The Advisors' Blog

Meridian recently published its 2025 Corporate Governance & Incentive Design Survey. The survey contains 54 pages of benchmarking data, pulled from the latest proxy statements of 200 large-cap companies (median revenue of $25.4 billion and median market cap of $46.5 billion).

Here’s the scoop on proxy disclosure practices and compensation-related shareholder proposals:

– Compensation-Related Shareholder Proposals Decline; Support Remains Low: In 2025, 14% of companies received at least one compensation-related shareholder proposal. Most compensation-related shareholder proposals continue to receive limited shareholder support.

– Nearly All Companies Engage in Shareholder Outreach: 96% of the Meridian 200 disclose shareholder outreach efforts. 50% of the Meridian 200 provide specific details on feedback received and/or actions taken as a result of the feedback.

– SEC “Pay Versus Performance” Disclosures Remain Consistent: Consistent with last year, most companies (80%) choose to compare TSR against an industry specific index and a strong majority of companies (92%) use graphical disclosure to depict the relationship between “compensation actually paid” and performance.

Diving into shareholder proposals, the most common proposal topic that made it into company proxy statements related to ratification of severance pay. Aside from “other,” the second most common proposal encouraged companies to de-link pay from ESG metrics.

The decrease in compensation-related proposals was consistent with the decrease in number of Rule 14a-8 shareholder proposals across the board, a topic we’ve been covering on The Proxy Season Blog on TheCorporateCounsel.net. It will be interesting to see what happens in the coming season in light of this trend line and the gauntlet that SEC Chair Paul Atkins threw down a couple weeks ago.

The survey also covers annual & long-term incentive design practices, corporate governance practices, and clawback policies.

– Liz Dunshee