Below are key takeaways from ISS’ recently released 2023 Proxy Season Preview – Canada. The full report is available to institutional subscribers by logging into ProxyExchange then selecting the Governance Exchange and its Report Center tab and to corporate subscribers by logging into Governance Analytics then selecting the Governance Exchange and the Report Center tab.
- Canada Business Corporation Act incorporated issuers are now subject to a majority voting requirement. Director election votes for uncontested elections for a sizable number of companies will be using proxy forms that provide shareholders the ability to vote “For” or “Against” director nominees as opposed to “For” or “Withhold”.
- Executive compensation continues to creep higher due to larger equity grants with several outsized grants observed during the prior year.
- Shareholder proposals indicate an increase in social-related shareholder proposals. Climate-related proposals remain prevalent, including requests for the adoption of say-on-climate votes. There will also be more variation in proponents of climate-related proposals, with many proponents making specific requests tailored to the target companies.
- Gender diversity will remain an important board issue, but shareholders are also focusing on increasing diversity at the employee level. Overall representation of women on non-venture boards continues to increase at a slow, but steady pace.
- Proxy contests, measured by number of situations going to a shareholder vote, was relatively muted in 2022, although early indications suggest this may change with several large contests looming early in 2023 season.
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By: Anna Wong, Anqi Xu, Debra Sisti, Jessica Wang, Karl Bossi, Katerin Caseles, Nicholas Stiege, John Vizikas
