[Exec pay panelists opposed: Harper, Magner and McFarland]
Holders of one in five Gannett shares
GCI's votes were on pay to CEO Craig Dubow and five other senior executives, cast during the annual shareholders' meeting on Tuesday. It was the first-ever non-binding advisory "say on pay" vote mandated by a new federal law. Corporate disclosed the results in a regulatory filing late Friday afternoon.
ISS recommended investors vote "no" on executive pay at just 13% of the proposals it reviewed this proxy season -- 186 companies, the WSJ says. The firm advises mutual funds and other large shareholders how to vote in corporate elections. I could not find a list of those companies on ISS' website, however.
Funds and other such institutional investors typical control most of the stock at publicly traded companies. At GCI, 93% of shares are held by such investors.
GCI shareholders, also by the same 20% margin, voted against the re-election of three members of the board of directors' executive compensation committee: Arthur Harper, Marjorie Magner and Duncan McFarland. The committee recommends annual pay to senior executives; the full board makes a final decision. (A fourth panelist, Karen Hastie Williams, retired at the meeting, so was not up for re-election.)
In the end, the pay policy won overwhelming support, as did the overall re-election of the full slate of nine directors. Still, large numbers of shares voted against management are unusual. Tuesday's dissenting votes, especially against the directors, suggest the resolve some big investors had in sending a message to the board and to management about corporate pay practices.
Last year, Dubow got paid $9.4 million, twice the amount he received in 2009. COO Gracia Martore's pay also doubled, to $8.2 million, according to the summary compensation table in the annual shareholders' proxy report.
The 2010 Dodd-Frank Act mandated the "say on pay" vote for all but the smallest companies. Although it is not binding, several large companies changed their executive pay policies or lobbied ISS to mollify unhappy investors, the WSJ said. Those included General Electric, Lockheed Martin, Pfizer and Johnson & Johnson.