Issue link: https://digital.shearman.com/i/1019978
Shearman & Sterling LLP Shareholder Proposal Season | 61 SHAREHOLDER-SPONSORED PROPOSALS — ADDITIONAL GOVERNANCE MATTERS 2018 Year-to-Date* 2017 2016 Proposal Type # Props. # Pass Avg. % in Favor # Props. # Pass Avg. % in Favor # Props. # Pass Avg. % in Favor Adopt Majority Voting 6 4 57.6 5 3 52.6 3 1 40.2 Adopt One Share One Vote 5 0 30.3 5 0 29.6 9 0 26.2 Adopt/Amend Board Structure Policy 3 0 7.4 4 0 6.9 6 0 8.6 Adopt Cumulative Voting 3 0 9.4 2 0 9.7 1 0 10.9 Create Misc. Company Report 3 0 12.1 7 0 4 7 0 7.5 Adopt Confidential Voting Policy 2 0 3.6 4 0 3.9 – – – Declassify Board 2 2 86.6 1 1 62.9 2 2 89.9 Eliminate/Reduce Supermajority Voting 2 2 75.9 7 6 62.8 14 6 43.9 Board Diversity Report/Policy 1 0 2.0 1 0 4.9 1 0 5.1 TOTAL 27 8 N/A 36 10 N/A 43 9 N/A *Through July 31, 2018. Additional Governance Matters In 2018, shareholders continued to submit proposals to modify a range of governance practices, with success rates comparable to those of prior years. For governance matters which have become best practices for a large number of S&P 500 companies, such as majority voting and not having a classified board or supermajority voting provisions, shareholder-sponsored proposals continue to have an extremely high success rate. For other governance matters, such as cumulative voting and adopting a confidential voting policy, votes in favor of these proposals continue to be very low. Interestingly, there continues to be some interest in one vote per share proposals — and while none of 19 proposals have passed over the past three years, such proposals have received an average vote in favor of approximately 30% in the prior two years.