“Developments and Trends in Delaware Officer Exculpation Charter Amendments” reveals Mayer Brown’s analysis of management-sponsored officer exculpation proposals from the August 1, 2022, effective date of the amendment to Delaware’s General Corporation Law permitting such exculpation (first reported on here) through May 31, 2024.
Among the key takeaways:
- Of 443 proposals included in proxy statements, stockholders strongly supported 88% of proposals, with 106 additional proposals slated for a vote in June and July 2024.
- Failures to attain the requisite shareholder support are primarily attributed to low stockholder turnout and supermajority approval requirements.
- ISS has tended to support officer exculpation proposals, while Glass Lewis has tended to recommend votes against (consistent with its previously articulated position); however, proxy advisors’ negative vote recommendations have not a significant impact on the vote outcomes.
Access additional resources on our Director / Officer Duties & Liabilities and Proxy & Annual Reporting Season 2024 pages.
This content first appeared in the Society Alert!