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Congress Got 'Say-on-Pay" Right

Poerio called the lawsuit a "healthy reminder that, although the Dodd-Frank Act's Say on Parachute disclosure and vote are not expected to derail transactions, they involve sensitive disclosures that warrant up-front diligence and thoughtful presentations to shareholders."

The Wall Street Journal reported on Wednesday that shareholders of FirstMerit (FMER) had rejected the company's 2011 executive compensation package, and that proxy-advisory firm Glass Lewis had previously recommended that shareholders of FirstMerit and Citigroup reject both companies' pay plans.

Other regional bank holding companies previously reported by the Journal as having Glass Lewis recommend "no" votes on pay, included Huntington Bancshares (HBAN), whose CEO Stephen Steinour is slated to receive total compensation of $6.45 million for 2011. Huntington's shareholders approved the company's 2011 executive pay package on Thursday.

A spokesman for Glass Lewis says the firm is recommending shareholders vote "Yes" for the 2011 pay package for Bank of America (BAC). The vote will take place at the company's annual meeting in Charlotte, N.C., on May 9.

Bank of America CEO Brian Moynihan is slated to receive total compensation of $8.1 million for 2011, increasing from $1.9 million in 2010. CFO Bruce Thompson's 2011 compensation package totals $11.1 million, declining from $11.4 million the previous year, while vice chairman Charles Noski's 2011 package totals $6.4 million, increasing from $1.1 million in 2010.

In addition to Huntington, Hudson City Bancorp (HCBK), FirstMerit and Associated Bancorp (ASBC), whose shareholders were advised by Glass Lewis to vote "no" against pay packages, as reported by the Wall Street Journal last week, Glass Lewis also recommends shareholders vote against pay packages at these regional banks:

Capital One Financial (COF) - Shareholders will vote on May 8, with CEO Richard Fairbank slated to receive total compensation of $18.7 million for 2011, increasing from $14.9 million for 2010. Glass Lewis said that Capital One "was deficient in linking pay with performance," that its compensation committee "had not effectively serviced shareholders," and that shareholders should use the vote "to express their concerns regarding the Company's executive compensation."

TCF Financial (TCB) - Shareholders will vote on Wednesday, with CEO William Cooper slated to receive total compensation of $8.9 million, increasing from $2.1 million the previous year. Glass Lewis said shareholders should vote against TCF's compensation plans since the company "does not utilize a sufficiently objective, formula-based approach to setting executive compensation levels."

Stock quotes in this article: BAC, C, COF, TCB, HBAN, FMER, BPFH, EBTX, CSE, STL, PACW 

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