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Illustration: Aïda Amer/Axios

Companies that fail their "say-on-pay" votes — in which shareholders give thumbs-up or thumbs-down on the compensation of the C-suite — tend to perform worse than the market and their peers, research from Morgan Stanley finds.

Why it matters: "Say-on-pay failures should be taken as a meaningful red flag for investors," the firm says, noting that there's increased scrutiny of CEO pay this year as COVID-19 forces mass layoffs and furloughs.

Where it stands: Public companies are required to hold say-on-pay votes at least once every three years, per rules ushered in by the Dodd-Frank Act and approved by the SEC in 2011.

  • The vast majority of companies get approval from their shareholders in these referendums, which are non-binding.
  • But among the approximately 2.5% that get less than 50% of shareholder buy-in, there are often bigger problems at work.
  • "Companies in our US coverage that failed their say-on-pay votes in 2019 have underperformed the market by 20%, on average," according to Morgan Stanley (where I once worked).

The details: Among companies that failed their say-on-pay votes in 2019 — like Netflix and Williams Sonoma — many haven't yet had their 2020 annual meetings, where such votes are taken.

  • Two companies that failed say-on-pay votes both in 2019 and 2020 are Qualcomm (which saw only 17% of shareholders support its say-on-pay vote in April) and Iqvia Holdings (which saw 46% support).

"I think of say-on-pay as a very unique window into how shareholders are perceiving not just executive compensation, but governance practices as a whole," Mark Savino, equity strategist at Morgan Stanley, tells Axios.

The intrigue: Since the advent of COVID-19, many companies have announced that their CEOs were taking salary cuts, some as much as 100%.

  • "Through May 2, 432 Russell 3000 companies announced or publicly disclosed compensation actions in response to COVID-19," according to Semler Brossy, an executive pay consultancy.
  • But salary is typically a small part of a C-suite executive's compensation.
    • Take Netflix's CEO, Reed Hastings: Per Deadline, his compensation package totaled $38.58 million for 2019, but his base was only $700,000.

What they're saying: In a year when employees are losing their jobs en masse, it creates good optics for top executives to forgo some pay.

  • "Given the intensity of the spotlight on executive compensation in normal market conditions, a temporary reduction in executive salaries may very well produce an outsized impact on market perception in today’s climate," per Longnecker Associates, a compensation consultancy.

Coronavirus has also changed investors' ESG priorities — environmental, social and governance — however temporarily.

  • Before COVID-19, "climate change as a whole was the overwhelming majority of focus and inbounding queries that we that we were receiving from investors" regarding ESG," Savino says.
  • These days, the "attention and focus has shifted much more towards the social and governance elements," such as the treatment of employees and executive compensation decisions.

The bottom line: "We believe a failed say-on-pay vote (especially when occurring in multiple years) can suggest a lack of engagement or misalignment between company management and its shareholders, and can also highlight underlying shareholder concerns about a company's performance and strategy," according to Morgan Stanley.

Go deeper

Jul 31, 2020 - Economy & Business

Australia orders tech to pay media firms for access to content

Illustration: Sarah Grillo / Axios

A new draft code of conduct released on Thursday by officials in Australia would require tech giants like Google and Facebook to start paying news companies to distribute their content.

Why it matters: If Australia adopts the plan and it becomes a model for others around the world, such measures could offer a significant boost to the news industry, especially local news, as it faces financial decline.

Biden's pick to lead major banking regulator drops out

Saule Omarova, nominee for Comptroller of the Currency, at a confirmation hearing on Nov. 18. Photo: Anna Moneymaker/Getty Images

President Biden's pick to head one of the country's most powerful banking regulators is dropping out of consideration for the post, according to a statement from Biden that accepted the withdrawal.

Why it matters: Saule Omarova, nominated to lead the Office of the Comptroller of the Currency, faced a tough path to confirmation — with opposition from Republicans and moderate Democrats.

Judge temporarily blocks Biden vaccine mandate for federal contractors

Photo: Chip Somodevilla via Getty Images

A federal judge on Tuesday temporarily blocked President Biden's vaccine mandate for federal contractors nationwide.

Why it matters: It's the latest setback in the Biden administration's rollout of COVID-19 vaccine requirements. Federal judges in two states temporarily barred the administration from enforcing mandates for millions of workers last week.