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2015 Proxy Mid-Season Review

Snapshot of share ownership, voting rates, director elections, say-on-pay and proxy access proposals.

The 2015 proxy season is characterized by an uptick in many forms of shareholder activism. The number of proxy contests increased, including several high profile proxy battles. There has also been an increase in “Vote No” and “Vote Yes” campaigns by shareholders seeking to influence director elections. Simultaneously, there has been a wave of shareholder proposals for proxy access and an increase in proposals related to corporate political spending and sustainability.

There generally seemed to be less controversy with say-on-pay than in prior years. This may be due to greater levels of ongoing communications about compensation between directors and institutional investors. However, this trend could reverse with pending SEC rules requiring disclosure of the relationship between executive pay and company performance and the ratio of CEO compensation to that of the median employee. In addition, new, more extensive clawback rules are expected in the short-term.

At 30% of street shares, retail share ownership increased slightly from the same period last year. However, as 71%of retail shares were not voted, there continues to be opportunities for companies to improve engagement with this shareholder segment.