Issue link: https://digital.shearman.com/i/1019978
Shearman & Sterling LLP Proxy Access — The March Forward Continues but at a Slower Pace | 45 Two years/25% Two years/15% Three years/25% Other By-laws silent Proxy access reduced for two years Proxy access reduced for three years Other By-laws silent Advance notice eliminates all proxy access nominees Advance notice reduces proxy access nominees (without limit) Advance notice reduces proxy access nominees (but not less than one) By-laws silent Proxy access reduced for two years Proxy access reduced for three years No limit specified By-laws silent Restrictions on Renomination Nominee is ineligible for a specified number of years if nominee failed to receive a specified % of votes Prior Election of Nominee Impact on proxy access if director previously elected pursuant to proxy access is nominated by the company Interplay with Advance Notice Impact on proxy access if advance notice is used Agreement with Shareholder Impact on proxy access if agreement with a shareholder is entered into and such shareholder is granted the right to a board seat 1.1% 1.1% 50.6% 34.8% 12.4% 2.3% 67.4% 20.2% 10.1% 9.0% 60.7% 14.6% 15.7% 1.1% 19.1% 67.4% 12.4% SECOND-TIER TERMS – DEEPER DIVE Of the Top 100 Companies, 89 companies have adopted proxy access by-laws. Within those 89 proxy access by-laws, we examined the presence of the following second-tier terms. Loaned Shares Extent to which loaned shares are included in minimum percentage ownership calculation 1 Of the 37 proxy access by-laws that permit inclusion of loaned shares if recalled, five companies require recall within three days, 31 companies require recall within five days and one company requires recall within a reasonable period of time. 2 Of the 46 proxy access by-laws that permit inclusion of loaned shares if recallable, 15 companies have a three-day recall period, 27 companies have a five-day recall period, and four companies have no time limit on the recall period. Loaned shares included if recallable and must be recalled at certain time 1 Loaned shares must be recalled to be included 41.6% 51.7% 2.2% 4.5% Loaned shares included if recallable but not required to be recalled 2 By-laws silent (loaned shares not included)