The Key Issues In The 2013 Proxy Season

The number of shareholder resolutions was nearly the same as in the first half of 2012, but there were significantly fewer majority votes. There were proposals regarding say-on-pay (with fewer failures than in 2012); on proxy access; board declassification; majority voting; “zombie” directors; independent chairmen; board diversity and tenure; special meetings; written consent; lobbying and political contributions; compensation-related proposals; clawbacks; pay ratios; dissident compensation schemes; and exclusive jurisdiction bylaws.