Annual Corporate Governance & Executive Compensation Survey

2019 Corporate Governance & Executive Compensation Survey

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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

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