Potential Losers in 2012

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The word "no" may become an increasingly popular word among shareholders in 2012. As the disconnection between CEO pay and true performance has become a more high-profile concern in the American marketplace, many companies could lose say-on-pay advisory votes at annual meetings next year.

Let's look at some major candidates for shareholder ire -- these could very well be subject to embarrassing rejections of outrageous pay packages.

At risk for humiliations at the ballot box
GMI, the leading independent provider of global corporate governance and ESG ratings and research, has released a report analyzing 2,481 Russell 3000 companies, with additional research on 439 S&P 500 companies, and their shareholder advisory votes. (Download it here.)

From that analysis, GMI identified 157 corporations that could lose say-on-pay advisory votes in 2012. These companies received lackluster majority support for their pay packages this past year, giving us a signal that shareholder support for their companies' chief executive pay policies could wither even more next year.

Of the 10 companies GMI identified that received the lowest majority support last year, several should come as no surprise to Fools. My Foolish colleague Matt Koppenheffer has covered Chesapeake Energy's (NYS: CHK) atrocious pay plans severaltimes. I've taken my shots at Abercrombie & Fitch (NYS: ANF) on several occasions, too. Another longtime Fool, Tim Beyers, pointed out the "oh WOW" pay at an "oh yeah" company, Adobe Systems (NAS: ADBE) .

Another member of the list, Pfizer (NYS: PFE) , reminded us earlier this year that its silent "P" could stand for "pillaging." Among other things, the company showered departing CEO Jeffrey Kindler with millions in cash and benefits in a rich retirement agreement that was dreamed up on departure.

A few of the companies on GMI's top 10 list may not have as high a profile in the area of CEO pay, but they're still in danger of losing advisory votes next year after failing to surpass a 70% approval threshold last year. Trouble could be brewing.

GMI pointed out that Safeway (NYS: SWY) appears to be doling out discretionary bonuses; the rationale revealed in its proxy statement gives the creeping sensation these bonuses only exist because their executives may be flight risks. In Safeway's words, "[A]t some point, the payment of low or no annual bonuses makes the Company vulnerable to the exodus of high-performing executives."

How sad. Such bonuses sound like bribes to stay on board. What's even sadder for shareholders is Safeway's struggles in the grocery space, known for cutthroat competition and razor-thin margins. The fact that Safeway's five-year compound annual growth rate in revenue and net income are currently a pathetic 1.5% and -6.3%, respectively, gives shareholders plenty of reasons to look for far safer stocks than Safeway.

Avoiding losers in 2012
Remember, 38 companies lost say-on-pay votes in 2011, through October. Hewlett-Packard (NYS: HPQ) was one of the most significant, well-known losers. General Electric's (NYS: GE) decision to retroactively attach performance goals to stock options could be translated into a sign that corporate managements and boards actually don't want to attract the embarrassment of a say-on-pay defeat.

Although 38 is not a huge number in the grand scheme of things, it does show that shareholders are using this tool to voice displeasure when it's warranted. GMI points out that the companies that didn't manage to generate 70% support for their pay plans this past year may face increasing shareholder discontent -- and majority rejections of their compensation policies.

Shareholders should scrutinize these potential losers and consider doing one of two things: Eject them from your portfolio, or, if you believe the future prospects are still bright, vote against their pay packages using your proxy vote.

Let's hope that many American CEOs and corporate boards of directors realize that now that shareholders are watching and willing to vote their displeasure, it's a great time to amp up the operational performance or adjust compensation schemes to more reasonable, performance-based plans.

After all, who wants to be a loser?

Check back atFool.comevery Wednesday and Friday for Alyce Lomax's columns on environmental, social, and governance issues.

At the time this article was published Alyce Lomax does not own shares of any of the companies mentioned. Motley Fool newsletter services have recommended buying shares of Adobe Systems, Pfizer, and Chesapeake Energy, as well as creating a diagonal call position in Adobe Systems. Try any of our Foolish newsletter services free for 30 days. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.

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