Annual Corporate Governance & Executive Compensation Survey

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

• Cover
• Introduction
• Insights
• The Importance of Adding Culture to the Board Agenda
• CEO Pay Ratio: Perspectives on the First Year and a Look Forward
• Cybersecurity - Board Oversight
• Board Diversity and the Skills Matrix
• Board Oversight of Sexual Harassment and Misconduct Claims
• Shareholder Engagement: Using Proxy Statements and Corporate Websites
• Shareholder Activism: Will 2018 be A Record-Breaking Year for Activism?
• Director Compensation and the Delaware Courts
• Proxy Access
• Proxy Access - The March Forward Continues but at a Slower Pace
• IPO Governance Practices
• IPO Corporate Governance
• Shareholder Proposals
• Shareholder Proposal Season
• Shareholder Proposals 2018 - Was 14I Really a Game Changer?
• The Survey
• Board Structure and Practices
• Board Refreshment
• Women in Leadership
• Anti-Takeover Provisions
• Compensation-Related Proxy Disclosures
• Say-on-Pay
• Clawback Policies
• Change in Control Severance Arrangements
• Severance Arrangements
• Compensation-Related Shareholder Proposals
• Stock Ownership and Retention Guidelines
• Hedging and Pledging Policies
• Executive Perquisites
• Survey Methodology