Shearman & Sterling LLP 54 | Shareholder Proposal Season
SHAREHOLDER PROPOSAL SEASON
Stephen T. Giove, Arielle L.
Katzman and Michael L. Perez
INSIGHTS
MANAGEMENT PROPOSALS — ROUTINE MATTERS
The data in this section of
the Survey was sourced from
SharkRepellent.net
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 (through
June 30, 2019). We also highlight some of the key findings based on our review
of these results.
Election of Directors
The level of shareholder support in director elections in 2019
was consistent with the prior two years. Directors received
an average vote in favor of 96.9%, and 85.6% of directors
received a 95% or greater vote in favor. Approximately 13.4%
of directors received a vote in favor of between 70% - 94%,
35 directors received a vote in favor of between 50% - 69%
and one director was not elected.
Say-on-Pay Proposals
The level of shareholder support for say-on-pay proposals
in 2019 was slightly less than the prior two years. These
proposals received an average vote in favor of 90.4%,
down from 91.5% in 2018 and 92.3% in 2017. A total of six
proposals failed to receive a majority vote in 2019 (as was
the case in 2018 and 2017), and 15 proposals received a
vote in favor of between 50% - 69% (compared to 18 in 2018
and 17 in 2017).
* Through June 30, 2019.
2019* 2018 2017
Proposal Type #
Props.
#
Fail
Avg. %
in
Favor
#
Props.
#
Fail
Avg. %
in
Favor
#
Props.
#
Fail
Avg. %
in
Favor
Election of Directors 4,085 1 96.9 4,552 0 97.2 4,507 1 97.2
Ratification of Auditors 409 0 97.5 459 0 98.0 459 0 98.3
Say-on-Pay (Advisory) 393 6 90.4 444 6 91.5 459 6 92.3
Approve/Amend Equity-Based Plans 91 0 93.0 122 0 93.8 204 0 94.1
TOTAL 4,978 7 N/A 5,577 6 N/A 5,629 7 N/A