We reviewed five Form 8-Ks we located that were filed on January 26 and 27, 2011 disclosing say-on-pay vote results for non-TARP recipients. In each case the shareholders voted with the board recommendation on the frequency vote (three annual and two triennial). The highest percentage vote against the say-on-pay resolution was 21%. Two of the issuers were smaller reporting companies, which but for the accident of timing of their annual meeting date, would have been exempt under the SEC final rules issued this week.

Harleysville Savings

3% voted against the say-on-pay resolution. The board recommended a three year frequency vote and the results were: annual 14%, biannual 3 %, triennial 79%, abstain 4%. Other factors: no institutional ownership; 12% held by insiders and 5% by an ESOP; market cap – $44.9 million; 21% broker non-votes.

Laclede Group

9% voted against the say-on-pay resolution. The board recommended a three year frequency vote and the results were: annual 45%, biannual 3%, triennial 48%, abstain 4%. Other factors: 9% institutional ownership, 8% held by insiders; market cap $700 million; 19% broker non-votes.

New Jersey Resources

5% voted against the say-on-pay resolution. The board recommended an annual frequency and the results were: 81% annual; 1% biannual; 16% triennial, 2% abstain. Other factors: 12% institutional ownership; 1% held by insiders; market cap $1.5 billion; 19% broker non-votes.

Tech/Ops Sevcon

Less than 1% voted against the say-on-pay resolution. The board recommended an annual frequency and the results were: annual 67%, biannual less than 1%, triennial 2%; abstain 30%. Other factors: 30% institutional ownership; 3% held by insiders; market cap $12 million; 16% broker non-votes.

Mueller Water Products

21% voted against the say-on-pay resolution. The board recommended an annual frequency and the results were: annual 85%; biannual less than 1%; triennial 11%; abstain 3%. Other factors: 7% institutional ownership; 2% held by insiders; Market cap $732 million; 24% broker non-votes.

Market cap information is as disclosed on the cover of Form 10-K for the second fiscal quarter. Institutional ownership is based on greater than 5% holders disclosed in proxy statements (and takes a bit of a guess to identify them) so this factor may be understated.

See our results from January 25 8-Ks here.

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