Editor’s note: Data on shareholder votes for America's 250 largest public companies during the 2020 proxy season can be found on the publicly available (and fully sortable) Proxy Monitor database.
Analysis by James R. Copland:
Late May Proxy Voting Results
A majority of America’s 250 largest publicly traded companies have now held “virtual” annual meetings in the 2020 proxy season: 130 of the these companies, tracked in the Manhattan Institute’s Proxy Monitor database, had reported voting results by May 22. Of the 21 Fortune 250 companies reporting annual-meeting voting results since last week’s update, 19 faced at least one shareholder proposal, led by JPMorgan Chase with six. Other companies facing multiple shareholder proposals that came to a vote included Altria, CVS, Ford, Intel, Kohl’s, Union Pacific, and UPS.
In total, 32 shareholder proposals came to a vote. (One additional shareholder proposal, at HP, sponsored by Xerox, was withdrawn, as well as an additional proposed director slate it had filed for that company. Xerox ended its hostile takeover bid in the face of the novel-coronavirus pandemic.) No shareholder proposals received majority shareholder support. Three came close:
- HP (5/12) (49.7%): Seeking Shareholder Right to Act by Written Consent (Sponsor: John Chevedden)
- JPMorgan Chase (5/19) (48.7%): Seeking Additional Climate-Change Risk Reporting (Sponsor: As You Sow)
- Anthem (5/21) (49.4%): Seeking to Lower Shareholder Threshold to Call Special Meetings (Sponsor: John Chevedden)
A majority of shareholders voted against three companies in advisory votes on executive compensation: CVS (24% For), Altria (49.3% For), and Intel (49.7% For). Investors in these companies may wish to pay close attention in the coming weeks. Two other companies also fell below 70% shareholder support in say-on-pay advisory votes: Nucor (64%) and Las Vegas Sands (67%).
The relatively high shareholder support for the climate-change-related proposal at JPMorgan shows the increased strength environmentally focused investors have acquired with some institutional investors. Notably, BlackRock, the world’s largest asset manager, this year announced an aggressive new focus on sustainability, including divesting its coal holdings in actively managed funds. As noted in last week’s report, activist shareholders including social-investing funds and the New York City public employee pension fund targeted longtime JPM director Lee Raymond, former ExxonMobil chairman and CEO, with a “vote no” campaign, based on climate-change concerns. Even though Glass Lewis, the second-largest proxy advisory firm, recommended against Raymond, more than 84% of voting shareholders supported retaining him on JPMorgan’s board. Activists did, however, win a partial victory when the company agreed to replace Raymond as independent lead director.
This week, the two petrochemical giants Chevron and ExxonMobil each hold annual meetings on Wednesday, May 27. Each faces shareholder proposals regarding climate change or other environmental risks—although each company also successfully won no-action relief from the SEC and excluded some such proposals from their proxy ballots. CalPERS, the largest state public employee pension fund, has announced support for a shareholder proposal at Chevron seeking additional disclosures of the company’s lobbying on climate-change issues; ExxonMobil excluded a similar proposal from its ballot.
In addition to Chevron and Exxon, the technology companies Amazon and Facebook are also meeting May 27—and facing twelve and eight shareholder proposal, respectively. In addition to multiple corporate-governance-related proposals—including shareholder rights to call special meetings (Amazon), equalizing share voting rights (Facebook), requiring majority shareholder votes to seat directors (Facebook), and splitting chairman and CEO roles (both companies)—each tech giant is also facing a number of social-issue-related proposals. Each tech company faces at least one proposal related to human rights, and each faces a proposal seeking a report listing global pay differentials by race and gender.
To see the all vote results from the 2020 proxy season and learn more, visit Proxy Monitor.
Cummins Inc. (CMI)
5/12/20 Annual Meeting
Abstentions are not included
Voting Results:
Item 4 – Let Shareholders Vote on Bylaw Amendments (Undisclosed proponent) – 4.97% Voting in Favor
HP Inc. (HPQ)
5/12/20 Annual Meeting
Abstentions are included
Voting Results:
Item 5 – Right to Act by Written Consent (J. Chevedden) – 4.97% Voting in Favor
Item 6 - Repeal all Board-Adopted Bylaws without Shareholder Approval in Past Year (Xerox Holdings Corp.) – withdrawn by Xerox; HPQ filed a revised proxy statement explaining Xerox was no longer pursuing an acquisition of HPQ and the resulting Xerox shareholder proposal withdrawal.
