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Proxy Monitor 2020: Voting Results are In: Amazon, Chevron, McDonald's, and More

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Proxy Monitor 2020: Voting Results are In: Amazon, Chevron, McDonald's, and More

June 2, 2020
Legal ReformCorporate Governance

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:

Second Climate-Related Proposal Wins Support

Through May 27, among America’s 250 largest publicly traded companies, tracked in the Manhattan Institute’s Proxy Monitor database, 147 had filed voting results from this year’s annual meetings.  Companies have generally held “virtual” meetings in the 2020 proxy season. Of the 17 Fortune 250 companies reporting annual-meeting voting results since last week’s update, 14 faced at least one shareholder proposal, led by Amazon with 12 and Chevron with seven. Other companies facing multiple shareholder proposals that came to a vote included DuPont, Home Depot (four), McDonalds, Merck, NextEra Energy, Northup Grumman, Southwest Airlines (three), and United Airlines (three). In total, 14 companies faced 43 proposals.

Only one of the 43 shareholder proposals was supported by a majority of shareholders:

Although environment-related proposals continue to get significantly more shareholder support than in years past, they still rarely win the support of a majority of voting shareholders at big corporations. The BNP Paribas-sponsored proposal asking Chevron for a report on its climate lobbying was the second environment-related shareholder proposal to win majority shareholder backing at a Fortune 250 company this year. Earlier, 54% of shareholders supported a proposal Phillips 66 asking for a report on risks in Gulf Coast petrochemical operations. A proposal quite similar to the one that won majority support at Phillips was introduced at Chevron by the social-investing umbrella group As You Sow, also received 46%; a third Chevron environmental proposal, seeking a board committee on climate, was introduced by corporate-gadfly investor Jim McRitchie and received the support of only 8% of voting shareholder. 

Overall, 12 environmental shareholder proposals to date have come to a vote, among 19 introduced. This constitutes a dropoff from recent years. In part, this may be due to the SEC shifts in its no-action posture; as noted last week ExxonMobil and Chevron excluded several environment-related shareholder proposal from its proxy ballot this year. Also, some companies—feeling increased environmental activism from some institutional investors may be leading at least some companies to negotiate more with the sponsors of environment-related proposals.

Other common proposals this year are:

  • Governance: Seeking to empower shareholders to act by written consent. (33 of 38 have come to a vote; one received 51% voting shareholder support at Stanley Black & Decker.)
  • Governance: Seeking to split the chairman and CEO roles. (28 have come to a vote, of 34 introduced. Two received majority support: at Baxter, introduced by Kenneth Steiner (55%); and at Boeing, introduced by John Chevedden (52%)). 
  • Governance: Seeking new or altered shareholder rights to call a special meeting. (15 have come to a vote, of 18 introduced. One passed, with 52%, at Verizon.)
  • Governance: Seeing amendment to proxy access rule. (Eight have come to a vote, of 11 introduced. None received majority support.)
  • Governance: Eliminate shareholder supermajority voting provisions. (Seven of 8 shareholder proposals have come to a vote; all seven won majority support, sometimes with board recommendations to vote “for” the proposal.)
  • Social: Seeking a report on political spending or lobbying. (24 have come to a vote, of 32 introduced. One received majority support, a political-spending-only proposal at Centene, introduced by the Friends Fiduciary Group, which received 51% support.)
  • Social: Seeking a report on gender or racial pay gap. (Ten of 12 introduced have come to a vote. None got majority support.)
  • Social: Human-rights-related proposals. (Eight of 11 introduced have come to a vote. None got majority support.)

Overall then, twelve shareholder proposals have received majority support from voting shareholders at Fortune 250 companies to date. Seven of these involved eliminating supermajority voting requirements from voting shareholder. Three involved social or policy issues: the environmental proposals at Chevron and Phillips 66; and a political-lobbying proposal at Centene.

To see the all vote results from the 2020 proxy season and learn more, visit Proxy Monitor.

Northrop Grumman Corporation (NOC)


5/20/20 Annual Meeting
Abstentions are not included

Voting Results:
Item 4 – Report on Human Rights Impact Assessment (Sisters of St. Dominic & co-filers) – 24.16% Voting in Favor
Item 5 – Amend Right to Act by Written Consent (J. Chevedden) – 27.82% Voting in Favor

United Airlines Holdings, Inc. (UAL)


5/20/20 Annual Meeting
Abstentions are included

Voting Results:
Item 4 – Right to Act by Written Consent (J. Chevedden) – 24.09% Voting in Favor
Item 5 – Report on Lobbying (Nathan Cummings Foundation) – 28.64% Voting in Favor
Item 6 - Climate Lobbying Report (BNP Paribas Asset Mgmt.) – 31.27% Voting in Favor

The Home Depot, Inc. (HD)


5/21/20 Annual Meeting
Abstentions are not included

Voting Results:
Item 4 – Amend Right to Act by Written Consent (J. Chevedden)- 19.39% Voting in Favor
Item 5 - Report on EEO-1 Disclosure (Benedictine Sisters & co-filers) – 35.83% Voting in Favor
Item 6 – Require Senior Execs Retain Significant Stock Post-Termination (As You Sow) – 26.35% Voting in Favor
Item 7 - Report on Political Spending (Tara Health Foundation) – 32.99% Voting in Favor

