The 2015 Proxy Season is on the doorstep. A look back at the hot
topics in shareholder meetings held in the U.S. in 2014 is useful
for Canadian issuers to anticipate emerging trends.
Key Shareholder Proposals
When looking at the shareholder proposals voted on at S&P
1500 companies that held their annual meetings in the first half of
2014, three themes of interest stand out.
First, corporate governance issues continue to form the bulk of
shareholder proposals. Among those issues, the most common proposal
involves the separation of the roles of CEO and chair. Although
such resolutions gather about a third of shareholder support on
average, the proposal is seldom adopted. Investors appear therefore
to be satisfied with the role of the lead independent director as
an alternative to an independent board chair. The U.S. position
contrasts with the Canadian position where the independent chair is
an accepted governance practice for the vast majority of Canadian
public