All Shareholder Proposals—According to ISS, a record-breaking 380 E&S-related shareholder proposals were voted this year to date as of June 15 compared to 340 proposals over the same period last year; however, average support declined from 19% in 2023 to 16% this season. Further, the number of majority-supported E&S proposals has continued a steep decline from 33 in each of 2021 and 2022 to seven in 2023 and three this season (in each case based on the period January 1 – June 15).
Sullivan & Cromwell's "2024 Proxy Season Review: Part I" includes a plethora of data on 2024 proxy season shareholder proposals for meetings through June 30, 2024, and year-over-year proposal trends, as well as a recap of no-action requests and responses.
Noteworthy year-over-year trends are shown here:
John Chevedden continued to be the most prolific proponent by a wide margin—submitting 199 proposals, or approximately 23% of all proposals, and, together with Ken Steiner, Jim McRitchie, and Myra Young, submitting 29% of all proposals and 61% of governance proposals during this time frame.
Director Elections & Say-on-Pay—ISS reported a slight uptick in median shareholder support for Russell 3000 (R3000) board nominees and a decline in the number of R3000 directors receiving less than majority support in the 2024 proxy season for the period January through June 30 compared to the same time frames in 2023 and 2022. Median say-on-pay support for the R3000 also saw a nominal rise this season compared to 2023 at 94.9% (compared to 94.5% in 2023), which is on par for the same period in 2022. The number of failed say-on-pay votes for the S&P 500 declined to its lowest level since the 2011 effective date of the rule, with just four companies failing to receive majority support this season.
AI-Focused Shareholder Proposals—In this new report: “Shareholder Activists Lead the Way in Trying to Regulate Corporate AI. But Are Their Efforts Paying Off?,” Intelligize analyzes and sorts the numerous AI-related shareholder proposals submitted during the 2024 proxy season by theme based on particular shareholder concerns—overall use transparency; adoption of ethical guidelines; board oversight; human rights impacts; and misinformation and disinformation risks—evidenced in the proponents’ resolutions included in the target companies’ proxy statements.
The report also breaks down Form 10-K risk factor disclosures that specifically address ethical considerations for January through March 2024 filings by SEC Corp Fin industry office, with tech industry companies making 45% of such disclosures on a base of nearly 300 filings, as shown here:
The report includes links to each referenced company’s proxy statement and Item 5.07 Form 8-K revealing the proposal’s voting results.