Trends & Takeaways from the 2017 Proxy Season

Episode Summary

This episode was published on Aug. 1, 2017.

Shareholder voices rang loud and clear this proxy season, as unprecedented support was garnered for ESG proposals and Say on Pay. In this episode, we go beyond the voting results to discuss trends and takeaways: What do 2017 voting results mean for corporate boards in the coming year? Where are investors focusing their energy?

Special guests from PwC’s Governance Insights Center, Paul DeNicola (Managing Director) and Leah Malone (Director), join host TK Kerstetter to share key insights from the 2017 proxy season. The two focus on the season’s most important proposals and outline their predictions for shifts in board policy and SEC regulation:

It’s the story of shareholder empowerment. Shareholders care about [compensation] issues, even if the SEC is not pursuing that agenda. Shareholders are going to companies and saying: ‘It matters to me that you have strong clawbacks in place… it matters to me that I understand exactly how you are tying company pay to company performance.’ So companies are doing a lot of work in those areas, even absent the rules.
— Leah Malone, Director, PwC’s Governance Insights Center

Malone shares some interesting updates regarding the CEO pay ratio, as a recent statement from SEC Commissioner Mike Piwowar may indicate that the SEC is poised to take action on the impending legislation. DeNicola also reviews the noteworthy voting numbers for proposals on climate change and virtual-only meetings. In this episode, we cover:

PwC's Executive Compensation Series
Click here to access PwC’s Executive Compensation Series

  • What are the main takeaways from the 2017 proxy season?
  • What proposals received support or opposition—and what does that mean for boards?
  • How could SEC regulations on CEO pay potentially evolve in the months ahead?

Resources Referenced: Access the Executive Compensation Series by PwC and Cleary Gottlieb. Stay tuned to the PwC Governance Insights Center website for the 2017 Proxy Pulse.

PwC refers to the US member firm or one of its subsidiaries or affiliates, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details.

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