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The following Shareholder Support Rankings compare the 2012 vote addressed in the article with the company’s 2011 voting results.

Shareholder Support Rankings

Votes for Management Compensation

Shareholder Support Rankings™ are based on total voting rights for all classes of stock as of record date. "Absent" votes include abstentions, broker non-votes and shares not present. All data is from SEC filing records of subject companies, provided according to Shareholder Forum specifications by Morningstar, Inc.

Ó Copyright 2012 The Shareholder Forum, Inc.


Financial Times, April 29. 2012 article


Financial Times > Companies > Financials >

Financial Services


Last updated: April 29, 2012 11:25 pm

Only a small majority of shareholders voted in favour of the pay of top executives at NYSE Euronext, the global exchange operator, in the latest sign of rising shareholder discontent with executive pay.

Nearly 43 per cent of shareholders voted against approving the group’s executive pay at the annual meeting on Friday, according to a company statement. Just 0.5 per cent of shareholders abstained. The “say on pay” vote, adopted last year by shareholders, is non-binding.

Executive pay policies were voted down at Citigroup, KB Home, International Game Technology, and two other US groups this year. Other financial groups, such as Barclays in the UK, have faced significant investor unrest on the issue in recent weeks. However, only 9 per cent of the 262 US companies in the Russell 3000 index that have held “say on pay” votes this year received less than 70 per cent support, according to a survey last week by Semler Brossy, an executive compensation consultancy. Nearly three-quarters have received 90 per cent support.

Going into the vote at NYSE Euronext, proxy advisers Glass Lewis and Institutional Shareholder Services both expressed concern that the $9m Duncan Niederauer, chief executive, received in 2011 in base salary and bonuses did not match the group’s performance. ISS said his pay was 1.8 times the median in NYSE’s peer group.

The company has responded by arguing that the peer group of other exchanges considered was not a fair one, given NYSE’s shift to becoming more of a branded technology company, and that total shareholder return was not a sufficient measure of the group’s performance.

NYSE Euronext, like other exchanges, is trying to stem a decline in trading activity. Though a proposed merger with Deutsche Börse failed, the board has said it is sticking with Mr Niederauer as it expands into US futures trading, European clearing and global technology via its data centres. The company has set a target of $1bn in tech turnover by 2015. “We are grateful that our shareholders have approved the say-on-pay advisory resolution, mindful of the fact that there are some reservations, and we will continue to engage on this matter and others,” NYSE Euronext said.

Already, NYSE has already made several changes to its 2012 pay policies. Mr Niederauer’s change-in-control “tax gross up”, which would have been activated by the merger, was eliminated. NYSE also included a new “formulaic performance-based element”.

Mr Niederauer received 89 per cent of shareholder votes in support of his board membership.

Pay has been a sensitive matter for the New York Stock Exchange in recent history. In 2006 a former chief executive, Richard Grasso, was forced to return pay by Eliot Spitzer, the then-New York state attorney-general.

© The Financial Times Ltd 2012




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