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Proxy Monitor 2019: Ford Motor, Colgate-Palmolive, and More

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Proxy Monitor 2019: Ford Motor, Colgate-Palmolive, and More

June 26, 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:

Between May 8 and May 17, 25 companies in the Fortune 250 held annual meetings and faced at least one shareholder proposal. These companies faced a total of 38 shareholder proposals. Among these, two received majority shareholder support over management opposition: a May 9 proposal at Norfolk Southern, introduced by John Chevedden, seeking to eliminate supermajority voting provisions (which received almost 70% shareholder support); and a May 15 proposal at Anthem, also introduced by Chevedden, seeking to require all corporate directors to face election annually, rather than in staggered terms (almost 75% support). Another Chevedden proposal seeking to eliminate supermajority voting rules, introduced at L Brands, received more than 98% support with management’s support. These classes of shareholder proposal—seeking “simple majority voting” rules and “board declassification”—have been the most likely to garner shareholder support in the last decade; eight of nine such proposals introduced at Fortune 250 companies this year received majority shareholder support.

Although none of the other shareholder proposals in this period received majority support, a few came very close. The closest were proposals seeking corporate disclosures of political spending: a May 15 proposal at Kohl’s, sponsored by Chevedden (49.8% shareholder support); and a May 17 proposal at Macy’s, sponsored by the Catholic-affiliated Mercy Investment Services (49.4%). A May 9 proposal on this subject at Nucor, sponsored by the social-investing firm First Affirmative, also received more than 40% support. Overall, Fortune 250 companies have faced 32 shareholder proposals to date in 2019 related to corporate political spending or lobbying. On average, these have garnered more than 31% support—higher than historical norms. This may reflect shifts in voting behavior by one or more institutional investors on this subject; or it may reflect better company targeting on the part of shareholder proponents. Consumer-facing retail companies—like Kohl’s and Macy’s—may be particularly vulnerable to this class of shareholder proposal.

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

Alcoa Corporation (AA)


5/8/19 Annual Meeting

Abstentions are included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 97.61% Voting in Favor
  • Item 4 - Right to Act by Written Consent (Undisclosed proponent) – 41.65% Voting in Favor



Nucor Corporation (NUE)


5/9/19 Annual Meeting

Abstentions are included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 73.41% Voting in Favor
  • Item 4 – Report on Lobbying (Domini Social Equity Fund) – 33.91% Voting in Favor
  • Item 5 – Report on Political Spending (First Affirmative Financial Network) – 40.39% Voting in Favor



C.H. Robinson Worldwide, Inc. (CHRW)


5/9/19 Annual Meeting

Abstentions are not included for SOP, are included for shareholder proposals



Voting Results:

  • Item 2 - Say on Pay (Management proposal) – 89.65% Voting in Favor
  • Item 5 – Adopt Greenhouse Gas Emissions Targets (Sisters of the Presentation) – 26.37% Voting in Favor



Norfolk Southern Corporation (NSC)


5/9/19 Annual Meeting

Abstentions are not included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 93.77% Voting in Favor
  • Item 4 – Simple Majority Vote (John Chevedden) – 69.92% Voting in Favor



Ford Motor Company (F)


5/9/19 Annual Meeting

Abstentions are included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 95.06% Voting in Favor
  • Item 5 – Give Each Share an Equal Vote (John Chevedden) – 34.05% Voting in Favor
  • Item 6 – Report on Lobbying (Unitarian Universalist Assoc.) – 16.39% Voting in Favor
  • Item 7 – Report on Political Spending (Mercy Investment Services) – 18.70% Voting in Favor



Colgate-Palmolive Company (CL)


5/10/19 Annual Meeting

Abstentions are included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 92.29% Voting in Favor
  • Item 5 – Independent Board Chair (John Chevedden) – 36.88% Voting in Favor



Marriott International, Inc. (MAR)


5/10/19 Annual Meeting

Abstentions are not included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 97.45% Voting in Favor
  • Item 5 - Right to Act by Written Consent (Myra Young) – 46.50% Voting in Favor



Motorola Solutions, Inc. (MSI)


5/13/19 Annual Meeting

Abstentions are included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 92.31% Voting in Favor
  • Item 4 – Independent Director with Human Rights Expertise (The Domestic and Foreign Missionary Society of the Episcopal Church) – 8.22% Voting in Favor
  • Item 5 – Report on Lobbying (Mercy Investment Services) – 36.07% Voting in Favor



International Paper Company (IP)


5/13/19 Annual Meeting

Abstentions and Broker Non-Votes are included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 78.21% Voting in Favor
  • Item 4 – Special Meetings – Reduce Ownership Req. to 10% (Undisclosed proponent) – 33.14% Voting in Favor



3M Company (MMM)


5/14/19 Annual Meeting

Abstentions are included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 93.94% Voting in Favor
  • Item 4 – Consider Pay of All Co. Employees in Setting CEO Comp. Targets (United Steelworkers) – 9.79% Voting in Favor



Prudential Financial, Inc. (PRU)


5/14/19 Annual Meeting

Abstentions are not included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 93.13% Voting in Favor
  • Item 4 - Right to Act by Written Consent (John Chevedden) – 13.58% Voting in Favor



Cummins Inc. (CMI)


5/14/19 Annual Meeting

Abstentions are not included



Voting Results:

  • Item 2 - Say on Pay (Management proposal) – 92.66% Voting in Favor
  • Item 5 – Independent Board Chair (Undisclosed proponent) – 33.75% Voting in Favor



Waste Management, Inc. (WM)

