Corporate Governance

2018 Corporate Governance & Execution Compensation Survey

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SHAREHOLDER PROPOSAL SEASON Commentary provided by Stephen T. Giove, Arielle L. Katzman and Zachary S. Aries Shearman & Sterling LLP 58 | Shareholder Proposal Season SHAREHOLDER PROPOSAL SEASON Commentary provided by Stephen T. Giove, Arielle L. Katzman and Zachary S. Aries In this section of our Survey, we present an overview of the results of both the management-sponsored and the shareholder-sponsored shareholder proposals voted on at the annual meetings of U.S.-based S&P 500 companies in 2018 (through July 31, 2018). We also highlight some of the key findings based on our review of these results. Election of Directors The level of support in director elections in 2018 was consistent with the prior two years. Directors received an average vote in favor of 97.2% and 88% of directors received a 95% or greater vote in favor. Approximately 11.5% of directors received a vote in favor of between 70% and 94%, 25 directors received a vote in favor of between 50% and 69% and, as shown above, one director failed to receive a majority vote. Say-on-Pay Proposals The level of support for say-on-pay proposals in 2018 was consistent with the prior two years. These proposals received an average vote in favor of 91.5%, down slightly from 92.0% in 2017 and 92.2% in 2016. A total of six proposals failed to receive a majority vote in 2018 (compared to six in 2017 and five in 2016) and 18 proposals received a vote in favor of between 50% and 69% (compared to 21 in 2017 and 19 in 2016). MANAGEMENT-SPONSORED PROPOSALS — ROUTINE MATTERS *Through July 31, 2018. 2018 Year-to-Date* 2017 2016 Proposal Type # Props. # Fail Avg. % in Favor # Props. # Fail Avg. % in Favor # Props. # Fail Avg. % in Favor Election of Directors 4,171 1 97.2 4,593 1 97.1 4,523 1 97.4 Ratification of Auditors 416 0 97.9 466 0 98.3 465 0 98.6 Say-on-Pay (Advisory) 405 6 91.5 466 6 92.0 443 5 92.2 Approve/Amend Equity Based Plans 94 0 94.4 193 0 93.9 192 0 93.8 TOTAL 5,086 7 N/A 5,718 7 N/A 5,623 6 N/A The data in this section of our Survey was provided by Proxy Insight, a leading source of information on global shareholder voting

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