2024 Canada Proxy Season Preview

Below are key takeaways from ISS’ recently released 2024 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.

• Shareholder proposals reflect interest in more traditional governance topics compared to the previous year. Some companies are facing requests to hold in-person meetings, with a virtual component as a complement, for the first time in the post-COVID era.
• Canadian Sustainability Disclosure Standards 1 and 2 are anticipated to be submitted in March 2024 for public consultation and comment.
• Virtual-only meetings remain a point of contention for certain market participants as the CCCG signals its preference for hybrid formats.
• Against Campaign bylaws, a new form of bylaw to address vote-no campaigns in uncontested director elections, have begun to be presented for shareholder approval.
• Executive compensation remains on a upward trajectory, although a small uptick in management say-on-pay (MSOP) proposals receiving below 80 percent support was also observed. E&S metrics have become the most prevalent single metric featured in Composite Index short-term incentive programs.
• Activism increased on a year-over-year basis, and early indications could suggest the Canadian market might see some larger board fights in 2024 than at any point since COVID. Proxy contests, measured by number of situations going to a shareholder vote, increased in 2023, with seven contests compared to four in 2022. Early indications suggest activity could remains just as high during the coming year.

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