Canadian Proxy Season Review 2022

Morrow Sodali's Canadian Proxy Season Review contains in-depth analysis of the 2022 Canadian proxy season, along with insights and assessments of trending corporate governance matters, including shareholder activism, executive compensation and Say-on-Pay, and ESG (Environmental, Social & Governance) related shareholder proposals.

Key report findings include:

Shareholder Activism

• Canada continues to see a decline in the number of public shareholder activist campaigns, which fell from 19 in FY21 to 8 in FY22, as activists become more focused on their objectives and more prudent in selecting targets post-Covid;
• With sharper focus, activist win rates have increased dramatically since FY20, and activists have achieved some or all objectives in 87.5% of tracked cases for FY22; and
• Activist campaigns related to environmental and social issues are becoming more prevalent in Canada, mirroring the U.S. experience, with three such cases occurring during FY22.

Say-on-Pay

• Say-on-Pay votes for TSX-listed companies continue to increase slowly with 227 active votes in FY22 compared to 217 in FY21, with median support down slightly at 95.0% in FY22 compared to 95.4% in FY21; and
• FY22 year-to-date has seen four companies that have failed Say-on-Pay, compared to six in FY21, which saw the highest number of failed Say-on-Pay votes in the last five years.

Shareholder Proposals

• Investors are increasingly using shareholder proposals as a tool to voice their positions on ESG topics at Canadian public companies, with focus on E&S issues now surpassing those concerning G;
• Despite the number of ESG shareholder proposals received at public companies in Canada, shareholder approval rate of those proposals remains low, with only 4 ESG-related shareholder proposals out of the 113 that were voted on between January 1, 2021 and August 31, 2022 (a success rate of 3.5%), receiving requisite shareholder support; and
• Institutional shareholders have increasingly been adopting their own voting guidelines when dealing with ESG issues and proposals, contributing to the increase in shareholder proposals, and requiring issuers to pay added attention and additional thought when responding to said shareholders.

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