Most conversations around proxy voting focus on shareholder proposals and executive compensation. Meanwhile, the most significant votes tend to fly under the radar: director elections. Boards of directors play a vital role in representing shareholder interests by overseeing a company’s strategic direction, monitoring management and ensuring accountability for the creation of long-term value.

Director-election votes can be a powerful tool for weighing in on material governance issues. Increasingly, investors are doing just that. In the 2024 proxy season, directors who chaired their board’s nominating and governance committees received 5% more dissenting votes on average, reflecting investors’ willingness to hold specific directors accountable for board composition and broad governance concerns. READ MORE