Preparing for Proxy Season 2022

Featuring commentary from DFIN

Preparing for Proxy Season 2022, an Equilar publication, analyzes the design decisions from annual proxy statements and subsequent CD&As of companies in the Equilar 100 over the last five fiscal years. DFIN has provided independent commentary for added context and color regarding specific proxy statement disclosures, as well as insight on how the proxy statement serves as an effective vehicle to communicate to shareholders.

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Key Findings

  • More companies are providing guideposts throughout the proxy. Approximately 84% of Equilar 100 companies included a proxy summary at the beginning of their DEF 14A, up from 73.2% five years ago.
  • Supplemental graphs are nearly universal in Equilar 100 proxy statements. Nearly 93% of companies included information in a visual format to help illustrate important topics for various stakeholders.
  • Pay for performance graphs are falling out of fashion. Just 14.1% of Equilar 100 companies included a pay for performance graph in their most recent proxy statements, down from 21.6% five years earlier.
  • Alternative ways to express pay continue to rise. Nearly 40% of Equilar 100 companies included a graph or table to express executive compensation outside of the method required by the SEC.
  • ESG disclosure has become the rule as opposed to the exception. The percentage of Equilar 100 companies including ESG practices and policies in their proxy statements skyrocketed from 10.3% to 81.8% in the past five years.