Shearman & Sterling Proxy Access | 19
99.3%
0.7%
99.8%
0.2%
7%
68%
6%
18%
1%
2%
90%
5%
3%
HEADLINE TERMS OF PROXY ACCESS BY-LAWS
3%
5%
20% of Board /
minimum of 2
20% of Board
25% of Board /
minimum of 2
25% of Board
Have Another
Standard
Less than 20
20
Greater than 20
but less than or
equal to 50
No Cap
3 Years
1 Year
MINIMUM % OWNERSHIP
MAXIMUM % OF BOARD MAXIMUM # OF SHAREHOLDERS
MINIMUM # OF YEARS
Note: One company that
adopted in 2011 has a 1-year
minimum holding period.
Note: In this article we use a "A / B / C / D" shorthand to refer to the operative or "headline"
terms of proxy access by-laws and shareholder proposals, where A is the minimum percentage
ownership requirement, B is the minimum ownership period (in years) requirement, C is the
maximum percentage / minimum number of directors of the board that can be nominated,
and D is the maximum number of shareholders allowed to aggregate shares in order to
meet the minimum percentage ownership requirement. So, using the most common headline
terms reflected above, the shorthand would be "3 / 3 / 20 / 20." The statistics above reflect
amendments made to proxy access by-laws.
FAST FACTS
8
Prior to 2015
Q1 Q2 Q3 Q4
PROXY ACCESS ADOPTION
OVER TIME
118
9
18
80
11
221
28
32
65
96
95
28
80
67
Total in 2015
Total in 2016
Total in 2017 (through 6/30/17)
