IBM 2024

IBM 2024 Climate Lobbying

IBM 2024 Climate Lobbying. James McRitchie’s proposal for a Climate Lobbying report is one of several items to be voted on before or during the IBM annual meeting on April 30, 2024, at 10:00 a.m. Pacific. Attend the annual meeting online. I suggest you vote in advance. However, you can also vote during the meeting with your control number IF voting isn’t cut off right after all proposals have been presented.

Vote Against Brown, Buberl, Farr, Krishna, Liveris, Miebach, Pollack, Waddell, Zollar, Rubash, Pay, and #5 China; FOR #4, #6, #7, #8 on Lobbying, Written Consent, Climate Lobbying, and CO2 Targets. Note: If you vote online and leave blanks, those blanks will be filled in, not as abstentions, but as if you had voted as the Board recommends. That’s not exactly democratic corporate governance.

International Business Machines Corporation and its subsidiaries provide integrated solutions and services worldwide. The Company operates through Software, Consulting, Infrastructure, and Financing segments. I voted with 30% of the Board’s recommendations. You can view the Proxy Statement via the SEC’s EDGAR system (look for DEF 14A) or on LEXexamples or CapEdge, which offer many free tools.

The Shareholder CommonsRead Warnings. Good corporate governance generally results in better profits and a better society. However, I don’t prioritize profits over our natural environment and human needs, especially when companies externalize costs. (see The Shareholder Commons) I take a systems approach.

ISS Rating

International Business Machines Corporation’s ISS Governance QualityScore as of April 1, 2024, is 6. The pillar scores are Audit: 6; Board: 7; Shareholder Rights: 4; Compensation: 5. Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.

IBM 2024: How CorpGov.net Voted

ItemEgan-Jones RecommendationCorpGov.net Votes
1A-1M – Election of DirectorsFOR, EXCEPT
David N. Farr
AGAINST: Brown, Buberl, Farr, Krishna, Liveris, Miebach, Pollack, Waddell, Zollar
2 – Ratification of the Appointment of Independent AuditorsAGAINSTFOR
3 – Advisory Vote to Approve Executive CompensationFORAGAINST
4 – Shareholder Proposal Requesting a Public Report on Lobbying ActivitiesAGAINSTFOR
5 – Shareholder Proposal Requesting a Report on Congruency in China Business Operations and ESGFORAGAINST
6 – Shareholder Proposal Requesting a Right to Act by Written ConsentFORFOR
7 – Shareholder Proposal Requesting a Public Report on Climate LobbyingAGAINSTFOR
8 – Shareholder Proposal Requesting the Adoption of Greenhouse Gas Emissions TargetsFORFOR

IBM 2024: Considerations and Recommendations

I was helped with my voting advice from Egan-Jones and my proxy voting policy through iconikapp. Some funds announced their votes in advance.

Egan-Jones

Free Proxy Advisor From As You Sow & IconikappYou can automate all your proxies to be voted according to human values by signing up for the iconik/AYS app. In about two minutes, you’ll vote all your proxies according to values that balance environment, social, governance, and profitability. More information is available at Free Proxy Advisor From As You Sow & Iconikapp. I have a more customized version, so your results with the iconikapp.com may differ. Iconikapp

IBM 2024: Directors

I voted Against Brown, Buberl, Farr, Krishna, Liveris, Miebach, Pollack, Waddell, and Zollar. Farr has served for 12 years, so should be considered less than fully independent. Krishna is the CEO and Chair. Since separate people should hold those positions, I voted against him in protest. I voted against Pay, so I voted against compensation committee members. I also voted against the nominating committee since women comprise less than 25% of the Board.

IBM 2024: Items #2 Auditor and #3 Pay

Vote FOR the Auditor. Egan-Jones considers them essentially captured after ten years. PricewaterhouseCoopers LLP has been the auditor for 66 years. That’s enough. It is time for a change.

As stated above, vote AGAINST Pay. I generally vote against Pay that is more than 200 times what the median employee is paid. At IBM, that ratio is 312:1. Total compensation was $20,398,426 for the CEO and $65,463 for the median employee.

