and social policy issues. Tis guidance significantly narrowed the ability to rely on these arguments and such limitations were on full display in the 2022 proxy season as a record number of ESG shareholder proposals were the subject of a shareholder vote. While this guidance was in place last year, we expect it to play


an even more prominent role in the 2023 proxy season and lead to an increase in the number of shareholder proposals put to a vote. Investor relations teams should understand what shareholder proposals will be included in their company’s proxy statement and work with management and the board of directors to develop a response and an appropriately tailored solicitation strategy.


INCREASED SHAREHOLDER ACTIVISM


Te COVID-19 pandemic lull in activism seems to be in the rearview mirror. As reflected in Lazard’s 2022 Review of Shareholder Activ- ism (covering companies with market capitalizations of greater than $500 million at the time of campaign announcement), there were 235 activist campaigns launched in 2022, a 36% increase over 2021. 2022 was the busiest year for shareholder activism in four years. Activists won 108 board seats in 2022, representing a 21% increase over 2021. We expect that key drivers of activism for 2023 annual meet-


ings will be challenging macroeconomic conditions—inflation, rising interest rates, continuing supply chain issues; continuing global uncertainty stemming from Ukraine; an unsettled Chinese economy; and unrest in other areas. Activists will likely push for companies to better adapt to these


circumstances. We also anticipate activists will continue to employ a merger-and-acquisition thesis at many companies. Of course, we have seen broad equity market declines across


the globe during most of 2022; lower stock prices lead to more activist opportunities. Lastly, the universal proxy rules should be appealing to activists seeking to drive board turnover.


Each public company should be developing a strategy for best communicating management and board perspectives on the effectiveness of their executive compensation program.


OFFICER EXCULPATION CHARTER AMENDMENTS


A majority of public companies in the United States are incorpo- rated in Delaware. In August 2022, the Delaware General Corpo- ration Laws were amended to permit a corporation’s certificate


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