More Than 50 Companies Voluntarily Adopt “Say on Pay” as Institutional Investors Continue to Press for an Advisory Vote

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More Than 50 Companies Voluntarily Adopt “Say on Pay” as Institutional Investors Continue to Press for an Advisory Vote

FOR IMMEDIATE RELEASE CONTACT
Tuesday, March 2, 2010 Cheryl Kelly (AFSCME), ckelly@afscme.org, 202-429-1145
Timothy Smith (Walden Asset Management), tsmith@bostontrust.com 617-726-7155

Shareholder resolutions filed with over 70 companies by large coalition of investors for 2010

WASHINGTON — Investors pushing for annual advisory shareholder votes on executive compensation today announced that more than 50 companies have now voluntarily adopted giving their shareholders an annual advisory vote on executive compensation, colloquially known as “Say on Pay.”

This milestone comes in the midst of the continued public debate focusing on executive compensation and Wall Street’s $20 billion bonus payouts. Legislative efforts to initiate this reform passed the House of Representatives and are currently before a Senate Committee.

“Say on Pay holds corporate leaders accountable for unjustifiable CEO pay,” said AFSCME President Gerald W. McEntee, whose 1.6 million members participate in public pension funds with combined assets worth more than $1 trillion. “The recklessness of too many CEO’s has got to end. Shareowners are demanding sensible pay for performance programs that discourage excessive risk taking.”

In 2008, starting with Aflac’s adoption, a total of six companies had agreed to hold an advisory vote. In 2009 the number of adopters grew to 19 companies. Now, in 2010, more than 50 companies have agreed to hold the vote. In addition, all TARP companies are required to have annual advisory votes.

“It’s been a natural evolutionary process for companies to embrace a relatively new idea like Say on Pay. But now we are reaching the tipping point. Less than a year ago, only a handful of companies had adopted the vote. Now more than 50 companies have agreed to do so, with more stating a higher comfort level with the concept,” said Timothy Smith, Senior Vice President at Walden Asset Management.

Additionally, in the absence of legislation or regulations mandating a market wide rule, the investor coalition announced the filing of additional Say on Pay shareholder proposals at more than 70 U.S. corporations for 2010 votes as part of the continuing campaign to give shareowners a voice in determining executive pay.

“Corporate boards have a primary responsibility to their shareholders – and this includes getting input from them on how well the company’s executive compensation ties pay to performance. These 50 and counting companies deserve credit for listening to their shareowners,” said Connecticut Treasurer Denise L. Nappier.

Momentum and support for proposals asking for an advisory vote has been steadily growing. In 2009, more than 75 Say on Pay shareholder proposals came to vote, averaging more than 46 percent support, with 24 majority votes. In 2008, more than 75 shareholder proposals seeking Say on Pay came to vote, averaging more than 41 percent support with 11 majority votes. In 2007, more than 50 shareholder proposals came to a vote, averaging over 42 percent support with nine majority votes.

This unique investor network started in 2007 —— comprised of public pension funds, labor funds, asset managers, individual investors, foundations and religious investors, who are members of the Interfaith Center on Corporate Responsibility (ICCR) — is organized by the American Federation of State, County and Municipal Employees, AFL-CIO (AFSCME) Employees Pension Plan and Walden Asset Management, a division of Boston Trust & Investment Management Company.

Many financial firms are among the companies recently announcing they adopted this vote, including American Express, Bank of New York Mellon, Goldman Sachs, JPMorgan Chase, State Street, SunTrust Banks and Wells Fargo. Other adopting companies include Aflac, Ameriprise, Apple, Bristol-Myers Squibb, CVS Caremark, ConocoPhillips, Hewlett-Packard, Honeywell, Ingersoll-Rand, Intel, Motorola, Valero Energy and Verizon.

