For the second consecutive year, Gannett shareholders are now casting votes on a "Say on Pay" resolution, where they're asked to approve the company's executive compensation.
The result will be announced tomorrow during the annual shareholders meeting, which starts at 10 a.m. ET at Corporate's headquarters in McLean, Va. If Corporate follows last year's practice, we'll only be told whether the measure passed or failed; the actual vote breakdown may not come for several days.
(The other two measures up for vote are virtually assured to pass with little dissension. They are to elect the 10 members of the board of directors, and to ratify the appointment of Ernst & Young as the company's independent auditor.)
20% thumbs-down last year
Mandated under federal law starting last year, the Say on Pay vote is advisory-only; management isn't required to make any changes in response to the results.
Last year, however, a significant number of stockholders -- about 20% -- voted against the compensation given to Chairman and CEO Craig Dubow and other top executives. We learned the vote breakdown in a separate regulatory filing three days after that spring's annual meeting.
By a slightly smaller percentage, shareholders also withheld votes to re-elect three directors who happened to all be members of the executive compensation committee, which helps set pay for management. Notably, one of those directors was Marjorie Magner, who was elected chairman after Dubow's retirement in October.
This year, in disclosing a new executive pay policy that dramatically cut compensation in the short term, directors said they "took note of the minority vote against the Say on Pay proposal last year, which reaffirmed the committee’s desire to undertake a comprehensive review of the company’s long-term incentive program."
It will be interesting to see if shareholders tomorrow look more favorably on the new policy.
The Say on Pay vote is required at all publicly traded companies under the 2010 Dodd-Frank Act.
Related: Here's the 2012 proxy statement and its voting instructions.
The result will be announced tomorrow during the annual shareholders meeting, which starts at 10 a.m. ET at Corporate's headquarters in McLean, Va. If Corporate follows last year's practice, we'll only be told whether the measure passed or failed; the actual vote breakdown may not come for several days.
(The other two measures up for vote are virtually assured to pass with little dissension. They are to elect the 10 members of the board of directors, and to ratify the appointment of Ernst & Young as the company's independent auditor.)
20% thumbs-down last year
Mandated under federal law starting last year, the Say on Pay vote is advisory-only; management isn't required to make any changes in response to the results.
Last year, however, a significant number of stockholders -- about 20% -- voted against the compensation given to Chairman and CEO Craig Dubow and other top executives. We learned the vote breakdown in a separate regulatory filing three days after that spring's annual meeting.
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| Magner |
This year, in disclosing a new executive pay policy that dramatically cut compensation in the short term, directors said they "took note of the minority vote against the Say on Pay proposal last year, which reaffirmed the committee’s desire to undertake a comprehensive review of the company’s long-term incentive program."
It will be interesting to see if shareholders tomorrow look more favorably on the new policy.
The Say on Pay vote is required at all publicly traded companies under the 2010 Dodd-Frank Act.
Related: Here's the 2012 proxy statement and its voting instructions.
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ReplyDeleteWill Maryam be tweeting from the shareholders' meeting?
ReplyDeleteThe shareholders should ask Gracia how do they let someone like Saridakis leave and invest in companies that will either directly compete with his prior company, Pointroll and invest in companies, like Narrative Science, that will put reporters out on the street, jobless.
ReplyDeleteHe is the most competitive person out there and we are doomed as he sets his sights on Gannett.
Shouldn't the board be concerned about this?
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ReplyDeleteLets talk Deal Chicken! How shitty is that business? Falling apart as we speak. No mention of it anymore as the newspapers are sucking wind and no one is making any money. Reps are basically bartering with local stores for free shit for themselves and their families.
ReplyDeleteHow about Brad Robertson and Gannett Local. Another FAILURE.
I am attending the shareholder meeting and i am going to ask Gracia about the Pointroll investigation into privacy issues, rogue executive behavior, undisciplined spending, bad finance/controls and illegal drug usage in the office.
ReplyDelete(Jim do not delete this, because if you ask people at the firm about it, you would find all this out and confirmed). Ask the head of training or head of operations or head of creative. They all have witnessed it BIG TIME and it continues).
8:51 I remove comments that include the word "bitch."
ReplyDelete8:58 Corporate bans tweeting, texting, live-blogging, photography and anything else that has to do with electronics.
That's under Corporate's rules, which say: "Any electronic devices must be turned off during the meeting."
My best guess is that Magner, as chairman, will be running the meeting.
In that capacity, she would have the final say on what questions she or any other officer will entertain from shareholders during the question-and-answer session.
Are they allowed to bring baseball bats and stupid sports analogies?
ReplyDeleteI'll go just to hear the lies and the most complacent board of directors ever assembled.
ReplyDelete9:05, you will do nothing at the meeting. So don't come here and brag about anything.
ReplyDeleteWalk the walk. Then you can talk the talk.
All the board needs to learn about how employees feel about the company can be found right here in Jim's blog. Unfortunately, what well see at the shareholders meeting are brainwashed supporters ordered to attend by our CMO.
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ReplyDelete10:29 I remove comments that make fun of someone's appearance -- including comparing them to RuPaul.
ReplyDeleteHey Jim, if they ban "electronic devices", does that mean that they could not stop someone from shooting photos with an old Leica film camera that has no electronics to it?
ReplyDelete11:37 Probably, yes. It's the spirit of the rule that counts.
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