Proxy Access Update – Momentum Continues to Build in 2016

In just two years, more than 41% of companies in the S&P 500 have adopted proxy access, proving again the effectiveness of private ordering by shareholders to enhance their rights. Based on the speed with which companies are adopting proxy access, we expect proxy access to become a majority practice among the S&P 500 within the next six months. 

As a follow-up to our previous Sidley Corporate Governance Reports on proxy access, this report provides an update on (i) ISS negative vote recommendations against certain directors for failure to adequately respond to majority-supported shareholder proxy access proposals, (ii) SEC Staff responses to requests to exclude shareholder proposals to adopt proxy access or amend existing proxy access bylaws and (iii) other recent developments in the area. It also includes an Appendix which highlights, on a company-by-company basis, the various detailed terms of proxy access provisions adopted by 263 companies in 2015 and so far in 2016, including the terms adopted by 22 companies since our June 2016 Report. 

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Sidley Austin provides this information as a service to clients and other friends for educational purposes only. It should not be construed or relied on as legal advice or to create a lawyer-client relationship. 

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