Climate, Political Spending, Gender Issues Top List of Proxy Resolutions
Some 429 shareholder resolutions have been filed as of mid-February, dealing with a wide range of issues, according to a new report.
March 08, 2018 at 05:27 PM
3 minute read
Courtesy of Sustainable Investments Institute
Climate change, political spending and gender equality top the list of hot issues that shareholders want aired at annual company meetings this proxy season.
As of mid-February proponents filed 429 shareholder resolutions, according to Proxy Preview 2018, a joint report released Thursday by As You Sow, the Sustainable Investments Institute and Proxy Impact.
Michael Passoff, CEO of Proxy Impact and co-author of the report, said climate change and political spending by corporations are the two dominant issues this year, making up about 40 percent of all resolutions.
“The other big picture story this year is about women,” Passoff said. “A resolution may not say 'women' in the title, but there are many different ones touching on the treatment of women, such as the gender pay gap, human trafficking and board diversity.”
The 106-page report is one of the most comprehensive collections of data available on all proxy resolutions. Besides the sheer mass of data and charts, it includes about 30 essays by experts that provide additional insights.
Last year was a historic year for climate change resolutions, Passoff noted, citing two major ones that sought disclosure and that won rare majority votes at Occidental Petroleum Corp. and Exxon Mobil Corp.
“For the first time mega-investment funds like BlackRock [Inc.] voted for a climate resolution,” Passoff said. “It sent a shock wave through the industry.”
Climate resolutions generally ask corporations to adopt goals from the 2016 Paris Climate Agreement, which the Trump administration has refused to accept, although 175 other countries have ratified it.
Other resolutions deal with issues such as cybersecurity, sustainability, opioid accountability and international human rights.
The global human rights discussion in the report covers several pages and countries. It includes a discussion of supply chain standards and ethical recruitment, slavery in supply chains, human trafficking and rights of indigenous people.
The report also names companies facing such resolutions, including supply chain proposals at Amazon.com Inc., Costco Wholesale Corp. and McDonald's; human rights risk proposals at Apple Inc. and Tesla Motors; human trafficking resolutions at JetBlue Airways and Monster Beverage Corp.; and proposals around indigenous people at Bank of America Corp., Citigroup Inc., Goldman Sachs and Wells Fargo.
Behind the scenes of the proxy votes, Passoff said two major questions loom over this season. The first is whether the huge investment funds will continue to take a stand and have an effect on climate change proposals this year.
The second is the impact of a staff legal bulletin from the U.S. Securities and Exchange Commission last November. It encouraged company boards to weigh in on whether a resolution should be excluded from a proxy vote.
As a result, companies have sought exclusion of 2018 proposals so often that the number of challenges before the SEC was already at a three-year high by Feb. 16, and still rising.
The SEC bulletin “has the potential to upset long-standing interpretations of the shareholder proposal rule and exclusions based on the 'ordinary business' and 'significantly related' portions of the rule,” the report stated.
As Passoff said, shareholders and others must wait to know the answers to the questions in June, at the end of proxy season.
This content has been archived. It is available through our partners, LexisNexis® and Bloomberg Law.
To view this content, please continue to their sites.
Not a Lexis Subscriber?
Subscribe Now
Not a Bloomberg Law Subscriber?
Subscribe Now
NOT FOR REPRINT
© 2024 ALM Global, LLC, All Rights Reserved. Request academic re-use from www.copyright.com. All other uses, submit a request to [email protected]. For more information visit Asset & Logo Licensing.
You Might Like
View All'The Unheard of Superpower': How Women's Soft Skills Can Drive Success in Negotiations
Tales From the Trenches: What Outside Counsel Do That GCs Find Inexcusable
Venus Williams Tells WIPL Crowd: 'Living Your Dreams Should Be Easy'
The 2024 WIPL Awards: Law Firm Mentor and Mentee Collaboration
Trending Stories
Who Got The Work
Michael G. Bongiorno, Andrew Scott Dulberg and Elizabeth E. Driscoll from Wilmer Cutler Pickering Hale and Dorr have stepped in to represent Symbotic Inc., an A.I.-enabled technology platform that focuses on increasing supply chain efficiency, and other defendants in a pending shareholder derivative lawsuit. The case, filed Oct. 2 in Massachusetts District Court by the Brown Law Firm on behalf of Stephen Austen, accuses certain officers and directors of misleading investors in regard to Symbotic's potential for margin growth by failing to disclose that the company was not equipped to timely deploy its systems or manage expenses through project delays. The case, assigned to U.S. District Judge Nathaniel M. Gorton, is 1:24-cv-12522, Austen v. Cohen et al.
Who Got The Work
Edmund Polubinski and Marie Killmond of Davis Polk & Wardwell have entered appearances for data platform software development company MongoDB and other defendants in a pending shareholder derivative lawsuit. The action, filed Oct. 7 in New York Southern District Court by the Brown Law Firm, accuses the company's directors and/or officers of falsely expressing confidence in the company’s restructuring of its sales incentive plan and downplaying the severity of decreases in its upfront commitments. The case is 1:24-cv-07594, Roy v. Ittycheria et al.
Who Got The Work
Amy O. Bruchs and Kurt F. Ellison of Michael Best & Friedrich have entered appearances for Epic Systems Corp. in a pending employment discrimination lawsuit. The suit was filed Sept. 7 in Wisconsin Western District Court by Levine Eisberner LLC and Siri & Glimstad on behalf of a project manager who claims that he was wrongfully terminated after applying for a religious exemption to the defendant's COVID-19 vaccine mandate. The case, assigned to U.S. Magistrate Judge Anita Marie Boor, is 3:24-cv-00630, Secker, Nathan v. Epic Systems Corporation.
Who Got The Work
David X. Sullivan, Thomas J. Finn and Gregory A. Hall from McCarter & English have entered appearances for Sunrun Installation Services in a pending civil rights lawsuit. The complaint was filed Sept. 4 in Connecticut District Court by attorney Robert M. Berke on behalf of former employee George Edward Steins, who was arrested and charged with employing an unregistered home improvement salesperson. The complaint alleges that had Sunrun informed the Connecticut Department of Consumer Protection that the plaintiff's employment had ended in 2017 and that he no longer held Sunrun's home improvement contractor license, he would not have been hit with charges, which were dismissed in May 2024. The case, assigned to U.S. District Judge Jeffrey A. Meyer, is 3:24-cv-01423, Steins v. Sunrun, Inc. et al.
Who Got The Work
Greenberg Traurig shareholder Joshua L. Raskin has entered an appearance for boohoo.com UK Ltd. in a pending patent infringement lawsuit. The suit, filed Sept. 3 in Texas Eastern District Court by Rozier Hardt McDonough on behalf of Alto Dynamics, asserts five patents related to an online shopping platform. The case, assigned to U.S. District Judge Rodney Gilstrap, is 2:24-cv-00719, Alto Dynamics, LLC v. boohoo.com UK Limited.
Featured Firms
Law Offices of Gary Martin Hays & Associates, P.C.
(470) 294-1674
Law Offices of Mark E. Salomone
(857) 444-6468
Smith & Hassler
(713) 739-1250