Private Dinner: Proxy Statement Reveals Hot Issues Facing Boards

As we make our way through the proxy season and begin to see trends emerge, our subject matter experts from Meridian Compensation Partners will initiate the discussion on proxy season priorities. 

Say on Pay voting results: While still early in the season, results are trending slightly more favorable than in prior years (at this time). This tends to ebb and flow a bit throughout the cycle – so we will provide more up to date statistics at our session – as well as trends that we are seeing in failure rates, proxy advisor influence and other lessons learned.

1. What challenges have companies faced (if any) with Say on Pay votes this proxy cycle?
2. What are the lessons learned?

Shareholder proposals: Compensation committees can gain critical insights into the concerns of company’s shareholders and broader stakeholders through reviewing trends on shareholder proposals. We will review outcomes to date of proposals that gained traction over the 2023 proxy season, as well as those that fell short, and learn from others as to their experiences with some of the more common proposals.

1. Which shareholder proposals gained the most support in this proxy cycle?
2. What are the hot buttons for investors and what program designs/policies should be avoided?
3. What are the lessons learned?

Impact of the new disclosure rules: Senior leaders (and Compensation Committee’s) have had to scramble over the last few months to get ready for the two new disclosure rules coming out of the SEC in late 2022 - Pay versus Performance (“PvP”) disclosure (now in effect) and Mandatory Clawbacks (likely be approved in the coming months). We will discuss trends from the recent PvP disclosures  - as well as what we are hearing about how companies plan to handle the new Mandatory Clawback rules from a practical standpoint.

1. Should companies maintain existing (usually discretionary) clawback provisions or replace them with new mandatory policy?  
2. Have the new PvP disclosure rules had any implications for program design?

Broader remit of the Compensation Committee: The Role of the Compensation Committee continues to expand – with additional time and energy spent on areas such as diversity, equity and inclusion, employee engagement, leadership/talent development and succession planning. We will touch on how Compensation Committee’s can think about shaping agendas, charters and meeting materials to they can maintain a healthy balance between oversight and management.

1. How often are boards discussing broader human capital topics?
2. Is it typically a Compensation Committee agenda item – or broader board topic?