When the Securities and Exchange Commission was considering the adoption of its say-on-pay rules, I submitted this comment letter recommending that issuers be given flexibility to adopt voting procedures that they determine to provide the most effective means of assessing shareholder preferences. The SEC staff declined to follow my recommendation. Instead, the SEC adopted a rule, Rule 14a-21(b), which is not only very confusing for issuers to implement but also an exceptionally poor mechanism for determining shareholder preferences.

My point is illustrated by the following voting results that one issuer recently reported in its Form 8-K...