2025 Say on Pay Reports

SAY ON PAY RESULTS

SAY ON PAY OBSERVATIONS

• The current Russell 3000 average vote result of 91.5% is 80 basis points lower than this time last year (92.3%) and 60 basis points higher than the index’s 2024 year-end average
• The current S&P 500 average vote result of 89.5% is 120 basis points lower than this time last year (90.7%) and matches the figure from the index’s 2024 year-end average
• The Russell 3000 average vote result thus far in 2025 is 200 basis points higher than the average vote result for the S&P 500
• These initial summary vote results continue a multiyear trend of positive early-season vote support; it is still a small sample and summary results are likely to change over the course of the year

FREQUENCY OF ISS “AGAINST” RECOMMENDATIONS

• 6.9% of Russell 3000 companies and 7.5% of S&P 500 companies have received an ISS “Against” recommendation thus far in 2025
• It is still early in the proxy season; the Russell 3000 ISS “Against” recommendation rate started lower (6.6%) at this time last year and increased over the course of the proxy season

AVERAGE VOTE RESULT AFTER ISS “FOR” OR “AGAINST” RECOMMENDATION

The average vote result for Russell 3000 companies that received an ISS “Against” is 26% lower than those that received an ISS “For” thus far in 2025; the spread is 30% for S&P 500 companies.

E & S PROPOSAL RESULTS

• Shareholders have voted on 17 environmental proposals and 44 social proposals thus far in 2025 • Median vote support is 11% for both environmental proposals and social proposals, and is the lowest support has been in the past five years; note that it is early in the season and that this number may change as more voting data becomes available
• Zero environmental proposals (0%) and two social proposal (5%) have received greater than 50% support thus far in 2024; at this time last year, two environmental proposals and five social proposals had received greater than 50% support
• Both passing social proposals were requests for reports on political contributions

SPOTLIGHT: CBOE GLOBAL MARKETS

A shareholder submitted a proposal requesting that Cboe Global Markets publish a semi-annual report on the Company’s direct and indirect political contributions.

The proposal received 56% vote support 

• The proponent argued that Cboe’s reputation, value, and finances can be harmed by political spending, with increased risk from contributions to groups or PACs that might then provide that money to candidates that the company might not support
• The proponent requested that the company provide a report on its policies and procedures for making political contributions and the expenditures made under those guidelines
• The board opposed the proposal, stating that existing oversight procedures related to contributions exist and that it did not believe that more transparency served the interests of shareholders
• ISS noted that Cboe’s guidelines are public, and that they prohibit the use of corporate funds to support candidates or organizations for federal office
• ISS supported this proposal, as the information available to investors is not sufficient to determine support for organizations that engage in indirect support, which still may impact reputation

DIRECTOR ELECTION RESULTS

DIRECTOR ELECTION OBSERVATIONS

• Average vote support for Director nominees of 95.8% thus far in 2025 is 110 basis points higher than the full-year support observed in 2024
• Over the past five years, average Director election vote support at companies that received a Say on Pay vote below 50% in the prior year is 460 basis points lower than at companies that received above 70% support
• Average vote support for male and female Director nominees has continued the multi-year trend of converging; average support for female Director nominees is now 70 basis points higher than average support for male nominees

EQUITY PROPOSAL RESULTS

• Average vote support for equity proposals thus far in the proxy season (90.3%) is 40 basis points above the average vote support observed at this time last year (89.9%) • No companies have received vote support below 50% in 2025
• ISS has recommended “Against” 21.3% of equity proposals, which is far below the 2024 full-year rate
• Average support for equity proposals that received an ISS “Against” recommendation thus far in 2025 (78%) is aligned with average vote support observed for companies that received an ISS “Against” in the past decade (76%)

Source: Data provided by   .  Analysis by Semler Brossy.

Russell 3000 sample effective as of June 2024 and S&P 500 sample effective as of January 2025.