2019 Proxy Season Review Part 1—Rule 14a-8 Shareholder Proposals

Focus on environmental, social and political (ESP) proposals intensifies:

  • Although total submitted ESP proposals decrease, voted ESP proposals sharply increase as a percentage (to nearly half), receive record level of support (over 30% average support) and pass in record number (nine)

  • Half of workplace diversity proposals reach a vote and shareholder support remains high (almost 40%)

  • Nine out of ten top submitters submit double-digit ESP proposals

Prior trends relating to governance proposals continue:

  • Governance proposals down from 2018, continuing a trajectory from 2015 (led by 66% reduction in special meeting-related proposals)

  • Although fewer in number, proposals to reduce special meeting thresholds continue to receive high support (averaging 44%), with four passing (the same as last year)

  • Independent chair is most common governance proposal, although none pass and ISS support decreases

Growth in proposals against investing on the basis of ESP factors (so-called anti-ESP proposals) affects overall trends in both ESP and governance proposals