Monthly Archives: March 2011

SAY-ON-PAY IS HERE!


On January 25, 2011, the SEC finalized its regulations regarding shareholder influence on executive compensation practices.  This action referred to as “SAY-ON-PAY”  is required by all U.S. public companies (over $75M in market float).  This is a non-binding advisory vote of the shareholders, but the implications on how the shareholder’s regard the company’s executive compensation can be significant.

The SEC is requiring two votes:

  • “SAY-ON-PAY”  — This is a simple APPROVE OR DISAPPROVE of the company’s total compensation program for the Named Executive Officers.
  • “SAY-ON-WHEN” — This is a vote to determine how often the Say-on-Pay will be put to a shareholder vote.  The choices are:
    • Annually
    • Bi-annual (every 2 years)
    • Tri-annual (every 3 years)

As of early February, most Boards were recommending a 3 year SAY-ON-WHEN cycle, but shareholders are voting for 1 year cycle.  However, over 95% of the shareholders were voting to APPROVE the company’s executive compensation program.

To learn more about this issue, please see the attached presentation, given by the Wilson Group in a Webinar sponsored by WORKSCAPE on March 24, 2011.  Or, contact us if you would like to discuss your situation further.  We are here to help.

Say-On-Pay Webinar – Wilson Group – Workscape March, 2011