Broadridge and PwC U.S. Report Declining Shareholder Support for Directors and Say-on-Pay

New York and Lake Success, NY - 23 March 2015

Broadridge Financial Solutions, Inc. (NYSE: BR) and PwC's Center for Board Governance released their ProxyPulse(TM) report for the 2014 fall proxy "mini-season," analyzing data from 1,077 U.S. public company shareholder meetings held between July 1, 2014 and  December 31, 2014.

This first 2015 edition of ProxyPulse finds that shareholder support for directors and say-on-pay proposals declined from 2013. Notwithstanding the fact that fewer directors stood for election in the 2014 mini-season, there was a 26 percent increase in the number of directors that failed to attain majority support, from 99 directors in the 2013 fall mini-season to 125 directors in the 2014 mini-season. With regard to "say-on-pay," out of 471 companies that had a say-on-pay vote, 35 failed to attain majority support.

"Overall, 344 directors failed to attain the support of at least 70 percent of the shares voted," said Chuck Callan, senior vice president, regulatory affairs, Broadridge. "The 70 percent 'support' benchmark is important to many companies and proxy advisors. At the same time, retail shareholders were not broadly engaged in voting and their 'un-voted' shares amounted to 29 percent of street shares outstanding."

"As we move into the 2015 proxy season, this data about recent shareholder behavior can serve as a barometer to help companies and boards as they consider their future shareholder engagement efforts," said Mary Ann Cloyd, leader of PwC's Center for Board Governance.

Some other key findings highlighted by this edition of ProxyPulse include:

  • One-third of the companies that had a director fail to attain majority support last season also had a director fail to obtain majority support this season.
  • Almost half of all companies whose say-on-pay failed to garner at least 70 percent shareholder support in the 2013 mini-season, also failed to receive at least 70 percent support in the 2014 mini-season.

The report is based upon Broadridge's processing of shares held beneficially in street name, which accounts for more than 80 percent of all shares outstanding of U.S. publicly-listed companies. In addition, it provides perspectives from PwC's annual surveys of directors and investors. Visit to access the full report.

ProxyPulse is collaboration between Broadridge, the leading provider of investor communication solutions for financial services firms, mutual funds and corporate issuers globally, and PwC's Center for Board Governance, a group within PwC whose mission is to help directors effectively meet the challenges of their critical roles.

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