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Proxy Monitor 2022 Voting Results: Mid-Season Review

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Proxy Monitor 2022 Voting Results: Mid-Season Review

May 19, 2022
Legal ReformCorporate Governance

Editor’s note: Data on shareholder votes for America's 250 largest public companies during the 2022 proxy season are available on the publicly available (and fully sortable) Proxy Monitor database.

Mid-Season Review

By May 13, the proxy season—when America’s publicly traded companies hold annual meetings—has reached its midpoint. Among the 250 largest such companies, by revenues, 133 have now held annual meetings. At 80 of these 133 companies, shareholders have voted on proposals submitted by shareholders under rules promulgated by the Securities and Exchange Commission.

To date, 215 of the Fortune 250 companies have filed proxy statements in advance of annual meetings. The number of shareholder proposals is up. Indeed, large publicly traded companies that have filed proxy statements so far this year have faced more shareholder proposals, per company, than in any year historically in the Proxy Monitor database, which dates back to 2006. (Companies this year, so far, have averaged 1.6 shareholder proposals per company.) This result is rather remarkable, given that certain past campaigns targeted a large percentage of companies with shareholder proposals seeking, e.g., executive compensation advisory votes, de-staggering directors’ board terms, disclosing corporate political spending, or granting shareholders “proxy access” to nominate candidates for director. 

The reason for this uptick in the number of shareholder proposals is almost certainly the SEC’s announced staff decision in November to jettison longstanding guidance that socially oriented shareholder proposals had to be material to a company’s business to be placed on proxy ballots. Fully 60% of all shareholder proposals on company proxy ballots this year involve environmental or social issues—an all-time high percentage. The 2022 proxy season may be just the beginning of this upward trend, given that the November SEC staff guidance announcement was relatively close to proxy season filing deadlines.

This shareholder voting report lists 42 companies that have publicly reported proxy voting results from late April through May 13—including all those Fortune 250 companies holding votes on shareholder proposals, or at which management-filed executive compensation advisory votes (“say on pay”) fell below 70%, a level deemed significant by the proxy advisory firm Institutional Shareholder Services (ISS). Seven companies faced at least four shareholder proposals: delivery company United Parcel Service (UPS) (six proposals); pharmaceutical companies Abbott Labs (five proposals), AbbVie, Eli Lilly, Gilead Sciences (five), and Pfizer (five); and conglomerate Berkshire Hathaway.

Within this group of companies, four shareholder proposals received majority shareholder support over board opposition:

  • A proposal at Gilead Sciences seeking to reduce the threshold percentage of shareholders required to call a special meeting to 10%, introduced by corporate gadfly John Chevedden (57% shareholder support)
  • An identical proposal at Conoco Phillips, introduced by Chevedden-allied corporate gadfly Kenneth Steiner (53% support)
  • A proposal at AbbVie seeking to require shareholder ratification of any termination payouts exceeding 2.99x of an executive’s total pay, introduced by Steiner (50.1% support)
  • A proposal at Waste Management asking the board to conduct a “civil rights audit,” introduced by the International Brotherhood of Teamsters (55% support)

In addition, a shareholder proposal at Dominion Energy, asking the board to commission a report on the risks and impacts of natural gas use, received 80% shareholder support, after the board did not take a position opposing the proposal.

The Waste Management proposal is the sixth shareholder proposal principally related to social or environmental concerns to receive majority shareholder support over board opposition, among ten such shareholder proposals overall. The Waste Management proposal parallels similar proposals to win majority shareholder backing at Apple (“civil rights audit”) and Johnson & Johnson (“racial equity audit”).  Until quite recently, large company shareholder proposals concerning environmental and social topics never received majority shareholder support over board opposition.

None of the 42 companies covered in this voting report failed to receive the votes of less than a majority of shareholders in executive compensation (“say on pay”) advisory votes. Six received less than 70% support, deemed significant by some proxy advisors: ConocoPhillips, CSX, General Electric, Las Vegas Sands, Philip Morris International, Valero Energy. A seventh, Kraft Heinz, received only 71% shareholder support in its say-on-pay vote, notwithstanding that Berkshire Hathaway and 3G Funds hold 42% of the company’s outstanding shares.

To see all vote results from the 2022 proxy season and learn more, visit Proxy Monitor.

