Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE

We have taken another  look at the results of the say-on-pay frequency vote for issuers with a market cap of under $250 million and greater than $50 million.  It is still not possible to draw any firm conclusions as to whether smaller issuers will enjoy a higher probability of success recommending a triennial vote than larger issuers.  The reasons is issuers reporting in this segment still seem to be subject to controlling shareholders.

Recently, Biodel Inc., with a market cap of $53 million recommended, and had approved, a triennial frequency.  Officers and directors control about 20% of the stock with 15% held by institutions.

Alico Inc. recommended a triennial vote but their shareholders expressed an interest for an annual vote.  It looks like Alico forgot to check with its 50%+ controlling shareholder before making a recommendation.

Tellular (market cap $102.8 million, institutional ownership of 39%, insider ownership of 16%) and Daily Journal (market cap $100.1 million, institutional ownership of 7% and insider control of 29%) have succeeded in having triennial frequency votes approved.

On the other side of the ledger, Insteel Industries (market cap of $220.1 million, institutional ownership 74% and insider control of 9%) saw its shareholders express an interest for an annual frequency even though the board recommended triennial.

One interesting result we noted was NCI Building Systems.  Preferred Stock of that company is owned by Clayton, Dubilier & Rice.  While the preferred stock voted to approve executive compensation, the common stockholders voted resoundingly against it.

Check frequently for updates on the Dodd-Frank Act and other important securities law matters.