Executive compensation will be a hot topic during the upcoming proxy season, which will see a second round of say-on-pay votes. Last year, only about 45 companies failed to win majority approval for their pay packages for executives, even though proxy advisory firms had recommended "no" votes for about 300 companies. But there is no room for complacency because this year proxy advisory firm ISS set the bar higher for the advisory votes on pay, suggesting that approval levels below 70% should trigger a closer look at a company's compensation.

Companies that fail to achieve that 70% level may want to rethink their compensation plans or defend them, says Don Keller, a partner at PwC's Center for Board Governance.

Martin Dunn, a partner at O'Melveny & Myers in Washington, notes that when investors are unhappy about a company's executive pay, "quite often it's not what needed to be changed, it's what needs to be better explained."

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