Corporate Governance

2018 Corporate Governance & Execution Compensation Survey

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COMPENSATION- RELATED SHAREHOLDER PROPOSALS Shearman & Sterling LLP Compensation-Related Shareholder Proposals | 97 The most common shareholder proposals in 2018 related to clawback policies, pay disparity reports and incentive compensation COMPENSATION- RELATED SHAREHOLDER PROPOSALS 28 compensation-related shareholder proposals were submitted at 25 of the Top 100 Companies in the 2018 proxy season NONE of the 2018 compensation- related proposals were approved Pay disparity reports Diversity reports Incentive compensation Government service golden parachute Clawback policies Limitations on change in control equity vesting Other 5 1 4 3 5 5 5 5 of the Top 100 Companies requested diversity reports in 2017

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