Springtime in North America – A Time Featuring Corporate-Investor Engagement and Proxy Voting on Critical Issues

April 20 2021   Spring is in the air!  Proxy Season 2021 getting underway.  So how did we get here?  Some history and springtime news. 

by Hank Boerner – Chair & chief Strategist – G&A Institute

Springtime comes to the USA and and the Northern Hemisphere countries with pretty flowers in bloom, trees budding, the onset of warmer weather.  And…

Asset owners and their managers participating willingly or reluctantly in the peak months of corporate proxy voting season in North America.

Typically, the corporate issuer develops the resolution(s) for voting by the shareholder base – for example, election of slate of nominees for the board and approval of the outside auditing firm.

And then… there are the resolutions prepared by the shareholders, and these are usually not to board and executives’ liking.

Thought you might be interested in some of the history of shareholder activism.  In the earlier days of shareholder activism certain “gadflies” would offer up their resolutions for inclusion in the voting (typically then, by individual investors).

Brothers John and Lewis Gilbert and a few others of similar thinking would gin up their resolution drafts and then face the challenge by the target company could be expected.

Some still around remember the ever-present at annual meeting Evelyn Davis, a Dutch Holocaust survivor with strong feelings and lots to say about how companies she invested in were being managed .

The Gilbert siblings operated “big time” in proxy season; they owned shares in 1,500 companies and attended at least 150 corporate annual meetings each year. T

They were often characterized as showmen (kicking up a storm at companies like Chock Full o’ Nuts and Mattel and other companies’ meetings.) Right after WW II John Gilbert got the SEC on the shareholders’ side; the regulatory agency started to require that companies include relevant shareholder resolutions in the annual proxy statement (of course certain conditions applied then and now).

Over time, this process became more sophisticated as many institutional owners put corporate equities in portfolios and steadily a certain number became activist investors. (

It really helped that the US Department of Labor leveraging ERISA statutes and rules  reminded US institutional investors that their proxy was an asset and voting was a clear responsibility of the fiduciary-owner.

In 1988, Assistant Secretary of Labor Olena Berg reminded pension fund managers of the “Avon Letter” that posited that corporate proxies are a pension plan asset and should be taken seriously and voted on.

One of today’s proxy voting / corporate governance experts with wide recognition and respect is California-based James McRitchie (principal of Corpgov.net).

In a communication to the US SEC in November 2018, he explained that he and other investors engage companies on ESG issues “to enhance their long-term value and to ensure corporate values do not conflict with the long-term interests of a democratic society.”

He suggested: “Corporations should welcome shareholders into the capitalist system as participants in major decision.”

In proxy season 2021, the “crisis stories” of 2020 and earlier years continue as public dialogue at least in the form of shareholder requests / demands / expectations of the companies that are in the portfolio on important societal issues.

Climate change action, racial justice/injustice, diversity & inclusion, inequality – these are high on the list for this year’s voting.

We have selected three Top Stories for you on the themes of 2021 voting. The not-for-profit Ceres organization, long active in ESG proxy voting issues, highlights the focus on science-based emissions reduction plans, and corporate policies aligned with the goals of the 2015 Paris Agreement. There are 136 climate-related shareholder-sponsored resolutions submitted to public companies as of April 2nd for 2021 voting.

The good news is that a number of these have been resolved in investor-corporate dialogues at Domino’s Pizza, Citigroup, JPMorgan Chase, and other firms. Others were withdrawn at Duke Energy, CSX, and Valero.

Climate-related themes for resolutions include “Banking on Low Carbon”, “Carbon Asset Risk”, and “Say on Climate”.

Long-time shareholder activist Tim Smith is Director of ESG Shareowner Engagement at Boston Trust Walden and member of the Ceres Investor Network. Ceres continues to track such resolutions and information is available at www.ceres.org.

The authoritative Pensions & Investments publication shares news about a new website — Majority Action’s “Proxy Voting for a 1.5 C World”.

Four key sectors are in focus: electricity generation, oil & gas, banking, and transportation, with summaries of corporate current emission targets, capital allocations and policy activity relate to climate change. (Reaching net-zero emissions by 2050 is an example of issue in focus.)

The web site offers recommendations for voting against director nominees at companies failing to implement plans “consistent with limiting global warming” by industry/sector.

In banking the web site names Wells Fargo, Goldman Sachs, and JPMorgan Chase. Issues in focus overall include Climate Change, Community Development / Investment, Gender Equality, and more.

Third – the Yield Positive web platform offers excellent background on shareholder resolutions and the current state of affairs following the dramatic events of 2020 – racial inequality highlighted by the killing of George Floyd; worker health and safety protections in the Covid pandemic; climate change issues – with examples of the resolutions coming up for vote in 2021.

These include Home Depot – Report on racism in the company; Target – Report on/end police partnerships; Wells Fargo – report on financing Paris Agreement-compliant GHG emissions cut, and more.

The 2021 spring season of corporate proxy voting and then the voting at company issues to Fall 20231 will be closely followed by business media and of course, the global investing community. We will continue to share news and perspectives about this annual exercise of “shareholder capitalism”.

