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Author: pauleckler Big funky green star, 20000 posts Top Favorite Fools Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: of 46811  
Subject: Re: Proxy Question Date: 3/25/2012 4:29 PM
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"Say on pay" implies that shareholders will be able to vote on some salaries depending on the specifics of the plan. That implies a delay and sometimes costs for special votes and mailings etc.

The bottom line is executives like to be able to manage these things at will. Approval of the board of directors should be adequate. Any rules cause them headaches (and questions their judgement if their recommendation fails).

But not to worry, few of these votes ever pass. Usually large shareholders vote for whatever the company recommends (I do).

If you question the judgement of the board of directors, it's usually best to sell and buy something with better management. Voting on shareholder issues amounts to rearranging deck chairs on the Titanic.
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