Pfizer’s Fancy Proxy Fails To Impress The SEC

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heiroglyphics.jpgIn response to criticism that proxies are harder to read than heiroglyphics, the drugmaker decided to remake its proxy. The motivation - restore its reputation as a leader in corporate governance, a once-admired image that was sullied after the board showered former ceo Hank McKinnell with a nearly $200 million exit package, including $82 million in retirement benefits. Pfizer was also encouraged by Chris Cox, the Securities and Exchange Commission, who has been pushing for simpler language and less legalese in proxies.

And so Pfizer turned to outside communications and design consultants to give its proxy an extreme makeover, The New York Times reports. The drugmaker reorganized and color-coded crucial sections, and turned paragraphs into bullet-points, created a new summary compensation table and added photos of its execs to a two-page chart. Then, yesterday, Pfizer execs unveiled a mock-up - what they are describing as a “concept document” - at a conference in Washington.

But there is a problem, the Times writes. Pfizer’s most recent compensation report, the basis for the mock-up, is under review by the SEC for inadequate disclosure, according to people briefed on the situation, according to the paper. Apparently, the new proxy is what the paper calls “disclosure run wild.” And within the SEC, the episode has become the latest flashpoint in an agency debate over pay disclosure rules.

The SEC’s corporate finance staff, which has overseen changes in pay disclosure rules, didn’t participate in the mock-up effort. “We were aware that they were working on it,” John White, the corporate finance division’s director, tells the paper. “The staff has not been involved at all in providing input into the presentation.”

Ironically, Bill Lutz, a communications consultant and a former English professor at Rutgers, who worked with Pfizer on the redesign, says several SEC officials reviewed early drafts, including Cox. “The chairman has been involved and provided encouragement. He wants to be able to say to companies: here is something to look at for good ideas for communicating better. We are trying to give him something to use,” he tells the Times, adding that corporate finance staff members reviewed the document and didn’t like what they saw. “They are very unhappy. Communication is not their concern.”

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