TOP STORIES – April 2021

It’s Proxy Season 2021: Investors Focus on Climate Action

FYI

 

Turmoil in the USA / Washington Capitol Terror Attacks – Corporate Sector Responses to Threats to the Nation

Prepared January 20 2021 – Inauguration Day in the USA

by Hank Boerner – Chair & Chief Strategist – G&A Institute

These are troubled times in the United States of America. After the national elections in November 2020, political and social rhetoric became even more heated and widepread sharing of rumors and lies intensified than even in the weeks leading up to the ballots being cast by well more than 155 million citizens in the 50 states of the Republic.  (There are more than 200 million registered voters in all of the states.)

Moving toward the inauguration of the new president the major social media platforms unfortunately served as rioter assembly stations and important [negative] information sharing tools that helped to spread lies, rumors, and volumes of false and dangerous information.  The large platforms stand accused now of having helped to enable many thousands of protestors to travel to and assemble in Washington, D.C. for a January 6 rally that quickly spun out of control.

There will likely be short- and longer-term fallout here: What was a growing public debate on the role of social media and the focus on tech companies at the center of controversy (think of Facebook, Twitter, Google, others) quickly became a public ranting from all sides of the political spectrum.

The tempo of the public policy debate has sharply increased:  What actions should be taken to address concerns about the tech leaders and their role in spreading false and dangerous-to-democracy content? (Stay tuned to this important public policy debate in 2021.)

To recap what happened:  On January 6th, 2021 a mob of an estimated 8,000-plus men and women attended a rally and then took the point to travel with an even larger group behind them, along the major thoroughfares that lead from the White House and nearby National Mall to the Capitol Hill complex that houses the U.S. Congress (the House of Representatives and US Senate) -– ranting slogans and waving their flags along a brisk and angry 3.6 mile march (4.8 kilometers).

By the time the government complex on the hill was reached the point of the mob was out of control. The “tip of the spear” leadership group quickly pierced the Capitol Hill ramparts and the mob poured in behind to do their damage inside the halls of Congress.

The mob -– characterized by many now as being in fact domestic terrorists -– swarmed the complex, confronted a police force numbering about 1,400, swept past those guardians and into the Capitol Building to wreak havoc, steal items such as the Speaker of the House’s office laptop, and destroy government property.

They were there for hours. And much of this was broadcast live, on various news platforms and including on social media — by participants!

The mob even seemed to be threatening the very lives of the Members of House and Senate — and it seems, the well-being and maybe the life of the Vice President of the United States (Michael Pence) who also served as presiding officer of the US Senate during the crucial vote to accept the 2020 Presidential voting results. (The mob’s intention was to overthrow Congress and change the vote outcome to make Donald Trump the winner.)

The  widespread criticism of these actions was immediate; much of the American public was outraged. Anger was directed at the mob, at the social media platforms helping to spread the messages of the insurrection leaders and participants, at the President of the United States and his political allies for encouraging the unrest.

24/7, major news media published, broadcast and telecast news and the volumes of criticism — and, indeed the collective outrage of most of the nation – out to all of the nation and world.

A Day of Infamy for the USA – and Corporate Response

In Utah, the Deseret News described this in its headline as “Jan. 6, 2021: Another day that will live in infamy for Americans”.

An important sea change:  The corporate community, including major players in financial services sector industries, quickly became very visible among the critics. For some companies the silence about the “Steal the Vote” protests was a form of diffidence or even support. That changed!

Prominent corporate leaders and their trade associations blasted the actions, of both rioters and supporters, and took (and continue to take) actions in response to the horror that they witnessed. We bring you highlights of some of this initial response this week.

Following the attack there was dramatically expanding news of what was to come as a new legislative and executive branch was taking shape  -– the days after January 6th were climaxed by the inauguration of the new president and vice president on January 20th (done!) and the convening of a new US Senate leadership team (in process as we write this).

All of this news and opinion was being shared in the context of the continuing threat posed to the American nation by homegrown, domestic terrorists.

This is usually a time of great celebration of the peaceful transfer of power, a 200-plus year tradition in the USA that occurs every four years following the presidential elections.  Instead, these January days became a time of sorrow and sadness and disappointment.  All that was being reported out to the world as well.

The days leading up to the January 20th inaugural event had most Americans very jittery, with media reports of continued threats (such as possible physical harm to the national and state capitals, more heated partisan political talk, even the possibility of threats to human life posed by armed citizens in so-called ragtag “militias”).

There were more U.S. military members present in Washington DC on Inauguration Day  to protect our capital city than were present in the Middle East conflict zones.

The ongoing turmoil poses a serious threat to the American Experiment in Democracy as well as to the long-term symbolism of the Capitol Hill complex that many citizens of America (and even many in the world) consider to be a shining city on a hill, the citadel of democratic rule.

With this commentary we bring you some highlights of the immediate corporate sector response, and what some see as the responsibility of the corporate leadership to help move the nation forward.  The tempo of the corporate response is quickening and we’ll share more with you in our G&A Institute’s Sustainability Highlights newsletter and in this blog. 

TOP STORIES

Here is some of the immediate Corporate Sector responses to the mob’s January 6 attack on the US Capitol – with specific corporate responses that target the financial of candidate campaigns. The corporation’s role in society is in even sharper focus now.

Looking forward:  The news media is now also focused on the future – there is a new administration in place now, led by President Joseph Biden, VP Kamala Harris, and a  House and Senate led by the Democratic Party.  The focus on ESG issues is intensifying:

We will be sharing considerably more news along these lines in the days ahead. Stay Tuned!