2019 Say on Pay Report Director election support continues to decline from prior year levels

Say on Pay vote failure rate sits at lowest level since 2017.

Russell 3000 equity plan proposals are facing historically low shareholder support and higher failure rates in 2023. These headwinds likely reflect both increased shareholder and proxy advisor expectations in equity plan sizing and increased share usage pressure at companies in depressed markets.

Competitive pay benchmarking, incentive goal rigor analyses, and more traditional realizable pay analyses provide a more exhaustive set of tools to calibrate and assess pay and performance.

CAP to SCT ratios remain positively correlated with TSR over the reported period.

Our year-end report recaps proxy voting results and trends for 2022.

Vote results between the two indices have diverged due to a fractured governance landscape and differentiated expectations for “good” governance at large- and small-cap companies.

This proxy season will revert toward the pre-pandemic focus on financial metrics and conventional pay-for-performance structures.

The historically high S&P 500 failure rate is likely to remain through year-end, while the Russell 3000 failure rate has stayed steady since June.