Recent shareholder votes against executive compensation plans at CVS and Intel may signal poor future stock performance by those companies, a new report said.
Nonbinding shareholder votes on executive compensation plans are required under a securities rule known as “say on pay.” Companies almost always win the votes, perhaps because the outcome is purely advisory—CEOs get the same pay regardless of the outcome.
But in unusual cases like Intel and CVS in which companies have lost say-on-pay votes, the stock prices of those companies performed badly over the next year, according to a report on Thursday by Morgan Stanley. For example, the stock prices of companies that lost executive compensation votes last year trailed the return on the S&P 500 index by an average of 20%, repeating a pattern that has held every year since 2015, the authors of the report noted.
“We view say-on-pay as a strong indication of shareholder satisfaction not only around exec comp but on broader governance, execution, and the strategic direction of a company, making it a meaningful forward-looking indicator, in our view,” Morgan Stanley’s analysts wrote in the report.
At Intel this year, just under 50% of shareholders voted in favor of the compensation package for CEO Bob Swan and his top reports, down from 60% support last year and 94% support in 2018, Morgan Stanley noted. The company has struggled with competition from AMD and Nvidia in recent years and granted large pay packages to Swan and CFO George Davis. Swan received total compensation worth $67 million last year, up from $17 million the prior year, when he as chief financial officer.
The company noted that Swan’s pay was increased because he was named CEO in January 2019. Swan “received a new, competitive pay package designed to recognize his pivotal role during a critical time of business, cultural, and leadership change, and to provide strong pay-for-performance incentives,” Intel said in a statement. “Approximately 98% of Bob Swan’s total compensation is at-risk and performance based, including equity awards tied to increasing the stock price of the company.”
Intel released the vote results only last week, so it may be too early to see an impact on its stock price. So far this year, Intel has been doing better than the overall market, as its business has not been hit as hard by the coronavirus pandemic as industries like airlines and hotels. Intel’s stock price is up 4% this year versus a 9% decline in the S&P 500.
At CVS, only 24% of shareholders favored the executive pay package, down from 90% last year and 91% in 2018. CEO Larry Merlo’s pay hit $36 million last year, up 66% from the previous year and triple his pay from 2017, according to CVS’s proxy filing.
CVS also defended its CEO pay package. “We value our stockholders’ opinions and are considering the outcome of the vote as part of our ongoing evaluation of our executive compensation programs,” CVS said in a statement. “We have a strong record of stockholder engagement and have implemented changes over the years based on their feedback.”
CVS’s stock price is down 14% in 2020.
The nonbinding vote on executive pay was mandated by the 2010 Dodd-Frank Act, passed after the mortgage meltdown of 2007–2008. Starting in 2011, the Securities and Exchange Commission required public companies to allow shareholders to offer their view of annual compensation for top officers.
Most companies that have held annual meetings in 2020 and reported the results of say-on-pay votes won over shareholders by large margins. For example, 94% of Macy’s shareholders and 95% of Union Pacific shareholders supported executive pay plans. That’s typical of most years. The percentage of public companies losing the vote has never exceeded 2% in a single year, and 86% of companies have never lost a vote since the process began, according to a 2019 study by HR consulting firm Mercer.
Morgan Stanley says only five other companies have previously lost say-on-pay votes in 2020: Qualcomm, Iqvia Holdings, U.S. Silica, Altria, and Vornado Realty.
