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Another Majority Vote for ?Say on Pay?Submitted by: Carol Bowie, Governance Institute

Valero Energy recently disclosed results for the Advisory Vote on Compensation proposal that its shareholders voted on this year ? the tally shows support of 53.7 percent (based on votes cast for and against), up from 53 percent support for the same proposal in 2007. Both years? resolutions were submitted by the Unitarian Universalist Association of Congregations (UUA).

Valero thus becomes the tenth company on this year?s list of majority supported ?say on pay? shareholder proposals. The list stopped at eight firms in 2007. Under its bylaws, Texas-based Valero counts abstentions when tallying results for shareholder proposals, and by its reckoning the measure did not pass. Valero spokesman William Day told Risk & Governance Weekly that, so far, the company has no plans to address the proposal.

In another distinction, the Valero resolution is the second to get majority backing from votes cast for two years in a row. The other was voted on at Ingersoll Rand. The measure also garnered 50.7 percent support at computer maker Apple this year after obtaining a near-majority (46.6 percent) in 2007.

While support declined somewhat at several financial firms that had the resolution on their ballots over the last two years, overall ?say on pay? shareholder proposals have averaged about 42 percent support so far this year over more than 50 meetings where votes have been reported, according to RiskMetrics data ? virtually the same level as 2007. Only two votes remain pending for fall meetings, at Procter & Gamble and Oracle. Proponents may currently be more focused on this year?s political election, which may give a boost to their push for advisory pay votes. According to the draft Democratic national platform released on Aug. 7, for example, party leaders ?will ensure shareholders have an advisory vote on executive compensation, in order to spur increased transparency and public debate over pay packages.?

Full post as published by Institutional Shareholder Services -- Corporate Governance Blog on August 25, 2008 (boomark / email).