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Companies Voluntarily Adopting
Say on Pay
Aflac (AFL)                                                    Charming Shoppes (CHRS)
Alaska Air (ALK)                                           CoBiz Financial (COBZ
American Express (AXP)                               Colgate Palmolive (CL)
Ameriprise Financial (AMP)                          ConocoPhillips (COP)
Apple (AAPL)                                                CVS Caremark (CVS)
Bank of America (BAC)                                 Edison International (EIX)
Bank of New York Mellon (BK)                     Enbridge Inc. (ENB)
Bed Bath & Beyond (BBBY)                          Fifth Third Bankcorp (FITB)
Blockbuster (BBI)                                           Forest Laboratories (FRX)
Bristol-Myers Squibb (BMY)                         Goldman Sachs (GS)
H&R Block (HRB)                                         Par Pharmaceuticals (PRX)
Hain Celestial (HAIN)                                    Pfizer (PFE)
Hewlett-Packard (HPQ)                                  PG&E (PCG)
Hill-Rom Holdings (HRC)                              Prudential (PRU)
Honeywell (HON)                                          RiskMetrics (RISK)
Ingersoll-Rand (IR)                                         State Street (STT)
Intel (INTC)                                                    SunTrust Banks (STT)
Intuit (INTU)                                                   Sysco (SYY)
Jackson Hewitt (JTX)                                     Tech Data (TECD)
Jones Apparel Group (JNY)                           Tecumseh Products (TECUE)
JPMorgan Chase (JPM)                                  US Bancorp (USB)
Lexmark International (LXK)                          Valero Energy (VLO)
Littlefield (LTFD)                                           Verizon (VZ)
MBIA (MBI)                                                   Wells Fargo (WFC)
Microsoft (MSFT)                                          Windstream (WIN)
Mobile Mini (MINI)                                       YUM! Brands (YUM)
Motorola (MOT)                                             Zale (ZLC)
Occidental Petroleum (OXY)

*A number of companies receiving resolutions this year have come to an agreement with the sponsor to implement say on pay and the resolution has been withdrawn. Additional companies beyond this sample list are also receiving the resolution for 2010 votes.

Among Companies Receiving “Say on Pay” Shareholder Proposals in 2010

Abbott Laboratories (ABT)                            Dominion Resources (D)
Aetna (AET)                                                   Dow Chemical (DOW)
Allstate (ALL)                                                 Dupont (E.I. du Pont de Nemours) DD
Altria Group (MO)                                          Ecolab (ECL)
American Express (AXP)                               Edison International (EIX)
AT&T (T)                                                       Eli Lilly (LLY)
Bank of America (BAC)                                 EMC (EMC)
Boeing (BA)                                                    Exxon Mobil (XOM)
Bristol Myers Squibb (BMY)                         Frontier Communications (FTR)
Burlington Northern Santa Fe (BNI)               General Electric (GE)
CenturyLink (CTL)                                          Goldman Sachs (GS)
Chesapeake Energy (CEK)                              Halliburton (HAL)
Cisco (CSCO)                                                 Honeywell(HON)
Colgate Palmolive (CL)                                  Home Depot (HD)
Conoco Phillips (COP)                                   International Business Machines (IBM)
CoBiz Financial (COBZ)                                JP Morgan Chase (JPM)
Coca-Cola (KO)                                             Johnson & Johnson (JNJ)
CVS Caremark (CVS)                                     Lockheed Martin (LMT)
Deere & Company (DE)                                  Marathon Oil (MRO)
Disney (DIS)                                                   McDonald’s (MCD)
Merck (MRK)                                                 Sprint (S)
Microsoft (MSFT)                                          Supervalu (SVU)
Morgan Stanley (MS)                                      Target (TGT)
Mylan (MYL)                                                  Terex (TEX)
Nabors (NBR)                                                 Time Warner (TWX)
PepsiCo (PEP)                                                            United Technologies (UTX)
Pfizer (PFE)                                                    Vectren (VVC)
Plum Creek Timber (PCL)                              Waddell & Reed Financial (WDR)
Pulte Homes (PHM)                                        Wal-Mart Stores (WMT)
Qwest (Q)                                                       Wellpoint (WLP)
Raytheon (RTN)                                              Windstream (WIN)
Rockwell Collins (COL)                                 Xcel Energy (XEL)
Sempra Energy (SRE)                                     Zions Bancorporation (ZION)