Record Number of Negotiated Agreements Between Investors and Companies in 2022 Proxy Season

August 1, 2022 /3BL Media/ - The 2022 proxy season wrapped up with a record-smashing number of agreements reached on climate-related shareholder resolutions, as companies came to the table with shareholders and accepted terms in exchange for resolution withdrawals.

The 110 climate-related commitments in exchange for withdrawals, tracked by Ceres, include agreements by electric utilities to set targets for reducing Scope 3 greenhouse gas emissions, going beyond their usual Scope 1 and 2 targets. Negotiated withdrawals include several consumer goods companies agreeing to set science-based targets to reduce emissions. And they include nearly a dozen companies across industries committing to report on their climate lobbying and often on how their lobbying aligns with the Paris Agreement goal of limiting global temperature rise to 1.5 degrees Celsius.

“As the climate crisis worsens, companies are coming to the table with shareholders much more readily and committing to take actions sought,” said Rob Berridge, Senior Director for Shareholder Engagement at Ceres, which tracked the 236 climate-related resolutions filed this year at North American companies. “Commitments and associated actions on climate are the real goal,” whether they are secured through votes on resolutions or negotiated agreement with shareholders.

For instance, CMS Energy agreed to expand its 2050 net zero greenhouse gas emissions commitment to include its customers and suppliers for natural gas. This commitment followed negotiations with Seventh Generation Interfaith Coalition and the Sisters of the Presentation of the Blessed Virgin Mary of Aberdeen, SD, who withdrew their resolution asking for a Scope 3 net zero target.

Duke Energy Corporation agreed with filer As You Sow to increase the greenhouse gas emissions it will bring into its net-zero-by-2050 target, including upstream methane leakage during production of natural gas, customer use emissions, and purchased power emissions. And Dominion Energy Inc. committed to disclose detailed information about planned capital expenditures, including the project evaluation process, to enable shareholders to assess progress on Dominion’s net zero goals, according to an agreement announced by the New York City Office of the Comptroller, which withdrew a proposal seeking such disclosure.

Among consumer goods companies, The Kroger Company supermarkets committed to Green Century Capital Management to set science-based targets for its full value chain, including suppliers. After Kraft Heinz Company pledged to achieve net zero emissions by 2050 and set science-based greenhouse gas reduction goals, with 50% reductions by 2030, Domini Social Investments withdrew its proposal but said it will continue engaging with the company on capital allocation.

And 17 agreements were reached on resolutions asking companies to report on how their companies' climate lobbying aligns with the Paris Agreement. Filer Boston Trust Walden Company reached agreements with Amgen Inc, JP MorganChase & Co, Merck & Co and Union Pacific Corporation in which these companies committed to report on how their climate lobbying aligns with the goals of the Paris Agreement. Climate Action 100+ investors signatories reached agreements on lobbying disclosure at American Airlines Group Inc (filed by The Presbyterian Church USA), ExxonMobil Corporation (filed by BNP Paribas), General Electric Company (filed by New York City’s Office of the Comptroller), Lockheed Martin Corporation (filed by Mercy Investments Services), and The Southern Company (filed by the Illinois State Treasurer).

Record filings but lower average votes

This year’s proxy season was also characterized by a record number of climate resolutions filed. However, they garnered a lower average vote of support -- perhaps partly because some shareholders became more ambitious and directive in their requests and some focused on companies that are more resistant to engagement on climate or have shareholder bases where concentrated ownership makes engagement more difficult. “Comparing the shareholder proposals from last year and this year is like comparing apples to grapefruit,” said Morgan LaManna, Director of Investor Engagement at Ceres. “This year’s proposals served companies much tougher asks. Investors dug into more strategic issues with companies on their energy transition planning, targets and capital expenditure, and as a result, we are seeing climate commitments become changes in the real economy.”

For example, a number of 2022 resolutions ask companies to align their financing of new energy projects with the International Energy Agency’s Net Zero Emissions by 2050 Scenario in which the agency shows what it would take to bring global emissions to net zero and prevent global temperature rise from exceeding 1.5 degrees Celsius. Resolutions filed at several major banks and insurers asked them to align new energy financing plans with the IEA scenario, while resolutions filed at two oil companies asked the oil companies to align capital expenditures or emissions reductions with the IEA Scenario. A low vote on a resolution to this effect at Imperial Oil was influenced by the fact that ExxonMobil owns a majority of its shares, diluting outside shareholders’ influence.

