2019 Proxy Season Review Part 1—Rule 14a-8 Shareholder Proposals

Sullivan & Cromwell LLP - July 12, 2019
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Focus on environmental, social and political (ESP) proposals intensifies:

  • Although total submitted ESP proposals decrease, voted ESP proposals sharply increase as a percentage (to nearly half), receive record level of support (over 30% average support) and pass in record number (nine)
  • Half of workplace diversity proposals reach a vote and shareholder support remains high (almost 40%)
  • Nine out of ten top submitters submit double-digit ESP proposals
Prior trends relating to governance proposals continue:
  • Governance proposals down from 2018, continuing a trajectory from 2015 (led by 66% reduction in special meeting-related proposals)
  • Although fewer in number, proposals to reduce special meeting thresholds continue to receive high support (averaging 44%), with four passing (the same as last year)
  • Independent chair is most common governance proposal, although none pass and ISS support decreases
Growth in proposals against investing on the basis of ESP factors (so-called anti-ESP proposals) affects overall trends in both ESP and governance proposals


Our annual proxy season review memo summarizes significant developments relating to the 2019 U.S. annual meeting proxy season. This year our review comprises three parts: Rule 14a-8 shareholder proposals submitted and voted, ISS negative recommendations and compensation-related matters. This is Part 1. Part 2 can be found here and Part 3 can be accessed here. Details regarding our annual webinar to discuss 2019 proxy season developments can be found here.