Resource Library Shareholder Voting, SOP, and Proxy Results

The median CEO pay package was at an all-time high in both the S&P 500 and the Russell 3000 indices, despite the fact that many companies froze or reduced base salaries in response to the pandemic.

Once again, it is time to prepare for the proxy and annual report season.

Glass Lewis’ 2023 policy guideline updates include raising expectations for weighting of performance-based LTI to 50% and Board gender diversity to 30% with at least one director from an underrepresented community, along with requiring explicit disclosure of Board oversight of environmental, social, and cybersecurity issues.

ISS released new 2023 benchmark policy updates that include voting against appropriate directors at high GHG- emitting companies that do not disclose adequate emissions reduction goals and enforcement of prior voting guidance on topics including board diversity, and compensation-related ESG proposals.

Key themes for the upcoming proxy season include heightened shareholder and proxy advisor climate expectations, as well as adherence to SEC Clawback and Pay vs. Performance guidelines.

The 2022 U.S. golden parachute vote failure rate rose to 15.6% from 11.8% in 2021 as the median CEO golden parachute value increased to $12.9M from $7.9M in 2021.