Issue link: https://digital.shearman.com/i/1019978
Shearman & Sterling LLP Shareholder Proposal Season | 59 MANAGEMENT-SPONSORED PROPOSALS — GOVERNANCE MATTERS 2018 Year-to-Date* 2017 2016 Proposal Type # Props. # Fail Avg. % in Favor # Props. # Fail Avg. % in Favor # Props. # Fail Avg. % in Favor Eliminate/Reduce Supermajority Voting 21 0 97.5 12 0 98.8 13 0 96.7 Authorize Shareholders to Call Special Meeting 15 0 80.5 3 0 91.3 6 0 96.2 Director Remuneration 8 0 96.1 12 0 91.8 9 0 94.2 Declassify Board 5 0 96.2 5 0 99.3 8 0 99.3 Adopt Proxy Access 4 0 94.7 3 0 98.0 11 2 83.9 Adopt Majority Voting 3 0 99.2 3 0 99.1 2 0 98.0 Adopt Forum Selection Provision 2 1 61.3 – – – 8 0 65.4 Authorize Shareholders to Act by Written Consent 2 0 94.8 – – – 1 0 95.3 Approve Director Removal Without Cause 1 0 99.7 3 0 99.4 6 0 99.3 Adopt/Amend NOL Rights Plan – – – 2 0 88.9 1 0 81.9 Approve Advance Notice Policy – – – 1 0 99.3 1 0 86.0 TOTAL 61 1 N/A 44 0 N/A 66 2 N/A Management Governance Proposals There were slightly more management-sponsored proposals regarding governance matters in 2018 as compared to 2017. This increase was driven by an increase in the number of proposals to eliminate or reduce supermajority voting provisions and proposals to provide shareholders with the right to call a special meeting (or to reduce the percentage threshold). *Through July 31, 2018.