Shareholder Activism – NACD Roundtable June 3, 2015

The current 2021 failure rate of 2.9% remains above the 2.2% failure rate observed at this time last year, with 8 more companies failing since our last report. Approximately 32% of failures are at least partially due to Covid-related actions, continuing to account for nearly a third of failures as the season progresses.

Emerging themes from this year’s Say on Pay and proxy voting season suggests a fundamental shift in shareholder and proxy advisor perspectives on compensation.

A "First Question" starting point that explains how to understand the immediate key steps that can help turnaround a Say on Pay outcome.

In setting or adjusting executive compensation for 2020, boards employed a variety of reactions and solutions. All of these were well intended, and some look to hold up well over time. Other compensation arrangements, by contrast, will look incongruous given what we know now.

This week’s report highlights companies with non-calendar fiscal year-end dates between 3/31 and 6/30 that disclosed actions in relation to COVID-19, and the response from shareholders and proxy advisors thus far.

Support Is Almost Identical to 2018 YTD Results; director election support continues to decline from prior year levels

This memorandum provides an overview of the say-on-pay evaluation processes of ISS and Glass Lewis.

Two of the predictions our team made at the beginning of the 2018 proxy season proved correct, while two turned out incorrect.