Shearman & Sterling LLP 2 | Introduction
Introduction
We are pleased to share Shearman & Sterling's
12th Annual Survey of Corporate Governance
Practices of the Largest US Public Companies
(the "Survey"). The 2014 proxy season marked
the second consecutive year during which
companies were not required to focus on any
significant new disclosure or compensation-
related requirements. This enabled companies
to evaluate and refine their compensation and
governance practices and proxy disclosures,
and to seek out shareholder views on what is
working and what improvements could be
made. Below is a description of key highlights
from the Survey.
Say-on-Pay Results for 2014
Ninety-nine of the Top 100 Companies held a
say-on-pay vote during the 2014 proxy season.
Two companies failed to receive shareholder
approval in 2014, one of which also failed in
2013. While the average level of shareholder
support has remained fairly constant since
2012, there was an almost 21% increase in
the number of companies receiving approval
in excess of 85% and a 56% decrease in the
number of companies receiving approval
below 70%.
Proxy Disclosures
In the four years since say-on-pay became
effective, companies have invested significant
time and effort in improving their proxy
disclosures. The 2014 proxies at the Top 100
Companies reflect this effort. Significant
attention was placed on the presentation
and readability of the proxy statements,
particularly the Compensation Discussion
