2012 Proxy Season Update -

As the 2012 proxy season draws to a close, it is never too early for companies to begin considering lessons from this year’s results and planning for 2013. In this edition of the Public Company Advisor, we provide an overview of the key results of the 2012 proxy season — including say on pay votes, significant shareholder proposals, director elections and emerging best practices in drafting proxy statements — as well as practical advice for planning for 2013.

Say on Pay

2012 Results

The 2012 proxy season marked the second year of required “say on pay” votes at public companies. Continuing the trend from 2011, say on pay votes this year have been overwhelmingly positive. Average shareholder support in 2012 (through June 15, 2012) was 91% (versus 92% in 2011). Approximately 52 companies have failed to achieve majority support for say on pay, which slightly exceeds the number from all of 2011.