5/14/19 Annual Meeting

Abstentions are included



Voting Results:

  • Item 3 – Say on Pay (Management proposal) – 96.33% Voting in Favor
  • Item 4 – No Accelerated Equity Pay in CIC (Int’l Brotherhood of Teamsters) – 38.11% Voting in Favor



Loews Corporation (L)


5/14/19 Annual Meeting

Abstentions are not included



Voting Results:

  • Item 2 - Say on Pay (Management proposal) – 95.10% Voting in Favor
  • Item 4 – Report on Political Spending (Undisclosed proponent) – 27.80% Voting in Favor



Mondelez International, Inc. (MDLZ)


5/15/19 Annual Meeting

Abstentions are not included



Voting Results:

  • Item 2 - Say on Pay (Management proposal) – 55.95% Voting in Favor
  • Item 4 – Report on Environmental Impact of Cocoa Supply Chain (SumofUs) – 11.37% Voting in Favor
  • Item 5 – Consider Employee Pay in Setting CEO Target Pay (AFL-CIO Reserve Fund) – 7.52% Voting in Favor



Kohl’s Corporation (KSS)


5/15/19 Annual Meeting

Abstentions are not included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 88.05% Voting in Favor
  • Item 4 – Report on Political Spending (John Chevedden) – 49.82% Voting in Favor
  • Item 5 – Vendor Policy Re Oversight on Animal Welfare (Harrington Investments, Inc.) – 6.85% Voting in Favor



The Hartford Financial Services Group, Inc. (HIG)


5/15/19 Annual Meeting

Abstentions are included



Voting Results:

  • Item 3 – Say on Pay (Management proposal) – 74.94% Voting in Favor



Halliburton Company (HAL)


5/15/19 Annual Meeting

Abstentions are included



Voting Results:

  • Item 3 – Say on Pay (Management proposal) – 62.46% Voting in Favor



KBR, Inc. (KBR)


5/15/19 Annual Meeting

Abstentions are included



Voting Results:

  • Item 2 – Say on Pay (Management proposal) – 61.28% Voting in Favor



Northrop Grumman Corporation (NOC)


5/15/19 Annual Meeting

Abstentions are not included



Voting Results:

  • Item 2 - Say on Pay (Management proposal) – 95.44% Voting in Favor
  • Item 4 – Report on Human Rights Policy (Sisters of St. Dominic & co-filers) – 31.13% Voting in Favor
  • Item 5 – Independent Board Chair (John Chevedden) – 35.46% Voting in Favor



Anthem, Inc. (ANTM)


5/15/19 Annual Meeting

Abstentions are not included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 93.57% Voting in Favor
  • Item 5 – Declassify the Board (John Chevedden) – 74.89% Voting in Favor



Yum! Brands, Inc. (YUM)


5/16/19 Annual Meeting

Abstentions are included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 95.49% Voting in Favor
  • Item 4 – Report on Renewable Energy (Sisters of Charity) – Withdrawn by proponent
  • Item 5 – Annual Report on Deforestation Reduction Efforts (SumofUs) – 31.26% Voting in Favor
  • Item 6 – Report on Sustainable Packaging (As You Sow) – 32.77% Voting in Favor



Las Vegas Sands Corp. (LVS)


5/16/19 Annual Meeting

Abstentions are included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 65.82% Voting in Favor



CVS Health Corporation (CVS)


5/16/19 Annual Meeting

Abstentions are included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 90.37% Voting in Favor
  • Item 4 – Do Not Adjust Exec Comp Performance Targets to Exclude Legal or Compliance Costs (City of Philadelphia PERS) – Withdrawn by proponent



L Brands, Inc. (LB)


5/16/19 Annual Meeting

Abstentions are not included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 98.72% Voting in Favor
  • Item 4 – Simple Majority Vote (John Chevedden) – 98.19% Voting in Favor (Management supported proposal)



Union Pacific Corporation (UNP)


5/16/19 Annual Meeting

Abstentions are not included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 94.80% Voting in Favor
  • Item 4 – Independent Board Chair (John Chevedden) – 29.36% Voting in Favor



Intel Corporation (INTC)


5/16/19 Annual Meeting

Abstentions are included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 59.81% Voting in Favor
  • Item 5 - Right to Act by Written Consent (John Chevedden) – 40.48% Voting in Favor
  • Item 6 – Report on Gender Pay Equity (Arjuna Capital) – 28.81% Voting in Favor
  • Item 7 - Annual Advisory Vote on Political Contributions (NorthStar Asset Mgmt.) – 5.88% Voting in Favor



Altria Group, Inc. (MO)


5/16/19 Annual Meeting

Abstentions are not included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 94.54% Voting in Favor
  • Item 4 – Reducing and Disclosing Nicotine Levels in Cigarette Brands (Sisters of St. Francis) – 3.87% Voting in Favor
  • Item 5 – Report on Lobbying (Trinity Health) – 27.89% Voting in Favor



Chesapeake Energy Corp. (CHK)


5/17/19 Annual Meeting

Abstentions are not included



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 65.35% Voting in Favor



Macy’s (M)


5/17/19 Annual Meeting

Abstentions are not included for SOP, are included for shareholder props.



Voting Results:

  • Item 3 - Say on Pay (Management proposal) – 90.53% Voting in Favor
  • Item 4 – Report on Political Spending (Mercy Investment Services) – 49.40% Voting in Favor
  • Item 5 – Recruitment and Forced Labor (Priests of the Sacred Heart & co-filers) – 35.35% Voting in Favor

Photo by Jirapong Manustrong/iStock

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