Sullivan & Cromwell’s annual Proxy Season Review analyzes significant trends and developments that emerged from the recent U.S. annual meeting proxy season and provides takeaways for 2024. The second part of our Review covers compensation-related matters, including say-on-pay voting, on which companies continued to perform strongly with fewer failed votes compared to prior years. In addition, this part of our Review covers current developments such as the high shareholder support for officer exculpation proposals, the prevalence of advance notice bylaw updates following the effectiveness of the universal proxy rules and the decreased support for directors during the 2023 proxy season.