This table from Sullivan & Cromwell's "2022 Proxy Season Review Part 2—Say-on-Pay Votes and Equity Compensation Plan Voting" captures the voting implications of the 2022 proxy season say-on-pay story, with ISS recommendations continuing to significantly influence shareholder support:
The memo includes an appropriately robust discussion of ISS's approach, as applied in 2022, to analyzing executive pay for purposes of its voting recommendations, with the pay-for-performance assessment remaining a key factor. The most common qualitative factor contributing to negative vote recommendations among the S&P 500 was the inclusion of limited, opaque, or undisclosed performance goals.
The data on equity compensation plan proposals generally reveals significant shareholder support, albeit with a 15% or greater (depending on whether the company is in the Russell 3000 or S&P 500) swing in average support depending on the ISS vote recommendation.
See our recent report: "Proxy Season Shareholder Proposal Review" and additional resources on our Proxy & Annual Reporting Season 2022, Say-on-Pay, and Proxy Advisors pages.
This post first appeared in the weekly Society Alert!