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“From Directors to Officers: How Fortune 1000 Companies Are Embracing Delaware's New Legal Armor, Trends in Officer Exculpation under Amended Delaware Corporation Law: DGCL §102(b)(7)”* reveals Dragon GC’s analysis of management-sponsored officer exculpation proposals from the August 1, 2022, effective date of the amendment to Delaware’s General Corporation Law permitting such exculpation (first reported on here) through June 30, 2024.

Among the key takeaways:

• Of 745 proposals included in proxy statements, 177 were associated with Fortune 1000 companies of 650 such eligible companies.
• Approximately 97% of Fortune 1000 proposals garnered the requisite shareholder approval in both the 2022–23 and 2023–24 proxy seasons.
• Of the handful of failed votes among the Fortune 1000, two had higher than a majority of outstanding share approval requirements; three had large percentages of unvoted broker nonvotes; and one with dual class shares failed to garner common share class vote approval.
• All of the charters for new IPOs among Delaware-incorporated companies that closed from January 1, 2024 – through July 31, 2024, included a provision providing for officer indemnification to the fullest extent permitted by the DGCL.

The report includes excerpts of relevant text from 15 companies’ proxy statements with links to the complete officer exculpation proposals. 

*Access the report on a complimentary basis here.

Access additional resources on our Director / Officer Duties & Liabilities and Proxy & Annual Reporting Season 2024 pages.

                 This content first appeared in the Society Alert!