We foresee investors continuing to both refine and expand their
demands on corporate boards in 2020. With the particular focus on
board refreshment and diversity, significant pressure is placed on
nominating and governance committees to play an increasingly
prominent role.
Nominating and governance committees will also need to pay
attention to the changing landscape of shareholder proposals,
including changes to the SEC's procedures for the 2020 proxy
season and the SEC's proposed changes to the Rule 14a-8
process.
Overboarding
Institutional investors and proxy advisory firms have paid
increasing attention to the number of corporate boards on which
directors serve. During the 2019 proxy season, 5.8% of directors
received support levels below 80%, the highest rate in nine years,
which can largely be attributed to investors' changes to, and
enforcement of, their overboarding policies.
