September 21, 2011
What's Going On With Say On Pay?
Posted by David Zaring

CorpCounsel is, as always, counting them up, and laying them out:

The 9th Say-on-Pay Lawsuit - and More!

Last week, the 9th company that failed to garner majority support for their say-on-pay was sued - Dex One Corp in a federal district court in North Carolina (here's the complaint). We continue to post pleadings from these cases in CompensationStandards.com's "Say-on-Pay" Practice Area.

But that's not all in the area of lawsuits over pay practices. Last week, Chesapeake Energy's board was sued for allegedly bailing the company's CEO out of financial trouble by awarding him bonuses - as well as buying his personal art collection for $12.1 million and relying only on the CEO's art dealer for determining the value of the art - in a federal district court in Oklahoma. Not sure why, but it doesn't seem like the mass media has caught up with this one. Thanks to Paul Hastings' Mark Poerio for pointing it out!

And then as I blogged last week on CompensationStandards.com's "The Advisors' Blog," arguments where just made in a lawsuit in the Delaware Chancery Court over Goldman Sach's pay practices. If the case survives, it should be interesting - as will the Citigroup case where discovery ended last week and now we're just waiting for a trial date to be set before VC Glasscock...

Here's more:

        Been a Long Time! The 41st Failed Say-on-Pay (Barely)

With the proxy season long over, it's been a long time - 9 weeks - since we've seen a company fail to garner majority support for its say-on-pay. But as Mark Borges reported last week in his blog, Exar has become the 41st company to do so this year.

In this Form 8-K, Exar reports that it was a close vote with the company receiving more "for" votes compared to "against" - but as Mark notes, the Delaware company counted its "abstentions" as "against" votes back when the company filed its proxy statement (see pg. 4) - thus resulting in the receipt of 49% in support. A list of the Form 8-Ks of the "failed" companies is in CompensationStandards.com's "Say-on-Pay" Practice Area.

 

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