Proxy Planning Checklist to Prepare for Year-End

August 29, 2018

It’s never too early to start planning for next year’s proxy season. As the summer winds down, now is the perfect time to get a head start on year-end planning activities. As you de-brief and work through all the information released from this year’s busy proxy season, now is the right time to evaluate, analyze and consider what it all means so you can understand where your priorities lie moving forward. Our experts have compiled this checklist so you can get a head start on areas to focus on so you can position your company for success for the 2019 proxy season.


1. Assess your exposure

This is a good place to start your proxy season preparations and set the basis for what may potentially be discussed internally and externally during this off-season. Review how the past year went, and don’t solely focus on prior proxy vote results. Instead, identify and look into any issues raised by investors or proxy advisors. Understand the changing landscape, including regulatory matters, hot topics for investors, and any proxy advisor policy changes.

2. Look at peer groups and benchmark.

Compensation professionals look at each other to better understand peer groups, and use that information to better understand how they compare and where gaps exist. For instance, you may look at a peer group and say, “Out of this group, we should be at the top in terms of performance, but we should also be at the top in terms of executive pay.” But without benchmarking, you will be measuring yourself in a vacuum. Take this time to put processes in place whereby you can quickly find data and use it in a format that makes sense for your company and peer group, as the need arises.

3. Keep your data sources ready for internal analysis.

Part of your job is to make recommendations to executives about what you think they should get paid, based on data, and why. With scrutiny from both executives as well as the board of directors, you’ve got to make sure you have the right data and analysis so you can make your recommendations with confidence. Combine analyses and run comparative reports so you can compare and contrast data side by side. This can help you add context, detect patterns and see how the web of data is interconnected.

4. Manage your process, teams, and partners.

Forming your proxy team, including engaging outside advisors that can help draft the proxy and/or CD&A, is an important step. These advisors can help manage the overall process in addition to providing input on the best disclosure practices to incorporate into your filings. Partnering with — and communicating openly with — the relevant board members can also be critical to success.

5. Engage with your shareholders.

If you haven’t already, now is the time to engage with your shareholders base on governance issues — even if your past meeting went smoothly. Creating an ongoing dialogue with shareholders is important, and helps assuage their reactions when any unforeseen bumps in the road pop up. If your company has faced high opposition in the past year, it’s even more important to focus on investor outreach. Consider whether proactive proxy advisory firm outreach is needed and, if so, schedule those meetings.

Aon’s compensation experts and unrivaled data tool CG Pro can help you stay on top of these issues. Contact us to learn more https://humancapital.aon.com/about-us/contact-us.

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