TheCorporateCounsel.net

Here is something I blogged earlier this morning on CompensationStandards.com’s “The Advisors’ Blog“:

As we await mandatory say-on-pay’s fate on Capitol Hill, here are a few recent developments worth noting:

– RiskMetrics’ Ted Allen reports that Motorola received just 46% support during the company’s May 3rd annual meeting, marking the first time that a US company has failed to earn majority support from shareholders during a non-binding vote on compensation (here is Motorola’s Form 8-K). Mark Borges just blogged about this as well.

– Remember that brokers still get to cast discretionary votes on management say-on-pay proposals (although one of the sections of the Dodd bill would eliminate this, as I noted in this blog). Thus, Motorola’s level of support would have been even lower if these broker votes were not included. As an example, see Ted’s notes about American Express’ recent meeting (and see AmEx’s Form 8-K) – he quotes someone from the AFL-CIO who estimates that the company’s 63% level of support would have been reduced to 58% (and Wells Fargo’s level of support would have dropped from 73% to 67% without the broker votes).

– Ted reports that say-on-pay shareholder proposals received 51% support at EMC, a 47.9% vote at Johnson & Johnson, and 45.3% support at IBM. The number of votes exceeded the support levels for the same resolutions at the three companies last year. Note these are proposals from shareholders to put say-on-pay on the ballot going forward; they are not management say-on-pay agenda items like the situations noted above.

– Ted also reports that SuperValu received no-action relief – under the (i)(9) “conflicts with management’s proposal” basis – from Corp Fin to exclude a say-on-pay shareholder proposal because the company had already adopted a “triennial” approach to say-on-pay. The proponent wanted an annual vote instead of every three years.

The SEC’s Porn Story: My Reluctant Ten Cents

In all my years, I’ve never been asked so much about a story related to the SEC than the countless media reports that made the rounds a few weeks back regarding the SEC’s Inspector General’s report over misuse of the SEC’s computers to view porn. Here’s a summary of the report; note that I can’t find the actual report on the IG’s webpage (nor even the summary for that matter, I found that on a Washington Post web page).

Note that the story first broke out back in early February and it was written up by the mass media back then (eg. this article). Thus, it’s odd that the same story recycled a few months later – perhaps the public’s fascination with the Goldman investigation convinced the media that it was “newsworthy” again? Or maybe because more information was made available to the media? I don’t know, nor do I care.

In my opinion, this is a non-story since this type of stuff happens in every government agency as well as every company in the private sector. It’s the “few bad apples” syndrome. The problem for the SEC is the story comes at a delicate time for the agency. And the specific details – which I’m not convinced really needed to be divulged – are quite repugnant.

For me, the big surprise in this story was reading that some SEC Staffers make as much as $222,000 these days (as noted in the summary)! A far cry from the pay levels when I left a dozen years ago. I think my salary was in the low 70s when I left – and I worked for a Commissioner at the time. Next week, I’ll be blogging about working at the SEC.

More on “The Mentor Blog”

We continue to post new items daily on our blog – “The Mentor Blog” – for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Time (Off) Well Spent
– Pink Sheets Changes Into the “OTCQBTM Marketplace”
– More Women on Boards? Conflicting Survey Results
– Mark Cuban Says SEC Tampered With Witness
– Rule 10b-5(b): Securities Professionals Must Actually ‘Make’ a Statement

– Broc Romanek