VIPsight - August 2013
COMPANIES
Special audit at ThyssenKrupp
After claims from ThyssenKrupp’s shareholder representatives, the loss of billions due to the new steel work in America as well as the numerous cartel and corruption cases will be reviewed within a special audit by experts. On July 24th, the industrial group confirmed such a notification of the German Society for the Protection of Securities Holders (DSW). A closer look will be taken at the internal monitoring system against the breach of laws and the controlling system for major investors. Not only the DSW but also Christian Strenger demanded such an investigation during the annual general Meeting in January. The process is considered a novelty in the German history. Never before has a special audit like this been voluntarily accepted by a big, listed group in Germany. The auditing company BDO and professor Hans-Joachim Böcking from Frankfurt will carry out the special audit. The report will be presented during the next annual general meeting.
SMA Solar: Staff cuts to combat losses
SMA Solar AG, the TecDax-listed manufacturer of inverters, is set to cut some 800 jobs by the end of 2013. According to the company, this should generate savings in costs and boost recovery. SMA Solar AG, whose headquarters are in Hesse, posted a loss in the first quarter of 2013 as a result of the price squeeze that affected the solar panel market. The company also reported a 50% drop in sales compared to the same period in 2012, but is optimistic that the measures now under-way will strengthen its chances of weathering the storm.
Evotec: New research partnership
Evotec AG, the biotech company, has teamed up with Boehringer Ingelheim, Germany’s second largest pharmaceutical company. The agreement provides for a 1.5 million euro transfer from Boehringer to Tec-Dax listed Evotech, and envisages sharing research into pain-therapy substances which have just now entered the preclinical phase. Boehringer Ingelheim and Evotec have been conducting joint research into active substances since 2004.
Hess: Former directors held in temporary custody
Following the bankruptcy plea of lighting manufacturer Hess AG in February, two former board members were held on allegations of fraud surrounding the company’s stock-market launch in 2012. They have since been released. The former board chairman, Christoph Hess, member of the family who founded the company, and former financial affairs director Peter Ziegler stand accused of fraud and embezzlement causing liable damage amounting to some 10 million euros according to the court.
Another 17 individuals are under investigation by the magistrates for fraudulent accounting, and have had their homes searched.
The company based in the Black Forest was first listed in 2012, and a mere four months after inclusion in the prime standards, it made allegations that the 2011 year-end accounts had been falsified. The company’s board of surveillance sacked Christoph Hess and Peter Ziegler paving the way for the magistrate to pursue investigations into capital investment fraud.
Berthold Beitz
… lives on in the memory of many who stood by him, crossed him or more. He was not a founder but the keeper, comparable to Hermann Josef Abs.
Still more, Beitz looked up from daily business to far beyond it – sometimes the cruel ethics of the Third Reich, sometimes into the distance as far as Tehran and Moscow, and then again to the necessary hands of local politics.
Beitz was hard to dissuade from decisions taken – whether by the disadvantages after the war, nor by striving to gain a foothold in America, nor arguments with the family, nor separation from friends.
Berthold Beitz did not impress by physical size, but his presence was all-powerful, even where he was not present. He also had respect for all, especially those who followed him. People like him take us further, even beyond their earthly presence – only the conviction of his indispensability interferes with finding his successor.
That’s the challenge on the table now: he has left us very big shoes to fill. I would have wished at least one more Christmas for him: Berthold Beitz’s spirit has not left us, nor me.
The German Mittelstand
Commentary on small and medium-sized enterprises
Opportunity for Investors
Family Businesses Listed on the Stock Market Offer Advantages for Long-term Investments
Not only are family businesses viewed in a more favorable light than corporations by large sections of the public, they also form the backbone of the German economy. The majority of German companies are family-owned and many of these are listed on the stock market. They include DAX heavyweights such as the automobile manufacturer Volkswagen and SMEs like the Swabian IT service provider Bechtle. And they generally enjoy greater trust as well: With a family as the main investor, these businesses focus on the continuous development of the company over the long term. Their actions are not governed by short-term considerations in an effort to meet the quarterly expectations of analysts. This strategy of maintaining a steady hand pays off in operational terms, as a study by the Institut für Familienunternehmen (Institute for Family Businesses, IFF) revealed. The revenue generated by the listed family businesses that were examined in the study increased by an average of 12.7 percent last year, which was faster than the DAX corporations’ revenue growth of just 8 percent. Family ownership wins this round!
Family businesses also fare well on the stock market. In the last six months, the DAXplus Family Index, which measures the share price performance of listed German and international family businesses, rose by more than the DAX, which is home to the 30 largest German listed companies. Success on the stock market is also due to the strategy of maintaining a steady hand, since priority is given to the long-term operational development of the company. Many families are already focused on sustainability when they launch their businesses on the stock market. A recent study by auditors at PricewaterhouseCoopers and WHU Otto Beisheim School of Management found that, when floating their companies on the stock market, these families show that they are content to earn less revenue than other companies. As the authors of the study explain, this is partly an attempt to minimize loss of control and risking their reputation. However – and they are to be commended for this – their cautious price strategy also provides them with the scope for a positive share price performance that benefits their new fellow shareholders. Another advantage for investors when it comes to listed family businesses is that there is less danger of a large-volume sale. As the representative of a family business said recently: “I’m not interested in the share price. After all, I don’t want to sell off my shares.”
Buhlmann's Corner
The building site in Pullach* – still the finest address in Germany
Siemens, an archetypally German company, works for the world, and yet it is difficult to understand its local management decisions. The features of a family company are recognizable, although the family has long not had the reins in its hands.
In 2007 the Supervisory Board conjured up Peter Löscher out of a hat as the new CEO.
Strategically it was right: he was not a German, he brought international management experience, as an external he was undoubtedly unencumbered and, and this was the greatest thing, came from the eternally better General Electric. Only one thing he had not: he was only a man. Strategically, everything was right, but humanly much was inadequate. Other companies that have at the same time broken with the tradition of filling the CEO post from their own ranks (Bayer) have found more sensitive solutions. Basically, not all decisions the CEO finalized, supported or initiated were wrong, but those of great value and significant scope continually were. All were expensively buried, or at least half written off.
And yet, the Supervisory Board has recently perpetuated the appointment – maybe for lack of ready alternatives. This means 9 million are now “due” – too little for a dividend but a lot if you want to do some good with it.
A Supervisory Board shows it is a good leader not by collections of opinions on its benefits, but by asking the right questions in good time (behind closed doors) and not waiting for shareholders (as at the last AGM) to urge the Board to give a profit warning.
