Ed. Note: Hi, this is Liz, CCRcorp Managing Editor. I am pinch-hitting for Lawrence today, who is under the weather. He hopes to return tomorrow!
Because ESG practitioners hail from a variety of backgrounds, it’s worth noting for those who are still getting acclimated to the space that a huge driver of Environmental, Social & Governance attention has been shareholders submitting proposals to be included in company proxy statements as part of the annual director election process. “Environmental” shareholder proposals are things like encouraging a company to adopt & disclose a plan to curb carbon emissions and “social” proposals include things like conducting a racial equity audit.
The number and type of shareholder proposals have proliferated in recent years – especially after the SEC gave proponents a boost with a new interpretation last fall. We’ve been blogging on TheCorporateCounsel.net about how that interpretation contributed to a record number of E&S proposals over the past 6 months or so (here’s one write-up from mid-season that warns this surge may lead to lower director support). A couple of weeks ago, the SEC proposed rule amendments that – if adopted – would refine the rules governing shareholder proposals. This will be an area of continued importance for anyone who touches ESG or advises boards. Here’s something that our colleague Emily recently blogged about the trends:
Responsible Investors’ takeaways of the 2022 proxy season highlight the record-breaking number of environmental and social shareholder proposals put to a vote this year. John had previously blogged about the advent of SLB 14L and how it might open the floodgates on all of these proposals. And indeed this season, we saw more prescriptive shareholder proposals submitted & put to a vote.
We also saw more conservative and anti-ESG shareholder proposals getting filed this year. The proposals may continue to focus on divisive issues moving forward, especially those involving reproductive health and social issues. The article notes that Legal & General IM supported these reproductive healthcare proposals, but “when it came to writing a rationale for the decision, they tried to ‘de-politicise it as much as possible.’”
You can see LGIM’s voting disclosures & rationales here. The following excerpt outlines their rationale for voting for the shareholder proposal asking for a report on the impacts of restrictive reproductive healthcare legislation at Walmart this year:
“Shareholder proposal – Employee Welfare/Health – a vote in favour is applied as this issue may pose a real health risk to employees and it is important that the company considers the impact a change in law would pose for its employees and consider what steps they can take to help their employees.”
Per Responsible Investor, LGIM’s Hoeppner also observed that large asset managers are trending towards developing escalation pathways for director votes. But without a uniform voting policy, the results might shake out differently – discontent on a company’s climate approach may result in a vote against the chair by one investor and a vote against a different director by another investor.
You’ll need to set up a game plan early on to tackle these environmental & social proposals going forward, especially since universal proxy rules are coming into play this fall. Join us at our “Proxy Disclosure Conference,” our agenda includes a session on “Social Proposals: What’s Next” – with Fenwick’s Julia Forbess, Olshan’s Elizabeth Gonzalez-Sussman, and Georgeson’s Hannah Orowitz, and a session on “Environmental Proposals: Beyond Climate” – with Orrick’s J.T. Ho, Ropes & Gray’s Michael Littenberg, Green Century’s Annie Sanders and PJT Camberview’s Sheena VanLeuven. You can sign up online, email firstname.lastname@example.org, or call 1-800-737-1271.