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Case Study: Previously, Failed Say on Pay Proposal Compensation Advisory, Shareholder Meeting Advisory

Assignment and Challenges

Our client is a NYSE $2 billion market cap company that provides engineered products, industrial technologies, and solutions in the United States and internationally. Institutions owned over 90% of the outstanding shares. Prior to becoming an Alliance Advisors client, this issuer failed Say on Pay in 2022. Alliance Advisors was retained to advise the client on matters related to the failed vote and how to respond successfully for their 2023 annual meeting.

Solution

  • Alliance Advisors provided commentary and guidance on the proxy statement, with a particular focus on disclosure regarding the response to the failed Say on Pay vote in 2022.
  • We prepared vote projections under various scenarios including voting on directors on the Compensation & Management Development Committee and on the Say on Pay proposal.
  • Our Corporate Governance team provided background information and outreach efforts on the top 50 institutions. This included setting up calls with the appropriate contacts at each institution.
  • We provided advice and guidance after ISS recommended voting against Compensation & Management Development Committee members and voting against the Say on Pay proposal. We worked with our client to draft a response to the ISS recommendations and submitted the response to ISS on our client’s behalf.

Results

After filing the company’s response. ISS reversed its against recommendations and recommended that shareholders support all directors and Say on Pay.

In addition, all directors were elected with over 95% of the shares voted, and over 75% of the shares voted in favor of the Say on Pay proposal.

Alliance Advisors is now working with the client in preparation for the 2024 annual meeting including arranging off-season institutional outreach and assisting in drafting of ESG disclosure.

Shareholder Engagement, Compensation Advisory & Proxy Solicitation

NYSE $2 billion market cap - industrial equipment company

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