IBM 2024: #4 Report on Lobbying Activities

This proposal was filed by John Chevedden, with whom I frequently collaborate. Per Calvert, A vote FOR this proposal is warranted, as additional disclosure of the Company’s direct and indirect lobbying-related expenditures would help shareholders better assess the risks and benefits associated with the Company’s participation in the public policy process. I agree.

IBM 2024: #5 Report on Congruency in China Business Operations and ESG

“A vote AGAINST this proposal is warranted. The Company appears to provide shareholders with sufficient disclosure to assess its management of risks related to its operations in China. It has policies that address human rights concerns raised by the proponent.” That’s Calvert’s rationale.

I am voting against almost all National Center for Public Policy Research proposals. The NCPPR believes these proposals can be costly distractions for companies, consuming valuable board time, driving up legal fees, and drawing unwanted media attention. (The Corporate Contract and the Private Ordering of Shareholder Proposals)

The NCPPR has also taken legal action against the SEC, challenging the agency’s authority over shareholder proposals. In April 2023, the NCPPR filed a lawsuit against the SEC, alleging that the SEC’s role in forcing companies to include shareholder proposals on their proxy statements violates the First Amendment’s prohibition on government-compelled speech. (Right-wing think tank challenges SEC authority over shareholder proposals.) I’m afraid I have to disagree with them.

IBM 2024: Item #6 Right to Act by Written Consent

This proposal was filed by Ken Steiner, with whom I frequently collaborate. As noted by Calvert, a vote FOR this proposal is warranted, given that the reduction in the threshold required to exercise written consent would enhance shareholder rights.

IBM 2024: Item #7 Report on Climate Lobbying

This crucial proposal, filed by James McRitchie, urges IBM to evaluate the alignment of its lobbying and policy influence activities with our target of net zero emissions by 2030. It also requests a report on the Company’s plans to mitigate identified misalignments.

In 2017, IBM announced its support for the Paris Climate Agreement. It has since committed to conducting its engagement activities in accordance with the Agreement’s goals.

Like other investors, I appreciate our Company’s significant commitments to address climate change. However, shareholders and other stakeholders should be more fully informed of actual efforts. While IBM states that it has analyzed the alignment of its lobbying and policy influence activities with the Company’s business strategy and climate goals, it has not disclosed this analysis. Transparency is critical to our collective success.

As investors, we are concerned. IBM’s position statements have been unclear, which could risk its credibility as a sustainability solutions provider. We also note that IBM is a member of industry associations, such as the US Chamber of Commerce, that have opposed legislation to address the climate crisis. These concerns highlight the need for clear communication and alignment with IBM’s environmental goals. What parts of the Camber’s agenda does IBM oppose or support? Has it made its position clear to the Chamber and its members?

IBM’s statement that it is already assessing the congruence between lobbying by third-party organizations and the Company’s positions suggests that preparing the report requested in this proposal would require little, if any, additional effort.

Such a report would provide shareholders with meaningful information and potentially enhance IBM’s market value. That’s a prospect we all favor.

We ask that investors vote in favor of Proposal 7, Report Climate Lobbying Alignment.

IBM 2024: Item #8 Adoption of Greenhouse Gas Emissions Targets

Green Century, with whom I collaborate through the ICCR, filed this proposal. As noted by Calvert, this proposal is warranted, as shareholders would benefit from the Company’s adoption of science-based targets, including scope 3 emissions.

IBM 2025: Mark Your Calendar

Stockholder proposals may be submitted for IBM’s 2025 proxy materials after the 2024 Annual Meeting and must be received at our corporate headquarters no later than November 11, 2024. Proposals should be sent via registered, certified or express mail to: Office of the Secretary, International Business Machines Corporation, 1 New Orchard Road, Mail Drop 301, Armonk, NY 10504.

   

IBM 2024: Related Posts

IBM 2020: Removal Only “For Cause”

Caterpillar 2023 Lobbying Disclosure

Lobbying Disclosure Sought by Investors

, , , , , , , , , , , , , , , , , , , , , , , , , , , , ,

2 Responses to IBM 2024 Climate Lobbying

  1. Tim Smith 04/23/2024 at 7:07 pm #

    Thorough and helpful resource by James McRitchie for individual and institutional investors

Leave a Reply

Powered by WordPress. Designed by WooThemes