Nasdaq/CCMC just released their joint third annual proxy advisor survey for corporates to report on their experiences with proxy advisors during the 2017 proxy season. As was the case in prior years, aggregated survey results will be provided on an anonymous basis to the SEC to inform its understanding of the involvement of proxy advisors in the ordinary course proxy process and associated challenges that issuers may encounter - as well as how issuers' experiences may be improving or deteriorating over time - for purposes of developing process reforms.
Last year's survey revealed these and other noteworthy results for the 2016 proxy season:
- 81% of respondent companies had a proxy advisory firm make a recommendation on a matter featured in their proxy statement.
- Generally comparable to 2015, only 25% of respondents believed the proxy advisory firm carefully researched and took into account all relevant aspects of the particular issue on which it provided advice.
- Of the 38% of companies that requested a meeting with a proxy advisor on issues subject to shareholder votes in 2016, that request was more likely to be denied in 2016 compared to 2015 - with 15% fewer requests resulting in a meeting.
- Proxy advisors were less amenable to granting issuers' requests for previews of their recommendations in 2016 compared to 2015. 19% of companies formally requested previews of advisor recommendations; fulfilled requests declined 13% from 2015.
- Roughly the same percentage of companies (13%) took steps to verify the nature of proxy advisory firm conflicts of interest as reported in 2015; however, identified conflicts more than doubled from 6% in 2015 to 14% in 2016.
Public companies are strongly encouraged to complete the 2017 survey, which will remain open until August 25th.
Access numerous practical and other resources on our Proxy Advisors topical page.
This information - along with other proxy season-related, cybersecurity, and director compensation updates (and much more!) - was first reported in yesterday's weekly Society Alert.