Commentary By James R. Copland

Proxy Monitor 2019: General Motors, Walmart, Target, and More

Governance Corporate Governance, Shareholder Capitalism

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:

June brings to a close the proxy season, when most large publicly traded corporations hold annual meetings and vote on corporate matters. This year, 14 companies in the Fortune 250 met in June and faced at least one shareholder proposal.

Among these was Alphabet, the parent company of Google, which met on June 19 and faced 13 shareholder proposals on its proxy ballot—the most of any company this year. None of the shareholder proposals at Google received majority support, which is hardly surprising: the dual-class voting structure at the company gives company founders Larry Page and Sergey Brin 56% voting control. (A proposal seeking to eliminate that two-tiered share-voting structure, sponsored by the social-investing fund Northstar Asset Management, received 30% shareholder support.)

One large-company shareholder proposal received majority support in June: a proposal introduced at Cognizant Technology Solutions by the husband-wife “gadfly” investing pair, James McRitchie and Myra K. Young. The proposal, which asked the company to produce a report on its political spending, won the support of 53% of voting shareholders. This was only the second shareholder proposal related to corporate political spending or lobbying to win a shareholder-majority vote over board opposition among all Fortune 250 companies, dating back to 2006—among 553 such proposals appearing on proxy ballots over the period. (The first was introduced at Fluor Corporation in 2016.) The narrow majority vote is consistent with relatively higher votes for this class of proposal in 2019.

UnitedHealth Group Incorporated (UNH)

6/3/19 Annual Meeting
Abstentions are included

Voting Results:

Item 2 - Say on Pay (Management proposal) – 95.15% Voting in Favor
Item 4 – Proxy Access Amendments (J. Chevedden) – 26.60% Voting in Favor

The TJX Companies, Inc. (TJX)

6/4/19 Annual Meeting
Abstentions are not included

Voting Results:

Item 3 – Say on Pay (Management proposal) – 92.92% Voting in Favor
Item 4 – Report on Compensation Disparities Based on Race, Gender, or Ethnicity (Zevin Asset Management) -18.43% Voting in Favor
Item 5 – Report on Prison Labor (NorthStar Asset Management)– 37.60% Voting in Favor
Item 6 - Report on Human Rights Risks (Priests of the Sacred Heart) – 38.81% Voting in Favor

General Motors Co. (GM)

6/4/19 Annual Meeting
Abstentions are included

Voting Results:

Item 2 – Say on Pay (Management proposal) – 97.30% Voting in Favor
Item 4 – Independent Board Chair (Undisclosed proponent) – 37.00% Voting in Favor
Item 5 – Report on Lobbying (CalPERS) – 29.30% Voting in Favor

Cognizant Technology Solutions Corp. (CTSH)

6/4/19 Annual Meeting
Abstentions are not included

Voting Results:

Item 2 – Say on Pay (Management proposal) – 87.58% Voting in Favor
Item 4 – Report on Political Spending (James McRitchie & Myra K. Young) – 53.63% Voting in Favor
Item 5 – Independent Board Chair (John Chevedden) – 35.77% Voting in Favor

Wal-Mart Stores, Inc. (WMT)

6/5/19 Annual Meeting
Abstentions are included

Voting Results:

Item 2 – Say on Pay (Management proposal) – 91.44% Voting in Favor
Item 4 – Strengthen Prevention of Workplace Sexual Harassment (Undisclosed proponent) – 10.77% Voting in Favor
Item 5 - Adopt Cumulative Voting (Undisclosed proponent) – proponent did not appear at meeting, no vote reported

Comcast Corporation (CMCSA)

6/5/19 Annual Meeting
Abstentions are not included

Voting Results:

Item 4 - Say on Pay (Management proposal) – 80.18% Voting in Favor
Item 5 – Independent Board Chair (J. Chevedden) – 26.87% Voting in Favor
Item 6 – Report on Lobbying (Friends Fiduciary Corp.) – 18.04% Voting in Favor

Caterpillar Inc. (CAT)

6/12/19 Annual Meeting
Abstentions are included

Voting Results:

Item 3 - Say on Pay (Management proposal) – 95.29% Voting in Favor
Item 4 – Proxy Access Amendments (J. Chevedden) – 23.28% Voting in Favor
Item 5 – Report on Activities in Conflict-Affected Areas (Missionary Society of the Episcopal Church in USA) – 7.68% Voting in Favor

Target Corp. (TGT)

6/12/19 Annual Meeting
Abstentions are not included for SOP, are included for shareholder proposals

Voting Results:

Item 3 - Say on Pay (Management proposal) – 94.80% Voting in Favor
Item 4 – Proxy Access Amendments (J. Chevedden) -35.40% Voting in Favor

Alphabet Inc. (GOOG)

6/19/19 Annual Meeting
Abstentions are included

Voting Results:

Item 4 – Give Each Share an Equal Vote (Northstar Asset Mgmt) – 30.01% Voting in Favor
Item 5 – Policy Not to Engage in Inequitable Employment Practices (Undisclosed proponent) – 12.38% Voting in Favor
Item 6 – Establish a Societal Risk Oversight Committee (Loring, Wolcott & Coolidge) – 8.76% Voting in Favor
Item 7 – Report on Sexual Harassment Risk Management (Undisclosed proponent) – 17.46% Voting in Favor
Item 8 – Majority Vote for Director Elections (Undisclosed proponent) – 30.34% Voting in Favor
Item 9 – Report on Gender Pay (Undisclosed proponent) – 11.11% Voting in Favor
Item 10 – Strategic Alternatives to Maximize Shareholder Value (SumofUs) – 0.47% Voting in Favor
Item 11 – Nomination of an Employee Representative Director (CtW Investment Group) – 1.75% Voting in Favor
Item 12 – Simple Majority Vote (Undisclosed proponent) – 6.80% Voting in Favor
Item 13 – Report on Sustainability Metrics (Undisclosed proponent) – 9.67% Voting in Favor
Item 14 – Report on Human Rights Assessment of Google Search in China (Undisclosed proponent) – 2.15% Voting in Favor
Item 15 – Establish Misconduct Clawback Policy (Undisclosed proponent) – 24.65% Voting in Favor
Item 16 – Report on Content Governance (NYS Common Ret. Fund & co-filer ) – 6.80% Voting in Favor

Delta Airlines, Inc. (DAL)

6/20/19 Annual Meeting
Abstentions are included

Voting Results:

Item 2 – Say on Pay (Management proposal) – 95.28% Voting in Favor
Item 4 – Right to Act by Written Consent (J. Chevedden) -37.09% Voting in Favor

PG&E Corporation (PCG)

6/21/19 Annual Meeting
Abstentions are not included

Voting Results:

Item 4 – Say on Pay (Management proposal) – 93.63% Voting in Favor
Item 5 – Corporation Structure Reform (J. Zhao) – 13.49% Voting in Favor
Item 6 – Proxy Access Amendments (J. Chevedden) – 34.85% Voting in Favor

DuPont de Nemours, Inc. (DD)

6/25/19 Annual Meeting
Abstentions are not included

Voting Results:

Item 2 – Say on Pay (Management proposal) – 93.56% Voting in Favor
Item 4 – Right to Act by Written Consent (Undisclosed proponent) – 47.17% Voting in Favor
Item 5 – Report on Executive Compensation (United Steelworkers Int'l Union) – 6.69% Voting in Favor
Item 6 – Report on Climate Change-Induced Flooding and Public Health (As You Sow) – 7.00% Voting in Favor
Item 7 – Report on Plastic Pollution (Undisclosed proponent) – 6.74% Voting in Favor

CarMax, Inc. (KMX)