EGC Corporate Governance Practices (May 2018)

EGC Corporate Governance Practices: A Survey and Related Resources PAGE 11 Type of Voting Approximately 63.6% of the issuers required a majority vote in order to elect directors in an uncontested election, consistent with the general market trend towards majority voting . 7 Figure 16 : N=846. Proxy Access Approximately 84.2% of the issuers had proxy access for director elections, and approximately 15.8% did not. 7 One Cayman Islands company disclosed that it is not required to hold general or annual shareholder meetings to elect directors. One company required a tw0-thirds supermajority vote to elect directors. Majority Voting System; 539 Plurality Voting System; 307 Type of Voting for Director Elections (By Frequency) Majority Voting System Plurality Voting System Proxy access generally provides shareholders that meet certain requirements (such as minimum stock ownership thresholds) the opportunity to nominate directors to a company’s board and include those nominees in the company’s proxy materials without going through a typical proxy contest. In August 2010, the SEC adopted a proxy access rule pursuant to the Dodd-Frank Act, which was later vacated by the U.S. Court of Appeals for the District of Columbia in July 2011. However, over the past several years the 3%/3-year ownership thresholds (which would have applied under the SEC’s proxy access rule) have become the unofficial standards by which proxy access threshold provisions (and subsequently, proxy access proposals) are typically evaluated.