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For a previous report of the Disney vote and the RiskMetrics-ISS pro forma calculation for shareholder proposals, see


RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Risk & Governance Blog, March 12, 2009 article








Friday, March 12, 2009

“Say on Pay” Gets 62% Support at Hain Celestial
Submitted by: Ted Allen, Publications

Hain Celestial investors gave 62 percent support to a “say on pay” proposal at the natural food company’s March 11 annual meeting, according to Walden Asset Management, one of the proponents.

The vote surpassed the 45.6 percent support for “say on pay” at Hain in 2008, and is one of the best showings by a shareholder proposal seeking an advisory vote on executive compensation, trailing only the 67.5 percent vote at Sun Microsystems in November, and the 69.6 percent support at Activision in 2007.

After the Hain vote, Tim Smith, a senior vice president at Walden, said proponents will ask the Melville, N.Y.-based company to implement the proposal. Nineteen U.S. issuers have voluntarily agreed to hold annual advisory votes, while several hundred federally supported financial firms will be required to do so this year.

Hain, which took a $20.5 million restatement to account for misdated stock options from 1993 to 2005, has faced investor dissent over its pay practices. In 2008, four compensation committee members received more than 38 percent opposition.

Also this week, a Walden pay vote proposal won 42.3 percent support (based on the votes cast “for” and “against”) at Walt Disney, according to proponents. That result is comparable to the 42.7 percent average support for “say on pay” resolutions at more than 50 U.S. companies in 2008. The March 10 vote at Disney presumably would have been higher but for the media-and-entertainment firm’s relatively large (7.9 percent) insider voting block.

Recent vote results suggest that advisory vote proponents are gaining more support, but they may face a steeper climb at larger firms. Hain has a market capitalization of $476 million, and Sun Micro has a $3.4 billion market cap, while Disney has a stock value of $30.8 billion. Earlier this year, “say on pay” proposals won 44.3 percent support at Deere & Co. ($12 billion market cap) and received a 38 percent vote at Walgreen ($22 billion). However, Smith cautioned that it may be too soon to reach such a conclusion, given the small sample size and the limited proposal filings at small-cap firms.


Copyright © 2007 RiskMetrics Group




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