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Supervalu shareholders get 'say on pay'

Stockholders at many firms are pressing for referendums on compensation practices. Companies are agreeing, often reluctantly.

June 25, 2010 at 2:47AM
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Facing rising angst over soaring executive compensation, companies are increasingly putting forward voluntary plans to give their shareholders a so-called "say on pay."

Supervalu became the latest to do so Thursday, when shareholders overwhelmingly approved a management proposal to hold a non-binding advisory vote every three years on compensation practices.

At last year's annual meeting, Supervalu's board opposed an annual non-binding advisory say-on-pay vote put forward by a shareholder who felt the Eden Prairie-based company's management got paid too much. The measure passed anyway, but Supervalu's board never adopted it and it didn't go into effect.

But like a growing number of companies, Supervalu changed its tune, at least somewhat. Over the past two years, about 70 U.S. companies have voluntarily put forward advisory say-on-pay votes, said Patrick McGurn, special counsel for the shareholder advisory firm RiskMetrics Group.

"You have to put 'quotation marks' on that," he said, referring to "voluntarily." The bulk of those were adopted after shareholders were already pressing for a say-on-pay vote, as was the case at Supervalu, McGurn said.

Minneapolis-based Ameriprise Financial is another example. It adopted an annual advisory say-on-pay vote in response to a "desire expressed by certain shareholders," Ameriprise said in a federal securities filing.

The first vote was held in April, and 79 percent of Ameriprise shareholders approved of the company's executive pay practices.

Shareholder approval is the usual outcome of say-on-pay votes. But earlier this year, executive compensation policies were shot down at Motorola, Occidental Petroleum and KeyCorp., creating a public relations predicament for all three companies.

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Even though say-on-pay votes are non-binding, they still put pressure on companies, McGurn said. "They seem to be a good prod to get directors to be more proactive on compensation issues."

Companies may soon be forced to adopt say-on-pay. Financial reform legislation that has passed the Senate and the House includes a mandatory say-on-pay provision.

The conference committee working on the legislation still must decide if the advisory votes will be annual, or whether companies will be allowed to determine their frequency.

"I've never seen the sense of doing it on any other basis than annual," McGurn said. "You're given a pay package every year."

In a securities filing, Supervalu said it adopted a three-year time frame because its compensation program is designed to reward performance over a multi-year period.

Mike Hughlett • 612-673-7003

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about the writer

about the writer

Mike Hughlett

Reporter

Mike Hughlett covers energy and other topics for the Minnesota Star Tribune, where he has worked since 2010. Before that he was a reporter at newspapers in Chicago, St. Paul, New Orleans and Duluth.

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