Innovations in Proxy Design

Innovations in Proxy Design: The Compensation Discussion & Analysis, an Equilar Publication, analyzes the annual proxy statements and subsequent CD&As of companies in the Equilar 100—the top 100 U.S.-listed companies by revenue—over the last five fiscal years. The report highlights disclosure as well as proxy design trends and features of Equilar 100 companies. DFIN has provided independent commentary for added context and color regarding specific proxy statement disclosures and how information is presented to the reader for consumption.

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Key Findings:

• 75.0% of Equilar 100 companies used a proxy summary in the annual proxy in 2018, while 78.0% had an executive summary at the top of the CD&A section.
• The word count of Equilar 100 companies’ CD&A section continued to climb in 2018, reaching an average of 9,728 words.
• The number of companies that included a compensation program checklist fell five percentage points from 2017 to 2018, down to 84.0% of companies.
• Nearly nine out of ten Equilar 100 companies included a supplemental graph other than those required by the SEC in the CD&A section in 2018, a figure that has risen by 6.2% since 2014.
• 56.0% of Equilar 100 companies included a graph displaying an alternative pay calculation different from those displayed in the summary compensation table, such as realized or realizable pay.