On the Supervisory Board, as with the Board, the Chairman bears the special responsibility and the members discuss with him, then face the question of whether they share the result or had better move, or else change the Chairman. The Supervisory Board has manfully got through the hard compliance phase with the Company. Hundreds of millions in penalties and costs have been paid to public bodies and billions to U.S. funds and consultants. It is increasingly evident that Americans, or anyway American companies, do not have the better compliance. A flagship opponent in Europe was chosen, exploited even more than the one before (examples: Daimler and ThyssenKrupp). At a time of NSA (National Security Agency) in living rooms, research laboratories and “friendly” government offices, one sees all this in a yet more glaring light than before Snowden’s whistleblowing.
Not to mention that implementing a whistleblowing system (at Siemens) was part of American standards. Now for a new beginning and a rethink. A new beginning on the board should be accompanied by a new beginning on the Supervisory Board. It is also a time for reflection. This should not mean a return to old practices of “useful expenditures”, but a return to the pride that justifiably distinguished Siemens employees. The Supervisory Board is well equipped to shape this new beginning root and branch, and why it should not be the family who takes the lead responsibility in this new era?
There are many strategic reasons for doing so with a lady in the Supervisory Board chair – even the successful example of Henkel.
*villa location of a former TV soap, being converted for Löscher, and headquarters of German intelligence
ACTIONS CORNER
The arbitration proceeding about the late introduction of the truck toll system in Germany shows that Daimler and the “Deutsche Telekom AG” do not get around the payments of compensations to the federal government. The government demands roughly seven million Euros from the Toll-Collect-Operator. The three heads of the arbitration court made it very clear to the group representatives that they will not be able to hold their position. So far, both groups insist in their innocence. According to them, they cannot be blamed hence they reject the demands from the government. Siemens and Allianz are both interested in participating in Toll Collect after the process is resolved.
Politics
People
In the beginning of 2014 Julian Deutz will be appointed to the Executive Board, according to Axel Springer on 2 July. The present Head of Group Controlling will already follow in Lothar Lanz’s footsteps at the end of this year. Lanz, 65 years old, in the Executive Board with responsibility as Chief Financial Officer (CFO) since 2009 at publisher “BILD” and internet group, will probably change to the Supervisory Board in April next year. Lanz came from ProSiebenSat.1 Media four years ago.
Celesio has surprisingly and immediately recalled Markus Pinger on 3 July. The reason for this is, according to the Executive Board of directors, “different opinions in reference to the management of the company”. Marion Helmes will be, till further orders, in an acting capacity in charge of the tasks of the Chief Executive Officer (CEO), together with her responsibility as CFO. The 47-year-old woman has “decidedly co-created the reconstruction of the group”, it is said.
Richard Beyer will be chairman at Dialog Semiconductor. The former Freescale head is part of the Executive Board since February as independent non-executive director. Furthermore, he is member of the Supervisory Board at Micron Technology. His predecessor Gregorio Reyes will remain in the Supervisory Board, according to the Swabian Apple supplier.
After almost seven years at E.ON Marcus Schenck will return to Goldman Sachs. Klaus Schäfer, at present head of the Executive Board at E.ON Global Commodities, will overtake his position at the energy supplier as from October. Schenck did not decide against E.ON, but rather for Goldman Sachs, the energy giant quoted its CFO on 16 July.
At Gerry Weber International the son of the head of the company will join. With effect from 1 August Arnd Burchardt will be ordered to the Executive Board, together with Ralf Weber, according to the fashion group on 30 July. As Doris Strätker will leave for personal reasons, the Executive Board will increase with one member. Her contract ended at the end of July 2013. Burchardt will be in responsibility of Strätker’s resorts wholesale, licences and marketing. He is in charge of the core brand Gerry Weber for many years and has influenced its positive development clearly, according to the enterprise. Ralf Weber will be in charge of business and the development of the company.
Jochen Scharpe has informed the Executive Board that he will resign and leave the Supervisory Board “for personal reasons” at the end of the year, the GSW Immobilien said on 18 July. Thus, after Eckart John von Freyend, who had left the Berlin landlord of apartments at the end of July, his representative also resigns. There is nothing known about a possible successor so far.
Henkel has appointed Barbara Kux to the Supervisory Board on 3 July. The leaving Siemens manager of the purchasing department is intended to be suggested for the additional vote at the shareholder’s meeting in April of next year, according to the citizens of Düsseldorf on 9 July. They say that she is especially adequate for the paste and consumption concern with her experience in the field of persistency. Her predecessor Thierry Paternot came from a French company.
Andrea Bauer will be the CFO at Kontron. The Bavarian producer of small computers appoints the 46-year-old diploma economist, who replaces Jürgen Kaiser-Gerwens, on 16 September. The previous CFO had left the company for “private and business reasons” at the end of June, as was officially told. Bauer’s task is to revitalize Konton again at the side of the new CEO Rolf Schwirz.
Claudia Nemat will succeed Ulrich Middelmann, shortly passed away, and was ordered to the Supervisory Board by court, as LANXESS informed. The university physician is a member of the Executive Board of Deutsche Telekom since October 2011. Before, she was in charge of various positions at McKinsey & Company for 17 years. She is the first woman to enter in the control committee as a representative of the capital side.
Fredy Raas will replace Erich Greipl, who died a few weeks ago, in the Supervisory Board of METRO. The Executive Board of the trading group has, in agreement with the nomination committee of the control committee, applied for the judicial summons of Raas, according to METRO. Raas is a member of the management of the Otto Beisheim group and member of the foundation committees of the two Prof. Otto Beisheim foundations in Baar/Schweiz and Munich.
After already two members of the Executive Board have surprisingly left SAP this year, the software group pronounced the resignation of Jim Hagemann Snabe on 21 July. They said that the Co-CEO will stand as a candidate at the next shareholders' meeting on 21 May 2014 for a position in the Supervisory Board of the DAX group. From then on Bill McDermott SAP will be in charge of the only leadership. The vote for Snabe in the control committee requires 25 per cent agreement on the shareholders' meeting in order to avoid the waiting period of 2 years. The founders of SAP hold 22,7 per cent of the votes. The protection community of the investors considers the waiting period of 2 years as unavoidable as possible neglects of duty of former Board members are not controlled under certain circumstances.
Siemens intends to overcome the deep crisis in leadership with Joe Kaeser. The present CFO succeeds Peter Löscher as the head of the electrical company. Under Löscher`s leadership the greatest European industrial group repeatedly failed profit objectives. After two profit warnings within less than three months, Siemens announced the premature leaving office of Peter Löscher as CEO.
Scholz: from Praktiker to recycling
Former Praktiker CFO Markus Schuerholz has joined the board of Scholz AG with a mandate to restructure and strengthen the company and lighten the workload of CFO Parag-Johannes Bhatt. Schuerholz had been monitoring a restructuring package that he had ushered into Praktiker in 2010. It was abandoned in March of this year, however, shortly before the building trade supplier went bankrupt.
