Back Policy/Litigation
Policy/Litigation
Back Resolutions
Resolutions
Back Current Initiatives
Current Initiatives
Back Donate
Donate
Default image for pages

 

Resolution Details

Company:

Chevron Corp.

Year:

2024

Issue Area:

Corporate Governance

Focus Area:

CEO and Chair Separation

Status:

Withdrawn – Tactical/Dialogue

Resolution Text

Chevron Corporation (“Chevron” or “Company”) would benefit from a Board Chair who is independent from the CEO.

An independent Chair would reduce both risk and cost to stockholders by improving oversight, enhancing accountability, and ensuring appropriate levels of attention are paid to averting significant liabilities.

Chevron faces a range of negative situations; including, it:

1. Is liable for $55 billion in judgments and seizure claims globally (including interest).1 

2. Has been charged with violating the Foreign Corrupt Practices Act in eight countries.1

3. Has been charged with refusing to comply with cleanup mandates in fifteen countries, including the United States.1 

The largest of these is the $9.5 billion judgment against Chevron by the Ecuadorian Supreme Court for devastating oil pollution there.

4. Has been charged in a new 2023 case filed at the Inter-American Commission on Human Rights. 

5. Has been charged with destroying critical biodiversity around the globe.1

These situations harm Chevron and its stockholders, whether-or-not any particular case results in an adverse judgement. This is because:

a. Reputational harm accumulates and cannot be erased – which damages Chevron’s ability to attract and retain key talent.

b. Countries could balk at forming strategic alliances with Chevron, resulting in lost contracts – which nearly happened recently involving the State of Israel.

c. Future cleanup judgements could be rendered. This happened in Ecuador – which has resulted in billions of dollars spent over decades of litigation, but still without settlement.

Regarding this case, Chevron’s principal witness, Alberto Guerra, recanted his testimony and admitted that (a) Chevron paid him nearly $500,000 and (b) Chevron’s law firm – Gibson Dunn & Crutcher – coached him extensively before he delivered false testimony.

d. This is in addition to the $55 billion in pending legal claims. No sober appraisal would conclude that every one of these claims can be avoided.

By some assessments, this record evidences a shortfall in oversight – which can happen when the checks-and-balances of independent thinking and diverse leadership is missing.

THEREFORE, BE IT RESOLVED: Chevron stockholders ask the Board to adopt a policy – commencing with the next CEO transition – which mandates that the Board Chair be an independent member of the Board of Directors whenever possible (amending the bylaws as necessary). If the Board determines that a Chair has lost their independence, within a reasonable period it shall select a new Chair who fulfills the mandate of independence.

1 An authoritative report – Chevron’s Global Destruction – is an expansive compendium of documented legal actions filed against Chevron and its subsidiaries globally. This report was the focus of a U.S. House Oversight Committee hearing entitled Fueling the Climate Crisis: Exposing Big Oil’s Disinformation Campaign to Prevent Climate Action. 71% of the cases detailed in this report indicate grave violations of rights to land, life, and safety; and of these, 65% allege severe human rights abuses. https://docs.house.gov/meetings/GO/GO00/20211028/114185/HHRG-117-GO00-20211028-SD018.pdf

 

 

Resolution Details

Company:

State Street Corporation

Year:

2024

Issue Area:

Climate Change, Corporate Governance, Inclusiveness

Focus Area:

Proxy Voting Disclosure

Status:

Withdrawn – Tactical/Dialogue

Resolution Text

RESOLVED STATEMENT: Shareowners request that the Board of Directors initiate a review of both SSgA’s 2023 proxy voting record and proxy voting policies related to diversity and climate change, prepared at reasonable cost, omitting proprietary information.

SUPPORTING STATEMENT: Proponents suggest the review include the following among other topics:

· Any misalignment of SSgA’s policy and voting record with reducing emissions consistent with the Paris Agreement, industry initiatives of which SSSgA is part and SSgA’s own stated policies.

· A comparison with the voting record of other major investment firms and mutual funds.

· Recommendations for strengthening voting guidelines on climate-related issues.

