The Advisors' Blog

Despite a sharp decline in shareholder proposals, the number of proposals on executive compensation topics dropped by only a handful this year. That’s according to recent stats from The Conference Board and ESGAUGE, which look at stats from Russell 3000 companies.

In further contrast to environmental & social, as well as governance proposals, these stats show that average support for executive compensation topics increased by 3% this year. It’s the only category besides “other” where average support increased. Here’s more detail (data is through June 13th):

Number of shareholder proposals voted in the Russell 3000: 443 (vs. 576 in 2024)

Governance: 165 (155)

Environmental: 60 (76)

Social: 102 (172)

HCM proposals: 38 (84)

Executive compensation: 51 (56)

Other (e.g., elect dissident’s director): 27 (33)

Average support: 23% of votes cast (vs. 22% in 2024)

Governance: 39% (39%)

Environmental: 10% (18%)

Social: 13% (16%)

HCM proposals: 9% (16%)

Executive compensation: 17% (14%)

Other: 38% (19%)

Number of shareholder proposals omitted/withdrawn: 313 (vs. 330 in 2024)

Omitted: 180 (136)

Withdrawn: 133 (194)

When you look closer, the story isn’t super clear-cut. We’ve been discussing factors that have been contributing to the overall drop in proposals over on The Proxy Season Blog – and many of those same factors are at play in the compensation category. One of those is the opposing forces of “traditional” proposals versus “anti-ESG.” For example:

– Meredith shared a few weeks ago that support for severance agreement-related proposals has been down this year (through May 1st).

– At the same time, anti-DEI proponents have submitted proposals relating to incentive compensation milestones – so those may account for some of the numbers this year.

Another variety of executive compensation related proposal that I’ve seen recently was a request to include CEO pay ratio in the company’s consideration of executive compensation, which to my knowledge hasn’t passed. Reach out if you know of any other proposals that we should watch for!

– Liz Dunshee