Proxy season is now compressed into roughly a ten-week window when most large-cap proxies print. The proxy statement itself runs over a hundred pages for most public companies. Institutional voters do not read all hundred pages. ISS and Glass Lewis analysts do not read all hundred pages. They read about seven things carefully and skim the rest.
If you are drafting the proxy, the value-add is in those seven things. Everything else is compliance. Get the seven right and the proxy lands. Get them wrong and you are explaining a withhold recommendation to your board.
1. The CD&A pay-for-performance narrative
The Compensation Discussion and Analysis is the section that determines whether say-on-pay clears comfortably or limps through. The narrative that institutional voters look for: explicit linkage between performance metrics and payout outcomes, clear disclosure of when the comp committee exercised discretion, and a defensible explanation when the realized pay diverges from the realizable pay or from peer-group comparators.
If the CD&A reads like a defensive document, voters notice. If it reads like the comp committee genuinely thought about pay-for-performance, voters notice that too.
2. Director skill matrices and refreshment
Board composition disclosure has moved from boilerplate to substantive over the past five proxy cycles. Institutional voters want to see a skill matrix that is not generic, tenure distribution that suggests refreshment, and explicit disclosure of director engagement metrics — meeting attendance, committee work, time commitments to other boards.
The diversity disclosure has become a substantive vote driver as well, with disclosure expectations that vary by jurisdiction but that have generally moved toward more granular reporting than the bare-minimum compliance language.
3. Auditor ratification and audit committee disclosure
Auditor ratification is a routine vote that becomes non-routine when the audit committee disclosure is weak or when the audit firm tenure has become long enough to invite questions. The disclosure that matters: lead audit partner rotation, tenure history, fee composition between audit and non-audit work, and the audit committee's explicit reasoning for the recommendation.
4. Shareholder proposals — and the company's response
The shareholder proposals section is read carefully because it is where the company tells institutional voters whether the management team is engaging substantively with the proposal proponents or just filing a statement-in-opposition.
The response language matters. A defensible no-action position, well-articulated, lands differently than a boilerplate opposition that ignores the substantive arguments the proponent made.
5. Executive perquisites and related-party transactions
The perquisites table and the related-party transactions disclosure are short sections that get read line by line. Anything unusual stands out — a personal-use aircraft policy with weak controls, a related-party transaction with insufficient independent review, a perquisite that looks like a holdover from a prior era.
If the disclosure here invites questions, the questions land in the ISS report. The fix is not better disclosure. The fix is changing the underlying practice.
6. The performance graph and TSR comparators
The five-year total shareholder return graph and the peer-group comparators look like compliance disclosure but are read carefully by performance-focused voters. The peer group selection is the substantive question. A peer group that is gerrymandered to flatter relative performance gets noticed. A peer group with explicit selection methodology and defensible composition gets credibility.
7. The risk oversight disclosure
The board's role in risk oversight has become a more substantive section over the past several proxy cycles, particularly in the wake of cybersecurity disclosure rule changes and the broader expansion of board-level oversight expectations. The disclosure that lands: specific risk categories, named board committees with oversight responsibility, and explicit disclosure of how the board engages with management on risk topics through the year.
What this implies for the drafting work
If you are drafting the proxy, prioritize accordingly. The first draft should focus on getting these seven sections right at the level of detail and specificity that institutional voters actually reward. The compliance sections — the legal disclosures, the procedural language, the standard tables — can be drafted from prior-year template with marked-up updates.
The advisory firms — ISS, Glass Lewis, and the smaller proxy advisory shops — publish methodologies that are public and that explicitly address what they look for in each of the seven areas. Read the current-year methodology updates before you draft. The methodologies change from year to year and the disclosure that worked last cycle may not work this cycle.
Engagement with major institutional holders ahead of the proxy print is a separate workstream that complements the drafting. The holders that have governance teams will tell you what they look for if you ask. The shareholder engagement disclosure in the proxy itself should reflect that the engagement happened — institutional voters want to see that the company is in active dialogue with its holders rather than treating the proxy as a one-way disclosure event.
The compressed timeline reality
The drafting window from definitive print backward through internal review, board approval, audit committee sign-off, and disclosure-counsel review is typically six to eight weeks. The seven sections above need to be substantially complete by week three of that window to allow for the iteration that the substantive sections require. The compliance sections can update through the back half of the timeline.
Most IR teams underweight the substantive sections and overweight the compliance sections in the early-stage drafting. The result is a proxy that gets compliance-perfect but does not move the institutional voter on the questions the institutional voter actually cares about. Reverse the priority. Get the seven right first.
The proxy is a disclosure document, but it is also a communication document. Institutional voters read it as both. The drafting that treats it as both — compliance-grounded but substantively focused on the questions that drive the vote — is the drafting that produces the outcomes the IR function exists to produce.
