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14 February 2022 / Report
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Copy LinkThe “G” in ESG is still a hot topic for shareholders, as demonstrated by the success of corporate governance proposals in the 2021 proxy season. Companies that are out of alignment with long-standing investor expectations in areas such as supermajority provisions, written consent rights, special meeting rights, staggered boards, and proxy access should be prepared to receive proposals on these topics, and for them to pass—or come close to passing.
The total number of filed governance proposals declined modestly in 2021, but some topics saw a significant increase in volume. In the Russell 3000, during the first half of 2021, shareholders filed 284 governance proposals, down from 299 in the same period last year and 313 in 2018.1
Shareholders submitted fewer proposals on topics such as director nominee qualifications (2 in 2021 versus 9 in 2020), special meeting rights (37 in 2021 versus 43 in 2020), separate CEO/chairman positions (39 in 2021 versus 46 in 2020), and board declassification (10 in 2021 versus 18 in 2020).
But there was a noteworthy rise in proposals on written consent, which represented the largest category of governance proposals for the second year in a ro
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