XPO shareholder support for executive pay falls

LOS ANGELES (Reuters) – XPO Logistics Inc’s said in a regulatory filing on Friday that about two-thirds of shares voted were in favor of its executive compensation plan, a sharp decline from a year earlier and a level that analysts said suggested eroding support. Just over 49 million votes were cast in favor of ratifying XPO’s executive compensation, versus about 24 million “against,” the regulatory filing showed. Pay consultants view results below 70 percent support for executive pay as a sign that boards should revamp compensation. Based on votes cast, which excludes abstentions and broker non-votes, XPO investor support came in at 67.1 percent, down from almost 93 percent a year earlier. XPO Chairman and Chief Executive Bradley Jacobs held about 15 percent of XPO’s outstanding common stock at the end of 2018, suggesting that outside support for the company’s compensation is lower than the raw totals indicated. The company declined to comment. Shares in XPO are down 50 percent from their peak of $116.26 in September. The Connecticut-based warehousing and delivery company, which is racing to replace $600 million in lost revenue from its largest customer, has twice cut its 2019 profit forecast. Influential shareholder advisory firms Institutional Shareholder Services (ISS) and Glass Lewis recommended that investors vote against ratifying compensation for named XPO executives under non-binding “say on pay” rules at the company’s May 15 annual meeting. Jacobs received total compensation of $13.3 million in 2018, even after declining his entire cash bonus and a portion of his long-term incentive bonus. “Given that the company granted the most recent award more than a year before the vesting period for the prior grant was over, investors may question the lack of a firm commitment not to make additional rewards,” ISS said in its report recommending investors to vote “against” ratifying compensation. Jacobs earned $1.4 million in 2017 and investors support for XPO’s executive compensation soared at the subsequent annual meeting, with “for” votes coming in at almost 93 percent. That compared with just over 62 percent “for” votes on the heels of Jacobs earning almost $22 million in 2016.

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