Blogs

Sullivan & Cromwell's "2019 Proxy Review: Part I" includes a plethora of data on 2019 proxy season shareholder proposals and year-over-year proposal trends, as well as a recap of no-action requests and responses.

Noteworthy year-over-year trends include: 

• Environmental/Social/Political (ESP) Proposals: More ESP proposals were submitted than any other type of shareholder proposal for the third year in a row. Nearly half of submitted proposals went to a vote compared to about a third in 2018. As was the case the past two years, very few of such proposals passed, although shareholder support for ESP proposals has increased steadily over both the long-and short-term.
• Governance Proposals: The number of governance-related proposals declined 6.2% compared to the same time last year, which the firm attributes to companies proactively adopting practices that have become market standard (e.g., proxy access). Governance-related proposals were the most likely proposal type to go to a vote (64.4% in 2019; 69.9% in 2018) and continued to represent the vast majority of proposals that actually passed.
• Governance Favorites: Proposals on independent chair, board composition, supermajority vote requirements, and majority voting in uncontested elections increased year-over-year, with independent chair proposals being the most common proposal YTD at 62 submitted, 54 voted on, and none passed.

This table shows a breakdown of the types of proposals submitted by the top ten proponents: