2015 Proxy Season Results Show that Retail Investors Voted Against Proxy Access Proposals, According to New Report from Broadridge and PwC US

NEW YORK, Aug. 27, 2015 /PRNewswire/ -- Broadridge Financial Solutions, Inc. (NYSE: BR) and PwC's Center for Board Governance today released their final ProxyPulse™ report for the 2015 season. The report covers 4,280 U.S. shareholder meetings held between January 1, 2015 and June 30, 2015, and provides aggregated data and analysis, including share ownership trends and voting results.

Of the over 80 proxy access proposals that came to a vote, 70% received the majority support of shareholders, averaging 57% of the shares voted.  Retail investors voted their shares against proxy access in significant numbers, while institutions voted 61% of their shares in favor of such proposals.

"Shareholder rights appeared to be a driving force behind proxy access proposals this season -- rather than dissatisfaction with specific company directors," said Chuck Callan, Senior Vice President, Regulatory Affairs, Broadridge.  "Shareholders were strongly supportive of most directors at companies where proxy access proposals were passed."

Shareholder support for say-on-pay strengthened this season, with 90% of proposals attaining support of at least 70% of the shares voted, up from 87% last season.

"New rules from the SEC on CEO pay-ratio disclosure, and anticipated rules on clawbacks and pay for performance disclosure could influence say-on-pay voting in the future," stated Paula Loop, Lead Partner for PwC's Center for Board Governance.

In today's release, key findings highlighted by Broadridge and PwC include:

• 1,184 directors failed to attain the support of at least 70% of the shares voted, and 345 failed to attain majority support.
• 41% of the companies that had a director fail to attain majority support last season also had a director fail to attain majority support this season.
• There were 57 shareholder proposals to split the roles of Chair and CEO. Of these, only three received majority support. Fifty seven percent of directors surveyed in PwC's 2015 Annual Corporate Directors Survey stated their companies have already separated the roles, with 11% considering doing so at their next CEO succession.
• 46% of the companies that failed to attain majority support for say-on-pay last proxy season had at least one director fail to garner at least 70% support this season.

The report is based upon Broadridge's processing of shares held in street name, which accounts for over 80% of all shares outstanding of U.S. publicly-listed companies. In addition, it provides perspectives from PwC's 2015 Annual Corporate Directors Survey. Visit www.proxypulse.com to access the full report.

ProxyPulse is a collaboration between Broadridge and PwC's Center for Board Governance.

About Broadridge
Broadridge Financial Solutions, Inc. (NYSE: BR) is the leading provider of investor communications and technology-driven solutions for broker-dealers, banks, mutual funds and corporate issuers globally. Broadridge's investor communications, securities processing and managed services solutions help clients reduce their capital investments in operations infrastructure, allowing them to increase their focus on core business activities. With over 50 years of experience, Broadridge's infrastructure underpins proxy voting services for over 90% of public companies and mutual funds in North America, and processes on average $5 trillion in equity and fixed income trades per day. Broadridge employs approximately 7,400 full-time associates in 14 countries. For more information about Broadridge, please visit www.broadridge.com.

About PwC US
PwC US helps organizations and individuals create the value they're looking for. We're a member of the PwC network of firms, which has firms in 157 countries with more than 195,000 people. We're committed to delivering quality in assurance, tax and advisory services. Find out more and tell us what matters to you by visiting us at www.pwc.com/US.

© 2015 PwC. All rights reserved. PwC refers to the US member firm or one of its subsidiaries or affiliates, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details.

About PwC's Center for Board Governance
PwC's Center for Board Governance is a group within PwC whose mission is to help directors effectively meet the challenges of their critical roles. This is done by sharing governance leading practices, publishing thought leadership and offering forums on current issues.

For more information, please visit http://www.pwc.com/US/CenterForBoardGovernance.

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SOURCE Broadridge

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