On April 20, members of the U.S. House of Representatives approved a bill that would provide shareholders of public companies with an advisory vote on executive compensation. H.R. 1257, the “Shareholder Vote on Executive Compensation Act,” was passed by a vote of 269-134.
H.R. 1257 would also provide shareholders with a separate advisory vote on golden parachute compensation. Thus, for example, shareholders would have an advisory vote on the offering of a severance package to a principal executive officer of a company in connection with the sale of the company’s assets.
The Administration opposes the bill, noting in a statement that it “does not believe that Congress should mandate the process by which executive compensation is approved.” The Administration further noted that recent improvements in corporate governance and executive compensation rules need “time to take effect” before additional governance rules are mandated.
Shareholders have an existing mechanism through shareholder proposals to offer advice to its board of directors. The Washington Post recently reported that shareholder proposals relating to compensation include proposals urging directors to strengthen links between pay and performance, proposals urging votes against directors who are on compensation committees, and proposals urging directors to develop compensation practices similar to those of comparable companies.
So far, however, shareholders who have supported say on pay proposals have fallen short of success. Last year was the first year that such a proposal appeared on shareholder ballots. The seven say on pay proposals earned an average of 40% of shareholder votes.
Thus far this proxy season, say on pay proposals have averaged about 41% support at seven meetings, indicating that such proposals have gained little momentum over the last year.