Early Review of 2019 US Proxy Season Vote Results

JUNE 5, 2019

As the busiest part of the 2019 U.S. proxy season is behind us, we take an early look at the vote results of annual general meetings convened from January to May. As of now, approximately 70 percent of Russell 3000 annual general meetings expected during the calendar year have already taken place, and the figure will rise to close to 90 percent of all calendar-year annual meetings by the end of June. In our review of the vote results for the 1,812 Russell 3000 2019 annual general meetings that took place from January to May and are available in the ISS database, we identify the following major trends:

  • Director elections face the strongest opposition seen in the past nine years, as evidenced in the increase in the number of director elections with support levels below 80 percent of votes cast. This trend indicates increased scrutiny and higher complexity in investor voting policies.
  • Environmental and social (E&S) shareholder proposals outnumber governance shareholder proposals for third consecutive year, as the breadth of governance topics addressed by proponents is narrowing, while the range of E&S issues continues to expand.
  • Investors are narrowing the gap between governance issues and E&S issues, as the difference in support rates between these two categories of proposals decreased to its lowest level.
  • Withdrawal rates for E&S proposals remain at record levels, while withdrawal rates for governance proposals remain low, as companies are more willing to accommodate E&S proponent requests and oppose shareholder proposals on governance topics where market has failed to reach consensus.
  • Say-on-pay proposals received one of the highest opposition rates since their introduction to U.S. ballots in 2011, as investors continue to evolve their evaluation of compensation programs.

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