Annual Corporate Governance & Executive Compensation Survey

2018 Corporate Governance Survey

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SAY-ON-PAY Shearman & Sterling LLP Say-on-Pay | 85 4 3 0 2 3 5 5 5 6 1 6 5 5 5 2 8 46 36 25 37 37 36 5 5 SAY-ON-PAY APPROVAL RATES IN 2018* SAY-ON-PAY 2018 represented the companies holding a say-on-pay vote received approval 90 companies failed to receive approval 4 94 of the Top 100 Companies held a say-on-pay vote in 2018 Below 50% 50% – 59% 60% – 69% 80% – 84% 85% – 89% 70% – 79% 90% – 95% More than 95% * Approval rates are calculated on the ratio of votes "for" over the sum of votes cast plus abstentions, as reported in SEC filings. Ranges include fractional percentages, so, for example, the range of 50% - 59% includes all voting results from 50.00% to 59.99%. 7 TH proxy season under the Dodd-Frank Act's mandatory say-on-pay regime Of the 94 Top 100 Companies that held a say-on-pay vote in 2018 (and reported results), 74% received approval rates in excess of 90% and 10% received approval rates below 70%. 2016 2017 2018

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