Glass Lewis’s “Proxy Season 2022 Briefing” provides an informative overview of its voting recommendations and chief concerns that triggered negative vote recommendations across key proposal categories for US companies that held annual meetings between January 1 and June 30, 2022.
Among the key takeaways:
Directors - Glass Lewis supported 86% of directors. Concerns that drove negative recommendations were as follows:
Say-on-Pay - Negative voting recommendations for say-on-pay (15.7%) were most commonly based on concerning pay practices (excessive grants/compensation) (42%); poor program or award design structure (35%); pay/performance disconnects (35%); other concerning pay practices (17%); and insufficient responses to shareholders (16%).
Equity plans - Negative voting recommendations on equity plans were driven by evergreen provisions (45%); repricing provisions (27%); timing or excessive nature of grants (12%); plan costs (13%); and excessive dilution/overhang (7%).
The briefing also summarizes certain proxy disclosure statistics, including board E&S oversight.
Access additional resources on our Proxy Advisors and Proxy & Annual Reporting Season 2022 pages.
This post first appeared in the weekly Society Alert!