Below is a recap of 2022 Annual Meeting voting result information recently filed with the SEC for companies and proposals included within the ProxyMonitor database. Following the item number is a brief title of the proposal. Information within parentheses following the title identifies the proponent; where there is more than one proponent, only the lead proponent is named herein. Additional information is available on the ProxyMonitor.org website, please see below. We encourage you to visit the site to learn more.

Cigna Corporation (CI)


4/27/22 Annual Meeting Abstentions are included in voting totals.Voting Results:Item 4 – Special Meetings: Reduce Ownership Requirement to 10% (John Chevedden) – 46.98% Voting in FavorItem 5 – Report on Gender Pay Gap (Proxy Impact) – 32.69% Voting in FavorItem 6 – Report on Political Spending (Clean Yield Asset Management) – 46.04% Voting in Favor 

Marathon Petroleum Corporation (MPC)


4/27/22 Annual MeetingAbstentions are not included for Say on Pay; Abstentions & Broker Non-votes are included for shareholder proposals.Voting Results:Item 7 – Special Meetings: Reduce Ownership Requirement to 10% (John Chevedden) – 40.62% Voting in Favor Item 8 – Amend Executive Compensation Clawback Policy (United Steel & Service Workers International Union (“USW”) – 45.80% Voting in FavorItem 9 – Report on "Just Transition" Related to Climate Change Impact on Workers (International Brotherhood of Teamsters) – 15.97% Voting in Favor 

Textron Inc. (TXT)


4/27/22 Annual MeetingAbstentions are included in voting totals.Voting Results:Item 4 – Special Meetings: Reduce Ownership Requirement to 10% (Kenneth Steiner) – 33.40% Voting in Favor 

Pfizer Inc. (PFE)


4/28/22 Annual MeetingAbstentions are not included in voting totals.Voting Results:Item 4 – Amend Proxy Access Rules (John Chevedden) – 28.98% Voting in FavorItem 5 – Report on Political Expenditures Congruency (National Center for Public Policy Research) – 10.41% Voting in FavorItem 6 – Report on Transfer of Intellectual Property to Potential COVID-19 Vaccine Manufacturers (Oxfam America, Inc.) – 27.37% Voting in FavorItem 7 – Report on Board Oversight of Risks Related to Anticompetitive Practices (Sisters of St. Francis Charitable Trust) – 30.45% Voting in FavorItem 8 – Report on Public Health Costs of Protecting Vaccine Technology (The Shareholder Commons) – 8.71% Voting in Favor 

Valero Energy Corporation (VLO)


4/28/22 Annual MeetingAbstentions are included in voting totals.Voting Results:Item 3 – Say on Pay (Management proposal) – 69.30% Voting in FavorItem 4 – Report on Greenhouse Gas Emissions Targets (Mercy Investment Services) – 42.40% Voting in Favor 

Abbott Laboratories (ABT)


4/29/22 Annual MeetingAbstentions are included in voting totals.Voting Results:Item 4 – Special Meetings – Reduce Ownership Req. to 10% (John Chevedden) – 47.15% Voting in FavorItem 5 – Independent Board Chair (K. Steiner) – 27.75% Voting in Favor  Item 6 – Adopt Policy for Rule 10b5-1 Plans to Avoid Insider Trading (Comptroller of the City of New York) – 48.76% Voting in FavorItem 7 – Report on Lobbying (Unitarian Universalist Assoc.) – 34.52% Voting in FavorItem 8 – Antimicrobial Resistance Report (The Shareholder Commons) – 11.51% Voting in Favor 

DISH Network Corporation (DISH)


4/29/22 Annual Meeting Abstentions are included in voting totals (95% of voting power held by insiders).Voting Results:Item 3 – Report on Political Spending (New York State Common Retirement Fund) – 4.20% Voting in Favor 

Kellogg Company (K)


4/29/22 Annual Meeting Abstentions are included in voting totals.Voting Results:Item 5 – CEO Compensation to Weigh Workforce Pay and Ownership (Undisclosed proponent) – 7.69% Voting in Favor 

Berkshire Hathaway Inc. (BRK-B)


