ROCKVILLE, Md. (May 24, 2023) – The peak of the U.S. corporate annual meeting season this year will fall on Thursday, May 25, according to an analysis by ISS Corporate Solutions, Inc. (ICS), a leading provider of compensation, governance, cyber risk monitoring, and sustainability offerings to help companies improve shareholder value and reduce risk.
Roughly 41 percent of all Russell 3,000 companies will hold their annual meetings in May, though the 124 slated for May 25 represents just 4 percent of the universe overall. Blue-chip companies hosting their annual meeting tomorrow include McDonald’s, Voya Financial, SBA Communications, Pinterest, Xerox Holdings, Chipotle Mexican Grill, Invesco, and Navient Corporation. The 124 meetings falling on May 25 tie with the count of those held on May 17 and is followed by the number held on May 18 (120 meetings), May 24 (102), and those slated for June 8 (95), for the highest volume meeting dates in 2023.
The U.S. annual meeting season thus far has seen less activism on environmental and social (E&S) issues and dissent over executive compensation compared with recent years. The volume of shareholder proposals on ballots for annual meetings held between January 1 through May 31 jumped 14 percent from 2020 to 2023, an increase that can be attributed in part to the rise of so called “anti-ESG” shareholder resolutions that have grown by more than 400 percent since 2020. Still, of the E&S proposals voted thus far in 2023, just one environmental proposal (report on reliability of methane emission disclosures) and three social proposals (two on diversity and one on human/labor rights) have received majority support so far this year. By comparison and during the same period last year, five environmentally focused shareholder proposals and seven addressing social issues received majority backing.
“Trends evidenced thus far this proxy season suggest waning support for shareholder proposals overall, with median support levels down 5 percentage points compared with calendar 2022,” notes Jun Frank, Managing Director at ISS Corporate Solutions. “In our latest analysis, we see median support declining across all categories except for E&S blended proposals, such as those related to climate lobbying activities and health and safety issues that have social and/or environmental implications, where there are fewer proposals of this type. When all is said and done, we expect support for shareholder proposals to be down over past years and potentially closer to pre-pandemic norms.”
Though support appears to be declining, there are plenty of proposals to be found on the ballot in 2023 with Amazon.com leading the way with 18 to be voted on at its May 24 annual meeting. The Seattle-based technology giant is followed by both Exxon Mobil and Alphabet at 13; Meta Platforms at 11; JPMorgan Chase, Chevron, Walmart, and The Goldman Sachs Group at eight; and Wells Fargo, United Parcel Service, Eli Lilly, and McDonald’s at seven shareholder proposals each.
Meanwhile and in another notable trend evidenced thus far in 2023, dissent over executive pay appears to be decreasing after reaching historic highs in 2022.
An ICS analysis of say-on-pay voting outcomes January 1 to May 17 finds just 43 instances, or 4.5 percent of the overall total, where voting support was less than 70 percent, a generally accepted key measure of significant investor dissent. By comparison, the figure during the same period last year stood at 72 and 7 percent, respectively, and 66 and 6 percent in 2021. Moreover, through May 17, ICS is tracking just 15 failed say-on-pay votes compared with 27 in the same period last year and 31 in 2021.
“The trends we’re seeing thus far in 2023 suggest a tapering of scrutiny from shareholders that has, as our numbers show, been very pronounced over the past two years,” said Roy Saliba, Managing Director at ISS Corporate Solutions. “It is also likely indicative of companies positively responding to recent concerns by actively engaging with their shareholder base and incorporating meaningful changes to their compensation programs.”
About ISS Corporate Solutions
Companies turn to ISS Corporate Solutions, Inc. (“ICS”) for expertise in designing and managing corporate governance, executive compensation, cyber risk monitoring, and sustainability programs that align with company goals, reduce risk, and manage the needs of a diverse shareholder base by delivering best-in-class data, tools, and advisory services. Our global client base extends to companies located across North America, Europe, and Asia. ICS is a wholly owned subsidiary of Institutional Shareholder Services Inc. (“ISS”) and is headquartered in Rockville, Maryland. ISS’ Global Research Department, which is separate from ICS, will not give preferential treatment to, and is under no obligation to support, any proxy proposal of a company (whether or not that company has purchased products or services from ICS). Similarly, ISS’ responsible investment research and analytics teams will not provide preferential treatment to, and is under no obligation to provide a favorable rating, assessment and/or any other favorable result to any corporate issuer (whether or not that corporate issuer has purchased products or services from ICS). No statement from an employee of ICS should be construed as a guarantee that ISS will (a) recommend that is clients vote in favor of any particular proxy proposal nor (b) provide a favorable rating or other assessment of any corporate issuer. For more information, please visit www.isscorporatesolutions.com.