While it is too soon to predict how the 2024 proxy season (defined as July 1, 2023 – June 30, 2024) will play out compared to prior years, Proxy Analytics shared early season stats and related insights that signal some potentially noteworthy departures from the 2023 season (July 1, 2022 – June 30, 2023), as follows:
Submitted proposals down—The number of submitted proposals tracked season-to-date is down approximately 15% from the same time last season. Tracked proposals include those revealed in the no-action process and voluntarily disclosed by proponents and other third-parties.
Submitted proposals by category:
- Environmental & Natural Capital: 90 (23%)
- Governance: 84 (21%)
- Diversity & Human Capital: 62 (16%)
- Human Rights: 45 (11%)
- General E&S: 37 (9%)
- Political & Civic Activity: 29 (7%)
- Compensation: 28 (7%)
- Other: 25 (6%)
No-action requests up—No-action requests, which are thus far focused on E&S proposals, are up 30% season-over-season. Notably, numerous no-action request letters to date cite Rule 14a-8(i)(3) regarding materially false or misleading statements as a basis for exclusion (37 letters this season compared to 17 letters in the 2023 season).
Novel proposals—Aside from AI-related proposals, one trending proposal type calls on the board to adopt a policy requiring director nominees to submit an irrevocable, conditional resignation to the board effective upon their failing to receive the required majority shareholder vote in an uncontested election. Another focuses on the equitable treatment of dissident director nominees under advance notice bylaws in a proxy contest.
In view of the foregoing, early predictions include reduced shareholder proposal submissions overall and ongoing reduced shareholder support for voted proposals.