ICCR's 2017 Proxy Resolutions and Voting Guide

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2017 ICCR Proxy Season Overview

ICCR has published the Proxy Book annually since 1974. This year’s guide presents the 283 resolutions filed by ICCR members — whether as lead or co-filer — as of January 27. While ICCR member-sponsored resolutions constitute a large part of the entire universe of ESG resolutions filed each year, still others are filed by institutional and individual investors unaffiliated with our coalition. This is particularly true with regards to governance resolutions, of which  ICCR members file roughly 1/3 to ½ of all those filed.

The number of resolutions filed by ICCR members rose, from last year’s 257 to 283 – this increase isa continuation of a trend we’ve seen for the last 5 years. The total number of companies receiving resolutions this year is down slightly to 165 from 182 last year.

ICCR members have already negotiated 28 substantive agreements with companies, and have withdrawn their resolutions as a result. Successes include: 

  • Exxon’s appointment of a climate scientist to its board of directors.
  • Two companies -- Jack in the Box and Restaurant Brands International -- made commitments to curb or phase out medically important antibiotics used in chicken.
  • Wells Fargo agreed to revise its bylaws to separate its CEO and Board Chair roles.
  • And Valeant agreed to clawback executive incentive pay for misconduct

Investor concerns about climate change (66) as well as corporate influence through lobbying and political spending (48) continue to dominate as themes, followed by inclusiveness (46).

This year filings increased significantly related to climate change (up 14), health (also up 14), and inclusiveness/diversity issues (up 17).

In response to mounting anxiety about climate risks to business, ICCR members filed a record number of resolutions addressing climate-related topics, 13 more than in the previous year. 66 of these dealt primarily with climate change, and for instance, called on companies to develop business plans for a 2C warming scenario; to reduce their methane leaks; and cut their GHG emissions using science-based targets. In terms of companies, ICCR’s members are prioritizing heavy emitters such as electric utilities and power companies.

Members also filed an additional 38 resolutions addressing climate change indirectly, via the lenses of lobbying, food, and water.   

After climate change, filings addressing corporate lobbying and political contributions disclosure formed the second major stream of ICCR member filings, with 48 resolutions.  While 16 dealt with lobbying in general, an additional 21 emphasized climate change in particular. 10 resolutions addressed companies’ political contributions.  

Resolutions on diversity and inclusiveness represented the third major stream of resolutions this year. The bulk of these filings called for greater board and workplace diversity – long areas of investor concern, while a new crop of 8 resolutions addressed the gender and race pay gap. A new resolution addressed the business risks of operating in states with anti-LGBT legislation.  Investors also called out inconsistencies between BlackRock’s EEO policy, which prohibits discrimination on the basis of sexual orientation and gender identity, and itsproxy voting record.

25 resolutions this year dealt with corporate governance themes. A large group of these asked that resolutions be decided by a simple majority of the votes cast FOR and AGAINST – a vote-counting method that excludes abstentions. Another cluster called for separation of CEO and Chair roles.  

22 resos were filed on a variety of environmental & sustainability topics, including fracking, recycling, sustainability reporting and integrating sustainability metrics into executive pay.

As part of a campaign related to ICCR’s food work, 6 resolutions called on companies to end the non-therapeutic use of antibiotics in animal agriculture. Austin Wilson will tell us more about this campaign shortly. Five resolutions addressed the deforestation impacts of ag commodities like palm oil, soy and sugar cane. There was a new resolution filed by Green Century that spoke to consumer demand for sustainable plant-based protein. Last year’s proposal calling on companies to join the Fair Food Program returned for a second year, as did a resolution on corporate food waste. The resolutions on food highlight the diversity of initiatives our members are tackling under the food umbrella.

ICCR members filed several human rights resolutions that asked corporations to adopt principles for minimum wage reform. As part of ICCR’s ethical recruitment initiative, other human trafficking resolutions emphasizing ethical labor recruitment called for companies to implement “no fees” policies. A new resolution that emerged out of ICCR’s “Fair Chance Hiring” initiative challenged companies on their use of criminal background checks in hiring decisions, and asked them to evaluate the risk of racial discrimination that may result. Another resolution called attention to the genocide in Burma.

Filings on health-related issues were up sharply as a result of an investor push on drug pricing transparency with major U.S. pharma companies.  There were also 5 resolutions addressing tobacco including one at Walgreens pharmacies requesting reporting around the financial risks posed by its continued tobacco sales. The resolution was challenged and didn’t make it onto the proxy, but the shareholder advocacy around this did receive a great deal of attention.

Filings on water-related topics doubled this year, due to concern over water impacts and indigenous people’s rights as a result of the attempted construction of the Dakota Access Pipeline, and how it is being financed. Investors also filed human right to water resolutions with water utilities, highlighting leaking pipes, high contaminant levels, and failing infrastructure, in an effort to prevent further water crises like that which is still taking place in Flint, Michigan.

Under the financial practices and risk umbrella, Wells Fargo received 2 resolutions this year asking for 1) a report on its business standards and risk management practices, 2) and to tie executive pay to its sustainability performance and ethical business conduct. These resolutions were a direct response to the large CFPB fines the company received this fall.  

New Topics This Year:

  • Dakota Access Pipeline (DAPL)
  • Climate Change Impacts of Increased Biomass Use
  • Sustainable Protein
  • Criminal Background Checks in Hiring Decisions
  • Gender Pay Gap
  • Non-Discrimination Policies in States with Discriminatory LGBT Laws
  • Proxy Voting Policies – LGBT issues

Further Resources:

Read the 2017 Proxy Resolutions and Voting Guide Executive Summary or download the full report.  On February 13th ICCR hosted a webinar to provide an overview of the upcoming proxy season in advance of the public release of the Guide. Listen to the webinar recording.  Or, view the side deck here.

You can compare this season's resolutions with last year's in ICCR's 2017 Proxy Resolutions and Voting Guide. The Guide outlines the proxy season and contextualizes the 283 resolutions that were filed by ICCR members, with a deeper dive on several key campaigns they are leading. Read the Executive Summary or download the full report

On February 13th ICCR hosted a webinar to provide an overview of the upcoming proxy season in advance of the public release of the Guide. Listen to the webinar recording.  Or, view the side deck here.

Please feel free to share these resources with your networks.  


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