State Street Global Advisors (SSgA) is a respected global leader in the financial services industry. SSgA understands the materiality of climate risk and its negative impact on companies and the economy, however the firm’s voting record on climate-related proposals has dropped dramatically putting it far behind many other investment firms. According to ShareAction’s 2022 ranking of the top 68 managers’ voting record on 252 shareholder proposals, SSgA ranked 61st of 68 asset managers assessed, supporting only 29% of overall proposals, and only 30% of environmental resolutions. And in 2023 SSgA votes declined further on climate and racial justice resolutions, for example voting for only 25% of climate resolutions (16 out of 65 according to NPX filings of S&P 500 companies provided by Diligent).

This proxy voting record seems inconsistent with SSgA’s membership in several investing initiatives:

· The Principles for Responsible Investment, a global investor network representing more than $120 trillion in assets urges investors to vote on ESG issues and “prioritize addressing systemic sustainability issues”.

· The Net Zero Asset Managers Initiative commitment to a voting policy consistent with achieving net zero emissions by 2050.

· Climate Action 100+, an investor initiative urging the world’s largest greenhouse gas emitters to reduce emissions consistent with the Paris Agreement, flags votes for its members; SSgA lagged peers, voting for only 5 of 20 flagged proposals.

When voting SSgA looks primarily at near-term risk created for a specific company. Such an approach is shortsighted and fails to acknowledge a multitude of physical and transition-related risks.

In addition, proxy voting that appears to ignore the full scope of climate risks creates reputational and business risk for SSgA, especially with global clients committed to sustainability and concerned about the broader economic impact of climate change.

Similarly, we believe diversity issues are of material importance to companies and investors. For years, SSgA been a diversity leader and champion of women on company boards and is famous for the “Fearless Girl” statue on Wall Street. But the proxy voting record on diversity and inclusion issues did not reflect SSgA’s stated positions on diversity.

We further believe it is SSgA’s fiduciary responsibility to consider the impacts of climate and diversity risks on both portfolio companies and portfolios as a whole and vote accordingly. Thus, we request this special review.

 

​

Resolution Details

Company:

Halliburton Company

Year:

2023

Issue Area:

Human Rights & Worker Rights, Inclusiveness

Focus Area:

Equal Employment Opportunity (EEO)

Status:

Withdrawn – Tactical/Dialogue

Resolution Text

BE IT RESOLVED: Shareholders request that Halliburton Co. (“Halliburton”) report to shareholders on the effectiveness of the Company’s diversity, equity, and inclusion efforts. The report should be done at reasonable expense, exclude proprietary information, and provide transparency on outcomes, using quantitative metrics for hiring, retention, and promotion of employees, including data by gender, race, and ethnicity.

SUPPORTING STATEMENT: Quantitative data is sought so investors can assess and compare the effectiveness of companies’ diversity, equity, and inclusion programs.

WHEREAS: Halliburton has not shared sufficient quantitative hiring, retention, and promotion data to allow investors to determine the effectiveness of its human capital management programs. Best practice disclosure includes hiring, retention, and promotion rate data by gender, race, and ethnicity in line with Equal Employment Opportunity Commission (EEOC) defined categories.

Between September 2020 and September 2022, S&P 100 companies increased by 298 percent their release of hiring rate data by gender, race, and ethnicity; retention rate data by 481 percent; and promotion rate data by 300 percent.1 Companies that release, or have committed to release, more inclusion data than Halliburton include ConocoPhillips, Eversource Energy, NextEra Energy, and Williams Companies. Halliburton is increasingly a laggard in its decision to continue to withhold these data sets.

Numerous studies have pointed to the benefits of a diverse workforce:

There is a positive association between diversity in management and cash flow, net profit, revenue, and return on equity.2
Companies in the top quartile for gender diversity are 21 percent more likely to outperform on profitability.3
The 20 most diverse companies had an average annual five-year stock return that was 5.8 percentage points higher than the 20 least diverse companies.4

Hiring, promotion, and retention rate data show how well a company manages its workforce diversity. Without this data, investors are unable to assess the effectiveness of a company’s human capital management program.

