Shearman & Sterling 20 | Proxy Access
SHAREHOLDER PROPOSALS
"ADOPT" PROPOSALS
There were 100 shareholder proposals asking companies to adopt proxy access in 2017, compared to 182 in 2016.
Of these "adopt" proposals, 29 proposals came to a vote in 2017, compared to 76 in 2016. As noted above, the NYCC
remained the most prolific proponent with 70 proposals submitted. As was the case last year, the number of proposals voted
on compared to the number submitted remained low because many companies adopted proxy access and negotiated
withdrawals with the proponent (NYCC alone withdrew 50 of its proposals). Of the proposals that did come to a vote,
18 proposals passed with an average vote in favor of 72%, while 11 proposals failed with an average vote in favor of 30%.
The low average vote in favor at several of these 11 companies can be explained by the presence of large insider positions
at these companies.
72% average
vote in favor
30% average
vote in favor
68% average
vote in favor
31% average
vote in favor
62% Proposal Pass Rate 53% Proposal Pass Rate
PASSED: PASSED:
FAILED: FAILED:
The decrease in the overall
number of "adopt" proposals was
due to a number of factors, including
a greater number of companies
choosing to adopt proxy access
by-laws in the absence of a
shareholder proposal and a switch
in the focus of individual shareholder
proponents from "adopt" proposals to
"fix-it" proposals, which are proposals
that seek to amend the terms of a
company's existing proxy access
by-law, as discussed further below.
2017 2016
18
PROPOSALS
40
PROPOSALS
36
PROPOSALS
11
PROPOSALS