Director accountability

The surge in corporate commitments also reflects the realization that investors are serious about holding board members accountable for the company’s lack of progress. Nine investors flagged their votes against directors at 13 Climate Action 100+ focus companies for reasons related to climate. The California Public Employees’ Retirement System (CalPERS) voted against a record 95 directors at 26 companies this year after those companies didn’t respond to requests to set more aggressive climate policies. Climate Action 100+ is the largest investor initiative on climate in the world with more than 700 investors responsible for $68 trillion in assets as signatories.

“Engaging with companies on climate issues encourages action and filing or voting on shareholder proposals are a few of the tools available to investors” added LaManna. “Climate Action 100+ engagements typically begin with investors initiating discussions with company management and frequently escalate to talks with board members,” she said. If dialogues don’t succeed in bringing about action, investors might file shareholder resolutions. Filing in turn often leads to more serious negotiations and possibly to a company commitment. If not, and a resolution garners a strong vote from shareholders, yet a company still doesn’t act, some shareholders will vote against certain directors or nominate new directors, as happened at ExxonMobil in 2021.

This year, Climate Action 100+ flagged director votes at six focus companies.

Headwinds

This year’s annual general meetings were held under a cloud of global uncertainty and economic turbulence. As the 2022 proxy voting season began, Russia invaded Ukraine, oil prices spiked, and energy shortages and supply chain glitches contributed to rising inflation. The confluence of forces and events traumatized financial markets and fewer investors appeared inclined to vote for climate-related shareholder proposals compared to last year. The average vote of support for climate-related proposals was 31.6% this year, down from last year’s record 42.0% high, and 15 climate-related proposals won a majority of shareholders’ support compared with last year’s record 18 majority votes.

In this context, sustained investor focus on the need for companies to address climate risks stands out. Many of this year’s majority votes were very high.

• At Chevron Corporation, 98.0% of shareholders voted for a resolution filed by Mercy Investment Services seeking a report on the accuracy of Chevron’s estimates of its methane emissions. (See Ceres report on methane).
• At The Boeing Company, 91.4% of shareholders supported a proposal from As You Sow seeking a report on Boeing’s progress in meeting Climate Action 100+ Net Zero Company Benchmark indicators.
• At Costco Wholesale Corporation, 69.9% of shareholders supported a resolution filed by Green Century Capital Management asking the company to adopt greenhouse gas reduction targets for its full value chain, and a similar resolution Green Century filed at US Foods Holding Corp. won 88.5% support from US Foods shareholders.
• Shareholders at Caterpillar Inc and Builders FirstSource Inc voted overwhelmingly for resolutions seeking science-based greenhouse gas reduction targets with the resolution at Caterpillar filed by As You Sow winning 96.5% of votes and one at Builders FirstSource filed by Green Century winning 87.6%.
• At Jack in the Box Inc, 95.4% of shareholders supported a resolution filed by Green Century seeking a report on its plastic packaging use and measures to reduce it, even though management publicly opposed the measure.

2022 saw other new types of shareholder resolutions come to the fore, including environmental justice resolutions asking companies to report on how they can deliver a climate-related just transition for workers and communities or to report on environmental and social risks from operations.

Those resolutions include one filed at Marathon Petroleum Corporation by the International Brotherhood of Teamsters Union Pension Fund seeking a report on a climate-related just transition plan. One filed at Republic Services Inc by Parnassus Investments seeks an environmental justice audit – and it garnered 35.6% support from shareholders. Resolutions seeking reports on policies to protect Indigenous people’s rights were filed by Investor Advocates for Social Justice at Citigroup Inc where 34% of shares voted in favor, and at Wells Fargo & Company where 25.9% of shares were voted in favor. The filer notes in both proposals that these banks are providing billions in financing for the Enbridge Line 3 tar sands pipeline expansion.

While shareholder resolutions are nonbinding recommendations to companies from their shareholders, studies show that even votes short of a majority spur action. According to BlackRock, any shareholder resolution garnering between a 30% and 50% vote results in two-thirds of companies responding partially or fully to the request, while 94% of companies act fully in response to resolutions garnering a majority vote.

About Ceres

Ceres is a nonprofit organization working with the most influential capital market leaders to solve the world’s greatest sustainability challenges. Through our powerful networks and global collaborations of investors, companies and nonprofits, we drive action and inspire equitable market-based and policy solutions throughout the economy to build a just and sustainable future. For more information, visit ceres.org and follow @CeresNews.

Media Contact: Barbara Grady, grady@ceres.org, 510-334-2690