/2011

 
This Client Alert provides an overview of the changes made in the final rules (from the proposed rules) with respect to Say on Pay, Say When on Pay and Say on Golden Parachutes, reviews the current environment with respect to company responses, briefly discusses implementation issues, and provides an update on SEC Regulatory action on other executive compensation provisions in Dodd-Frank.

Download Client Alert (PDF)

SEC Proposes Rules Regarding Shareholder Approval of Executive Compensation and Golden Parachute Compensation

11/5/2010

 
This Client Alert discusses the SEC's recently proposed rules to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act with respect to: Say on Pay-nonbinding shareholder advisory vote on the executive compensation disclosures in the proxy; Say When on Pay-nonbinding shareholder advisory vote on the frequency with which shareholders will vote on the executive compensation disclosures; and Say on Golden Parachutes-disclosure and nonbinding shareholder advisory vote on golden parachute arrangements when shareholders are asked to approve a merger or other corporate transaction. The Alert also discusses implementation issues and practical considerations, including those pertinent to determining a board recommendation with respect to the Say When on Pay vote.

Download Client Alert (PDF)

Say on Pay (and Evaluating the Impact of Shareholder Advisory Groups)

6/16/2010

 
Robbi Fox and Ed Hauder will co-presented, Say on Pay (and Evaluating the Impact of Shareholder Advisory Groups, at Equilar's 2010 Executive Compensation Summit.

Download Presentation (PDF)

    Subscribe to Exequity's Publications

    Lists*


    Learn more about Exequity publications an thought leadership 

    Categories

    All
    162(m)
    409A
    CEO Pay
    Change In Control
    Clawback
    Client Alert
    Client Briefing
    Client Update
    Compensation Design
    COVID 19
    Director Compensation
    Disclosure
    Dodd Frank
    Equity Plans
    ESG
    EVA
    FASB
    Glass Lewis
    Hedging
    Incentive Plan
    Insider Trading
    ISS
    Monte Carlo Simulations
    NQDC
    Pay For Performance
    Regulations
    Say On Pay
    SEC
    Speech
    Study
    Tax
    TSR

Services

Compensation Benchmarking, Program Design
Technical, Governance, Compliance
Transactions and Transitions

Company

Consultants
Newsroom
Exequity Tearsheet (PDF)

Contact

Careers
Offices

© COPYRIGHT 2025. EXEQUITY LLP. ALL RIGHTS RESERVED.
  • Home
  • Advisory Services
  • Consultants
  • Newsroom
  • Careers
  • Contact