4/30/22 Annual MeetingAbstentions are included in voting totals.Voting Results:Item 2 – Separate Chairman and CEO Roles (National Legal & Policy Center) – 10.67% Voting in FavorItem 3 – Annual Report on Climate Risks & Opportunities (Brunel Pension Partnership Ltd. & co-filers) – 26.47% Voting in FavorItem 4 – Report on Greenhouse Gas Emissions (Myra Young) – 26.40% Voting in FavorItem 5 – Report on Workforce Diversity, Equity, & Inclusion (As You Sow) – 25.79% Voting in Favor 

Eli Lilly and Company (LLY)


5/2/22 Annual MeetingAbstentions are not included in voting totals.Voting Results:Item 7 – Separate Chairman and CEO Roles (Legal & General Investment Management America) – 34.54% Voting in FavorItem 8 – Report on Lobbying (SEIU Pension Plans Master Trust) – 37.03% Voting in FavorItem 9 – Disclose Lobbying Activities and Alignment with Public Policy Positions (CommonSpirit Health) – 34.00% Voting in FavorItem 10 – Report Oversight of Risks Related to Anticompetitive Pricing Strategies (Trinity Health) – 22.78% Voting in Favor 

American Express Company (AXP)


5/3/22 Annual MeetingAbstentions are not included in voting totals.Voting Results:Item 4 – Separate Chairman & CEO Roles (Kenneth Steiner) – 22.20% Voting in Favor 

Baxter International Inc. (BAX)


5/3/22 Annual MeetingAbstentions are included in voting totals.Voting Results:Item 6 – Special Meetings: Reduce Ownership Requirement to 10% (John Chevedden) – 34.88% Voting in FavorItem 7 – Separate Chairman & CEO Roles (Kenneth Steiner) – 22.73% Voting in Favor  

Bristol-Myers Squibb Company (BMY)


5/3/22 Annual MeetingAbstentions are included in voting totals.Voting Results:Item 4 – Special Meetings: Reduce Ownership Requirement to 10% (Kenneth Steiner) – 34.33% Voting in FavorItem 5 – Separate Chairman & CEO Roles (Sisters of St. Francis) – 44.58% Voting in Favor 

Omnicom Group Inc. (OMC)


5/3/22 Annual MeetingAbstentions are not included in voting totals.Voting Results:Item 4 – Report on Political Spending (John Chevedden) – 29.31% Voting in Favor 

CSX Corporation (CSX)


5/4/22 Annual Meeting Abstentions are not included in voting totals.Voting Results:Item 3 – Say on Pay (Management proposal) – 59.81% Voting in Favor 

General Dynamics Corp. (GD)


5/4/22 Annual MeetingAbstentions are included in voting totals.Voting Results:Item 4 – Separate Chairman & CEO Roles (John Chevedden) – 39.72% Voting in FavorItem 5 – Human Rights Report (Franciscan Sisters of Allegany) – 24.25% Voting in Favor 

General Electric Company (GE)


5/4/22 Annual MeetingAbstentions are not included in voting totals.Voting Results:Item 2 – Say on Pay (Management proposal) – 65.50% Voting in FavorItem 5 – Cessation of all Executive Stock Option & Bonus Programs (Martin Harangozo) – 1.91% Voting in FavorItem 6 – Shareholder Ratification of Termination Pay (SOC Investment Group) – 36.22% Voting in FavorItem 7 – Employee Representative Director (A. Brown) – 4.68% Voting in Favor   

Gilead Sciences, Inc. (GILD)


5/4/22 Annual MeetingAbstentions are included in voting totals.Voting Results:Item 5 – Separate Chairman & CEO Roles (United Church Funds & co-filers) – 40.34% Voting in FavorItem 6 – Incl. Non-management Employee as Director (Jing Zhao) – 6.68% Voting in FavorItem 7 – Special Meetings: Reduce Ownership Requirement to 10% (John Chevedden) – 56.66% Voting in FavorItem 8 – 3rd Party Review of Lobbying (Maryknoll Sisters of St. Dominic, Inc.& co-filers) – 49.88% Voting in FavorItem 9 – Board Report on Oversight of Risks Related to Anticompetitive Practices (Mercy Investment Services, Inc. & co-filer) – 39.27% Voting in Favor 

PepsiCo, Inc. (PEP)


