Observations On The 2016 Proxy Season

• The proxy access movement hit its stride in 2016—more than 36 percent of S&P 500 companies have adopted proxy access bylaws.
• Although this wave of bylaw adoptions occurred almost five years after the demise of the SEC's proxy access rules, most of the bylaws were adopted since the NYC pension funds launched their campaign on the topic in late 2014.
• Other shareholder proposals submitted for the 2016 proxy season focused on familiar governance subjects, although the number of proposals on "high stakes" governance topics has dropped precipitously in recent years as key takeover defenses—like classified board terms—have largely been dismantled.

The 2016 proxy season has drawn to a close. The key topic of the 2016 season was proxy access, with roughly 200 shareholder proposals submitted on that topic, almost twice the number submitted last year. Seventy-two of the 2016 proposals were sponsored by the NYC pension funds' Boardroom Accountability Project, the first