Each proxy season, investors make their voices heard on the issues most important to them. They do this by using their position as shareholders of publicly traded companies to put forward and vote on resolutions that steer companies toward (typically nonbinding) actions and policies that align with their values. The number of these filings has risen 43% between 2016 and 2018, according to lawyers at Dinsmore & Shohl.
Submitted at annual shareholder meetings, these votes are called proxies because investors unable to attend may require third parties to vote on their behalf. To be eligible to vote, investors must have held at least $2,000 in a company for one year, though some critics have argued for a steeper threshold.
This year, shareholders have put forward at least 386 resolutions on environmental, social, and governance (ESG) sustainability issues, according to the Proxy Preview 2019 report from As You Sow, Proxy Impact, and the Sustainable Investments Institute. Here’s a look at some of the key issues they’re targeting.
Greenhouse gas emissions. Shareholders have been asking companies to reduce their greenhouse gas emissions for decades. This year, many such resolutions ask companies to create a plan to align their emissions with the standards set forth in the 2015 Paris Agreement. It’s a strategy that’s taking hold—more than 60% of Fortune 500 companies have already agreed to do so, according to the Interfaith Center on Corporate Responsibility’s 2019 Proxy Resolutions and Voting Guide.
Renewable and efficient energy. Nine resolutions ask companies to release information about their energy efficiency and renewable energy goals this proxy season. The proxies target companies in the food, manufacturing, and retail industries. Investors have withdrawn four of those proxies so far this year after the companies involved agreed to some of their terms.
New this year: waste. As You Sow unveiled a new proposal this year aimed at reducing “nurdles,” small, preproduction plastic pellets used by manufacturers and oil companies. The organization has withdrawn the resolution from ExxonMobil and Chevron Phillips Chemical, which agreed in April to begin public reporting on nurdle spills and management.
Election spending. As election season heats up, investors have dozens of proxies asking for oversight and disclosure of companies’ contributions to political campaigns or efforts to sway the public with respect to elections, according to the Proxy Preview. The Center for Political Accountability told the Financial Times in March that it had reached disclosure agreements with five large companies, including Ameriprise Financial, Chubb, and Mondelēz International, and would be withdrawing the proposals.
obbying. Investors continue to call for more transparency as to how companies spend money to lobby for themselves or give money to trade organizations to lobby on their behalf. While there has been some movement on the issue, most companies still hesitate to publicly share information about their lobbying activities. Investors claim that without transparency around which lobbying groups they fund, companies may be giving money to groups with stances that don’t align with values the company has conveyed. A recent statement from Walden Asset Management illustrates this conflict with the example of General Motors, which “declares its commitment to reduce greenhouse gas emission, [though] its trade association, the Alliance of Automobile Manufacturers, has lobbied to weaken fuel standards.”
New this year: inequitable employment practices. Pension funds representing New York City teachers and police officers filed proxies at seven companies requesting that they stop requiring workers to sign mandatory arbitration and nondisclosure agreements as well as noncompete clauses. “When big corporations force their workers to sign away basic rights, investors have to fight back,” New York comptroller Scott Stringer said in a January statement announcing the resolutions.
Board diversity. Nearly 30 proposals emphasized transparency on issues surrounding board diversity, with almost all of them targeting new companies. More than half of investors surveyed by the EY Center for Board Matters said that they believe board diversity should be a top board focus in 2019—an increase from just a third in 2016.
ESG pay links. After a jump last year, at least 20 resolutions seek to tie executive compensation to ESG measurements. Nine of the proposals connect wages and drug price increases, while others address issues such as executive diversity, cybersecurity, and banking ethics, according to the Proxy Preview.
New this year: executive diversity. In addition to focusing on board diversity, investors want to see more diversity on companies’ executive teams. Trillium Asset Management has filed multiple resolutions asking companies to share data on the diversity of their current executive leadership as well as their plans to balance discrepancies in race, ethnicity, and gender.
Socially conscious shareholders have been using proxies to advocate for change for more than 40 years, but in recent years companies have shown a new willingness to engage with investors. As You Sow CEO Andrew Behar wrote in an introductory letter to the Proxy Preview that “resolutions are not intrinsically adversarial, although many companies view them that way, yet more and more companies are working cooperatively with proponents and seeing the benefits that can bring.”