What 2020 shareholder resolutions can we expect to see in our proxies this year? Two of the most frequent compilers and filers are ICCR and As You Sow. Plus I also tell you about my own below.
2020 Shareholder Resolutions: ICCR and Investor Alliance
As of a few weeks ago, ICCR (Interfaith Center on Corporate Responsibility) and Investor Alliance members filed 254 resolutions for 2020 corporate proxies, up from 250 this time last year. An additional nine are planned for the spring.Thirty-seven resolutions have been successfully withdrawn after reaching agreements. Resolutions related to human rights and worker rights were the most numerous, at 52. They exceeded resolutions directly addressing climate change, which was the second most active issue with 45 resolutions. Lobbying and political spending saw 43 resolutions, and inclusiveness, 42. See their slide deck.
ICCR has taken on several new topics this year. I am most excited about about the following:
- Call their bluff. The Business Roundtable (BRT) released a joint Statement on Purpose of the Corporation declaring the end of “shareholder primacy” and a new commitment to benefit all corporate stakeholders. I think it was primarily cover for advocating a reduction in shareholder rights through new SEC rules. BlackRock was targeted.
- Workers on the board. Resolutions at 6 companies asked for a report on opportunities for inclusion of non-management employees on their boards. I would love to see such reports also include a similar analysis of employee ownership and increasing the participation of employees in decision-making. This was discussed at #SHARE2020.
- Less new, but still tremendously important, asking Alphabet and Facebook to adopt recapitalization plans for all outstanding stock to reflect one vote per share. Additionally, asking JPMorgan how it will reduce the GHG emissions of its lending activities in alignment with the Paris Agreement’s 1.5oC goal. Somewhat similar proposal at 8 other banks.
ICCR’s Guide includes the text of each resolution, identifies sponsors and co-sponsors and provides some instruction on how to file. I will keep the Guide a click away and will try to vote for each one.
2020 Shareholder Resolutions: As You Sow
As You Sow posted its Current Resolutions but has not provided an overall summary, as far as I know. That will be coming on March 19 during the free webinar at 11 Pacific, 2 Eastern. Register now for the webinar. Proxy Preview is a unique collaboration between As You Sow, the Sustainable Investments Institute (Si2), and Proxy Impact.
The database and publication contain hundreds of shareholder resolutions — including on climate change, gender pay equity, corporate political spending, human rights, diversity, health and safety, sustainability governance issues, and more. Over 30 guest authors provide analysis and expert insight to help you navigate the issues and successfully vote your shares.
Issues for Companies: 2020
Also worth a quick look is advice John Wilcox of Morrow Sodali is offering to clients: Issues for Companies. His is a good one page summary of 10 issues of concern in 2020.
2020 Shareholder Resolutions: Our Own
My wife (Myra Young) and I (James McRitchie) have filed some proposals, with plans to file several more. The main new one this year is removal of directors (RD) without cause. What good would it do to hold a special meeting and not be able to remove and replace directors? Most companies have agreed to that change without taking it to shareholders for a vote. However, the measure will go to a vote at IBM.
Another new proposal is to study the pluses and minuses of proxy vote disclosure (PVD) on a much more frequent basis and in more readable format than is currently required by the SEC. We also filed one proposal asking Union Pacific to report how they are addressing greenhouse gas (GHG) emissions and would be happy to file similar proposals. The others were our usual fare: annual election of directors (AE), address share buybacks (BB), elect directors by majority vote (DMV), report on diversity of workforce (DW), proxy access (PA), political contribution disclosure (PD), simple majority vote (SMV) standard, allow special meetings (SPM), written consent (WC). Companies are listed in reverse order of when filed.
|EA||Electronic Arts Inc||WC|
|MBII||Marrone Bio Innov||SMV|
|PEGI||Pattern Energy Group Inc||SPM|
|ALRM||Alarm.com Holdings, Inc||AE|
|ATVI||Activision Blizzard Inc||PD|
|AAXN||Axon Enterprise, Inc.||AE|
|Z||Zillow Group Inc||DMV|
|STT||State Street Corp||RD||Board Implementing|
|JPM||JPMorgan Chase and Co||DW|
|KSU||Kansas City Southern||WC|
|UNP||Union Pacific||GHG Board Implementing|
|ASMB||Assembly Biosciences, Inc.||SPM|
|DFS||Discover Financial Services||WC|
|CMG||Chipotle Mex Grill||WC|
|TSCO||Tractor Supply Co||SPM||Board Implementing|
|MGM||MGM Resorts International||PD||Board Implementing|
|SPGI||S&P Global Inc||RD||Board Implementing|
|ISRG||Intuitive Surgical Inc||SPM||Board Implementing|
|BA||Boeing||BB||no-action – withdrew|
|NCR||NCR Corporation||SMV||Board Implementing|
|TROW||T. Rowe Price Group Inc||PVD||lost no action|
|JNJ||Johnson & Johnson||RD||Board Implementing|
|MCO||Moody’s Corp||SMV||Board Implementing|
|BERY||Berry Global Group, Inc.||WC||won 55%|
|CSPI||CSP Inc||DMV||Board Implementing|
|GWRE||Guidewire Software Inc||DMV||won 88%|