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Proxy Voting Analytics (2015–2018) Based on shareholder meetings held at Russell 3000 and S&P 500 companies RESEARCH REPORT 1674-18-RR by Matteo Tonello CONTENTS 8 Using This Report 4 7 Shareholder Proposals on Corporate Governance 1 1 Key Findings By topic 1 2 PART I: SHAREHOLDER MEETINGS Most frequent sponsors—by topic By index Voting results—by topic By industry 48 Shareholder Proposals on Social and 5 2 PART II: SHAREHOLDER PROPOSALS Environmental Policy By topic 26 Volume Most frequent sponsors—by topic Per company Voting results—by topic By index By industry 29 Other Shareholder Proposals By sponsor By topic By subject Most frequent sponsors—by topic Voting results—by topic 32 Sponsors By index 89 PART III: MANAGEMENT PROPOSALS By industry 99 Volume By subject Per company Most frequent sponsors—by sponsor type By index 42 Subjects By industry By index By subject By industry 103 Subjects By sponsor By index Most frequent sponsors—by subject By industry 1 5 Voted, Omitted, and Withdrawn 105 Voting Results Proposals By index By index By industry By industry By subject By sponsor By subject 108 Management Proposals on Executive Compensation 9 5 Voting Results By topic By index Voting results—by topic By industry The say-on-pay vote at Russell 3000 By sponsor companies By subject 125 Management Proposals on Corporate 7 6 Shareholder Proposals on Executive Governance Compensation By topic By topic Voting results—by topic Most frequent sponsors—by topic Voting results—by topic www.conferenceboard.org PROXY VOTING ANALYTICS (2015–2018) 3 136 Management Proposals on Social and Most frequent sponsors Environmental Policy By support level 136 Other Management Proposals 203 Board Declassification By topic Volume by index Voting results—by topic Volume by industry Volume by sponsor 141 PART IV: PROXY CONTESTS AND OTHER Most frequent sponsors SHAREHOLDER ACTIVISM CAMPAIGNS By support level 147 Shareholder Activism Campaign Volume 209 Supermajority Vote Requirements Per company Volume by index By index Volume by industry By industry Volume by sponsor By campaign type Most frequent sponsors By activist By support level By reason 214 Independent Board Chair 154 Activist Shareholders Volume by index By campaign tactic (historical) Volume by industry Most frequent activist shareholders Volume by sponsor 167 Proxy Contest Volume Most frequent sponsors By index By support level By industry 222 Proxy Access By dissident Volume by index By reason Volume by industry 171 Proxy Contest Dissidents Volume by sponsor By index Most frequent sponsors By industry By support level By reason 230 Sustainability Reporting Most frequent dissidents Volume by index 175 Reasons for Proxy Contests Volume by industry By index Volume by sponsor By industry Most frequent sponsors By dissident By support level 179 Proxy Contest Outcomes 234 Political Issues By index Volume by index By industry Volume by industry By dissident Volume by sponsor By reason Most frequent sponsors By support level 187 Exempt Solicitations By index 243 Election of Dissident’s Director Nominee By industry Volume by index By reason Volume by industry Volume by sponsor 192 Other Activism Campaigns Most frequent sponsors By index By support level By industry By reason 258 Appendix: Recommendations to Public Companies 197 PART V: ISSUES IN FOCUS 265 About the Authors 198 Majority Voting 265 Acknowledgments Volume by index 266 Related Resources from The Conference Board Volume by industry Volume by sponsor 4 PROXY VOTING ANALYTICS (2015–2018) www.conferenceboard.org INDEX OF EXHIBITS 8 Exhibit 1 Sample Distribution—by Industry Groups 54 Exhibit 2 Granted SEC No-Action Letters (2017-2018) 114 Exhibit 3 Say-on-Pay Management Proposals—Failed Proposals (2017-2018) 711 Exhibit 4 Say-on-Pay Management Proposals—Proposals Receiving Less Than 70 Percent Support (2017-2018) 250 Exhibit 5 Global Industry Classification Standard (GICS) Codes INDEX OF CHARTS 24 Chart 1 Shareholder Meetings—by Index (2018) 24 Chart 2 Shareholder Meetings—by Industry (2018) 26 Chart 3 Average Shareholder Proposal Volume per Company (2015–2018) 26 Chart 4 Shareholder Proposal Volume—by Index (2015–2018) 28 Chart 5 Shareholder Proposal Volume—by Industry (2015, 2017, and 2018) 30 Chart 6 Shareholder Proposal Volume—by Sponsor (2015, 2017, and 2018) 31 Chart 7 Shareholder Proposal Volume—by Subject (2015, 2018, and 2018) 34 Chart 8 Sponsor Type—by Index (2018) 36 Chart 9 Sponsor Type—by Industry (2018) 38 Chart 10 Sponsor Type—by Subject (2018) 3 4 Chart 11 Shareholder Proposal Subject—by Index (2018) 4 4 Chart 12 Shareholder Proposal Subject—by Industry (2018) 45 Chart 13 Shareholder Proposal Subject—by Sponsor (2018) 52 Chart 14 Voted, Omitted, and Withdrawn Shareholder Proposals—by Index (2015, 2017, and 2018) 56 Chart 15 Voted, Omitted, and Withdrawn Shareholder Proposals—by Industry (2018) 57 Chart 16 Voted, Omitted, and Withdrawn Shareholder Proposals—by Sponsor (2018) 58 Chart 17 Voted, Omitted, and Withdrawn Shareholder Proposals—by Subject (2018) 60 Chart 18 Shareholder Proposals Receiving Majority Support—by Index (2015, 2017, and 2018) 63 Chart 19 Shareholder Proposals Receiving Majority Support—by Industry (2018) 65 Chart 20 Shareholder Proposals Receiving Majority Support—by Sponsor (2018) 66 Chart 21 Shareholder Proposals Receiving Majority Support—by Subject (2015, 2017, and 2018) 70 Chart 22 Shareholder Proposals on Executive Compensation—by Topic (2015, 2017, and 2018) 73 Chart 23 Shareholder Proposals on Executive Compensation—Average Support Level, by Topic (2015, 2017, and 2018) 86 Chart 24 Shareholder Proposals on Social and Environmental Policy—by Topic (2015, 2017, and 2018) 91 Chart 25 Shareholder Proposals on Social and Environmental Policy—Average Support Level, by Topic (2015, 2017, and 2018) 94 Chart 26 Other Shareholder Proposals—by Topic (2015, 2017, and 2018) 97 Chart 27 Other Shareholder Proposals—Average Support Level, by Topic (2015, 2017, and 2018) 99 Chart 28 Average Management Proposal Volume per Company, by Index (2015–2018) 100 Chart 29 Management Proposal Volume—by Index (2015–2018) 101 Chart 30 Management Proposal Volume—by Industry (2015, 2017, and 2018) 102 Chart 31 Management Proposal Volume—by Subject (2015, 2017, and 2018) 103 Chart 32 Management Proposal Subject—by Index (2018) 104 Chart 33 Management Proposal Subject—by Industry (2018) 108 Chart 34 Management Proposals Reported as Passed—by Subject