Shearman & Sterling LLP Shareholder Proposal Season | 55
MANAGEMENT PROPOSALS — GOVERNANCE MATTERS
* Through June 30, 2019.
Management Governance Proposals
There were slightly fewer management-sponsored proposals regarding governance matters in 2019 as compared
to 2018. This decrease is likely due to the widespread adoption by S&P 500 companies of governance practices that
were frequently the subject of management and shareholder proposals over the past several years and the reactions
of companies to such proposals.
2019* 2018 2017
Proposal Type #
Props.
#
Fail
Avg. %
in
Favor
#
Props.
#
Fail
Avg. %
in
Favor
#
Props.
#
Fail
Avg. %
in
Favor
Director Remuneration 91 0 93 122 0 93.8 204 0 94.1
Eliminate/Reduce
Supermajority Voting
24 10 94.8 26 11 97.8 14 8 98.8
Declassify Board 6 2 97.3 7 4 97.2 5 2 99.5
Authorize Shareholders to Call
Special Meeting
5 0 96.0 16 1 79.2 3 1 91.3
Adopt/Amend NOL Rights Plan 3 0 92.9 0 0 0 2 0 88.9
Adopt Majority Voting 3 0 99.8 1 1 98.3 4 1 99.3
Approve Director Removal
Without Cause
3 1 99.5 1 0 99.7 2 0 99.2
Authorize Shareholders to Act
by Written Consent
3 0 97.6 2 1 94.8 0 0 0
Adopt Proxy Access 1 0 80.5 5 2 95.1 4 1 98.4
Adopt Forum Selection Provision 0 0 0 2 1 61.3 0 0 0
Approve Advance Notice Policy 0 0 0 0 0 0 1 0 99.3
TOTAL 139 13 N/A 182 21 N/A 239 13 N/A
