Equilar's "Corporate Governance Outlook 2019," which includes instructive commentary from Donnelley Financial Solutions and Hogan Lovells, reports on a number of hot topic shareholder voting and corporate governance 2018 proxy disclosure trends with reference to the largest (by revenue) NYSE/NYSE MKT or Nasdaq-listed US-headquartered companies.
Among the noteworthy takeaways:
- 518 directors at the 500 largest companies are within five years of their respective boards' mandatory retirement age (ages 72 and 75, used by 42.3% and 36.6%, respectively, of companies that mandate a retirement age). Note also that 67 directors in 2018 disclosures were either at - or a year older than - the specified retirement age.
- Nearly 75% of the 100 largest companies mentioned or disclosed their shareholder engagement policies in their proxy statements - reflecting a continuous increase since 2014.
- 62.7% of the 100 largest companies mentioned or disclosed their board evaluation processes in their proxy statements.
- More than 86% of the 100 largest companies mentioned or disclosed their CEO succession plans in their proxy statements, and there were 19.4% more CEO transitions in 2018 than 2017.
The report includes model proxy disclosure examples from the 100 largest companies on CSR, shareholder engagement, CEO pay ratio, CEO pay/performance, and board evaluations.