Say-on-Pay Votes Make More Shareholder Voices Heard IN spring, a shareholder's fancy turns to thoughts of pay. Executive pay, that is - something that, in investing circles, can be more irritating than April pollen. The figures, disclosed in corporate proxy statements this time of year, are often maddening. Many corporate boards talk a good line about paying for performance. Then they turn around and award fat paychecks to chief executives who, by many measures, don't deserve them. But this year, this rite of spring has an extra kick. We are starting to see something that, for the most part, we haven't before: evidence that shareholders - the people who actually own public companies - are gaining some influence over corporate pay practices. These straws in the wind appear as a result of the Dodd-Frank law. Rules mandated by the law require companies to put their pay practices to a shareholder vote at least every three years. Admittedly, these votes aren't binding - which means that boards can choose to ignore them. But the say-on-pay rules went into effect in 2011, so this year's crop of corporate proxies provides the first real glimpse into how companies are, or aren't, responding when their shareholders express displeasure over C.E.O. pay. The early indications are positive: some companies seem to be listening. That's a refreshing change, particularly given how corporate America has pushed back on other aspects of the Dodd-Frank legislation. Granted, shareholders have to get pretty angry, or at least organized, before companies respond. Pay experts generally consider it a sign that shareholders are deeply unhappy when at least 20 percent vote against a company's pay practices. The good news is that some companies in this category have responded with changes that they hope will calm restive shareholders. Consider what happened at Stanley Black & Decker. Last year, fully 48 percent of the shares voted at the annual meeting objected to its pay practices. Management seems to have gotten the message. According to the latest proxy statement, Stanley Black & Decker ended its practice of staggered terms for directors, a shareholder-friendly move that makes directors less entrenched. It also significantly raised the minimum stock ownership required of its executive officers. The company didn't stop there. It said that, henceforth, new severance agreements with executives would no longer have the company foot their tax bills, a practice known as gross-up. Executives also have to hold on to stock options or restricted shares they receive for a year after they are granted. And John F. Lundgren, the C.E.O., took a 63 percent pay cut, according to data compiled for The New York Times by Equilar. Still, Mr. Lundgren got $12.1 million last year. Another example of a shareholder-induced change came at Johnson & Johnson. In 2011, its pay practices got a thumbs-down from a quarter of the shares voted at its annual meeting. This year, J.& J. revamped its long-term incentive program for executives. Out went longstanding cash payments for long-term incentives. Now, the company awards stock units that vest only over three years and after meeting three goals aligned with shareholder returns. The company's proxy statement said the change came "as a result of what we learned in 2011." FABRIZIO FERRI, an assistant professor at the Columbia Business School, said he thought say-on-pay votes would bring many changes like these. He bases this view on his studies of such votes among companies in Britain, where they have been a fact of life since 2001. Mr. Ferri and David Maber, an assistant professor at the Marshall School of Business at the University of Southern California, examined companies whose pay practices received objections from more than 20 percent of the shares cast. They found that after such votes, these companies were more likely to remove provisions that were seen to reward failure than those where shareholders had not expressed high dudgeon over pay. Once the problematic provisions vanished, the companies experienced lower dissent - or none at all - in the next proxy season.