What Happened With Proxy Votes In 2023?

Starting off the new year, consultant Semler Brossy's latest report analyzes proxy results for 2023 among the S&P 500 and the Russell 3000, including votes on say on pay, environmental and social shareholder proposals, director elections and equity plans. According to SB, last year saw improvements in say-on-pay vote results and a decline in approval rates for E&S shareholder proposals. There was little change in the rate of favorable votes for director nominees, while there was an increase in vote failures for equity plan proposals. And SB shows that unfavorable vote recommendations from ISS apparently do make a difference.

Say on pay. As calculated by SB, companies in the Russell 3000 experienced a 2.1% failure rate (50 failures), the lowest rate since 2017 and a 1.6 percentage-point decline from the 3.7% failure rate (82 failures) set in 2022, which was the highest rate since 2011. The average approval was 90.0%, which SB characterizes as generally comparable to