The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Fri, 22 May 2026 11:32:50 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Proxy Access: A Five-Year Review – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Proxy Access: A Five-Year Review https://corpgov.law.harvard.edu/2020/02/04/proxy-access-a-five-year-review/?utm_source=rss&utm_medium=rss&utm_campaign=proxy-access-a-five-year-review https://corpgov.law.harvard.edu/2020/02/04/proxy-access-a-five-year-review/#comments Tue, 04 Feb 2020 13:56:50 +0000 https://corpgov.law.harvard.edu/?p=126142?d=20230127150850EST Posted by Holly J. Gregory, Rebecca Grapsas and Claire Holland, Sidley Austin LLP, on Tuesday, February 4, 2020
Editor's Note:

Holly J. Gregory is partner, Rebecca Grapsas is counsel, and Claire H. Holland is special counsel at Sidley Austin LLP. This post is based on a Sidley memorandum by Ms. Gregory, Ms. Grapsas, Ms. Holland, John P. Kelsh, Thomas J. Kim, and Kai H.E. Liekefett. Related research from the Program on Corporate Governance includes The Case for Shareholder Access to the Ballot by Lucian Bebchuk (discussed on the Forum here); The Myth of the Shareholder Franchise by Lucian Bebchuk (discussed on the Forum here); and Does Shareholder Proxy Access Improve Firm Value? Evidence from the Business Roundtable Challenge by Bo Becker, Daniel Bergstresser, and Guhan Subramanian (discussed on the Forum here).

Pressure from large institutional investors, including public and private pension funds, and other shareholders has led to the widespread adoption of proxy access by large U.S. public companies in the past five years. Proxy access is now mainstream at S&P 500 companies (76%) and has been adopted by just over half of the companies in the Russell 1000. Proxy access gives eligible shareholders the power to nominate a number of director candidates for inclusion in the company’s proxy materials.

As a follow-up to our reports titled The Latest on Proxy Access from January 2019 and Proxy Access—Now a Mainstream Governance Practice from February 2018, this post provides a five-year review of proxy access in the U.S. as of the end of 2019. Topics covered include:

  • The rapid rise of proxy access at U.S. companies since 2015.
  • Management and shareholder proposals relating to proxy access.
  • Institutional investor support for proxy access.
  • Proxy advisory firm policies on proxy access.
  • Typical parameters of proxy access provisions.
  • The fact that proxy access has been used in the U.S. only once.
  • Practical guidance for companies considering whether and when to adopt proxy access.

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