A brief review of the 2023 US proxy season and what to expect in 2024

At a glance We briefly review key takeaways from the US proxy season in 2023, which included a record number of shareholder proposals going to a vote and a rise in anti-ESG shareholder proposals. Looking into 2024 we expect the Universal Proxy Card rule to increasingly influence boards around board quality and shareholder rights. We […]

A brief review of the 2023 US proxy season and what to expect in 2024
Posted by Andrew R. Droste, Columbia Threadneedle Investments, on Wednesday, April 10, 2024
Editor's Note:

Andrew R. Droste is Head of Corporate Governance for North America at Columbia Threadneedle Investments. This post is based on his Columbia Threadneedle memorandum.

At a glance

  • We briefly review key takeaways from the US proxy season in 2023, which included a record number of shareholder proposals going to a vote and a rise in anti-ESG shareholder proposals.
  • Looking into 2024 we expect the Universal Proxy Card rule to increasingly influence boards around board quality and shareholder rights.
  • We expect anti-ESG efforts to grab plenty of headlines. Investors meanwhile look set to continue to focus on material ESG issues and strategies.
  • Artificial intelligence is likely to remain a key theme as investors look to focus on its impact on boardrooms and business performance.

US proxy season 2023 review

  • Director election support remained largely consistent year over year (YoY), while independent chair shareholder proposals rose substantially.
  • The Universal Proxy Card (UPC) rule has significantly influenced proxy contests.
  • Say-on-pay (SOP) failures were down, although average support was consistent YoY.
  • A record number of shareholder proposals went to a vote; however, average support dropped substantially across environmental and social (E&S) proposals.
  • Anti-ESG shareholder proposals were on the rise, though shareholder support dips even lower.

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