Shareholders Waver in Support for Directors: Report

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By Michael Greene

March 2 — More than 125 directors in U.S. public companies failed to get a majority of shareholder support during the second half of 2015, a March 1 report by Broadridge Financial Solutions Inc. and PwC’s Center for Board Governance found.

Additionally, almost 400 directors received less than 70 percent support from shareholders, said the report, “2016 Proxy Season Preview,” which analyzed 1,053 U.S. public company shareholder meetings held during the 2015 “mini-season.”

The report found that although shareholder support for directors remains substantially high, it has dipped slightly compared to the previous year. Average shareholder support for directors in the second half of 2015 was at 92 percent, two points lower than the 2014 mini-season.

According to the report, 90 percent of directors had a shareholder approval level of 70 percent or higher. However, 55 percent of companies that had a director who failed to meet the 70-percent approval threshold in the 2014 mini-season, also had a director who failed to meet that mark during the 2015 mini-season.


In other developments, the report said that 8 percent of say-on-pay votes failed to attain majority approval, and 20 percent didn't reach the 70-percent support threshold—the level closely scrutinized by proxy advisory firms.

The report also suggested that several governance issues are likely to impact the 2016 season. These include:

  • boards' engagement in a more aggressive activist environment;
  • shareholders' continued push for proxy access;
  • pressure from investors, proxy advisers and others on companies for boardroom renewal;
  • proxy firm policy changes on director “overboarding”; and
  • the anticipation of new executive compensation rules.

    To contact the reporter on this story: Michael Greene in Washington at

    To contact the editor responsible for this story: Yin Wilczek at

    For More Information

    The report is available at