Several companies have gone on the offensive this year when ISS issued negative vote recommendations against their proxy proposals, especially in the context of failing the ISS pay-for-performance policy. These companies include Hewlett Packard, Headwaters, Disney and Tyco International. These companies waited for ISS to issue its negative vote recommendation and then filed additional supplemental proxy materials which were then used in contacting their top shareholders and lobbying for their support of the proposals. In one instance I’m aware of, the one-on-one lobbying had a dramatic impact on the voting and the company prevailed on its say on pay proposal as a result.
Here are links to the supplemental materials that each of these companies filed:
- Link to Disney’s additional proxy materials:
http://www.sec.gov/Archives/edgar/data/1001039/000119312511053723/ddefa14a.htm - Link to Headwaters’ additional proxy materials:
http://www.sec.gov/Archives/edgar/data/1003344/000119312511034879/ddefa14a.htm - Link to Tyco International’s additional proxy materials:
http://www.sec.gov/Archives/edgar/data/833444/000110465911008794/a11-6432_1defa14a.htm - Link to Hewlett Packard’s additional proxy materials:
http://www.sec.gov/Archives/edgar/data/47217/000110465911013713/a11-7793_1defa14a.htm