We found four issuers that reported the results of their annual meeting on Form 8-K today. The most notable development was 53% of Jacobs Engineering’s shareholders voted against executive compensation on the say-on-pay vote. Jacobs must have seen it coming because they filed additional solicitation materials further explaining one time grants of restricted stock to its named executive officers for retention purposes. The proxy statement discloses the grant to the CEO had a value of $2,121,500. Perhaps the situation could have been avoided if disclosures akin to the additional solicitation materials were highlighted in the proxy statement—the CDA had only a perfunctory overview and the grants were otherwise barely addressed. Or perhaps it was one of those situations where ISS was not going to budge.
The other notable development was all four issuers requested a triennial vote frequency and only one, Sally Beauty, succeeded in obtaining shareholder support. Sally Beauty may have been successful because of its relatively low market cap ($2.4 billion), lower institutional ownership (51%) and fewer broker non-votes (5%). In addition, Sally Beauty’s shareholders seem extraordinarily comfortable with its executive compensation as less than one percent voted against the say-on-pay resolution.
Results to date suggest, with a mere 11 reported results, that issuers with a market cap of over $2. billion and greater than 50% institutional ownership are going to have difficulty in achieving shareholder support for a triennial vote. For those who want to proceed with a triennial recommendation consider the following math, adapted to your historic voting results. Perhaps only 85% of shares will be represented at the meeting and of those perhaps 15% will be broker non-votes. Up to 5% may vote for a biannual frequency or abstain. That leaves 65% of the outstanding shares available to be voted for a triennial frequency and you will want strong support from this group.
Details of today’s results are as follows:
Jacobs Engineering
53% voted against the say-on-pay resolution. The board recommended a triennial frequency and the results were: 67% annual; 2% biannual; 29% triennial, 1% abstain. Other factors: 80% institutional ownership; 6% held by insiders; market cap $6.3 billion; 15% broker non-votes.
Woodward Inc.
6% voted against the say-on-pay resolution. The board recommended a triennial frequency and the results were: 56% annual; 4% biannual; 39% triennial, 1% abstain. Other factors: 66% institutional ownership; 1% held by insiders; market cap $2.3 billion; 13% broker non-votes.
Air Products
14% voted against the say-on-pay resolution. The board recommended a triennial frequency and the results were: 60% annual; less than 1% biannual; 39% triennial, less than 1 % abstain. Other factors: 87% institutional ownership; less than 1% held by insiders; market cap $18 billion; 7% broker non-votes.
Sally Beauty
Less than 1% voted against the say-on-pay resolution. The board recommended a triennial frequency and the results were: 36% annual; less than 1% biannual; 62% triennial, 1% abstain. Other factors: 51% institutional ownership; 3% held by insiders; market cap $2.4 billion; 5% broker non-votes.
Market cap and institutional ownership staistics were derived from money.cnn.com.
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