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Proxy Monitor 2019: Amazon, JP Morgan, Facebook, and More

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Proxy Monitor 2019: Amazon, JP Morgan, Facebook, and More

July 16, 2019
Legal ReformCorporate Governance

Editor’s note: Data on shareholder votes for America's 250 largest public companies during the 2019 proxy season can be found on the publicly available (and fully sortable) Proxy Monitor database.

Voting analysis by James R. Copland:

By the end of May, 195 of the Fortune 250 companies had held 2019 annual meetings. In the last two weeks of May, 23 of these companies held an annual meeting and faced at least one shareholder proposal. Among these were energy giants ExxonMobil and Chevron, which faced seven and five proposals, respectively; and technology giants Facebook and Amazon, which faced eight and 12 proposals, respectively. Most of these firms’ multiple proposals came from socially oriented investors, including social-investing funds and religious orders. None of the proposals at these companies received majority shareholder support. (In Facebook’s case, such proposals cannot win shareholder majorities without management support, since the company has two classes of stock, with founder Mark Zuckerberg and other insiders retaining 58% voting control.)

Three shareholder proposals won majority shareholder support in the last two weeks of May. Two, at Xerox and FirstEnergy, sought to eliminate supermajority shareholder-voting rules—the most commonly adopted shareholder proposal type in the 2019 cycle. A third, at Travelers, asked the board to prepare a report on company diversity, including EEOC data. The proposal, sponsored by the social-investing fund Trillium Asset Management, won the support of 50.34% of voting shareholders. This was the first such diversity-related shareholder proposal to win majority shareholder support at a Fortune 250 company. Another socially oriented shareholder proposal, sponsored by the New York State Common Retirement Fund and seeking a company report on its political spending, won more than 48% shareholder support at NextEra Energy. This relatively high vote is in keeping with a general trend toward more voting support for such proposals in 2019.

Aside from shareholder proposals, the main story from the last two weeks in May is the fact that two companies, CenturyLink and Xerox, failed to win majority shareholder support in advisory votes on executive compensation. In 2018, CenturyLink paid CEO Jeff Storey $35 million, in addition to $10.7 million paid to former CEO Glen Post, while the stock price continued to drop. Xerox paid new CEO John Visentin $23 million in 2019, including a large sign-on stock award. Visentin is a former consultant for Icahn Enterprises, which helped secure his appointment. In addition to the say-on-pay votes at CenturyLink and Xerox, two others are noteworthy: AIG and The Gap, each of which received less than 60% shareholder support in executive-compensation advisory votes. The proxy advisory firms ISS and Glass Lewis recommended that shareholders cast their advisory votes against executive compensation in each case.

To see the all vote results from the 2019 proxy season and learn more, visit Proxy Monitor.

Omnicon Group Inc. (OMC)


5/20/19 Annual Meeting
Abstentions are not included

Voting Results:

  • Item 2 - Say on Pay (Management proposal) – 91.12% Voting in Favor
  • Item 4 – Independent Board Chair (John Chevedden) – 22.98% Voting in Favor


American International Group, Inc. (AIG)


5/21/19 Annual Meeting
Abstentions are not included

Voting Results:

  • Item 2 – Say on Pay (Management proposal) – 54.66% Voting in Favor
  • Item 3 – Say on Frequency - Rec. 1 Year (Management proposal) -98.78% Voting in Favor
  • Item 5 – Special Meetings – Reduce Ownership Req. to 10% (Undisclosed proponent) – 47.26% Voting in Favor

 

FirstEnergy Group (FE)


5/21/19 Annual Meeting
Abstentions are not included

Voting Results:

  • Item 3 – Say on Pay (Management proposal) – 97.90% Voting in Favor
  • Item 7 – Simple Majority Vote (John Chevedden) – 59.95% Voting in Favor

 

JPMorgan Chase & Co. (JPM)


5/21/19 Annual Meeting
Abstentions are included

Voting Results:

  • Item 2 – Say on Pay (Management proposal) – 71.56% Voting in Favor
  • Item 4 – Report on Gender Pay Equity (Arjuna Capital) – 29.49% Voting in Favor
  • Item 5 – Proxy Access Amendments (Kenneth Steiner) – 28.17% Voting in Favor
  • Item 6 – Cumulative Voting (John Chevedden) – 10.00% Voting in Favor

 

Xerox Corporation (XRX)


5/21/19 Annual Meeting
Abstentions are not included

Voting Results:

  • Item 4 - Say on Pay (Management proposal) – 40.22% Voting in Favor
  • Item 7 – Simple Majority Vote (Undisclosed proponent) – 72.92% Voting in Favor

 

The Allstate Corporation (ALL)


