Glass Lewis’s “2023 Proxy Season 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, 2023.
Among the key takeaways:
Directors—Glass Lewis supported 85% of directors. Concerns that drove negative recommendations were as follows:
Glass Lewis initially recommended no votes on directors at nine companies based on reportedly egregious disclosure requirements in advance notice bylaw provisions proposed in response to the universal proxy rule; however, it ultimately supported the directors at four of those companies after they removed the allegedly offensive disclosure requirements.
Say-on-Pay—Negative voting recommendations for say-on-pay (22%) were most commonly based on pay and performance disconnects (42%); poor program or award design structure (31%); concerning pay practices (excessive grants/compensation) (29%); other concerning pay practices (26%); and insufficient responses to shareholders (22%).
Equity plans—Negative voting recommendations on equity plans (21%) were driven by evergreen provisions (44%); repricing provisions (23%); excessive overhang (16%); plan costs (12%); and pace of historical grants (8%).
The briefing also summarizes shareholder proposal statistics and certain proxy disclosure statistics, including board diversity and E&S oversight.