Proxy Access: A Five-Year Review

Pressure from large institutional investors, including public and private pension funds, and other shareholders has led to the widespread adoption of proxy access by large U.S. public companies in the past few years. Proxy access is now mainstream at S&P 500 companies (76%) and has been adopted by just over half of the companies in the Russell 1000. Proxy access gives eligible shareholders the power to nominate a number of director candidates for inclusion in the company’s proxy materials.

As a follow-up to our previous reports on proxy access, this Sidley Update provides a five-year review of proxy access in the U.S. as of the end of 2019. Topics covered include:

• The rapid rise of proxy access at U.S. companies since 2015
• Management and shareholder proposals relating to proxy access
• Institutional investor support for proxy access
• Proxy advisory firm policies on proxy access
• Typical parameters of proxy access provisions
• The fact that proxy access has been used in the U.S. only once
• Practical guidance for companies considering whether and when to adopt proxy access

This Sidley Update includes an appendix summarizing the proxy access bylaw amendments requested in the fix-it proposals submitted to date, as well as details about voting results on the proposals and responses from the SEC Staff to no-action requests to exclude such proposals. It also includes an appendix that highlights, on a company-by-company basis, the various detailed terms of proxy access provisions adopted by 644 companies since the beginning of 2015.

Please click here to view the Sidley Update (without the appendices) in PDF format.

Please click here to view the Sidley Update (with the appendices) in PDF format.