5/21/19 Annual Meeting
Abstentions are included

Voting Results:

  • Item 2 - Say on Pay (Management proposal) – 88.63% Voting in Favor
  • Item 5 – Report on Political Spending (Int’l Bro. of Teamsters)) – 46.62% Voting in Favor

 

The Gap, Inc. (GPS)


5/21/19 Annual Meeting
Abstentions are included

Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 56.73% Voting in Favor


ITT Corporation (ITT)


5/22/19 Annual Meeting
Abstentions are not included

Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 96.78% Voting in Favor
  • Item 4 – Independent Board Chair (John Chevedden) – 16.88% Voting in Favor


Amazon.com, Inc. (AMZN)


5/22/19 Annual Meeting
Abstentions are included

Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 97.43% Voting in Favor
  • Item 4 – Annual Report on Management of Food Waste (Mercy Investment Servives) – 25.90% Voting in favor
  • Item 5 - Special Meetings - Reduce Required Ownership to 10% (Undisclosed proponent) – 35.28% Voting in Favor
  • Item 6 - Prohibit Sale of Facial Recognition Technology to Government Agencies (Sisters of St. Joseph of Brentwood & 4 co-filers) – 2.42% Voting in Favor
  • Item 7 - Report on Impact of Facial Recognition Technology on Civil Rights (Harrington Investments) – 27.55% Voting in Favor
  • Item 8 - Report on Efforts to Address Hate Speech and Sale of Offensive Products (Undisclosed proponent) – 26.92% Voting in Favor
  • Item 9 - Independent Board Chair (Undisclosed proponent) – 24.07% Voting in Favor
  • Item 10 - Report on Sexual Harassment Policies (Undisclosed proponent) – 32.71% Voting in Favor
  • Item 11 - Report on Climate Change Topics (Amazon Employees for Climate Justice) – 29.75% Voting in Favor
  • Item 12 - True Diversity Board Policy (Undisclosed proponent) – 2.66% Voting in Favor
  • Item 13 - Gender Pay Equity (Undisclosed proponent) – 25.83% Voting in Favor
  • Item 14 - Report on Integrating ESG Factors into Exec Comp (Zevin Asset Mgmt.) – 19.00% Voting in Favor
  • Item 15 - By-law Change to Vote Counting Standard (Newground Social Investment) – 4.74% Voting in Favor


CenturyLink, Inc. (CTL)


5/22/19 Annual Meeting
Abstentions are not included

Voting Results:

  • Item 5 - Say on Pay (Management proposal) – 40.58% Voting in Favor
  • Item 6 – Repot on Lobbying (AFL-CIO Reserve Fund) – 36.19% Voting in Favor


Ross Stores, Inc. (ROST)


5/22/19 Annual Meeting
Abstentions are not included

Voting Results:

  • Item 2 - Say on Pay (Management proposal) – 93.76% Voting in Favor
  • Item 4 – Report on Greenhouse Gas Emissions Goals (Jantz Mgmt.) – 40.94% Voting in Favor


United Continental Holdings, Inc. (UAL)


5/22/19 Annual Meeting
Abstentions are included

Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 96.05% Voting in Favor
  • Item 4 – Proxy Access Amendments (John Chevedden) – 18.25% Voting in Favor
  • Item 5 – Report on Lobbying (Nathan Cummings Foundation) – 25.15% Voting in Favor


The Travelers Companies, Inc. (TRV)


5/22/19 Annual Meeting
Abstentions are included

Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 93.85% Voting in Favor
  • Item 5 – Report on Diversity, including EEOC Data (Trillium Asset Mgmt.) – 50.34% Voting in Favor


NextEra Energy, Inc. (NEE)


5/23/19 Annual Meeting
Abstentions are not included

Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 93.6% Voting in Favor
  • Item 4 – Report on Political Spending (NYS Common Ret. Fund) – 48.7% Voting in Favor


The Home Depot, Inc. (HD)


5/23/19 Annual Meeting
Abstentions are not included

Voting Results:

  • Item 3 – Say on Pay (Management proposal) – 96.88% Voting in Favor
  • Item 4 – Report on Employment Diversity   (Benedictine Sisters) -33.09% Voting in Favor
  • Item 5 – Special Meetings – Reduce Ownership Req. to 10% (J. Chevedden) – 44.67% Voting in Favor
  • Item 6 - Report on Prison Labor in the Supply Chain (Northstar Asset Mgmt.) – 30.29% Voting in Favor

 

McDonald’s Corporation (MCD)


5/23/19 Annual Meeting
Abstentions are included

Voting Results:

  • Item 2 – Say on Pay (Management proposal) – 94.33% Voting in Favor
  • Item 5 – Right to Act by Written Consent (J. Chevedden) – 42.21% Voting in Favor