Lear Corporation (LEA)


5/21/20 Annual Meeting
Abstentions are included

Voting Results:
Item 4 – Report on Human Rights Impact Assessment (Undisclosed proponent) – 44.32% Voting in Favor

McDonald's Corporation (MCD)


5/21/20 Annual Meeting
Abstentions are included

Voting Results:
Item 5 - Reduce Special Meetings Ownership Req. to 15% (J. Chevedden) – 42.29% Voting in Favor
Item 6 - Report on Sugar and Public Health (J. Harrington) – 9.25% Voting in Favor

The Mosaic Company (MOS)


5/21/20 Annual Meeting
Abstentions are not included

Voting Results:
Item 4 – Right to Act by Written Consent (K. Steiner) – 35.82% Voting in Favor

NextEra Energy, Inc. (NEE)


5/21/20 Annual Meeting
Abstentions are not included

Voting Results:
Item 4 – Report on Political Spending (Undisclosed proponent) – 38.90% Voting in Favor
Item 5 - Right to Act by Written Consent (Undisclosed proponent) – 45.20% Voting in Favor

Southwest Airlines Co. (LUV)


5/21/20 Annual Meeting
Abstentions are not included

Voting Results:
Item 4 - Independent Board Chairman (K. Steiner) – 20.35% Voting in Favor
Item 5 - Right to Act by Written Consent (J. Chevedden) – 9.43% Voting in Favor
Item 6 - Report on Lobbying (SEIU Pension Master Trust) – 25.99% Voting in Favor

Xcel Energy Inc. (XEL)


5/22/20 Annual Meeting
Abstentions are not included for SOP, are included for shareholder proposals

Voting Results:
Item 4 – Report on Voluntary Climate-Related Activities (Steven Milloy) – 3.27% Voting in Favor

Merck & Co., Inc. (MRK)


5/26/20 Annual Meeting
Abstentions are not included

Voting Results:
Item 4 – Right to Act by Written Consent (K. Steiner) – 42.11% Voting in Favor
Item 5 – Allocation of Corporate Tax Savings (Oxfam America, Inc.) – 3.28% Voting in Favor

Amazon.com, Inc. (AMZN)


5/27/20 Annual Meeting
Abstentions are included

Voting Results:
Item 5 - Annual Report on Management of Food Waste (Undisclosed proponent) – 31.71% Voting in Favor
Item 6 – Report on Customer Use of Technologies to Determine if Contribute to Human Rights Violations (Sisters of St. Joseph & co-filers ) – 31.80% Voting in Favor
Item 7 – Report on Impact of Facial Recognition Technology on Civil Rights (Undisclosed proponent) – 31.72% Voting in Favor
Item 8 - Report on Efforts to Address Hate Speech and Sale of Offensive Products (Undisclosed proponent) – 34.65% Voting in Favor
Item 9 - Independent Board Chair (Undisclosed proponent) – 16.15% Voting in Favor
Item 10 - Report on Gender/Racial Pay Equity (Undisclosed proponent) – 15.15% Voting in Favor
Item 11 - Report on Efforts to Identify & Reduce Pollution Impact on Communities of Color (Undisclosed proponent) – 6.09% Voting in Favor
Item 12 - Viewpoint Discrimination Risk Reporting (Undisclosed proponent) – 1.50% Voting in Favor
Item 13 - Report on Promotion Data (Undisclosed proponent) – 12.08% Voting in favor
Item 14 - Special Meetings - Reduce Required Ownership to 20% (Undisclosed proponent) – 36.62% Voting in Favor
Item 15 - Human Rights Impact Assessment (Oxfam America & co-filers) – 30.00% Voting in Favor
Item 16 - Report on Lobbying (Undisclosed proponent) – 29.90% Voting in Favor

Chevron Corporation  (CVX)


5/27/20 Annual Meeting
Abstentions are not included

Voting Results:
Item 4 – Report on Lobbying (Undisclosed proponent) – 28.60% Voting in Favor
Item 5 - Create Board Committee on Climate Risk (Undisclosed proponent) – 8.20% Voting in Favor
Item 6 - Report on Climate Lobbying (BNP Paribas Asset Mgmt.) – 53.50% Voting in Favor
Item 7 - Report on Petrochemical Risk (As You Sow) – 46.00% Voting in Favor
Item 8 - Report on Human Rights Practices (Sisters of St. Francis & co-filers) – 16.70% Voting in Favor
Item 9 - Special Meetings - Reduce Required Ownership to 10% (Undisclosed proponent) – 34.30% Voting in Favor
Item 10 - Independent Board Chair (Undisclosed proponent) – 26.90% Voting in Favor

DuPont de Nemours, Inc. (DD)


5/27/20 Annual Meeting
Abstentions are not included

Voting Results:
Item 5 – Special Meetings - Reduce Required Ownership to 10% (K. Steiner) – 45.03% Voting in Favor
Item 6 – Employee Board Advisory Position (Int'l Bro. of DuPont Workers) – 4.40% Voting in Favor

Tenet Healthcare Corporation (THC)


5/28/20 Annual Meeting
Abstentions are not included

Voting Results:
Item 4 – Independent Board Chair (Intl. Bro. of Teamsters General Fund) – 14.30% Voting in Favor

Photo by Motortion/iStock

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