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Say‐On‐Pay Voting: A Five‐Year Retrospective
Author(s) -
Hemphill Thomas A.
Publication year - 2019
Publication title -
business and society review
Language(s) - English
Resource type - Journals
SCImago Journal Rank - 0.524
H-Index - 21
eISSN - 1467-8594
pISSN - 0045-3609
DOI - 10.1111/basr.12163
Subject(s) - shareholder , voting , executive compensation , corporate governance , accounting , business , consumer protection act , compensation (psychology) , proxy voting , proxy (statistics) , shareholder resolution , law and economics , finance , law , economics , disapproval voting , political science , politics , psychology , machine learning , computer science , psychoanalysis
The Dodd‐Frank Wall Street Reform and Consumer Protection Act, signed into law by President Obama in July 2010, included two significant corporate governance mandates: “say‐on‐pay” shareholder voting and the frequency of such votes among all publicly traded companies. The say‐on‐pay rule requires publicly traded companies subject to proxy rules to offer their shareholders an advisory, or nonbinding, vote at least once every three years on the compensation packages of the most highly compensated executives. The actual data for the first five years of say‐on‐pay voting indicates one intractable conclusion: that shareholder say‐on‐pay voting has not verified what many shareholder activists originally believed, i.e., that the majority of shareholders held similar opinions about business executives being significantly overpaid for their managerial performances. During its first five years in effect, the results of say‐on‐pay voting indicate that shareholders are overwhelmingly satisfied with executive compensation packages, as a 92 percent average shareholder say‐on‐pay approval result (i.e., exceeding 70 percent) among companies listed in the Russell 3000 Index attests.