2023 Annual Letter to Boards
Leading the Way: Navigating Volatile Markets and Macroeconomic Forces
An overview of trends from the 2021 proxy season
A comprehensive review of proxy season developments
The extraordinary 2021 proxy season comprised significant developments in governance, environmental and sustainability issues, diversity, shareholder engagement, investor considerations and activism matters.
Freshfields’ corporate governance team reviewed trends and developments for this year’s proxy season, summarizing the key takeaways and guidance across the following core areas: boards and directors refreshment trends, board and senior management diversity, climate disclosure and engagement, environmental and social shareholder proposals, governance trends and proposals, executive compensation considerations, activism and proxy advisory firm updates and investor updates.
High-level takeaways are outlined below. Download the full report here.
- Investors are demonstrating an increased willingness to vote against directors and management proposals if companies do not conform to investor expectations
- Shareholder proposals continue to reflect general societal trends and considerations, including racial justice, equal opportunity, worker and human rights and political issues
- Diversity considerations continue to be top of mind for investors and other stakeholders, including at all levels of the workforce and through shareholder proposals seeking director and workforce reporting and commitments
- Environmental and social issues continue to gain traction and attention, including the first proxy contest win from an ESG-focused activist
- Aftereffects of the COVID-19 pandemic are reverberating through proxy season including say-on-pay and compensation reviews, human rights proposals, health and safety responses to the pandemic and a focus on human capital considerations
- While governance proposals are receiving less attention, they continue to be a significant driver of new proposals
Our Team
Pamela L. Marcogliese Head of US Transactions
New York, Silicon Valley
Elizabeth K. Bieber Partner
New York
Lori D. Goodman Partner
New York
Michael Levitt Partner
New York