Schuerholz faces a highly challenging task in Scholz AG. The first quarter figures of EBITDA show a downturn of 50% with net debts of some 1.1 million Euros , including 2012 bonds worth 183 million euros, maturity date 2017, with an interest rate of 8.5%.
Gesco: the new generation
Stefan Heimoeller was voted on to the Gesco AG board of surveillance during the last AGM in July. Heimoeller, with 13% of stock, is the the largest single shareholder of the Sdax-listed company.
His predecessor, long-serving board member Willi Back, had to all intents been the creator of the Gesco business model. Now, after a nine-year stint that included chairing the board of surveillance, Back is resigning his mandate to the up-coming generation in a move that has been planned for some time.
Heraeus: family ties
With the appointment in June of former CFO Jan Rinnert to replace CEO Frank Heinricht, the Heraeus family is again at the top slot of the family group. After lacklustre results for 2012, adversely affected by the slump in the solar panel market and downturn in sales, the new CEO is expected to tackle downsizing of the Hanau-based company. Heraeus staff are bracing themselves. Just a few months ago Rinnert was the alleged architect of the sell-off of the company’s dental product branch, and now the axe is due to fall in the Material Technology division. Several jobs are expected to be lost by the end of 2014, when the company’s Asian division has announced it intends hiring staff. Rinnert himself will occupy two positions by remaining CFO.
Campus
Year-end group cut-off: who is the swiftest in the land?
German companies are much slower than their American couterparts in posting year-end accounts. A joint survey conducted by the IFB consulting group and the BPM International European Network, revealed that German companies come last in publishing their accounts. While American companies take an average of 30 days, DAX-, Mdax-, TecDax- and Sdax-listed companies take up to 74 days. Certification is only marginally quicker. First prize for rapid posting goes to SAP (23 days from fiscal year-end).
The difference in posting time between German and North American companies is mainly due to a difference in company tradition. German companies very rarely publish their numbers before certification, while only 10% of published American accounts are certified beforehand.
Capital News
In a summary process, the GAGFAH sold 20 million worth of shares. The company for properties has earned around 176 million Euros with the placement of shares. GAGFAH itself sold 10.5 million shares from their own inventory plus a capital increase, which brought more than 9.5 million in shares. With the earned money, the company wants to pay back bonds with a higher interest rate and execute investments in their own portfolio.
Fortress looks down on a similar monetary plus. After being involved with 60.8 percent, the financial investor placed shares worth 20 million and holds now only a minority position with 48.8 percent.
Buwog: IPO postponed
The real-estate group has postponed daughter company Buwog’s stock exchange listing, originally scheduled for November 2013. The new date will probably be in the early part of next year. The company blames present market instability, citing two very recent instances: the stock exchange listing in early July of real estate company Deutsche Annington has been very slow and, secondly, only one of three substantial stock packets of Gagfah real estate have been taken up.
Elexxion: fresh resources
The month of July saw Elexxion AG place an increase in share capital, warrent excluded, of over 800,000 shares of 1 Euro each.
This raises the dental laser manufacturer’s nominal capital listed at entry standard by 10 percent. The company announced its intention of using the fresh money to enhance its liquidity and thus loosen constraints on its normal business.
Director's Dealings
| Company | Person | Function | Buy / Sell | Total value in Euro | Number of shares | Date |
| BASF SE | Diekmann, Michael | AR | K | 133.760 | 2000 | 25.07.2013 |
| Daimler AG | Zetsche, Dr. Dieter | VR-Chef | V | 7.783.500 | 150000 | 15.07.2013 |
| Daimler AG | Zetsche, Dr. Dieter | VR-Chef | K | 6.535.500 | 150000 | 15.07.2013 |
| Daimler AG | Zetsche, Dr. Dieter | VR-Chef | K | 1.145.760 | 22000 | 17.07.2013 |
| DEUTSCHE BANK AG | Steinmüller, Werner | V | 1.180.509 | 35000 | 31.07.2013 | |
| Dialog Semiconductor Plc. | Reyes, Gregorio | AR | V | 251.000 | 20000 | 29.07.2013 |
| Fielmann Aktiengesellschaft | Dannmeier, Sören | AR | K | 11.759 | 150 | 15.07.2013 |
| Fielmann Aktiengesellschaft | Righi, Pier Paolo | AR | K | 7.833 | 100 | 16.07.2013 |
| Fielmann Aktiengesellschaft | Righi, Pier Paolo | AR | K | 15.588 | 200 | 16.07.2013 |
| Fielmann Aktiengesellschaft | Righi, Pier Paolo | AR | K | 11.799 | 150 | 18.07.2013 |
| Fielmann Aktiengesellschaft | Righi, Pier Paolo | AR | K | 15.624 | 200 | 18.07.2013 |
| Fresenius Medical Care AG & Co. KGaA | Schneider, Dr. Ulf M. | K | 99.853 | 2130 | 31.07.2013 | |
| GAGFAH S.A. | Nardone, Randal A. | AR | V | 541.378 | 60829 | 09.07.2013 |
| GAGFAH S.A. | Edens, Wesley R. | AR | V | 889.680 | 99964 | 09.07.2013 |
| GSW Immobilien AG | Scharpe, Dr. Jochen | AR | V | 31.000 | 1000 | 11.07.2013 |
| KRONES Aktiengesellschaft | Kronseder, Norman | AR | K | 1.179 | 21 | 12.07.2013 |
| Leifheit Aktiengesellschaft | HOME Beteiligungen GmbH | K | 393.750 | 15000 | 17.07.2013 | |
| LPKF Laser & Electronics Aktiengesellschaft | Bentz, Kai | VR | V | 95.900 | 7000 | 05.08.2013 |
| MorphoSys AG | Möller, Dr. Gerald | AR-Chef | V | 75.975 | 1500 | 10.07.2013 |
| MorphoSys AG | Sproll, Dr. Marlies | VR | V | 1.793.400 | 36600 | 16.07.2013 |
| MorphoSys AG | Sproll, Dr. Marlies | VR | V | 2.254.098 | 46002 | 16.07.2013 |
| MorphoSys AG | Moroney, Dr. Simon | VR-Chef | V | 5.411.805 | 110445 | 16.07.2013 |
| MorphoSys AG | Sproll, Dr. Marlies | VR | K | 264.053 | 20265 | 16.07.2013 |
| MorphoSys AG | Schottelius, Dr. Arndt | VR | V | 4.410.000 | 90000 | 16.07.2013 |
| MTU Aero Engines Holding AG | Winkler, Reiner | VR | K | 681.230 | 10000 | 24.07.2013 |
| MTU Aero Engines Holding AG | Martens, Dr. Rainer | VR | K | 130.735 | 2000 | 25.07.2013 |
| MTU Aero Engines Holding AG | Martens, Corinna | K | 32.835 | 500 | 25.07.2013 | |
| RATIONAL Aktiengesellschaft | Wiedemann, Jutta | V | 103.000 | 500 | 10.07.2013 | |
| RATIONAL Aktiengesellschaft | Wiedemann, Jutta | V | 444.720 | 2000 | 10.07.2013 | |
| RATIONAL Aktiengesellschaft | Wiedemann, Jutta | K | 535.548 | 2600 | 10.07.2013 | |
| SAP AG | Snabe, Jim Hagemann | VR | K | 100.195 | 1815 | 22.07.2013 |
| SAP AG | McDermott, Bill | VR | K | 81.945 | 1500 | 23.07.2013 |
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M&A
Dialog Semiconductor: more LEDs by takeover
The TecDax Semiconductor company Dialog AG has acquired iWatt the U.S. LED manufacturer, a move that will enable the semiconductor company and supplier of Apple to increase its business in the area of LEDs and charging devices. From its headquarters in Baden Wuerttemberg, Dialog announces that its purchase includes iWatt’s 110 patents and highly remunerative sales – iWatt’s margin grew by 46% last year alone. At the cost of 345 million U.S. Dollars Dialog has secured iWatt, a first step towards curtailing its dependency on a single mammoth client.
