With 2016 Proxy Season Underway, Some Trends from 2015 Continue
Time 2 Minute Read

The 2016 proxy season is in full swing, and similarly to 2015, the number of shareholder proposals has increased. According to a report by The Manhattan Institute's Proxy Monitor, for Fortune 250 companies with annual meetings scheduled on or before April 30, there was a 7.5 percent increase in shareholder proposals compared to last year. Many of these proposals involve environmental, political and social issues, among others.

Proxy access continues to be one of the most popular areas of shareholder proposals. The Boardroom Accountability Project, which was launched in November 2014 by New York City Comptroller Scott Stringer and the New York City pension funds, submitted 72 proxy access proposals for 2016, down slightly from the 75 proxy access proposals they submitted in 2015. In 2015, two-thirds of proxy access proposals were successful. So far this year, four out of ten proxy access proposals that have been voted on have been successful. This is down compared to last year; however, these numbers could change in the remaining weeks of proxy season. In the six instances so far this year where proxy access proposals were unsuccessful, the companies had adopted their own proxy access bylaws which differed from the shareholder proposals.

Companies should be mindful of the continued focus on proxy access proposals, and those who have not yet adopted proxy access bylaws should consider whether to do so preemptively, given the current climate. As more companies hold their annual meetings in the coming weeks, it will be interesting to see the results of this year's shareholder proposals and how they may influence next year's proxy season and corporate governance trends.

  • Partner

    Scott brings in-depth knowledge of SEC policies, procedures and enforcement philosophy to each representation. Scott regularly advises clients across a broad sector of the economy facing sensitive reporting, compliance and ...

You May Also Be Interested In

Time 2 Minute Read

One novel feature of the 2020 proxy season has been the surge in virtual shareholder meetings. For example, one provider of virtual meeting services reported four times as many virtual shareholder meetings as last year. Although the rise in virtual meetings this year resulted from safety precautions surrounding COVID-19, after weighing the benefits and becoming more comfortable with conducting business remotely, it is likely that many companies will continue to use virtual shareholder meetings or hybrid in-person and virtual meetings in the future.

Time 3 Minute Read

The Council of Institutional Investors (CII) and Templum, Inc. (Templum) each recently submitted comments to the SEC to call for the agency to embrace blockchain technology in a variety of contexts regarding the registration and transfer of securities. The dominant system for clearance and settlement of securities in the United States has its roots in the “paperwork crisis” of the early 1970s, and the resulting regulatory regime based on immobilization of securities is largely inconsistent with a blockchain-based system of traceable shares.

Time 3 Minute Read

For many public companies, the annual meeting voting process is littered with intermediaries and inefficiencies that can result in a lack of shareholder engagement. Proposals are often voted on by proxies instead of by shareholders, oftentimes weeks in advance of the meeting. Few shareholders attend annual meetings in person. Large institutional shareholders may be granted engagement opportunities with management of the company that are not afforded to individual shareholders. These factors can result in a lack of transparency in the voting process and asymmetrical voting power amongst shareholders. Blockchain technology has several potential applications that can remedy these inefficiencies and restore shareholder trust and engagement.

Time 1 Minute Read

Recently, Hunton Andrews Kurth launched a new blog, C-Suite Compensation Center. The blog will discuss compensation issues that are increasingly complex due to evolving laws, changing administrative rules and increasing shareholder activity.

The members of our Compensation practice group are multi-disciplinary within the various substantive areas of compensation. As multi-disciplinary practitioners, we take a holistic and full-service approach to compensation matters that considers all substantive areas of compensation.

Read the latest blog posts.

Search

Subscribe Arrow

Recent Posts

Categories

Tags

Authors

Archives

Jump to Page