Want a Say on Pay? Cast That Ballot!

Timing may be everything when it comes to say-on-pay policies at major corporations. Fan favorite and cult stock Apple (Nasdaq: AAPL  ) is the latest company to reveal that it will recommend an annual shareholder vote on executive compensation.

This year's proxy season is bound to get interesting.

'Tis the season ... to sound off
The Dodd-Frank Act requires companies to hold say-on-pay votes, so that shareholders can give non-binding responses to their companies' executive compensation policies. It's been interesting to watch companies split into different camps in favor of annual, biennial, or triennial shareholder votes on executive compensation plans.

RiskMetrics Group recently posted late-breaking figures related to companies' say-on-pay recommendations, with Apple emerging in the "vote every year" group. It joins well-known public companies such as Visa (NYSE: V  ) , TD AMERITRADE (Nasdaq: AMTD  ) , and Beazer Homes (NYSE: BZH  ) in recommending annual votes.

Last month, early data implied that corporate recommendations were skewing toward triennial voting. One say-on-pay vote every three years doesn't sound like the most shareholder-friendly policy to this Fool.

The major companies publicly favoring triennial votes include Monsanto (NYSE: MON  ) , Johnson Controls (NYSE: JCI  ) , and Costco (Nasdaq: COST  ) .

However, RiskMetrics notes that as the thick of proxy season draws closer, more companies will likely recommend yearly votes. It cited a recent poll from TheCorporateCounsel.net, which showed half of respondents revealing that their companies were leaning toward recommending annual votes, 33% recommending triennial, 4% favoring biennial, and 4% expecting to recommend nothing at all.

Pay, performance, and proving it
Companies that favor less frequent say-on-pay votes may argue that yearly voting covers a short-term time frame, obscuring long-term operational excellence. That's a somewhat valid point. Buy-to-hold shareholders are well aware of the difficulties in assessing long-term performance, especially when so many market players have a hard time shedding short-term thinking on pay and other issues.

However, since corporate managers often justify their astronomical pay packages on short-term metrics -- when they bother to justify them at all -- more frequent voting still seems like a more shareholder-friendly plan of action.

Shareholder votes are non-binding, but managers and boards should consider them an opportunity to gauge shareholders' satisfaction with their performance. If shareholders seem displeased, managers could address the perception that pay's out of whack, and work hard to show shareholders that operational performance will be there for the long haul. And of course, if the performance isn't there, boards should bite the bullet and cut that lucrative compensation without further ado.

With too many executive paychecks still experiencing runaway inflation, say-on-pay votes should convince managers that they need to better prove their worthiness. The "sit back and shut up or sell your stock" argument has gotten old, particularly now that too many CEOs have collected fat compensation for presiding over shareholder-shattering corporate train wrecks.

Rock the vote!
The question of timing aside, I'll be even more interested to see how shareholders actually respond to the opportunity to use their voices in the coming proxy season. Your proxy statements will include more interesting and timely issues to vote on than ever before.

Will more and more investors shift toward shareholder democracy and rock the vote at annual meetings in 2011? That remains to be seen, but for now, it's an exciting thought.

Check back at Fool.com every Wednesday and Friday for Alyce Lomax's columns on corporate governance.

Costco is a Motley Fool Inside Value choice. Motley Fool Options has recommended a synthetic long position on Monsanto. The Fool owns shares of Apple and Costco, which are Motley Fool Stock Advisor recommendations. Try any of our Foolish newsletter services free for 30 days.

Alyce Lomax does not own shares of any of the companies mentioned. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.


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