As companies prepare their 2013 proxy statement disclosure for their advisory say-on-pay (“SOP”) votes, they should consider emphasizing actions taken following their 2012 SOP votes. This is especially true for companies that received negative results or did not meet or exceed a 70% favorable vote. As to the latter, Institutional Shareholder Services Inc. (“ISS”) has stated that, when a company receives less than 70% support on an SOP vote, it will take into account the company’s response to the vote when making its recommendation for the next year’s SOP proposal.

Attached please find a chart showing some of the responsive actions taken by the 29 companies that lost their SOP votes in 2011 and then won their SOP votes in 2012. Of course, there were many other factors that likely influenced the SOP results in 2012, including company performance, CEO compensation and ISS’s recommendation. It is likely, however, that the companies’ responsive actions after the 2011 votes and disclosure of these actions had some beneficial influence on ISS’s recommendation on the 2012 SOP vote and on the voting decisions of institutional shareholders.

As indicated on the chart, many companies are stepping up their engagement with shareholders on compensation issues. In addition, as reported in the Wall Street Journal this morning, many companies are also digging deeper into their retail shareholder base for support on SOP.

We recommend that companies consider the benefits on implementing some of the actions on the attached chart; to the extent a company has already implemented changes to its compensation policies that would be viewed favorably by ISS, institutional shareholders or other governance actors, we recommend that the company provide complete and clear disclosure about these changes.

We hope that this memo and the attached chart may be useful this year in further addressing executive compensation issues and also in drafting the Compensation Discussion and Analysis section in proxy statements. We are glad to discuss any of the foregoing with you.

Click here to view tables.