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Shareholder Support for ESG Proposals Rose This Proxy Season

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A new report on U.S. public company annual shareholder meetings in the first half shows that retail and institutional investors differ on social, environmental, political spending disclosure and proxy access proposals, as well as on how actively they engage in the proxy voting process.

The report, released Tuesday by Broadridge Financial Solutions and PwC’s Governance Insights Center, was based on an analysis of 4,090 companies’ shareholder meetings and on Broadridge’s processing of shares held in street name.

“A new theme emerged over the last few proxy seasons that shows a divergence between how institutional and retail investors view certain topics,” Chuck Callan, senior vice president for regulatory affairs at Broadridge Financial Solutions, said in a statement.

“This divergence suggests companies would be wise to participate broadly with all shareholders.”

According to the analysis, institutional ownership of public company shares dipped to 70% from 71% in 2017, while retail ownership increased to 30% from 29% last year. Institutional shareholder voting participation remained high this proxy season at 91%. Retail shareholder participation declined a percentage point to 28%.

“The increase in shareholder support for ESG-related proposals is particularly notable,” Paul DeNicola, a principal at PwC’s Governance Insights Center, said in the statement.

In the first half, social and environmental proposals were the largest category of shareholder proposals on proxy ballots, with institutional investors more supportive than retail ones, a consistent trend since 2014, according to the analysis.

For the 2018 proxy season, institutional shareholder support stood at 29%, up from 19% five years ago, while retail shareholder support was 16%, up from 13%.

In 2018, companies began making mandatory CEO pay ratio disclosures, comparing the total compensation of their chief executive with that of their median employee. Average support for say-on-pay proposals remained at 89% this season, a level generally consistent over a five-year period.

One notable finding in the analysis was that shareholder support for say-on-pay proposals at companies where the CEO pay ratio was disclosed was the same, on average, as it was at companies that were not required to disclose the pay ratio.

The analysis showed that the number of proxy access proposals had declined over the last four years, from 81 in 2015 to 34 in 2018. This was mainly because many companies had adopted proxy access, including 65% of S&P 500 companies.

Overall support for proxy access proposals dropped from 57% in 2015 to 32% in 2018. Institutional shareholder support fell from 61% in 2015 to 35% in 2018. Retail support stood at 13% this season.

The report said institutions this past proxy season largely opposed shareholder proposals seeking to lower existing thresholds or remove limits on the number of shareholders required to reach the ownership threshold.

In another finding, the analysis showed that overall support of corporate political spending proposals had increased over the past five years. Institutional shareholders provided average support of 29% in 2018, compared with 21% in 2014, while retail shareholders’ average support was 21% in 2018, up from 14% in 2014.


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