Analytik Jena: Flirting with billionaires
According to journal Der Aktionaer, the technology division of Turingia Analytik Jena, is in the crosshairs of the large Swiss family enterprise, Endress+Hauser. Backed by their considerable wealth, the Swiss recently increased their holding in prime standards from 10 to 22 percent, purchasing the shares owned by Analytik Jena co-founder Hens Adomat. While for now, at least, Endress+Hauser show no intention of taking the helm in company policy, they are proceeding to increase their holding. Analytik Jena seem happy with the Swiss giant, by contrast with the major stockholder Verder who opted out of the measuring instruments company in 2011.
2012 Say-on-Pay Votes: Fulfilled Expectations, Though Not Without Surprises
By Shirley Westcott
This year’s mandatory Say-on-Pay (SOP) brought new challenges for issuers. Not only did the pace of failed plans accelerate, but last year’s votes proved to be a poor indicator of how companies’ plans would fare this season. This report, which will be updated at the conclusion of the calendar year, will point out some high-level trends in the voting data for companies with low SOP votes so far this year.
Although receiving at least 50% support on SOP is the primary goal for issuers, in many cases the institutional investor community will apply heightened scrutiny to compensation plans that received “significant” opposition. Thus, the data set we reviewed in this report—shown in Appendix A—covers plans that received less than 70% support. Following our analysis of these data is a brief section on guidance for issuers, both how to recover from a failed SOP vote in 2012 and how to prepare for 2013.
Failed SOP Votes
Through June 25, 2012 annual meeting dates, 53 SOP proposals had been rejected by shareholders (2.4% of the total), up from 37 (1.4% of the total) for the same period last year.1 Among these were 12 S&P 500 companies, double the number of S&P 500 firms that failed SOP in 2011.2
The magnitude of dissent has also increased. To date, 10 SOP proposals have received less than 30% support, with the lowest levels recorded at Digital River (19.2%) and Chiquita Brands International (19.8%). During all of 2011, only two companies received less than 30% support on SOP: American Defense Systems (11.1%) and Regis (28.9%).
Most companies whose SOP proposals were rejected last year addressed shareholders’ concerns and made meaningful changes to their pay programs, thereby garnering high approval this year. To date, only four companies have had their plans voted down for two consecutive years: Kilroy Realty, Hercules Offshore, Nabors Industries, and Tutor Perini.
This season’s surprise, however, has been the number of companies whose compensation plans sank from stellar to dismal support levels in only a year, Citigroup being the most highly publicized example. To date, 61 companies have seen their SOP approval levels plunge from over 90% in 2011 to below 70% in 2012, including 13 plans that failed. This reversal of fortune can be partly attributed to the influence of proxy advisory firms, particularly Institutional Shareholder Services (ISS).
Cooper Industries, International Game Technology, Mylan, Nabors Industries, NRG Energy, Pitney Bowes and Simon Property. The six S&P 500 firms that failed SOP in 2011 are Freeport-McMoRan Copper & Gold, Hewlett-Packard, Jacobs Engineering, Masco, Nabors Industries, and Stanley Black & Decker.
Advisory Service Recommendations
Although the impact of the major proxy advisors’ recommendations on executive pay has been documented in several studies (discussed below), this year it appears more pronounced. Through June 25, 91% of the companies that received less than 70% approval on SOP had also been issued a negative opinion by ISS, compared to 87% for the same period in 2011. Over half of these companies (64%) received an unfavorable recommendation from both ISS and Glass Lewis.
Similarly, as in 2011, virtually every failed SOP vote this year was opposed by ISS. The only exceptions were at First California Financial Group, InSite Vision, and Safety Insurance Group, whose plans were voted down despite being endorsed by ISS. However, two of these companies have significant ownership by hedge funds or private foundations, and the third (Safety Insurance Group) received a negative SOP recommendation from Glass Lewis. Although Glass Lewis has rejected fewer compensation plans this year than in 2011 (15.4% vs. 17.4%), its influence has contributed to the high SOP failure rate. Of the 53 plans that have failed to date, Glass Lewis vetoed 47.
This year, issuers are feeling the repercussions of ISS’s new Pay-for-Performance (PFP) model, which went into effect for February annual meetings onwards. Under its revised methodology, ISS is evaluating CEO pay and total shareholder return (TSR) performance on both a relative and an absolute basis. The relative analysis ranks CEO pay and performance against peers over one and three years, while the absolute analysis examines the trend in CEO pay and performance over five years. Moreover, instead of employing standardized GICS peer groups, ISS has developed smaller (14-24 company) peer categories based on market capitalization, revenue, and industry.
Although ISS’s new PFP methodology has produced about the same percentage of negative SOP recommendations as in 2011 (12%), the plans it is singling out for “no” votes has changed dramatically. Nearly two thirds of the companies that received a negative ISS recommendation this year had received a favorable ISS opinion on SOP last year, and a majority had also received strong investor support (over
80%) in 2011. This has been particularly unsettling for issuers whose compensation programs were unexpectedly voted down this year. Of the 53 plans that have failed so far in 2012, nearly half (22) had received over 80% shareholder support last year, and 13 had received over 90% support. One such company, Tower Group, observed in its 8-K filing that its executive compensation policies and programs had not substantially changed since the previous year. In fact, its CEO’s compensation was 40% lower than the previous year due to reductions in his annual cash and equity bonus.
