The full year data now confirms that 2015 was the tipping point for shareholders’ campaign for proxy access, following the private ordering pattern of majority voting in uncontested director elections. The 2015 proxy season saw a significant increase in the number of shareholder proxy access proposals and shareholder support for such proposals, as well as an increased frequency of negotiation and adoption of proxy access via board action – including an accelerating trend towards board adoption without receipt of a shareholder proposal.
More than 20% of companies in the S&P 500 have now adopted proxy access. We expect that proxy access will become a majority practice among S&P 500 companies in the next 2 to 3 years.
As a follow-up to our previous Sidley Updates on proxy access, this update presents the full year of 2015 data and reflects recent developments related to proxy access, including:
We have also updated the Appendix which highlights, on a company-by-company basis, various terms of proxy access provisions adopted by 118 companies in 2015, including the terms adopted by 56 companies since we published our last update on November 4, 2015.
Click here to view this update.
If you have any questions regarding this Sidley Update, please contact the Sidley lawyer with whom you usually work, or
More than 20% of companies in the S&P 500 have now adopted proxy access. We expect that proxy access will become a majority practice among S&P 500 companies in the next 2 to 3 years.
As a follow-up to our previous Sidley Updates on proxy access, this update presents the full year of 2015 data and reflects recent developments related to proxy access, including:
- The New York City Comptroller’s announcement that the New York City Pension Funds have expanded the “Boardroom Accountability Project” by submitting proxy access proposals at 72 companies for the 2016 proxy season;
- ISS and Glass Lewis proxy voting policy updates and guidance related to proxy access;
- Amendments made to proxy access bylaws by early adopters in light of shareholder outreach and developments in market practice; and
- No-action requests submitted to the SEC seeking exclusion of proxy access proposals, primarily on “substantial implementation” grounds under Rule 14a-8(i)(10).
We have also updated the Appendix which highlights, on a company-by-company basis, various terms of proxy access provisions adopted by 118 companies in 2015, including the terms adopted by 56 companies since we published our last update on November 4, 2015.
Click here to view this update.
If you have any questions regarding this Sidley Update, please contact the Sidley lawyer with whom you usually work, or
| Holly J. Gregory Partner holly.gregory@sidley.com +1 212 839 5853 |
John P. Kelsh Partner jkelsh@sidley.com +1 312 853 7097 |
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| Rebecca Grapsas Counsel rebecca.grapsas@sidley.com +1 212 839 8541 |
Claire H. Holland Special Counsel cholland@sidley.com +1 312 853 7099 |
Corporate Governance and Executive Compensation Practice
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