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Public Affairs Council

Obama Plan Gives Shareholders Say on Executive Pay


The Obama administration is pushing legislation that would require publicly traded companies to give shareholders a non-binding vote on the compensation of CEOs and other highly paid executives and to vote on so-called "golden parachutes" at the time of a merger or acquisition.

Gene Sperling, a senior adviser to Treasury Secretary Timothy Geithner, predicted the say-on-pay legislation would pass easily and in time for shareholder votes on CEO pay during the 2010 spring proxy season. It would be required of any company holding an annual meeting after Dec. 15, 2009. Shareholders would vote on CEO pay every year.

Pro-business groups, including the U.S. Chamber of Commerce and the Business Roundtable, oppose the legislation. More liberal groups, such as the Institute for Policy Studies, say the Obama proposal doesn't go far enough, because shareholder votes would be non-binding.

A USA Today survey of 31 CEOs in June found 77 percent oppose say-on-pay legislation. Most said it leads to micromanagement by shareholders when a board of directors should make such decisions.

"I wonder if the congressmen backing this legislation would propose similar laws governing their own compensation," Steve Hafner, CEO of travel search engine Kayak told USA Today. "I'd love to vote on congressional pay and perks."

Under the proposal, a final decision on executive pay would remain with the board of directors.

The United Kingdom passed a similar law in 2002 that subsequent studies have shown is effective in aligning executive pay with companies' long-term prospects.