Issue link: https://digital.shearman.com/i/1019978
Shearman & Sterling LLP 62 | Shareholder Proposal Season SHAREHOLDER-SPONSORED PROPOSALS — SELECT COMPENSATION MATTERS 2018 Year-to-Date* 2017 2016 Proposal Type # Props. # Pass Avg. % in Favor # Props. # Pass Avg. % in Favor # Props. # Pass Avg. % in Favor Approve Claw-back Provisions 7 0 39.9 5 0 15.1 5 0 15.5 Adopt/Amend Pro-Rata Vesting Policy 7 0 30.4 7 0 33.1 13 0 26.2 Create Remuneration Report 2 0 14.4 3 0 5.6 1 0 9.6 Adopt Stock Retention/ Holding Period – – – 4 0 23.3 9 0 17.4 TOTAL 16 0 N/A 19 0 N/A 28 0 N/A *Through July 31, 2018. Select Compensation Matters The number of compensation-related proposals continued to decline in 2018. The most significant change in 2018 as compared to 2017 was a slight increase in the number of shareholder-sponsored proposals related to claw-backs and the more significant increase, from 15.1% in 2017 to 39.9% in 2018, in the support level for these proposals. 2018 Year-to-Date* 2017 2016 Proposal Type # Props. # Pass Avg. % in Favor # Props. # Pass Avg. % in Favor # Props. # Pass Avg. % in Favor Political/Lobbying Report 48 0 28.5 58 0 25.3 64 2 25.8 Industrial Waste/Pollution/GHG Emission Report 9 0 27.5 10 0 25.0 3 0 24.3 Social Issues (Various) Report 9 0 14.1 9 0 6.9 14 0 6.0 Approve/Amend Diversity/ EEO Policy 7 0 35.7 8 0 30.1 7 1 24.7 Environmental Report/Policy 6 1 24.2 8 0 27.0 6 0 26.4 SHAREHOLDER-SPONSORED PROPOSALS — SELECT ENVIRONMENTAL, SOCIAL AND POLITICAL MATTERS