5/4/22 Annual MeetingAbstentions are not included in voting totals.Voting Results:Item 4 – Separate Chairman & CEO Roles (Kenneth Steiner) – 31.12% Voting in FavorItem 5 – Report on Global Public Policy and Political Influence Outside the U.S. (John Harrington) – 17.63% Voting in FavorItem 6 – Report on Public Health Costs (John Bishop Montgomery Trust) – 13.74% Voting in Favor 

Philip Morris International Inc. (PM)


5/4/22 Annual MeetingAbstentions are not included in voting totals.Voting Results:Item 2 – Say on Pay (Management proposal) – 70.00% Voting in FavorItem 5 – Initiate Production Phase Out of Health-hazardous & Addictive Products by 2025 (Trinity Health & co-filers ) – 1.46% Voting in Favor) 

Alcoa Corporation (AA)


5/5/22 Annual MeetingAbstentions are included in voting totals.Voting Results:Item 4 – Special Meetings: Reduce Ownership Requirement to 10% (Kenneth Steiner) – 38.20% Voting in Favor 

Archer-Daniels-Midland Company (ADM)


5/5/22 Annual Meeting Abstentions are included in voting totals.Voting Results:Item 4 – Special Meetings: Remove One-Year Holding Requirement (John Chevedden) – 5.12% Voting in FavorItem 5 – Report on Pesticide Use in Supply Chains (As You Sow) – 31.74% Voting in Favor 

Duke Energy Corporation (DUK)


5/5/22 Annual Meeting Abstentions are included in voting totals.Voting Results:Item 4 – Special Meetings: Reduce Ownership Requirement to 10% (John Chevedden) – 36.19% Voting in Favor 

Ecolab Inc. (ECL)


5/5/22 Annual MeetingAbstentions are not includedVoting Results:Item 4 – Special Meetings: Reduce Ownership Requirement to 10% (John Chevedden) – 10.09% Voting in Favor 

The Kraft Heinz Company (KHC)


5/5/22 Annual Meeting Abstentions are not included in voting totals.Voting Results:Item 2 – Say on Pay (Management proposal) – 71.21% Voting in FavorItem 5 – Report on Climate Change Water Risk (Mercy Investment Services) – 6.55% Voting in Favor  

United Parcel Service, Inc. (UPS)


5/5/22 Annual MeetingAbstentions are included in voting totals.Voting Results:Item 4 – Report on Lobbying (Boston Trust Walden Co.) – 29.21% Voting in FavorItem 5 – Report on Lobbying Alignment with Paris Climate Agreement (Mercy Investment Services) – 32.66% Voting in FavorItem 6 – Give Each Share an Equal Vote (John Chevedden) – 32.49% Voting in FavorItem 7 – Adopt Verified Science-Based Greenhouse Gas Emissions Reduction Targets (Green Century Capital Mgmt. & co-filers) – 27.52% Voting in FavorItem 8 – Report on Balancing Climate Measures and Financial Returns (Myra K. Young) – 9.73% Voting in FavorItem 9 – Annual Report on Diversity and Inclusion (As You Sow) – 36.21% Voting in Favor 

AbbVie Inc. (ABBV)


5/6/22 Annual Meeting Abstentions are included in voting totals.Voting Results:Item 5 – Separate Chairman & CEO Roles (The Employees' Retirement System of Rhode Island & co-filers) – 30.18% Voting in FavorItem 6 – Shareholder Ratification of Termination Pay Exceeding 2.99x Total Pay (Kenneth Steiner) – 50.10% Voting in FavorItem 7 – Board Oversight of Risks Related to Anticompetitive Practices (Friends Fiduciary Corp. & co-filers) – 32.82% Voting in FavorItem 8 – Report on Political Spending (As You Sow) – 39.32% Voting in Favor 

Colgate-Palmolive Company (CL)


5/6/22 Annual MeetingAbstentions are included in voting totals.Voting Results:Item 4 – Shareholder Ratification of Termination Pay Exceeding 2.99x Total Pay (Kenneth Steiner) – 43.28% Voting in FavorItem 5 – Request for Charitable Donation Disclosure (National Legal & Policy Center) – 4.69% Voting in Favor  

Illinois Tool Works Inc. (ITW)


5/6/22 Annual Meeting Abstentions are included in voting totals.Voting Results:Item 4 – Special Meetings: Reduce Ownership Requirement to 10% (John Chevedden) – 33.91% Voting in Favor  

