Say on Pay Game Plan: A Best Practice Process for Overcoming a Negative Vote

Over the two years that Say on Pay shareholder votes have been required, the increased cost in time and money of a negative outcome has become increasingly apparent. And with proxy advisory firms now planning to subject companies that get less than 70% shareholder approval to heightened scrutiny, even companies that obtain majority support may need to boost investor support before the next proxy season. 

This article presents a deliberate process, to be overseen by the Board, to coordinate reviewing and revising compensation programs and for engaging with shareholders, advisors and other stakeholders in the aftermath of a failed or a weak majority vote on executive pay.