What Information Are Companies Putting in Their Proxy Summaries?

by EZOnlineDocuments, October 2017

Companies in this review:
Apple Inc.
Microsoft Corporation
Johnson & Johnson
JPMorgan Chase & Co.
Alphabet Inc. (Google)
Wells Fargo & Company
Bank of America Corporation
General Electric Company
AT&T Inc.
The Procter & Gamble Company
Pfizer Inc.
Comcast Corporation
Citigroup Inc.
Philip Morris International Inc.
The Home Depot, Inc.
UnitedHealth Group Incorporated
Visa Inc.
Verizon Communications Inc.
Merck & Co., Inc.
The Coca-Cola Company
Companies in this review:
Apple Inc.
Microsoft Corporation
Johnson & Johnson
JPMorgan Chase & Co.
Alphabet Inc. (Google)
Wells Fargo & Company
Bank of America Corporation
General Electric Company
AT&T Inc.
The Procter & Gamble Company
Pfizer Inc.
Comcast Corporation
Citigroup Inc.
Philip Morris International Inc.
The Home Depot, Inc.
UnitedHealth Group Incorporated
Visa Inc.
Verizon Communications Inc.
Merck & Co., Inc.
The Coca-Cola Company

The use of a proxy summary section in Proxy Statements has grown dramatically over the last few years. As a market indicator, EZOnlineDocuments annually reviews the S&P 500 companies to study the trends in online Proxy Statements and Annual Reports. Over the last few years, we've seen a leap in the use of a proxy summary, from 49% in 2015 to 67% in 2017.

If you currently have a proxy summary or are considering adding one to your Proxy Statement, what content should you consider including in it? To help answer that question, EZOnlineDocuments has completed a review of the top twenty listed S&P 500 companies that have a proxy summary to see what content their summaries contain. 

What goes into a proxy summary?

Proxy summaries are an exceptionally useful way to present key information that you want to stand out from your lengthy and complex Proxy Statement. The average number of pages in our sample of proxy summaries is five, while the largest is eleven.

Here is a breakdown of what sections are included in this sample of proxy summaries:

95% include Voting Matters
Most of the proxy summaries have a section that lists the voting maters and the company’s recommendation for the vote.
85% include Director Nominees
A list of director nominees is also a key section of most proxy summaries. The lists usually include traits such as age, director since, diversity, independence, primary occupation, committees, and involvement in other boards.
75% include Compensation Highlights
Most proxy summaries in our sample have a section—often lengthy—covering executive compensation. Other sections, such as a discussion on the link between pay and performance, compensation program enhancements, and key features of the executive compensation program, are also often included.
70% include Governance Highlights
Most proxy summaries in our sample highlight their corporate governance practices.
55% include Performance Review
Just over half of the proxy summaries in our sample showcase their performance in sections such as Operational Performance, Business Performance, Financial Review, or other similar sections.
50% include Board Composition
Half of the proxy summaries in our sample showcase the composition of the board on various measures such as diversity, tenure, age, experience, and many other traits and skills. This section often includes charts and diagrams for impact (see our slideshow below).
50% include Meeting Dates and Notice or How to Vote
Half of the sample Proxy Statements put the meeting date and notice or a how to cast a vote section in the summary instead of on its own page.
20% include Return to Shareholders
Some proxy summaries include a section showcasing their return to shareholders.
20% include Company Values/Overview
Some proxy summaries include a company overview or list of values, using the summary as an opportunity to discuss overall company objectives.

Visually showcasing proxy summary data

The best proxy summaries in our sample group utilize charts and diagrams to help investors easily digest information. Review this slideshow to see some of the best visual presentations in these proxy summaries:

Interactive documents showcase proxy summaries better

Of the twenty companies in this review, 25% presented the online version of their Proxy Statement in an Interactive format instead of PDF. The Interactive format is a key method of upgrading the experience for online investors, who choose Interactive over PDF 96% of the time.

Maximizing shareholder value in your Proxy Statement

Adding or enhancing a proxy summary is a high-value way to improve shareholder communications. After you’ve added the proxy summary sections that best fit your company, converting the PDF into an Interactive format is a last step in making your online proxy summary the most easily understood and visually appealing version for investors.

Board nominee information enhancements

Our next article will discuss visually enhancing your board nominee information, which is another key upgrade we have seen appearing in Proxy Statements over the last few years.


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