Shearman And Sterling

Board meeting table and chairs -- Shareholder Proposal Season

Sep 23, 2019

Shareholder Proposal Season

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In this section of the Survey, we present an overview of the results of both the management-sponsored and the shareholder-sponsored proposals voted on at the annual meetings of U.S.-based S&P 500 companies in 2019.

Some of the key findings based on our review of these results are:

  • The level of shareholder support in director elections in 2019 was consistent with the prior two years.
  • The level of shareholder support for say-on-pay proposals in 2019 was slightly less than the prior two years
  • There were slightly fewer management-sponsored proposals regarding governance matters in 2019 as compared to 2018.
  • There was a significant decrease in shareholder proposals to amend the right of shareholders to call a special meeting, with 14 such proposals being voted on in 2019 compared to 42 in 2018 and 18 in 2017.
  • Both the number of, and the level of shareholder support for, shareholder sponsored independent board chair proposals in 2019 were consistent with both 2018 and 2017.
  • In 2019, the number of shareholder proposals to allow shareholders the right to act by written consent was roughly consistent with 2018 (29 versus 34), up from just 13 such proposals in 2017.
  • In 2019, shareholders continued to submit proposals to modify a range of governance practices, with success rates comparable to those of prior years.
  • The number of compensation-related proposals continued to decline in 2019, although the level of shareholder support increased slightly.
  • There was a slight increase in the number of proposals pertaining to environmental, social and political matters voted on in 2019 compared to 2018.

Read “Shareholder Proposal Season.”

Authors and Contributors

Arielle L. Katzman

Associate

Capital Markets

+1 212 848 4451

+1 212 848 4451

New York

Michael L. Perez

Associate

Capital Markets

+1 212 848 7278

+1 212 848 7278

New York