EGC Corporate Governance Practices (May 2018)

EGC Corporate Governance Practices: A Survey and Related Resources PAGE 24 10.7% had outstanding awards of less than 5%, approximately 17.0% had outstanding awards between 5% and 10%, approximately 18.4% had outstanding awards between 10% and 15%, approximately 14.3% had outstanding awards between 15% and 20%, approximately 21.6% had outstanding awards between 20% and 50%, and approximately 1.5% had outstanding awards over 50%. 140 of the 848 companies, or approximately 16.5%, had neither any outstanding equity compensation awards nor any shares reserved for issuance under a new equity compensation plan adopted. Figure 36 : N=848. Relationship with Shareholders In addition to the majority voting provision for uncontested director elections, the EGC filings we reviewed disclosed other provisions relating to the relationships between the EGCs and their shareholders. Exclusive Forum Provisions 613 (approximately 72.3%) of the issuers had super-majority voting requirements for certain actions and transactions. Approximately 38.7% of the issuers permitted shareholders to take action by written consent (based on 844 companies for which data was available). 242 (approximately 28.5%) of the issuers permitted shareholders to call special meetings of shareholders. Last, in light of case law upholding exclusive forum provisions for litigation by shareholders if the requirement is effective before the acquisition of shares , 13 approximately 45.6% of the issuers included exclusive forum provisions in their bylaws. 13 Boilermakers Local 154 Retirement Fund v. Chevron Corp. , No. 7220-CS (Del. Ch. June 25, 2013). 140 91 144 156 121 183 13 0 50 100 150 200 None Less than 5% 5% - 10% 10% - 15% 15% - 20% 20% - 50% Over 50% Outstanding Equity Compensation Awards (Combined with Shares Reserved) (By Frequency) Number of Companies