NEW YORK, Oct. 8, 2019 /PRNewswire/ -- The number of board
nominees who failed to receive majority shareholder support in the
first six months of 2019 reached a five-year high, according to
today's released ProxyPulse™ report. The number of board nominees
failing to get at least 50% support was 478 compared to 416 in the
first six months of 2018.
The report, published by Broadridge Financial Solutions,
Inc. (NYSE:BR) and PwC US Governance Insights Center, features
voting trends from 4,059 public company annual shareholder meetings
held between January 1 and June 30,
2019, including results for this proxy season with five-year
trends.
Key Takeaways
Institutions own 70% of the shares while individuals own 30% of
the shares; the percentages remained constant over the prior-year
period. Voting participation (of the shares each segment owns) was
90% for institutions and 28% for individuals.
The overall number of proposals that went to a shareholder vote
was the lowest in the last five years, down 23% to 420 from 549 in
2015. Overall average support was down as well – from 31% of shares
voted in favor in 2018 to 29% in 2019.
Support for say-on-pay slightly declined from 89% in 2018 to 88%
in 2019. Of the 124 companies that had say-on-pay proposals that
failed to receive 50% support, 33 also had at least one director
fail to receive majority support.
For social and environmental proposals, average support declined
to 25% in 2019 from 27% in 2018. This was the first such decline
over the last five years.
For corporate political spending proposals, average support has
continued to increase each year over the last five years and rose
to 31% in 2019 from 28% in 2018.
The ProxyPulse report highlighted policies of a few of the
largest institutional investors regarding board diversity and
environmental issues.
Co-Authors Comments
Chuck Callan, Broadridge SVP,
Regulatory Affairs, commented, "On average, shareholder support for
directors remained high at 95% of the shares voted. However, in
comparison to five years ago, there was nearly a 40% increase in
the number of directors who failed to get a majority of the
"street" shares voted in their favor. Moreover, over 45% more
directors failed to surpass the 70% support threshold and this will
factor into opposition voting next year. These trends are occurring
despite lower numbers of directors standing for election."
"The overall number of shareholder proposals that went to a vote
in 2019 was the lowest we've seen in the last five years.
Similarly, average support for proposals declined," said
Paul DeNicola, Principal, PwC's
Governance Insights Center. "Proposals receiving strong support
included corporate political spending and say-on-pay. Areas with
diminished shareholder support compared to prior periods included
the election of directors and social and environmental
proposals."
About ProxyPulse
ProxyPulse is based in part on Broadridge's processing of shares
held in street names, which accounts for more than 80%of all shares
outstanding of U.S. publicly listed companies. Shareholder voting
trends during a proxy season represent a snapshot in time and may
not be predictive of full-year results.
ProxyPulse is a collaboration between Broadridge, the leading
provider of investor communications solutions, and PwC's Governance
Insights Center, a group that supports directors and investors with
governance knowledge. Visit ProxyPulse.com to access the full
report.
About Broadridge
Broadridge Financial Solutions, Inc. (NYSE: BR), a $4 billion global Fintech leader and a part of
the S&P 500® Index, is a leading provider of investor
communications and technology-driven solutions to banks,
broker-dealers, asset and wealth managers and corporate issuers.
With more than 50 years of experience, including more than 10 years
as an independent public company, Broadridge provides an important
infrastructure that powers the financial services
industry. Broadridge's infrastructure underpins proxy
voting services for more than 50% of public companies and mutual
funds globally, and processes on average more than U.S.
$7 trillion in fixed income and
equity trades per day of securities. Broadridge employs over 11,000
full-time associates in 18 countries.
For more information about Broadridge, please
visit www.broadridge.com
About PwC
At PwC, our purpose is to build trust in society and solve
important problems. We're a network of firms in 158 countries with
more than 250,000 people who are committed to delivering quality in
assurance, advisory and tax services. Find out more and tell us
what matters to you by visiting us at www.pwc.com.
©2019 PwC. All rights reserved. This content is for general
information purposes only and should not be used as a substitute
for consultation with professional advisors.
Media Contact:
Andrew MacMillan
The Torrenzano Group
1-212-681-1700
amacmillan@torrenzano.com
Ryan Cangialosi
PwC
1-347-443-2157
Ryan.A.Cangialosi@pwc.com
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SOURCE Broadridge Financial Solutions, Inc.; PwC