Both companies’ approach to their annual proxy feature in recent deep-dive reports
What does it take to turn a proxy statement from a regulatory requirement into a document that investors want to read? For Prologis, the answer has been to listen closely to shareholders, then use that feedback to reshape the document around the issues they care about.
During the 2024–2025 proxy cycle, investors asked the company for a more streamlined compensation discussion and analysis (CD&A). Prologis responded by cutting the length of the section nearly in half while maintaining the level of disclosure and transparency investors valued. At the same time, shareholders wanted more insight into executive succession planning, prompting the company to expand those disclosures over several years.
The result was a 2025 proxy statement that included clear details on its planned CEO transition in 2026.
‘To ensure it remains user-friendly and responsive, we conduct regular outreach with investors and proxy advisors and incorporate their feedback into our disclosures,’ says Michael Hill, director, corporate counsel at Prologis.
The approach reflects a wider shift in how companies are thinking about their proxies. Rather than treating the document as a compliance exercise, Prologis views it as a strategic platform for shareholder engagement. Its leadership team continuously refines the process to reflect investor priorities while staying true to the company’s philosophy.
‘Their feedback ensures we address the issues investors care about most while staying true to our company’s philosophy,’ Hill adds.
That means the process does not end when the proxy is filed. Hill says the company regularly reviews its compensation programs and treats proxy season as an ongoing process, allowing it to capture developments and keep its message fresh.
For companies looking to build a proxy that earns confidence, the lesson is straightforward: start with what investors need to understand, then make it easy for them to find and absorb.
Making the proxy easier to read
At The Williams Companies, senior counsel and assistant corporate secretary Amanda Thrash takes the same investor-first approach but puts greater emphasis on how information is presented.
Specifically, she says they divide proxy content into three ‘buckets’: required disclosures, information sought by proxy advisors and investors and voluntary content that helps complete the company’s story.
The challenge, she says, is making that information ‘easy to read and digestible’, using ‘infographics, tables, charts or anything that makes it more concise and clearer’.
That approach is particularly important given how little time shareholders have to review proxy materials. Thrash says an executive summary can give investors a concise overview of governance and compensation policies in five to 10 pages, while also highlighting what has changed from the previous year.
One example is a board refreshment timeline, which presents five years of board composition data in a single visual. Rather than asking investors to work through multiple proxy statements, the timeline shows how the board has evolved and when directors were added.
Thrash also emphasizes that integrating branding into proxies requires cross-functional collaboration. ‘The proxy statement has typically lived in the legal department,’ she notes. ‘But as you start adding the corporate branding and design, you need to get more people involved that have that subject matter expertise.’ This involves leveraging the expertise of corporate communications, investor relations, communications and design.
These case studies are two of many featured in our recent Governance Playbooks: Prologis feature in one written in collaboration with DFIN, titled ‘From compliance to confidence: Proxies that win trust and votes’, available to read for free here; while The Williams Companies feature in another, written in partnership with the Nuvo Group, titled ‘Proxy design: Beyond compliance’, which is available to read here.
