Director Elections Typically Undisputed.

• Position: Director Data

The elections of directors continue to be largely uncontested, but dissident stockholders were able to make an impact where there were multiple candidates. Key findings include: Outsider CEOs gained steam

* One of the Silicon Valley (SV) 150 companies and two of the S&P 100 companies had a contested election at its annual meeting in the 2018 proxy season (compared to one each in 2017 and none in S&P 100 in 2017).

* There were 142 uncontested elections of directors in the SV 150 (and 97 in the S&P 100). Since they were uncontested, election of the board-nominated candidates was generally not in doubt, subject only to any applicable majority voting policy.

Source: Fenwick & West 2018 proxy survey

Directors Not Prioritizing ESG

Few directors emphasize environmental, social and governance (ESG) issues as a significant board priority. Only 28% report that it is important or very important to improve board oversight in this area. However, a majority would like their boards to take action next year. More than half want their boards to improve their understanding of current ESG-performance levels and 50% would like their boards to link ESG to corporate strategy.

WHAT STEPS WOULD YOU LIKE YOUR BOARD TO TAKE TO ENHANCE ITS OVERSIGHT OF ESG-RELATED ISSUES? Improve understanding of the company's current levels of ESG-related performance 53.6% Ensure ESG efforts are strongly linked to the company's strategy 49.8% Improve the company's reporting about environmental and social efforts to investors and stakeholders 36.6% Ask management to develop better metrics for reporting ESG performance to the board 36.2% Participate in educational activities to learn more...