The “say-on-pay” vote – a nonbinding shareholder advisory vote on executive compensation – is a hot topic again this proxy season as investors are becoming increasingly concerned with holding executives responsible for their performance.  The passage of the Troubled Asset Relief Program (TARP) and the American Recovery and Reinvestment Act of 2009 (ARRA) have made say-on-pay proposals even more interesting, as they require that bailout recipients allow shareholders to have a nonbinding vote to approve the compensation of executives. Over the past few weeks, a number of companies have given shareholders the right to vote on executive compensation. Still, other companies are holding their ground and continue to advise their shareholders to reject such proposals. Some companies are even going so far as to include multiple, competing say-on-pay proposals on their ballots. We at Westlaw Business recognize that say-on-pay proposals are a critical proxy topic this year and have gathered some materials to assist you as you prepare for this year’s proxy season. 

Published: March 24, 2009