Say-on-Pay Voting: (1) Although public companies continue to perform strongly, with overall support levels averaging 88% among the S&P 500 and 90% among the Russell 3000, more companies fail compared to prior years; (2) Continued turnover in failed votes, with 57% of companies that failed last year achieving over 70% support this year; (3) Four S&P 500 companies fail in both 2021 and 2022, all of which are criticized by ISS for limited or inadequate responsiveness to shareholders’ concerns; (4) ISS negative recommendations highlight continued importance of pay-for-performance assessment, with the most important factor remaining alignment of CEO pay with relative total shareholder return; and (5) The most significant qualitative factors in negative recommendations are limited, opaque, or undisclosed performance goals and the use of above-target payouts. Equity Compensation Plan Voting: Broad shareholder support for equity compensation plans, with only two Russell 3000 companies failing to obtain shareholder approval for an equity compensation plan, and overall support levels at Russell 3000 and S&P 500 companies averaging around 91%.
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