The Shareholder ForumTM


"Say on Pay" Proposals

Forum Home Page

"Say on Pay" Home Page

Program Reference


For the press release referenced in the article, which includes a list of companies that had voluntarily adopted "Say on Pay" voting as of March 1, 2010, see


RiskMetrics (f/k/a Institutional Shareholder Services - "ISS") Governance Blog, March 4, 2010 article



Has 'Say on Pay' Reached a Tipping Point?

Seven more large-cap firms have agreed to hold advisory votes on executive compensation, according to “say on pay” proponents.  

The companies include Capital One, which included a management-sponsored vote in its preliminary proxy statement for its April 29 annual meeting.  Morgan Stanley has reached a tentative agreement with proponents to conduct a pay vote this year, according to Calvert Asset Management, while U.S. Bancorp has told Walden Asset Management that it will hold a 2010 advisory vote. All three firms held mandatory pay votes last year when they were participants in the U.S. government’s Troubled Asset Relief Program (TARP), and received more than 90 percent support for their pay practices.
Fifth Third Bancorp has agreed to continue holding advisory votes after it exits the TARP program, proponents said. Another recent adopter is consumer products firm Colgate-Palmolive, which announced it would hold its first advisory vote on May 7 and then every two years. In addition, Sun Trust Banks and Honeywell International have recently reached agreements to hold advisory votes, proponents said.    
Overall, at least 56 U.S.-based companies have held voluntary “say on pay” votes or have agreed to do so, according to data collected by RiskMetrics Group’s ISS Governance Services unit.

“It’s been a natural evolutionary process for companies to embrace a relatively new idea like ‘say on pay.’ But now we are reaching the tipping point,” Timothy Smith, senior vice president at Walden, said in a press release this week. “Less than a year ago, only a handful of companies had adopted the vote. Now more than 50 companies have agreed to do so, with more stating a higher comfort level with the concept.”




This Forum program is open, free of charge, to anyone concerned with investor interests relating to shareholder advisory voting on executive compensation, referred to by activists as "Say on Pay." As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

The organization of this Forum program was supported by Sibson Consulting to address issues relevant to broad public interests in marketplace practices, rather than investor decisions relating to only a single company. The Forum may therefore invite program support of several companies that can provide both expertise and examples of performance leadership relating to the issues being addressed.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.