Corporate Governance Panel Discusses Lessons from 2018 Proxy Season

At a Spotlight Session at Nareit’s REITworld: 2018 Annual Conference in San Francisco, experts in governance and legal issues gathered to discuss trends in REIT corporate governance. Moderator Victoria Rostow, senior vice president of policy and regulatory affairs at Nareit, led a discussion centered around how companies manage their annual proxy seasons. 

Session panelists were Deborah Briones, senior vice president and associate general counsel at Prologis, Inc. (NYSE: PLD); Daniel Adams, partner and co-chair of capital markets at Goodwin LLP; and Daniel LeBey, partner at Vinson & Elkins.

LeBey said that one key point that jumped out at him from the 2018 proxy season was that ISS recommended an increased number of negative votes, against management, than in prior years. He added that total shareholder return continued to be the dominant metric in terms of performance.

When asked if Prologis has a strategy for engaging with ISS, Briones said the company is proactive in meeting with proxy advisors during the off-season as part of their outreach roadshow. “It’s always a good idea to get in front of them, refresh them on what’s happening with your programs, and make sure they understand your programs heading into the next season,” she said.

“You need to get to [your proxy advisors] at a quiet time if you’re talking about ISS,” Adams agreed. If advisors are consistently having difficulty understanding a company, Adams said there is a “real benefit” in this type of proactive approach.

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