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EY’s 2018 Proxy Season Review reveals these key takeaways for boards, corporate secretaries and other governance professionals based on its analysis of 2018 proxy statements:

• Uptick in enhanced board composition disclosures: 46% of S&P 500 companies disclosed a board skills matrix (nearly 2/3 of those linked skills to individual directors; the balance were non-director-specific) - compared to 11% in 2015. The top 3 skills cited were corporate finance/accounting (68%), industry/related industry (55%), and international (51%).
• Board gender diversity advances: Nearly half of S&P 500 boards, and 29% of the S&P 1500, have three or more women - compared to 35% and 19%, respectively, in 2015. Relatedly, shareholder opposition votes against directors, Nom/Gov Committee chairs and Nom/Gov Committee members on all-male boards, have increased significantly.
• Continued uptick in board diversity disclosure: 56% of S&P 500 companies used graphics to illustrate their board diversity (most commonly tenure, followed by gender, race/ethnicity, and age) – up from just 20% in 2015.
• E&S shareholder proposals show increasing support: Based on the 106 Russell 3000 companies where E&S proposals were voted, the percentage of E&S proposals garnering majority support doubled to 6%. An additional 19% (compared to 12% last year) secured at least 40% support, and 41% (compared to 29% last year) garnered at least 30% support.
• Increasing investor engagement (& board involvement): 77% of S&P 500 companies disclosed engaging with investors - up from 56% in 2015; of those, over 32% reported director involvement - up from just a small fraction of those who disclosed engagement in 2015.
• Say-on-Pay support steady in context of new pay ratio: As EY expected based on its earlier investor outreach, support for executive compensation programs remained high notwithstanding the new pay ratio disclosures. The firm identifies proactive outreach to investors, enhanced pay disclosures, and pay practice changes in response to shareholder feedback – as well as potentially enhanced workforce disclosure - as key areas of opportunity for companies to secure shareholder votes.

See also the questions for board consideration on page 6, our February "Proxy Season" report: "Institutional Investors Identify Priorities for 2018 Proxy Season," and additional information and resources on our Proxy Season and Annual Meeting pages.