Kforce Inc. (KFRC) | NASDAQ | Meeting Date: 2013/04/05

At the 2012 annual meeting of Kforce Inc., shareholders voted down the say on pay proposal, with only 39% of voting shares cast in favor of the company’s pay program and all director nominees receiving withhold votes between 24% and 37% stemming from these concerns. In the wake of the failed say on pay vote, Kforce engaged with its 25 largest institutional shareholders as part of an extensive review and redesign of its executive compensation, and instituted sweeping changes to the program, including adjustments to target overall pay and performance metrics, and the adoption of market best practices, including clawback provisions, executive stock ownership guidelines, holding periods for previously accelerated equity-based LTI awards, and insider trading, anti-pledging and anti-hedging policies. While shareholders should be wary of the amount of pay granted in 2012, we believe careful consideration should be given to Kforce’s shareholder outreach activity during the past year and the program modifications intended to reign in pay levels in future years, which we have detailed in our analysis of this year’s say on pay proposal.

Bank of New York Mellon Corporation (BK) | NYSE | Meeting Date: 2013/04/09

As one of the first major U.S. financial firms to hold an annual meeting during the 2013 proxy season, Bank of New York Mellon shows signs of improvement. Whereas the company’s pay for performance practices were deficient over the span of several years, and while only 58% of shareholders supported its say on pay vote at last year’s annual meeting, during 2012 the board engaged with shareholders to identify and mitigate many of their major concerns. The compensation committee implemented a long-term incentive performance-based plan in which awards are tied to the return on risk-weighted assets over a three-year period. The board also increased the deferred portion of salary, increasing the reliance on variable pay in the executive pay program. These enhancements are designed to minimize risky behavior among executives and are therefore factors that shareholders should be pleased to see. For a company whose history stems back to the birth of the American republic, Bank of New York Mellon has shown its shareholders that it is willing to adapt to evolving standards in corporate governance.

Toronto-Dominion Bank (TD) | 2013/04/04
Agrium Inc (AGU) | 2013/04/09 | Read the Proxy Season Insider on Agrium
Bank of Nova Scotia (BNS) | 2013/04/09
Fiat (F) | 2013/04/09
Daimler AG (DAI) | 2013/04/10
Bank of Montreal (BMO) | 2013/04/10
Julius Baer Group (BAER) | 2013/04/10

Reuters: 3/25 Tessera CEO stepping down, board to be overhauled Chief Executive Robert Young is stepping down, after activist hedge fund Starboard Value called for his sacking and an overhaul of the technology patent company’s board.The company also replaced its chairman and named three new independent directors. [Read More]

New York Times: 3/29 Bad Directors and Why They Aren’t Thrown Out In the annals of shareholder democracy, it’s hard to imagine a more compelling case against a company’s directors than those who presided over the serial management calamities that have plagued the computer giant Hewlett-Packard in recent years. [Read More]