Study Shows Say-on-Pay Impact not as Dramatic as Expected

August 31, 2011 ( – Results from the 2011 BNY Mellon Shareowner Services Annual Meeting Study show for the annual meeting season that just ended, expectations for major changes continue to outpace actual shareholder voting results.

The report analyzes data from more than 500 client meetings during the 2011 meeting season. The 2011 Annual Meeting Study includes findings on the type and number of proposals voted on; the impact of proxy rule changes requiring votes on executive compensation and the frequency of such votes, known as Say-on-Pay (SOP) and Say-When-on-Pay (SWOP); and other governance matters. 

Key findings from the study include:  

  • The majority of SOP votes were approved by shareholders. 
  • SOP and SWOP voting requirements did not have a dramatic impact on companies’ anticipated voting results. 
  • Annual voting frequency was the preference on SWOP votes. 
  • Annual meetings occurred later in year, with most clients holding meetings in May. 
  • Companies favored smaller and simpler annual meetings, with less extravagant venues and formats. 
  • SOP and SWOP requirements increased the number of proposals on most 2011 ballots.  


“With new SEC rules mandated by Dodd-Frank taking effect for the first time this year, there were predictions throughout the industry about potentially dramatic impacts of SOP and SWOP, increased shareholder activism, and the prospect of more contentious meetings,” said Kevin Brennan, managing director and head of sales and marketing communication for BNY Mellon Shareowner Services, in a press release. “Our data reporting on client experience across more than 500 client meetings clearly shows that these concerns were largely groundless, with the majority of management-supported SOP proposals approved by shareholders.” 

A report summarizing the study’s key findings can be found at