Arguing with the Advisors
Many companies caught off guard by a negative proxy advisor opinion countered with supplemental proxy filings to better explain their compensation programs to investors. In many cases, they pushed back at the proxy advisors’ methodologies, most often disputing their choice of peer groups, or took issue with errors in their reports. Indeed, one company (Invesco) received a favorable recommendation from both ISS and Glass Lewis, yet still filed a supplemental proxy statement, noting that while the proxy advisors “reached the correct result,” ISS should have employed a more appropriate peer group, while Glass Lewis should have disclosed its comparators.
Proxy Advisor Policies – Don’t Ignore Them
Notwithstanding criticisms of their methodologies, the reality is that mandatory SOP has compelled more investors to rely on proxy advisors’ research to contend with the sheer volume of proxy voting. A recent survey conducted by the IRRC Institute and Tapestry Networks of 19 North American asset managers found that most make use of proxy firm data to assist with their voting decisions on SOP.3
Proxy advisors’ policies on executive compensation have also shaped corporate behavior. In a March 2012 survey of 110 large and mid-cap companies conducted by The Conference Board, NASDAQ OMX Group and Stanford University, 70% of respondents said that their compensation programs were influenced by the guidelines of proxy advisory firms.4
While it is evident that investors do not follow proxy advisor recommendations in lockstep—far fewer compensation plans have been rejected by shareholders than by proxy advisors—issuers need to be cognizant of the extent to which their major holders follow proxy advisors’ policies and also what factors trigger the greatest dissent.5 A March 2012 study by academics at Columbia University, Duke University and the University of St. Gallen, concluded that proxy advisor recommendations were the key determinants of SOP voting outcomes in 2011.6 According to their findings:
- A negative ISS recommendation was associated with 24.7% more votes against SOP.
- A negative Glass Lewis recommendation was associated with 12.9% more votes against SOP.
- Negative recommendations by both proxy advisors led to 37.9% higher voting dissent.
However, the degree an “against” recommendation affected shareholder votes depended on the severity and nature of concerns raised by the proxy advisor. The study found that dissent was higher when ISS cited multiple areas of concern, such as PFP and change-in-control agreements, or when Glass Lewis assigned an “F” grade to a company’s PFP. This underscores what many investors have been saying for years: although they use proxy advisors’ research to screen companies for further examination, they will still make their own voting determinations.
Guidance for Issuers
When preparing and drafting your compensation plan, it pays to know your shareholder base. Who are your top holders? Do they follow ISS or Glass Lewis, or do they have their own internal voting guidelines for evaluating executive compensation?
With assistance from their advisors (proxy solicitor, legal counsel, etc.), issuers should analyze their shareholder base to determine the levels of influence ISS and Glass Lewis have on their investors. This
analysis should also identify those holders that maintain their own internal voting guidelines. As with the policies of ISS and Glass Lewis, issuers should familiarize themselves with the critical vote drivers their top institutional investors will use to make their SOP decision.
When drafting the Compensation Discussion & Analysis (CD&A) section of the proxy statement:
- Be clear when telling your story
- Include narrative: many of the vote decision makers at the major institutions are not industry experts, help them understand your compensation decisions.
Issuers can take a number of measures to avoid or deflect a negative proxy advisor recommendation on SOP. Indeed, 91 companies were able to prevail in this year’s shareholder vote on SOP in the face of negative recommendations from both ISS and Glass Lewis—in some cases by a strong margin (over
70%). To date Alliance has identified 18 companies that received over 70% support despite negative recommendations from both ISS and Glass Lewis.
As an initial step, issuers should become familiar with proxy advisor policies on executive compensation and stay apprised of any revisions to them in advance of proxy season. While it is difficult to reverse- engineer black box models, ISS’s and Glass Lewis’s proxy reports and websites provide some transparency of their PFP methodologies and their checklists of problematic pay practices. Issuers should expect changes for 2013. Glass Lewis has already announced a partnership with Equilar, an executive compensation research firm, whereby Glass Lewis will integrate Equilar’s market-based peer groups and realizable pay data into its PFP model for annual meetings beginning in July 2012. ISS, for its part, is likely to rethink certain aspects of its PFP model for 2013, particularly its choice of peer groups, in view of the severe blowback it faced from issuers this year.
For proxy season issuers, Alliance recommends a targeted outreach campaign during the late summer and early fall. During the solicitation period it pays to “hope for the best, prepare for the worst.” Prepare a strategy outlining whether to engage communications with a proxy/compliance department contact(s) and/or the buy/sell side which will help determine responsibility (who will reach out to whom—whether a proxy solicitation firm will handle the initial outreach call or whether the company should be involved). In addition, prepare to have a team from the issuer available to speak with investors on their concerns.
It is impossible to over-emphasize the importance of ongoing engagement with top holders, even if the issuer’s SOP vote was “safe” this year. ISS and Glass Lewis give additional scrutiny to companies who received less than 70%-75% approval on SOP in the prior year. However, as witnessed this season, changes to proxy advisors’ compensation models can unexpectedly shift companies to the SOP penalty zone. While it is difficult to reverse an unfavorable proxy advisor recommendation—short of modifying a compensation plan—the best way to diminish proxy advisors’ influence is for the issuer to make its case directly to its major shareholders, both in terms of dialogue and proxy disclosure to help win over their support.
Don’t be reluctant to refute an advisory firm(s) in a supplemental filing. Some advantages of filing
supplemental material are to (i) strengthen their case on compensation decisions and practices (ii)
address any flaws or inaccuracies towards the advisory firm report(s) and (iii) provide information that can be passed along to institutional vote decision makers that may not have the time to speak during proxy season on SOP.
Every vote counts. Make a concerted effort to reach out to investors that can make a difference as well as considering solicitation tactics to drive in support from the individual investors whether it be a phone campaign and/or follow up mailings.
For further information, please contact Alliance Advisors, LLC at: Phone: 973-873-7700
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
1During all of 2011, 43 SOP proposals failed: 1.3% of the total.
2The 12 S&P 500 companies that failed SOP through June 25, 2012 are Abercrombie & Fitch, Best Buy, Big Lots, Chesapeake Energy, Citigroup, Cooper Industries, International Game Technology, Mylan, Nabors Industries, NRG Energy, Pitney Bowes and Simon Property. The six S&P 500 firms that failed SOP in 2011 are Freeport-McMoRan Copper & Gold, Hewlett-Packard, Jacobs Engineering, Masco, Nabors Industries, and Stanley Black & Decker.
3The IRRC Institute/Tapestry Networks study is available at http://www.irrcinstitute.org/projects.php?project=57.
4The Conference Board study is available at https://www.conference-board.org/retrievefile.cfm?filename=TCB-DN-V4N5-12.pdf&type=subsite.
5In 2011, ISS opposed 11.9% of SOP proposals and Glass Lewis opposed 17.2%. Investors voted down 1.3% of SOP proposals.
6The academic study is available at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2019239.
