A new Conference Board report on proxy voting in 2014 reports a decline in shareholder proposals on executive compensation matters. Among Russell 3000 and S&P 500 companies, the 70 compensation-related proposals was down from 86 proposals in 2013. Almost 70% of the proposals involved either requiring equity retention periods or limits on golden parachute payments. A couple of notes:
-
There was majority support for 5 of the golden parachute proposals and 1 of the equity retention proposals.
-
Support increased for clawback and SERP limit proposals, but measured on a small number of proposals (3 clawback and 2 SERP proposals).
-
2014 saw a complete lack of proposals on tax gross ups (consistent with the decreased use of gross ups).
-
The major area of new proposals (6) related to director compensation, however, these were all part of a single director election proxy fight.
