Shearman & Sterling LLP
26
of the Top 100 Companies
received shareholder
proposals calling for an
independent board chair
Contents
Introduction
INSIGHTS
2 Shareholder Activism: Are You Prepared?
6 Proxy Access: The Battle Continues
THE SURVEY
16 Board Leadership
18 Women in Leadership
20 Board Refreshment
22 Board Structure and Practices
26 Shareholder Proposals
30 By-Law Developments
32 Takeover Defenses
34 Majority Voting Standards
36 Financial-Related Clawbacks
43 Detrimental Conduct Clawback Policies
44 Say-on-Pay
46 Compensation-Related Proxy Disclosure
52 Change in Control Arrangements
58 Severance Arrangements
60 Compensation-Related Shareholder Proposals
62 Stock Ownership Guidelines
68 Stock Retention Requirements
71 Pledging Policies
72 Hedging Policies
74 Relationship of Compensation and Risk
75 Executive Perks
76 Compensation Committee Advisors
78 Director Compensation
84 Survey Methodology
77
of the Top 100
Companies disclosed their
compensation-related
shareholder engagement
efforts, a 71% increase
since 2013
77
of the Top 100 Companies
have disclosed a mandatory
retirement age for directors