Companies should look to hire the best talent. However, Black and Latino applicants face hiring challenges. Results of a meta-analysis of 24 field experiments found that, with identical resumes, White applicants received an average of 36 percent more callbacks than Black applicants and 24 percent more callbacks than Latino applicants.5

Promotion rates show how well diverse talent is nurtured at a company. Unfortunately, women and employees of color experience “a broken rung” in their careers; for every 100 men who are promoted, only 86 women are. Women of color are particularly impacted, comprising 17 percent of the entry-level workforce and only four percent of executives.6

Retention rates show whether employees choose to remain at a company. Morgan Stanley has found that employee retention above industry average can indicate a competitive advantage and higher levels of future profitability.7 Companies with high employee satisfaction have also been linked to annualized outperformance of over two percent.8

Investors have reason to be concerned as Halliburton has faced allegations of race, age, and gender discrimination.

1 https://www.asyousow.org/our-work/social-justice/workplace-equity
2 https://www.asyousow.org/report-pages/workplace-diversity-and-financial-performance
3 Ibid
4 https://www.wsj.com/articles/the-business-case-for-more-diversity-11572091200
5 https://hbr.org/2017/10/hiring-discrimination-against-black-americans-hasnt-declined-in-25-years
6 https://wiw-report.s3.amazonaws.com/Women_in_the_Workplace_2021.pdf
7 https://www.morganstanley.com/im/publication/insights/articles/article_culturequantframework_us.pdf
8 https://www.institutionalinvestor.com/article/b1tx0zzdhhnf5x/Want-to-Pick-the-Best-Stocks-Pick-the-Happiest- Companies?utm_medium=email&utm_campaign=The%20Essential%20II%20100721&utm_content=The%20Essential %20II%20100721%20CID_eb103a9e15359075f72a85f7ff534c79&utm_source=CampaignMonitorEmail&utm_term=W ant%20to%20Pick%20the%20Best%20Stocks%20Pick%20the%20Happiest%20Companies

  

​ 

​

Resolution Details

Company:

Amazon.com, Inc

Year:

2023

Issue Area:

Lobbying & Political Contributions

Focus Area:

Political Contributions

Status:

Withdrawn – Tactical/Dialogue

Vote Percentage:

Resolution Text

RESOLVED: The shareholders of Amazon.com Inc. (“Amazon” or “Company”) ask the Company to adopt a policy requiring that, prior to making a donation or expenditure that supports the political activities of any trade association, social welfare organization, or organization organized and operated primarily to engage in political activities, Amazon will require that the organization report, at least annually, the organization’s expenditures for political activities – including the amount spent and the recipient – and that each such report be posted on Amazon’s website.

For purposes of this proposal, “political activities” are:

influencing or attempting to influence the selection, nomination, election, or appointment of any individual to a public office; or

supporting a party, committee, association, fund, or other organization organized and operated primarily for the purpose of directly or indirectly accepting contributions or making expenditures to engage in the activities described in (a).

This proposal does not encompass lobbying spending.

SUPPORTING STATEMENT

As long-term Amazon shareholders, we support transparency and accountability in corporate electoral spending, including indirect political spending that is the subject of this proposal. Misaligned or non- transparent funding creates reputational risk that can harm shareholder value and place a company in legal jeopardy. Without knowing which candidates and political causes its funds ultimately support, our Company cannot assure shareholders, employees, or other stakeholders that its spending aligns with core values, business objectives, and policy positions. Without this information, none of the board, senior management, or shareowners can assess the risks associated with political spending.

The risks are especially serious when giving to trade associations, Super PACs, 527 committees, and “social welfare” organizations – groups that routinely pass money to, or spend on behalf of, candidates and political causes that a company might not otherwise wish to support. The Conference Board’s 2021 “Under a Microscope” report1 details these risks, discusses how to effectively manage them, and recommends the process suggested in this proposal.

