In The News Research & Reports Alerts & Blog About
2013 Proxy Season Roundup: Shareholder Resolutions

CookESG recently reviewed five hundred and two shareholder-sponsored resolutions voted during the 2013 U.S. proxy season (July 2012 to June 2013).1

Two-thirds are governance-related: board practices, executive pay, director elections, shareholder rights and shareholder value.  These averaged 41% support, slightly down on the 10-year high of 45% in 2009.

One-third address social and environmental issues and received an average 21% support, which is a 10-year high.

As in previous years, average abstentions are higher on social and environmental issues (11%) than on governance issues (1%). Institutions’ proxy voting guidelines reflect different levels of clarity on these issues.

Hot Asks in 2013:

  • Declassify board of directors.
  • Elect directors by a majority affirmative vote of shareholders.
  • GHG emissions: report fugitive emissions, adopt quantitative emission reduction goals, disclose emissions.
  • Disclose Political contributions policies and expenditures.
  • No accelerated vesting of equity awards upon change in control.
  • Independent board chairperson.

New Asks in 2013:

  • Benchmarked target awards not to exceed 50th percentile of peers (4)
  • Set multiple weighted individual and business performance metrics (2)
  • Recommend candidate with governance expertise (1)
  • Disclose fugitive methane emissions (3)
  • Reduce risk in energy portfolio (2)
  • Disclose GHG emissions from lending portfolio (1)

Individuals were the most prolific filer category.  A handful of shareholder advocates filed 80% of all individual-filed resolutions in 2013 and averaged 40% support.  Pension and labour funds led the filing on 43% of governance resolutions and one third of social and environmental resolutions where proxies named the filer.  Labor funds led 46% of executive pay resolutions and pension funds focused on board declassification, director elections majority vote standard and sexual orientation and non-discrimination policy. SRI, faith-based and mission-driven foundation investors mostly led on social and environmental resolutions, but co-filed on a number of governance resolutions.

The most prolific institutional lead filers in 2013 include (in order): New York City Retirement Systems and Pension Funds, New York State Retirement Funds, AFSCME, CalSTERS and AFL-CIO.

Not including seven floor resolutions, three company-specific resolutions and a resolution opposing a company’s position on the Patient Protection and Affordable Care Act.