Shareholder Engagement in Q1 2024
For investor relations and general counsel departments at public companies in most markets, the start of a new year means preparing and releasing proxy statements. Also known as shareholder circulars in some countries, these documents supplement annual financial reports by disclosing information about a company’s governance, as well as listing management and shareholder-sponsored resolutions to be voted on at annual general meetings.
Diligent Market Intelligence (DMI) is the leading data provider for shareholder engagement, stewardship and corporate governance. Proxy statements and meeting results provide a rich picture of prevailing trends in these areas, especially when combined with our analytics and data visualization tools.
Below is a summary of what happened in the first quarter of 2024. The report can also be downloaded here.
Activism
Shareholder activism proved robust in the first quarter of the new year, with 399 companies worldwide publicly subjected to new demands.
Although the total was down almost 10% from the same period last year, it was the second busiest start to a year since at least 2019 and much of the decline is explained by a slow start in Asia and Europe. Indeed, U.S.-basedcompanies subjected to activist demands rose more than 6%.
In the U.S., activists won more board seats than in any first quarter since 2021, according to DMI data.
However, a notable quirk in the data is that all 60 new directors were appointed as part of settlement agreements. No activist has yet succeeded in electing a new director in a contested vote, with the most high-profile proxy fight of the year so far ending with The Walt Disney Co. comfortably defeating Trian Partners.
The Strategic Organizing Center (SOC), a union pension fund coalition, withdrew its proxy contest at Starbucks before the vote in this year’s other big contest. That was expected to be the first ESG-focused proxy fight since the introduction of the universal proxy card in September 2022.
Elsewhere, there was a small increase in activist short selling, with investors that published reports designed to cause a target’s share price to fall increasing most notably in Europe.
Voting
While most companies hold their annual meetings in the second quarter, the early results suggest some promising trends. A smaller proportion of directors up for election or reelection received less than 70% support in most global markets than the full-year trend in previous years, according to DMI data. The same also ran true for non-binding votes on executive compensation.
DMI data also suggest that 2024 could be another busy year for ESG activism. The number of shareholder resolutions in the U.S. rose from 25 in Q1 2023 to 47 in the first three months of 2024.
Governance
More than 800 new director appointments were made globally in the first quarter of 2024, according to DMI. On average over the past three years, 40% of new director appointments were female, with the highest rate of female appointments made in 2021. However, in the first quarter of 2024, that number fell to 34%, driven mostly by North America. In Europe, 47% of new directors were female, only slightly down on previous years.
Coming soon from DMI
DMI continues to publish regular research reports on the latest trends in shareholder engagement, stewardship and corporate governance, as well as providing a searchable database allowing public company clients to benchmark their performance and governance, identify vulnerabilities and prepare a plan to defend themselves against activist attacks.
Our next report looks at the latest investor and regulatory demands on ESG, drawing on the events of the current proxy season. We will also be hosting a webinar with contributors to the report to mark its publication in early June.
Later in the year we will post our Proxy Season Review, the Q2 edition of the DMI Quarterly Snapshot and our executive compensation annual statistical report.
Looking for more help navigating proxy season? Read our Proxy Season Preview 2024 report and visit our website to request a demo of DMI’s full capabilities.