Marriott International, Inc. (MAR)


5/6/22 Annual Meeting Abstentions are included in voting totals.Voting Results:Item 5 – Report on Costs of Low Wages and Inequality (M. Young) – 9.62% Voting in FavorItem 6 – Separate Chairman & CEO Roles (Humane Society of U.S.) – proposal withdrawn, no vote 

Occidental Petroleum Corporation (OXY)


5/6/22 Annual MeetingAbstentions are included in voting totals.Voting Results:Item 4 – Set Greenhouse Gas Reduction Targets (Follow This) – 16.51% Voting in Favor 

International Paper Company (IP)


5/9/22 Annual MeetingAbstentions and Broker Non-Votes are included.Voting Results:Item 4 – Separate Chairman & CEO Roles (Undisclosed proponent) – 32.63% Voting in FavorItem 5 – Report on Environmental Expenditures (Undisclosed proponent) – 1.46% Voting in Favor 

3M Company (MMM)


5/10/22 Annual MeetingAbstentions are included in voting totals.Voting Results:Item 4 – Report on Environmental Costs (& Prioritization of Risks) (John Bishop Montgomery Trust) – 13.16% Voting in Favor Item 5 – Communist China Audit (Steven Milloy) – 3.24% Voting in Favor 

ConocoPhillips (COP)


5/10/22 Annual MeetingAbstentions are included in voting totals.Voting Results:Item 3 – Say on Pay (Management proposal) – 60.36% Voting in FavorItem 6 – Special Meetings: Reduce Ownership Requirement to 10% (Kenneth Steiner) – 52.81% Voting in Favor Item 7 – Set Emission Reduction Targets to Reduce Greenhouse Gases (Follow This) – 39.44% Voting in FavorItem 8 – Report on Lobbying (National Legal & Policy Center) – 19.61% Voting in Favor 

Cummins Inc. (CMI)


5/10/22 Annual MeetingAbstentions are not included in voting totals.Voting Results:Item 4 – Separate Chairman & CEO Roles (Undisclosed proponent) – 37.05% Voting in Favor 

Danaher Corporation (DHR)


5/10/22 Annual MeetingAbstentions are included in voting totals.Voting Results:Item 4 – Special Meetings: Reduce Ownership Requirement to 10% (Undisclosed proponent) – 43.13% Voting in Favor 

Prudential Financial, Inc. (PRU)


5/10/22 Annual MeetingAbstentions are not included in voting totals.Voting Results:Item 4 – Shareholder Right to Act by Written Consent (John Chevedden) – 12.00% Voting in Favor 

Waste Management, Inc. (WM)


5/10/22 Annual MeetingAbstentions are included in voting totals.Voting Results:Item 4 – Civil Rights Audit (International Brotherhood of Teamsters) – 54.46% Voting in Favor 

American International Group, Inc. (AIG)


5/11/22 Annual MeetingAbstentions are not included in voting totals.Voting Results:Item 4 – Special Meetings: Reduce Ownership Requirement to 10% (Kenneth Steiner) – 38.49% Voting in Favor 

Dominion Energy, Inc. (D)


5/11/22 Annual MeetingAbstentions are not included in voting totals.Voting Results:Item 5 – Special Meetings: Reduce Ownership Requirement to 10% (Undisclosed proponent) – 33.15% Voting in FavorItem 6 – Adopt Greenhouse Gas Reduction Targets (Undisclosed proponent) – 15.76% Voting in FavorItem 7 – Report on Risk and Impacts of Natural Gas Use (Undisclosed proponent) – 80.13% Voting in Favor (The Board made no voting recommendation, either For or Against) 

Phillips 66 (PSX)


5/11/22 Annual MeetingAbstentions are included in voting totals.Voting Results:Item 5 – Greenhouse Gas Emissions Reduction Targets (Follow This) – 35.63% Voting in FavorItem 6 – Report on Shift to Recycled Polymer for Single-Use Plastics (As You Sow) – 49.84% Voting in Favor 

Las Vegas Sands Corp. (LVS)


(57% of the o/s held by insiders)5/12/22 Annual MeetingAbstentions are not included in voting totals.Voting Results:Item 3 – Say on Pay (Management proposal) – 65.74% Voting in Favor

Photo by Hafizov/iStock

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