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Firms Face Irked Investors, "Say In Pay" Votes

This proxy season, shareholders at some 70 to 100 corporations will vote on proposals that could give them a voice in executive pay. According to the proxy advisory firm Proxy Governance, some of those companies facing investor wrath may include Coca-Cola, Exxon Mobil, Merck and Wal-Mart.

In an interview for "Morning Call," The Corporate Library's Paul Hodgson explained that the so-called "say in pay" votes wouldn't cap or decrease the amount company bigwigs receive -- but how those amounts are calculated and doled out.

CNBC's Mary Thompson noted that 2006 saw shareholder ire sparked by awe-inspiring -- and sometimes perplexing -- severance bundles, including the $200 million-plus granted to Home Depot's ex-Chief Executive Robert Nardelli, and the $180 million pension package lavished upon outgoing Pfizer CEO Henry "Hank" McKinnell. The latter -- which could amount to $200 million if a stock allotment is triggered -- was a particular source of disbelief, as McKinnell was forced out amid anger over that very retirement package. (To say nothing of a legacy that includes an announcement that Pfizer will lay off 10,000 employees.)

If passed, the "say in pay" measures would likely be non-binding -- but toothlessness is besides the point, say analysts. Such proposals are already in place among firms based in the U.K., Australia and Sweden, and the sheer fact that investors have made their voices publicly heard is generally taken as a caveat for board members to listen -- and to alter how they dole out those platinum parachutes. And for those directors who remain unmoved, take heed: In the Netherlands, such votes are indeed binding.

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