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Investor Survey 2015 — What Matters to Investors in Proxy Statements
February 24, 2015
n the fall of 2014, RR Donnelley, Equilar, and the Rock Center for Corporate Governance at Stanford University
surveyed 64 asset managers and owners with a combined $17 trillion in assets to understand how institutional
investors use the information in corporate proxies to make voting and investment decisions. This outreach effort
resulted in Equilar’s 2015 Investor Survey, among other things. Some key findings are highlighted below.
2015 Investor Survey Key Findings
1. Shareholders Are Dissatisfied with CEO Compensation and Disclosure
Only 38 percent of institutional investors believe that corporate disclosure about executive compensation in the
proxy is clear and easy to understand. “Shareholders want to know that the size, structure, and performance targets
used in executive compensation contracts are appropriate,” says Professor David F. Larcker of the
Stanford Graduate School of Business. “Our research shows that, across the board, they are dissatisfied with the quality
and clarity of the information they receive about compensation in the corporate proxy. Even the largest, most sophisticated
investors are unhappy.”
2. Proxies Are Too Long, Difficult to Read
“With new pressure from activist investors and annual ‘Say on Pay’ (SOP) votes, it is more important than ever that
companies explain to their shareholder base why the compensation packages they offer are appropriate in size and
structure,” says Aaron Boyd, director of Governance Research at Equilar. “Investors are noticing the wide range in
quality and clarity among various companies’ proxies. They want companies to communicate and explain, rather than
simply disclose,” adds Ron Schneider, director of Corporate Governance Services at RR Donnelley Financial Services.
“This represents a significant opportunity for many companies to improve the clarity of their proxies.”
For a more in-depth look into the issues raised by this year’s investor survey, visit Equilar’s
publications page.