October 6, 2017
A Proxy Season Review from ISS
– Broc Romanek
These are the key take-aways from this proxy season review from ISS:
1. Average support for say-on-pay reached 92%, the highest level to date.
2. The say-on-pay failure rate was an all-time low of 1.3%.
3. The vast majority of boards and shareholders supported an annual say-on-pay frequency in 2017.
4. Total S&P 500 CEO pay increased to its highest level since 2011, in contrast to a slight decline in CEO pay seen at smaller companies.
5. The gap between median CEO pay in the S&P 500 vs. the Russell 3000 is the largest since say-on-pay began.
6. Performance-based pay elements continue to be emphasized while reliance on discretionary awards declined.
7. The median CEO golden parachute payment rose by nearly 75% in 2017, whereas average support for golden parachute votes dropped and the failure rate more than doubled.
8. Average support for equity plan proposals was consistent with prior years.
9. Shareholder proposals on compensation topics remained on the decline and, for the second consecutive proxy season, no proposals received majority support.