Appendix A:
|
Issuer |
Meeting Date |
ISS |
Glass Lewis |
Vote Result |
% FOR* |
Supplement al Filing |
|
Abercrombie & Fitch Co. |
14-Jun-12 |
Against |
Against |
Fail |
24.5% |
|
|
Actuant Corporation |
10-Jan-12 |
Against |
Against |
Fail |
46.7% |
Yes |
|
Adobe Systems Incorporated |
12-Apr-12 |
Against |
Against |
Pass |
57.9% |
Yes |
|
AECOM Technology Corp. |
8-Mar-12 |
Against |
Against |
Pass |
58.4% |
|
|
Affymax, Inc. |
13-Jun-12 |
Against |
Against |
Pass |
64.7% |
|
|
Affymetrix, Inc. |
11-May-12 |
Against |
Against |
Pass |
53.5% |
|
|
AK Steel Holding Corporation |
24-May-12 |
Against |
For |
Pass |
69.5% |
Yes |
|
Akamai Technologies, Inc. |
16-May-12 |
Against |
For |
Pass |
52.3% |
Yes |
|
Allegheny Technologies Incorporated |
11-May-12 |
Against |
Against |
Pass |
59.5% |
Yes |
|
Altera Corp. |
8-May-12 |
Against |
For |
Pass |
66.3% |
Yes |
|
American Eagle Outfitters, Inc. |
6-Jun-12 |
Against |
Against |
Fail |
39.9% |
Yes |
|
Argo Group International Holdings, Ltd. (Bermuda) |
8-May-12 |
Against |
Against |
Fail |
45.5% |
|
|
Artio Global Investors Inc. |
11-May-12 |
Against |
Against |
Pass |
69.9% |
|
|
AsiaInfo-Linkage, Inc. |
20-Apr-12 |
Against |
Against |
Pass |
65.2% |
|
|
Associated Banc-Corp |
24-Apr-12 |
Against |
Against |
Pass |
64.3% |
Yes |
|
Atlas Air Worldwide Holdings, Inc. |
1-Jun-12 |
Against |
For |
Pass |
67.8% |
Yes |
|
Autodesk, Inc. |
7-Jun-12 |
Against |
Against |
Pass |
54.0% |
Yes |
|
Avid Technology, Inc. |
15-May-12 |
Against |
Against |
Pass |
50.8% |
Yes |
|
Bank of New York Mellon Corporation |
10-Apr-12 |
Against |
Against |
Pass |
58.6% |
|
|
Best Buy Co., Inc. |
21-Jun-12 |
Against |
For |
Fail |
38.3% |
|
|
Big Lots, Inc. |
23-May-12 |
Against |
For |
Fail |
31.2% |
|
|
Brink's Company |
4-May-12 |
Against |
For |
Pass |
55.3% |
Yes |
|
C. R. Bard, Inc. |
18-Apr-12 |
Against |
Against |
Pass |
60.2% |
Yes |
|
California Water Service Group |
22-May-12 |
Against |
For |
Pass |
62.1% |
Yes |
|
Career Education Corporation |
17-May-12 |
Against |
Against |
Pass |
52.0% |
Yes |
|
Cedar Realty Trust, Inc. |
15-Jun-12 |
Against |
Against |
Fail |
38.3% |
|
|
Central Federal Corporation |
17-May-12 |
For |
For |
Pass |
53.4% |
|
|
Cenveo, Inc. |
2-May-12 |
Against |
For |
Fail |
40.4% |
|
|
Charles River Laboratories International, Inc. |
8-May-12 |
Against |
Against |
Fail |
36.1% |
Yes |
|
Chelsea Therapeutics International, Ltd. |
12-Jun-12 |
For |
For |
Pass |
64.2% |
|
|
Chemed Corporation |
21-May-12 |
Against |
Against |
Fail |
47.9% |
Yes |
|
Chesapeake Energy Corp. |
8-Jun-12 |
Against |
Against |
Fail |
20.0% |
Yes |
|
Children's Place Retail Stores, Inc. |
13-Jun-12 |
Against |
For |
Pass |
56.6% |
Yes |
|
Chiquita Brands International, Inc. |
22-May-12 |
Against |
Against |
Fail |
19.8% |
Yes |
|
Citigroup Inc. |
17-Apr-12 |
Against |
Against |
Fail |
45.2% |
|
|
Cleveland BioLabs, Inc. |
13-Jun-12 |
For |
For |
Pass |
67.1% |
|
|
Cogent Communications Group, Inc. |
19-Apr-12 |
Against |
Against |
Pass |
68.5% |
|
|
Community Health Systems, Inc. |
15-May-12 |
Against |
Against |
Fail |
32.9% |
Yes |
|
Comstock Resources, Inc. |
8-May-12 |
Against |
Against |
Fail |
34.7% |
|
|
Comtech Telecommunications Corp. |
13-Jan-12 |
For |
Against |
Pass |
68.4% |
|
|
Concur Technologies, Inc. |
14-Mar-12 |
Against |
Against |
Pass |
61.7% |
|
|
CONSOL Energy Inc. |
1-May-12 |
Against |
For |
Pass |
54.2% |
Yes |
|
Consolidated Water Co. Ltd. (Cayman) |
22-May-12 |
Against |
For |
Pass |
65.7% |
|
|
Cooper Industries plc (Ireland) |
23-Apr-12 |
Against |
For |
Fail |
29.4% |
|
|
Cousins Properties Incorporated |
8-May-12 |
Against |
For |
Pass |
60.6% |
|
|
CryoLife, Inc. |
16-May-12 |
Against |
Against |
Fail |
38.8% |
Yes |
|
Cutera, Inc. |
13-Jun-12 |
Against |
For |
Pass |
55.4% |
|
|
Delcath Systems, Inc. |
23-May-12 |
Against |
For |
Pass |
52.5% |
|
|
Devon Energy Corp. |
6-Jun-12 |
Against |
Against |
Pass |
60.1% |
Yes |
|
Digital River, Inc. |
31-May-12 |
Against |
Against |
Fail |
19.2% |
|
|
Doral Financial Corp. |
13-Jun-12 |
Against |
Against |
Pass |
55.4% |
|
|
Dun & Bradstreet Corp. |
9-May-12 |
Against |
For |
Pass |
64.8% |
|
|
ECB Bancorp, Inc. |
7-Jun-12 |
For |
For |
Pass |
68.8% |
|
|
EnergySolutions, Inc. |
23-May-12 |
Against |
Against |
Pass |
58.2% |
Yes |
|
EnPro Industries, Inc. |
2-May-12 |
Against |
For |
Pass |
63.1% |
|
|
Enzo Biochem, Inc. |
26-Jan-12 |
Against |
For |
Pass |
60.3% |
|
|
Epiq Systems, Inc. |
5-Jun-12 |
Against |
Against |
Fail |
30.1% |
|
