2013 Say on Pay Voting Results

• 3,363 companies held Say on Pay votes in 2013
• 73 companies have failed with an average 60% ‘Against’ vote
  • Two additional company received less than 50% ‘For’ but considered the vote a win because ‘For’ votes outnumbered ‘Against’ votes due to abstentions
  • One company, Looksmart, received 100% ‘Against’ on their Say on Pay vote
    • Board recommended shareholders vote ‘Against’
      • “The current directors of the Company and the current compensation committee members believe that the executive compensation and the related practices of the former directors and former executive officers were ineffective and inappropriate and that the former directors and former executive officers consistently awarded themselves excessive compensation without regard to performance or what was in the best interests of the stockholders.”
  • 15 companies have failed previous votes
• 71% of companies have received a greater than 90% ‘For’ vote
• Average vote among all companies
  • 90% ‘For’ vote
  • 8% ‘Against’ vote
  • 2% Abstentions