A more shareholder-friendly SEC has indicated it will permit a greater range of shareholder-sponsored proposals than in the past. This new permissiveness includes proposals relating to compensation risk (involving compensation, the environment, and potential future regulatory change), succession planning and other areas previously considered the province of the board. Though typically "non-binding" in nature, high or passing votes on such proposals can subject companies to additional scrutiny, pressure them to adopt the suggested change(s) and even contribute to future withhold votes on directors.
When our clients receive these proposals, as part of their consideration of response measures, we arm them with important information about the sponsor, its history of activism, the voting history on that particular issue, and project the likely vote "for" that proposal at their company should it remain on the ballot.
We also discuss engagement tactics that may cause the sponsor to modify or withdraw its proposal or, if not, which are designed to minimize the support the proposal will receive from the company's mainstream institutional investors.