Corporate Governance

2018 Corporate Governance & Execution Compensation Survey

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PROXY ACCESS — THE MARCH FORWARD CONTINUES BUT AT A SLOWER PACE Stephen T. Giove, Arielle L. Katzman and Daniel Yao PROXY ACCESS — THE MARCH FORWARD CONTINUES BUT AT A SLOWER PACE Stephen T. Giove, Arielle L. Katzman and Daniel Yao The proxy access adoption trend continued in 2018, although at a more modest pace. An additional 53 companies adopted proxy access by-laws in the first six months of 2018 compared to 87 in the first six months of 2017. In total, well over 500 companies, and over two-thirds of the S&P 500, have adopted proxy access by-laws. While the New York City Comptroller and other prolific shareholder proponents, including John Chevedden and James McRitchie, submitted fewer proxy access shareholder proposals in 2018 than in 2017, the volume of proxy access proposals was still substantial as compared to other corporate governance proposals. After three extremely active years, it appears that proxy access no longer leads the list of governance topics of shareholder proponents, but it still remains a significant area of focus. 303 OF THE 337 * companies that received "adopt" proposals in 2015-2018 adopted a proxy access by-law PROXY ACCESS ADOPTION NUMBER OF COMPANIES THAT HAVE ADOPTED PROXY ACCESS This represents a 90% * adoption rate * Excludes companies that received an "adopt" proposal and were acquired or filed for bankruptcy before adopting (12 companies) or had such a proposal receive a majority vote in favor for the first time in 2018 but have not yet adopted a proxy access by-law (one company). All data in this article is for all U.S. listed public companies and is as of June 30, 2018, unless otherwise noted. 533 U.S. Listed Public Companies 67% of the S&P 500 Top 100 Companies 2015 2016 2017 2018 40 79 88 89

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