Bracing for Challenge

The 2021 proxy season was unprecedented, with record support for shareholder proposals on environmental and social (E&S) issues, growing opposition to director elections, and significant support for governance proposals, especially at midsized and smaller companies.

The season was unpredictable as well. Not only did institutional investors move faster than ever before to implement their views through their voting—thereby often getting ahead of proxy advisory firms and leaving companies with little time to adjust their practices—at times they surprised boards and management teams by voting against the company’s position after what seemed to be positive discussions.

This shift in voting practices is expected to continue into 2022 and should be considered in the context of the related underlying shifts currently underway in corporate America: changes in both “what” companies are supposed to address (that is, the ever-growing array of environmental, social & governance (ESG) issues) and “who” (that is, the shift toward multistakeholder capitalism in which companies are placing a higher priority on serving the long-term welfare of constituents, such as employees, beyond their shareholders). Major institutional investors, especially those with large passive index funds, have embraced these shifts toward a focus on ESG and a multistakeholder model, and that is coming through in their support for E&S shareholder proposals.

But institutional investors are not the only driving force here: the ongoing COVID-19 pandemic and the current US administration’s agenda have accelerated the focus on E&S issues. And in many ways, investors are responding to mounting pressures from their own upstream clients. This means the proxy season has become an arena where the broader evolution of the role of the corporation in society is playing out. In that broader context, there is no single correct answer for what companies should do. But this report and its six supplemental briefs highlight what to expect in the coming proxy season and—perhaps more importantly—suggest steps boards and CEOs can take to prepare.