Yamana Gold Inc. Chairman and Chief Executive Officer Peter Marrone speaks during the annual general meeting of shareholders in Toronto May 4, 2011.MIKE CASSESE/Reuters
Yamana Gold Corp. chief executive officer Peter Marrone is giving back special share units he was granted last June, saying he has heard the message sent by shareholders who voted against the company's compensation plan in its annual say-on-pay vote.
Yamana reported Wednesday that it lost the say-on-pay vote at its annual meeting in Toronto, making it the third major major company to lose a compensation vote in the past week. Shareholders of Canadian Imperial Bank of Commerce and Barrick Gold Corp. also voted against compensation plans at both companies, complaining about special payments awarded to senior executives in both cases.
Yamana's shareholders were particularly upset with a special bonus program rewarding executives for completing the takeover of Osisko Mining Corp. Mr. Marrone, who is both chairman and CEO of the company, received a cash bonus of $2.7-million under the program and was granted 450,000 performance share units that will pay out in 2017 depending on the success of Osisko.
Yamana said 63 per cent of shareholders voted against the compensation plan and just 37 per cent were supportive.
Yamana's shareholder proxy circular said the Osisko share units had no value as of Dec. 31, 2014, because performance conditions had not been met yet, but said they could have "significant value in the future based on strong performance."
Mr. Marrone said Wednesday that he will return the share units in light of the say-on-pay voting result, although he did not suggest he would return the cash bonus.
"We regret this [vote] result, although we have clearly understood the message," he said in remarks at the annual meeting. "We do believe in performance and compensation-based performance. We have already begun a program of engagement with shareholders and we will ensure that we improve our efforts at demonstrating that alignment of performance and compensation."
He added he hopes the fact he is returning the share units "will be seen as a positive sign of intention and commitment to aligning compensation and performance."
Investors complained the Osisko cash bonus was too discretionary and wasn't included as part of executives' pay for 2014 on the company's main compensation disclosure chart, but was disclosed separately lower down in the annual shareholder proxy form. Proxy advisory firm Glass Lewis & Co., which advises major shareholders on voting issues, said all compensation paid to executives must be accounted for in the compensation chart.
"Shareholders should take serious issue with this lack of disclosure which we find deceitful and a clear misrepresentation with regard to executive compensation awarded during the year," Glass Lewis said in its hard-hitting voting recommendation on Yamana.
The Canada Pension Plan Investment Board, Canada's largest pension fund manager, said Yamana "has failed to appropriately align pay with performance" and said it is concerned with the practice of granting annual bonuses "on a largely discretionary basis."
British Columbia Investment Management Corp., which manages pension assets for public workers in B.C., also voted against the compensation plan and withheld its support for the re-election of compensation committee chair Nigel Lee. BCIMC said it is concerned about the compensation committee's "poor responsiveness" to investors concerns, and said Yamana's pay structure "lacks disclosure and risk mitigation features."
Janet McFarland