Sullivan & Cromwell

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[Sullivan & Cromwell @sullcrom]

Compared to proposals ISS supported, proposals with negative recommendations received 26% and 22% lower support on average, respectively, at S&P 500 and Russell 3000 companies.

Learn More: https://t.co/dzwl6yEo78

[Sullivan & Cromwell @sullcrom]

Support for management say-on-pay proposals remained high in 2025 as the number of failed say-on-pay votes continued to remain low across both the S&P 500 and the Russell 3000.

Learn more: https://t.co/dzwl6yDQhA

[Sullivan & Cromwell @sullcrom]

The 2025 proxy season saw a decrease in voted proposals, which reflected the high volume and success of no-action requests.

Learn more: https://t.co/dzwl6yDQhA

[Sullivan & Cromwell @sullcrom]

Submission of Rule 14a-8 proposals fell for the first time since 2020, falling 13% from H1 2024. Only 55% of shareholder proposals reached a vote this proxy season.

Read our 2025 Proxy Season Review – Part 1: https://t.co/YPkz79CdpA

Learn more: https://t.co/dzwl6yDQhA

[Sullivan & Cromwell @sullcrom]

S&C’s 13th annual Proxy Season Review will highlight ongoing trends and anticipated developments, including the intensifying polarization of proposals on ESG topics and the record number of no-action requests submitted by companies.

Sign up: https://t.co/qSj1CJGW9R

[Sullivan & Cromwell @sullcrom]

On September 10, S&C Corporate Governance Co-Heads Marc Treviño and Melissa Sawyer, and Special Counsel June Hu hosted a webinar to explain the lessons of the 2024 Proxy Season and what to expect in 2025. Learn more and watch the webinar: https://t.co/SZ2WnC1rlG

[Sullivan & Cromwell @sullcrom]

ISS support continued to have a meaningful impact on shareholder support for say-on-pay proposals while alignment of CEO pay with relative total shareholder return remained the most important quantitative factor underlying ISS negative recommendations.

https://t.co/BSQRJXDfCn

[Sullivan & Cromwell @sullcrom]

Support for management say-on-pay proposals remained high in the 2024 proxy season, with the number of companies with failed votes reaching a ten-year low across both the S&P 500 and the Russell 3000.

Read our 2024 Proxy Season Review: https://t.co/rlhc6Z14vn

[Sullivan & Cromwell @sullcrom]

In a break from recent years, environmental and social/political proposals have leveled off while governance-related proposals increased.

Read our 2024 Proxy Season Review: https://t.co/rlhc6Z0wFP

[Sullivan & Cromwell @sullcrom]

Shareholder proposals continued to increase, but companies are becoming less willing to settle and more willing to seek no-action relief. Read our 2024 Proxy Season Review: https://t.co/rlhc6Z14vn

[Sullivan & Cromwell @sullcrom]

S&C’s 12th annual Proxy Season Review will highlight ongoing trends and anticipated developments including a record-breaking number of companies with at least one Rule 14a-8 proposal on the ballot. Sign up to receive the 2024 Proxy Season Review: https://t.co/qSj1CJHtZp

[Sullivan & Cromwell @sullcrom]

Join S&C on Wednesday, June 19 for a webinar exploring the current status and likely evolution of key FDI regimes in Europe and, in particular, strategies stakeholders need to be aware of as part of any transaction process. Register for the webinar: https://t.co/1dPEWzgILz

[Sullivan & Cromwell @sullcrom]

Nader Mousavi and Mark Schenkel Hesse have been named “Dealmakers of the Year” by @AmericanLawyer for advising OpenAI on continuing its multiyear, multibillion-dollar partnership with Microsoft. Learn more: https://t.co/UUpnb2KiI5

[Sullivan & Cromwell @sullcrom]

Matt Hurd, Melissa Sawyer and Renata Hesse have been named “Dealmakers of the Year” by @AmericanLawyer for advising Seagen on its $43 billion acquisition by Pfizer—the largest-ever all cash acquisition in the biopharmaceutical industry. Learn more: https://t.co/NFextajSd0

[Sullivan & Cromwell @sullcrom]

On March 6, the SEC adopted its landmark climate-related disclosure rules. S&C’s latest memo discusses the key implications of these rules for public companies and analyzes the new disclosure requirements. Learn more: https://t.co/R24x2DcE1g

[Sullivan & Cromwell @sullcrom]

On September 14, S&C Corporate Governance co-head Melissa Sawyer, Heather Coleman and June Hu hosted a webinar to explain the lessons of the 2023 Proxy Season and what to expect in 2024. Learn more and watch the webinar: https://t.co/zNooAODPA6

[Sullivan & Cromwell @sullcrom]

Shareholder proposals experienced record-low support in 2023 as shareholders continue to express concern over the granularity and polarization of proposals on this year’s ballots. Download S&C’s 2023 Proxy Season Review for our analysis: https://t.co/FNyzX7pr9D

[Sullivan & Cromwell @sullcrom]

Read S&C’s 2023 Corporate Governance Developments: https://t.co/u0PGoGIYbn

#corporategovernance

[Sullivan & Cromwell @sullcrom]

In Part 2 of S&C’s 11th annual Proxy Season Review, our Corporate Governance lawyers address trends in compensation-related matters. Learn more: https://t.co/Ey7hsXA7t2

[Sullivan & Cromwell @sullcrom]

Shareholder proposals continue to reflect increasing concerns about environmental activism, social justice and diversity. Learn more: https://t.co/Ey7hsXAFiA