Independent Chair Proposals

During the 2016 proxy season, 47 shareholder proposals calling for independent board chairs reached a vote at Russell 3000 companies, all of which failed. This development reflects a decline from last year’s proxy season during which 62 independent chair proposals reached a shareholder vote and two passed. Interestingly, the increased support of Institutional Shareholder Services, Inc. (“ISS”) for these proposals had little to no impact on the shareholder vote results. In addition to the fact that none of the proposals passed, average shareholder support for these proposals remained steady at 29 percent.