|
First California Financial Group, Inc. |
7-May-12 |
For |
For |
Fail |
49.1% |
|
|
First PacTrust Bancorp, Inc. |
21-May-12 |
Against |
For |
Pass |
67.6% |
|
|
FirstEnergy Corp. |
15-May-12 |
Against |
Against |
Pass |
62.5% |
Yes |
|
FirstMerit Corporation |
18-Apr-12 |
Against |
Against |
Fail |
46.6% |
Yes |
|
Forest Oil Corporation |
8-May-12 |
Against |
Against |
Pass |
50.2% |
|
|
Foster Wheeler AG (Switzerland) |
1-May-12 |
For |
For |
Pass |
65.9% |
|
|
Freeport-McMoRan Copper & Gold Inc. |
14-Jun-12 |
Against |
For |
Pass |
67.1% |
Yes |
|
Gentiva Health Services, Inc. |
10-May-12 |
Against |
Against |
Fail |
36.5% |
|
|
GEO Group, Inc. |
4-May-12 |
Against |
Against |
Pass |
60.1% |
Yes |
|
Geron Corporation |
17-May-12 |
For |
Against |
Pass |
63.3% |
Yes |
|
G-III Apparel Group, Ltd. |
5-Jun-12 |
Against |
Against |
Fail |
35.2% |
|
|
GMX Resources Inc. |
16-May-12 |
Against |
For |
Pass |
65.7% |
Yes |
|
Greenbrier Companies, Inc. |
6-Jan-12 |
Against |
Against |
Pass |
53.0% |
|
|
Greenhill & Co., Inc. |
18-Apr-12 |
Against |
Against |
Pass |
59.5% |
|
|
Health Care REIT, Inc. |
3-May-12 |
Against |
For |
Pass |
63.9% |
Yes |
|
Healthways, Inc. |
31-May-12 |
Against |
Against |
Fail |
33.2% |
Yes |
|
Heidrick & Struggles International, Inc. |
24-May-12 |
For |
Against |
Pass |
69.2% |
|
|
Hercules Offshore, Inc. |
15-May-12 |
Against |
Against |
Fail |
48.0% |
Yes |
|
Hess Corporation |
2-May-12 |
Against |
Against |
Pass |
57.8% |
Yes |
|
Huntington Bancshares Incorporated |
19-Apr-12 |
Against |
Against |
Pass |
61.0% |
Yes |
|
Imation Corp. |
2-May-12 |
Against |
For |
Pass |
65.8% |
Yes |
|
Infinera Corp. |
16-May-12 |
Against |
Against |
Fail |
41.6% |
|
|
InSite Vision Incorporated |
31-May-12 |
For |
For |
Fail |
58.7% |
|
|
Integra LifeSciences Holdings Corporation |
17-May-12 |
Against |
Against |
Pass |
50.7% |
Yes |
|
InterMune, Inc. |
4-Jun-12 |
Against |
Against |
Pass |
50.9% |
Yes |
|
International Game Technology |
5-Mar-12 |
Against |
For |
Fail |
44.4% |
Yes |
|
Isis Pharmaceuticals, Inc. |
7-Jun-12 |
Against |
Against |
Pass |
63.0% |
Yes |
|
iStar Financial Inc. |
31-May-12 |
Against |
For |
Pass |
68.3% |
|
|
Itron, Inc. |
4-May-12 |
Against |
Against |
Pass |
51.9% |
|
|
ITT Educational Services, Inc. |
8-May-12 |
Against |
Against |
Pass |
65.3% |
|
|
J.C. Penney Co., Inc. |
18-May-12 |
Against |
Against |
Pass |
57.3% |
Yes |
|
Janus Capital Group Inc. |
26-Apr-12 |
Against |
Against |
Pass |
61.4% |
Yes |
|
Jarden Corp. |
17-May-12 |
Against |
For |
Pass |
51.0% |
|
|
Johnson & Johnson |
26-Apr-12 |
Against |
Against |
Pass |
56.8% |
Yes |
|
Johnson Controls, Inc. |
25-Jan-12 |
Against |
Against |
Pass |
58.2% |
Yes |
|
Juniper Networks, Inc. |
22-May-12 |
Against |
For |
Pass |
66.8% |
Yes |
|
KB Home |
12-Apr-12 |
Against |
Against |
Fail |
48.4% |
|
|
Kforce Inc. |
19-Jun-12 |
Against |
Against |
Fail |
39.8% |
Yes |
|
Kilroy Realty Corporation |
17-May-12 |
Against |
Against |
Fail |
29.9% |
Yes |
|
Knight Capital Group, Inc. |
9-May-12 |
Against |
Against |
Fail |
32.0% |
|
|
Kratos Defense & Security Solutions, Inc. |
23-May-12 |
Against |
Against |
Pass |
58.4% |
Yes |
|
Layne Christensen Company |
7-Jun-12 |
Against |
For |
Pass |
57.0% |
|
|
Lazard Ltd. (Bermuda) |
24-Apr-12 |
Against |
Against |
Pass |
52.2% |
|
|
Lender Processing Services, Inc. |
24-May-12 |
Against |
Against |
Pass |
58.7% |
Yes |
|
Leucadia National Corporation |
15-May-12 |
Against |
Against |
Pass |
64.1% |
|
|
Level 3 Communications, Inc. |
24-May-12 |
Against |
Against |
Pass |
57.9% |
|
|
Lincoln Educational Services Corporation |
1-May-12 |
For |
Against |
Pass |
64.0% |
|
|
Live Nation Entertainment, Inc. |
8-Jun-12 |
Against |
Against |
Pass |
58.8% |
|
|
Lockheed Martin Corporation |
26-Apr-12 |
For |
Against |
Pass |
68.1% |
|
|
Manitowoc Company, Inc. |
1-May-12 |
Against |
Against |
Fail |
48.4% |
Yes |
|
Masimo Corporation |
7-Jun-12 |
Against |
Against |
Fail |
37.7% |
|
|
Medicis Pharmaceutical Corporation |
15-May-12 |
Against |
For |
Pass |
66.3% |
|
|
MGM Resorts International |
12-Jun-12 |
Against |
Against |
Pass |
64.2% |
|
|
Middleby Corporation |
10-May-12 |
Against |
For |
Pass |
53.3% |
|
|
Minerals Technologies Inc. |
16-May-12 |
Against |
Against |
Pass |
52.8% |
|
|
Morgans Hotel Group Co. |
16-May-12 |
Against |
For |
Pass |
66.0% |
|
|
Motorola Solutions, Inc. |
30-Apr-12 |
Against |
Against |
Pass |
58.8% |
|
|
Multimedia Games Holding Company, Inc. |
1-Feb-12 |
Against |
For |
Pass |
69.6% |