American International Group, Inc.(AIG)
5/13/20 Annual Meeting
Abstentions are not included
Voting Results:
Item 6 – Special Meetings - Reduce Ownership Req. to 10% (Undisclosed proponent) – 43.99% Voting in Favor
Kohl's Corporation (KSS)
5/13/20 Annual Meeting
Abstentions are not included
Voting Results:
Item 4 – Right to Act by Written Consent (J. Chevedden)- 7.33% Voting in Favor
Item 5 - Vendor Policy Re Oversight on Animal Welfare (Harrington Investments, Inc.) – 5.13% Voting in Favor
Mondelez International, Inc. (MDLZ)
5/13/20 Annual Meeting
Abstentions are not included
Voting Results:
Item 4 – Consider Employee Pay in Setting CEO Target Pay (AFL-CIO Reserve Fund) – 10.00% Voting in Favor
PPL Corporation (PPL)
5/13/20 Annual Meeting
Abstentions are not included
Voting Results:
Item 4 – Independent Board Chair (K. Steiner) – 44.74% Voting in Favor
Altria Group, Inc. (MO)
5/14/20 Annual Meeting
Abstentions are not included
Voting Results:
Item 5 – Report on Lobbying (Trinity Health) – 31.22% Voting in Favor
Item 6 – Report on Underage Tobacco Prevention Policies (Sisters of St. Francis) – 36.62% Voting in Favor
CVS Health Corp. (CVS)
5/14/20 Annual Meeting
Abstentions are included
Voting Results:
Item 6 – Reduce Ownership Threshold for Action by Written Consent (K. Steiner) – 15.68% Voting in Favor
Item 7 - Independent Board Chair (J. Chevedden) – 20.50% Voting in Favor
Ford Motor Company (F)
5/14/20 Annual Meeting
Abstentions are included
Voting Results:
Item 4 – Give Each Share an Equal Vote (J. Chevedden) – 34.91% Voting in Favor
Item 5 - Report on Lobbying (NYC Pension Funds & co-filer) – 20.08% Voting in Favor
Intel Corporation (INTC)
5/14/20 Annual Meeting
Abstentions are included
Voting Results:
Item 5 - Right to Act by Written Consent (J. Chevedden) – 41.36% Voting in Favor
Item 6 - Report on Gender/Racial Pay Equity (Arjuna Capital) – 8.94% Voting in Favor
Norfolk Southern Corporation (NSC)
5/14/20 Annual Meeting
Abstentions are not included
Voting Results:
Item 5 – Right to Act by Written Consent (J. Chevedden) – 12.92% Voting in Favor
Union Pacific Corporation (UNP)
5/14/20 Annual Meeting
Abstentions are not included
Voting Results:
Item 4 – Independent Board Chair (J. Chevedden) – 28.78% Voting in Favor
Item 5 – Report on Climate Change (J. McRitchie) – 18.78% Voting in Favor
United Parcel Service, Inc. (UPS)
5/14/20 Annual Meeting
Abstentions are included
Voting Results:
Item 4 – Report on Lobbying (Walden Asset Mgmt.) – 23.01% Voting in Favor
Item 5 - Give Each Share an Equal Vote (J. Chevedden) – 28.93% Voting in Favor
Item 6 - Report on Reducing Contribution to Climate Change (Trillium Asset Mgmt.) – 28.81% Voting in Favor
YUM! Brands, Inc. (YUM)
5/14/20 Annual Meeting
Abstentions are included
Voting Results:
Item 4 – Annual Report on Deforestation Reduction Efforts (SumOfUs) – 32.52% Voting in Favor
ITT Corporation (ITT)
5/15/20 Annual Meeting
Abstentions are not included
Voting Results:
Item 4 – Proxy Access Amendments (J. Chevedden) – 30.90% Voting in Favor
Amgen Inc. (AMGN)
5/19/20 Annual Meeting
Abstentions are included
Voting Results:
Item 4 - Independent Board Chair (United Church Funds) – 34.82% Voting in Favor
FirstEnergy Corp. (FE)
5/19/20 Annual Meeting
Abstentions are not included
Voting Results:
Item 6 – Proxy Access Amendments (J. Chevedden) – 28.23% Voting in Favor
JPMorgan Chase & Co. (JPM)
5/19/20 Annual Meeting
Abstentions are included
Voting Results:
Item 4 - Independent Board Chair (K. Steiner) – 41.72% Voting in Favor
Item 5 – Report on Reputational Risk Related to Canadian Oil Sands Lending (Trillium Asset Mgmt. ) – 14.88% Voting in Favor
Item 6 – Climate Change Risk Reporting (As You Sow) – 48.65% Voting in Favor
Item 7 - Reduce Required Shareholding for Right to Act by Written Consent (J. Chevedden) – 10.86% Voting in Favor
Item 8 - Charitable Contributions Disclosure (T. Strobhar) – 2.54% Voting in Favor
Item 9 - Report on Gender/Racial Pay Equity (Arjuna Capital) – 9.38% Voting in Favor
Anthem, Inc. (ANTM)
5/21/20 Annual Meeting
Abstentions are not included
Voting Results:
Item 4 – Special Meetings - Reduce Required Ownership to 10% (J. Chevedden) – 49.35% Voting in Favor