S&C 2019 Proxy Season Review

On July 12, 2019, Sullivan & Cromwell released a three-part 2019 Proxy Season Review memoranda, which summarizes significant developments related to the 2019 U.S. annual meeting proxy season including with respect to shareholder proposals, ISS negative recommendations and compensation-related matters. Among other things, the review found that there is growing shareholder support for ESP proposals and more detailed compensation plans and that employee activism (e.g., walkouts and shareholder proposals) as a way to agitate for corporate change is also on the rise. In line with the growing focus on ESP proposals, several companies have added language to securities filings warning investors about the possible impact of gun violence. Part one of the 2019 Proxy Season Review, discussing key developments relating to Rule 14a-8 shareholder proposals is available here. Part two, discussing ISS negative vote recommendations, is available here. Part three, discussing compensation-related matters, is available here.