|
|
Mylan Inc. |
4-May-12 |
Against |
Against |
Fail |
47.9% |
Yes |
|
Nabors Industries Ltd. |
5-Jun-12 |
Against |
Against |
Fail |
25.2% |
|
|
National CineMedia, Inc. |
1-May-12 |
Against |
For |
Pass |
69.9% |
Yes |
|
Newpark Resources, Inc. |
7-Jun-12 |
Against |
For |
Pass |
64.1% |
|
|
Noble Corp. (Switzerland) |
27-Apr-12 |
Against |
For |
Pass |
53.0% |
|
|
NorthStar Realty Finance Corp. |
24-May-12 |
Against |
Against |
Pass |
62.1% |
|
|
NRG Energy, Inc. |
25-Apr-12 |
Against |
Against |
Fail |
44.9% |
|
|
Nutrisystem, Inc. |
6-Jun-12 |
For |
Against |
Pass |
66.2% |
|
|
NuVasive, Inc. |
24-May-12 |
Against |
Against |
Fail |
32.7% |
Yes |
|
NYSE Euronext |
26-Apr-12 |
Against |
Against |
Pass |
57.0% |
Yes |
|
OM Group, Inc. |
8-May-12 |
Against |
Against |
Fail |
23.6% |
Yes |
|
Orion Marine Group, Inc. |
22-May-12 |
Against |
For |
Pass |
53.0% |
Yes |
|
Overseas Shipholding Group, Inc. |
14-Jun-12 |
Against |
Against |
Pass |
64.4% |
|
|
Pain Therapeutics, Inc. |
17-May-12 |
Against |
Against |
Pass |
56.2% |
|
|
Palomar Medical Technologies, Inc. |
16-May-12 |
Against |
Against |
Fail |
47.0% |
|
|
Penn National Gaming, Inc. |
6-Jun-12 |
Against |
Against |
Pass |
53.4% |
Yes |
|
Phoenix Companies, Inc. |
15-May-12 |
Against |
Against |
Fail |
46.1% |
|
|
Pitney Bowes Inc. |
14-May-12 |
Against |
Against |
Fail |
35.2% |
Yes |
|
Plains Exploration & Production Company |
18-May-12 |
Against |
Against |
Pass |
59.3% |
|
|
QUALCOMM Inc. |
6-Mar-12 |
Against |
For |
Pass |
68.8% |
Yes |
|
Quest Diagnostics Incorporated |
11-May-12 |
Against |
Against |
Pass |
63.5% |
Yes |
|
Rambus Inc. |
26-Apr-12 |
Against |
Against |
Pass |
52.4% |
|
|
Rigel Pharmaceuticals, Inc. |
22-May-12 |
Against |
Against |
Fail |
44.6% |
|
|
Rimage Corporation |
17-May-12 |
Against |
For |
Pass |
65.1% |
|
|
Ryland Group, Inc. |
25-Apr-12 |
Against |
Against |
Fail |
40.9% |
|
|
Safety Insurance Group, Inc. |
23-May-12 |
For |
Against |
Fail |
42.9% |
|
|
Safeway Inc. |
15-May-12 |
Against |
Against |
Pass |
50.8% |
Yes |
|
Schnitzer Steel Industries, Inc. |
25-Jan-12 |
Against |
Against |
Pass |
58.9% |
|
|
Sequenom, Inc. |
11-Jun-12 |
Against |
Against |
Fail |
48.3% |
|
|
Shutterfly, Inc. |
23-May-12 |
Against |
For |
Pass |
63.5% |
|
|
Simon Property Group, Inc. |
17-May-12 |
Against |
Against |
Fail |
26.7% |
Yes |
|
Smith Micro Software, Inc. |
21-Jun-12 |
Against |
Against |
Pass |
59.6% |
|
|
Spectrum Pharmaceuticals, Inc. |
22-Jun-12 |
Against |
Against |
Pass |
53.7% |
|
|
SPX Corporation |
3-May-12 |
Against |
Against |
Pass |
52.1% |
Yes |
|
Staples Inc. |
4-Jun-12 |
Against |
For |
Pass |
60.9% |
Yes |
|
Sterling Bancorp |
3-May-12 |
Against |
Against |
Fail |
40.0% |
Yes |
|
Strategic Hotels & Resorts, Inc. |
24-May-12 |
Against |
For |
Pass |
68.1% |
Yes |
|
Synchronoss Technologies, Inc. |
8-May-12 |
Against |
For |
Pass |
69.4% |
|
|
Targacept, Inc. |
31-May-12 |
Against |
For |
Pass |
68.1% |
Yes |
|
Tower Group, Inc. |
3-May-12 |
Against |
Against |
Fail |
30.3% |
|
|
TransDigm Group Incorporated |
23-Feb-12 |
Against |
Against |
Pass |
54.3% |
|
|
True Religion Apparel, Inc. |
25-Apr-12 |
Against |
For |
Pass |
59.0% |
|
|
Tutor Perini Corporation |
31-May-12 |
Against |
Against |
Fail |
38.3% |
Yes |
|
Ultimate Software Group, Inc. |
18-May-12 |
Against |
Against |
Pass |
66.9% |
|
|
Ultra Petroleum Corp. |
22-May-12 |
Against |
Against |
Pass |
65.7% |
|
|
United Online, Inc. |
31-May-12 |
Against |
Against |
Fail |
31.9% |
Yes |
|
United States Steel Corporation |
24-Apr-12 |
Against |
Against |
Pass |
65.3% |
|
|
United Technologies Corporation |
11-Apr-12 |
Against |
For |
Pass |
61.0% |
Yes |
|
USEC Inc. |
26-Apr-12 |
Against |
For |
Pass |
69.8% |
|
|
VCA Antech, Inc. |
21-May-12 |
Against |
For |
Fail |
40.9% |
|
|
Ventas, Inc. |
17-May-12 |
Against |
For |
Pass |
66.5% |
Yes |
|
Vertex Pharmaceuticals Incorporated |
16-May-12 |
Against |
Against |
Pass |
51.3% |
|
|
Viad Corp |
15-May-12 |
Against |
Against |
Fail |
21.1% |
Yes |
|
Vocus, Inc. |
7-Jun-12 |
Against |
Against |
Pass |
52.4% |
|
|
Walt Disney Co. |
13-Mar-12 |
Against |
Against |
Pass |
56.9% |
Yes |
|
Wave Systems Corp. |
19-Jun-12 |
For |
For |
Pass |
62.7% |
|
|
Weatherford International Ltd. (Switzerland) |
23-May-12 |
Against |
For |
Pass |
54.5% |
|
|
Willis Group Holdings Public Limited Co. (Ireland) |
25-Apr-12 |
Against |
Against |
Pass |
54.4% |
|
*Based on votes cast For/For+Against.
Sources: SEC filings, ISS Voting Analytics, and Glass Lewis data.