Morgan Stanley (MS)


5/23/19 Annual Meeting
Abstentions are included

Voting Results:

  • Item 3 – Say on Pay (Management proposal) – 95.96% Voting in Favor
  • Item 4 – Report on Lobbying (Boston Common Asset Mgmt.) – 6.40% Voting in Favor

 

Lincoln National Corporation (LNC)


5/24/19 Annual Meeting
Abstentions are not included

Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 92.94% Voting in Favor
  • Item 4 – Independent Board Chair (Undisclosed proponent) – 34.44% Voting in Favor
  • Item 5 – Proxy Access Amendments (Undisclosed proponent) – 29.46% Voting in Favor

 

Merck & Co., Inc. (MRK)


5/28/19 Annual Meeting
Abstentions are not included

Voting Results:

  • Item 2 - Say on Pay (Management proposal) – 93.01% Voting in Favor
  • Item 5 – Independent Board Chair (K. Steiner) – 32.26% Voting in Favor
  • Item 6 – Executive Incentives and Stock Buybacks (Oxfam America, Inc.) - 4.45% Voting in Favor
  • Item 7 - Integrating Drug Pricing Risk into Exec. Comp. Policies (Province of St. Joseph of the Capuchin Order & co-filers) - 29.07% Voting in Favor

 

Chevron Corporation (CVX)


5/29/19 Annual Meeting
Abstentions are not included

Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 93.30% Voting in Favor
  • Item 4 – Human Right to Water (Sisters of St. Francis & co-filers) -32.20% Voting in Favor
  • Item 5 – Report on Reducing Carbon Footprint (As You Sow) – 33.20% Voting in Favor
  • Item 6 – Climate Change Board Committee (Undisclosed proponent) – 7.6% Voting in Favor
  • Item 7 – Independent Board Chair (Undisclosed proponent) – 26.0% Voting in Favor
  • Item 8 - Special Meetings – Reduce Ownership Req. to 10% (Undisclosed proponent) – 35.3% Voting in Favor

 

Exxon Mobil Corporation (XOM)


5/29/19 Annual Meeting
Abstentions are not included

Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 91.6% Voting in Favor
  • Item 4 – Independent Board Chair (The Kestrel Foundation) – 40.7% Voting in Favor
  • Item 5 – Special Meetings (K. Steiner) – 42.4% Voting in Favor
  • Item 6 – Board Matrix (NYC Ret. Systems) – 29.8% Voting in Favor
  • Item 7 – Climate Change Board Committee (Arjuna Capital) – 7.4% Voting in Favor
  • Item 8 - Report on Risks of Gulf Coast Petrochemical Investments (As You Sow) – 25.0% Voting in Favor
  • Item 9 – Report on Political Spending (Unitarian Universalist Assoc.) – 26.1% Voting in Favor
  • Item 10 – Report on Lobbying (United Steelworkers) – 37.3% Voting in Favor


Bristol-Myers Squibb Company (BMY)


5/29/19 Annual Meeting
Abstentions are included

Voting Results:

  • Item 2 - Say on Pay (Management proposal) – 92.36% Voting in Favor
  • Item 4 – Right to Act by Written Consent (K. Steiner) – 43.60% Voting in favor

 

eBay Inc. (EBAY)


5/30/19 Annual Meeting
Abstentions are included

Voting Results:

  • Item 2 - Say on Pay (Management proposal) – 89.53% Voting in Favor
  • Item 5 – Independent Board Chair (J. Chevedden) – 23.43% Voting in Favor

 

Facebook, Inc. (FB)


5/30/19 Annual Meeting
Abstentions are not included

Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 92.03% Voting in Favor
  • Item 4 – Say on Frequency – Rec. One Year (Management proposal) – 78.13% Voting in Favor
  • Item 5 – Give Each Share An Equal Vote (Northstar Asset Mgmt.) – 24.49% Voting in Favor
  • Item 6 – Independent Board Chair (NYC Pension Funds & co-filers) – 20.04% Voting in Favor
  • Item 7 – Majority Vote Standard for Director Elections (Undisclosed proponent) –24.50 % Voting in Favor
  • Item 8 - True Diversity Board Policy(Undisclosed proponent) –1.02 % Voting in Favor
  • Item 9 – Report on Content Governance Policies (Undisclosed proponent) – 5.70% Voting in Favor
  • Item 10 – Report on Gender Pay Equity (Undisclosed proponent) – 9.86% Voting in Favor
  • Item 11 - Report on Workforce Diversity (Undisclosed proponent) – 0.47% Voting in Favor
  • Item 12 - Retain Advisors to Study Strategic Alternatives (Undisclosed proponent) – 0.68% Voting in Favor

 

Photo: iStock

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