Glass Lewis Will Include Company Feedback In Proxy Reports

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On April 2, 2020, Glass Lewis announced a significant change to the manner in which it conducts its business. It will now include company feedback in its proxy reports without any rebuttals or other statements made about such company statement. The full text of the Glass Lewis announcement is at https://www.glasslewis.com/report-feedback-statement-included-with-research/

Companies will now have 7 days after Glass Lewis publishes its report to provide feedback. Feedback can be provide using Glass Lewis’ Report Feedback Statement webpage (https://www.glasslewis.com/report-feedback-statement/). Glass Lewis will then republish its proxy report and include the statement from the company.

Given that Glass Lewis has changed its peer group methodology for the 2020 proxy season, we may see more companies provide feedback this year as the change in peer groups may be dramatic and could have implications for the letter grades Glass Lewis assigns companies under its pay-for-performance analysis as part of its Say-on-Pay vote recommendation process.

I applaud Glass Lewis for taking this step and hope their subscribers will take company feedback provided seriously. At the same time, companies should provide feedback only where warranted and where specific issues have been identified. If both do so, it should help ensure that company feedback becomes a meaningful part of the Glass Lewis proxy reports.

Exequity Is Tracking Pay Changes Due to COVID-19

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On April 2, 2020, Exequity issues a new Client Alert, How COVID-19 Is Impacting Pay (available at https://www.exqty.com/newsroom/how-covid-19-is-impacting-pay), which looks at the disclosures from companies that have changed their pay programs through April 1, 2020, because of the COVID-19 crisis. Exequity will also update the statistics included in that Client Alert. Exequity will post updated statistics regarding such changes to its website at https://www.exqty.com/newsroom/covid-19-impact-on-pay-summary-statistics.

As You Sow Releases 2019 Annual Report on Overpaid CEOs

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As You Sow published its annual report on the Top 100 Overpaid CEOs among S&P 500 companies on February 21, 2019. As you might expect, the report details those companies who in As You Sow’s view have overpaid CEOs.

https://www.asyousow.org/report/the-100-most-overpaid-ceos-2019/

Key findings of the report:

  • Large institutional shareholders are opposing more CEO Pay packages by voting Against Say-on-Pay votes
  • The number of companies where a large number of shares were voted Against the CEO pay package has increased
  • Companies that As You Sow’s first report 5 years ago identified as Overpayers have underperformed the S&P 500

The report also includes many helpful charts and graphs looking at institutional shareholders and how they have reacted to CEO pay and their votes against CEO pay packages.

Incentive Plan Changes Making News

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We are on the cusp of the 2019 proxy season. Reporters are getting geared up to review the proxy statements of large, household named, public companies and report what they discover. Ahh, the sweet smell of anticipation! A heady aroma of blood, sweat, tears, and a bit of nervousness?

In any event, reporters got started a bit early this year (and who could really blame them given what companies have already disclosed). There have been a number of stories that look at changes in incentive plans that have been announced by companies so far in 2019:

  • Shell–will link high-level employee pay to carbon reduction targets after engaging with shareholder activist Climate Action 100+
  • BP— will factor greenhouse gas emission reductions into rewards for 36,000 employees worldwide after engaging with Climate Action 100+
  • Chevron— plans to set greenhouse gas emissions targets and tie executive compensation and rank-and-file bonuses to the reductions
  • Facebook–plans to incorporate social issue-related metrics into its employee bonus program to reflect updated company goals; none of the factors reportedly will have pre-assigned weightings or monetary values attached to them, instead Committee will use discretion to determine performance.
  • Goldman Sachs–announced that as a result of the on-going investigation into the Malaysian investment fund if the investigation reveals information that would have impacted the company’s year-end compensation decisions, the Committee may reduce or clawback the executives’ 2018 year-end equity awards.

All of the above companies are in a similar situation–events outside of their immediate control (shareholder activists or the media) caused them to revise how they will measure compensation. As shareholder activism increases and the notion of what is good for our society under goes a shift as younger folks begin taking over key roles in society, we are likely to see this trend continue.

Consequently, companies should keep a close eye on emerging issues in their industry and the broader market, identifying those that may require changes to their compensation plans and designs, and keep a “work in progress file on how such changes potentially could be made as well as potential implications for the company of both making and not making such changes. For companies with the foresight to do such planning, they will be rewarded with the ability to better respond to changing events more rapidly, instead of floundering for a bit to find the path that best suits the company’s long-term, strategic goals.