Media coverage amplifies the risk a company’s spending can pose, and contributions to third-party groups can also embroil companies in scandal. Public records show Amazon has contributed at least $2.5 million in corporate funds to third-party groups dating to the 2018 election cycle. Beneficiaries of this spending have been tied to attacks on voting rights, efforts to deny climate change, and efforts to impose extreme restrictions on abortion – associations many companies wish to avoid.

It is unclear whether Amazon and its board received sufficient information from these groups to assess (a) the potential risks for the Company and stockholders, and (b) whether the groups’ expenditures align with our Company’s core values, business objectives, and policy positions.

Mandating reports from third-party groups that receive Amazon political money would demonstrate our Company’s commitment to robust risk management and responsible civic engagement.

THEREFORE: We urge a vote FOR the commonsense risk management measures contained in this proposal. 

1 https://www.conference-board.org/publications/Under-a-Microscope-ES

  

​ 

​

Resolution Details

Company:

Marathon Petroleum

Year:

2023

Issue Area:

Climate Change

Focus Area:

Methane Management

Status:

Withdrawn – Tactical/Dialogue

Resolution Text

Whereas, methane is at least 80 times more potent as a greenhouse gas than carbon dioxide over a 20-year period. The Environmental Protection Agency (EPA) reports that 32% of methane emissions from human activities comes from natural gas and petroleum systems.1 According to the United Nations Environment Programme (UNEP), cutting methane is the strongest lever to slow climate change over the next 25 years.2

The EPA methodology used to calculate methane emissions underestimates leakage rates and fails to capture many major leaks, which contribute to climate change and waste valuable product. Studies have found actual emissions to be 50 to 100% higher than reported emissions.3 In certain basins, emissions are more than 10 times industry-disclosed figures.2 Therefore, oil and gas industry scope 1 emissions may be significantly higher than currently reported. Methane emissions estimates improve when direct measurement methodologies are used and when emissions are identified by source type and at a site or facility level as shown by the Oil and Gas Methane Partnership (OGMP)4, a multi-stakeholder initiative launched by UNEP committed to improving methane data quality and consistency.

The United States joined the Global Methane Pledge in 2021, committing to use best available inventory methodologies to quantify methane emissions. The same year, investors managing more than $6 trillion supported strong federal methane regulations. Companies responsible for approximately 30% of global natural gas production, including bp, Cheniere, ConocoPhillips and Occidental have joined the OGMP.5 Companies that do not adequately manage methane emissions risk their reputation and license to operate.

Marathon Petroleum Corporation (“Marathon” or “Company”), through its limited partnership MPLX, operates large natural gas gathering and processing networks. MPLX has set targets to reduce its methane emissions, including by employing advanced monitoring technologies, and by quantifying, monitoring, reporting and verifying greenhouse gas emissions at facilities that are part of Cheniere’s supply chain.6 However, Marathon has not taken the critical steps to reduce investor concerns by using direct methane measurement across all operations and reporting on it.

RESOLVED, shareholders request that Marathon issue a report analyzing the reliability of its methane emission disclosures. The report should:

Be made public, omit proprietary information, and be prepared expeditiously at reasonable cost;
Summarize the outcome of efforts to directly measure methane emissions, using recognized frameworks such as OGMP;
Describe any material difference between the Company’s direct measurement results and Company’s reported methane emissions; and
Based on the results, assess whether to alter the Company’s actions to achieve its climate targets.

Supporting Statement: At management’s discretion, we recommend that the report also describe:

The types of source- and site-level measurements used;
Plans to improve emission estimates over time, consistent with frameworks such as OGMP;
Any material difference between third-party direct measurement results and Company’s reported methane emissions; and
Plans to validate emissions estimates and disclosure through third-party audit or evaluation.

1 https://www.epa.gov/ghgemissions/overview-greenhouse-gases
2 https://www.ccacoalition.org/sites/default/files/press/GMA%20Press%20Release%20FINAL.pdf
3 https://www.seas.harvard.edu/news/2021/03/oil-and-natural-gas-production-emit-more-methane-previously-thought, https://www.nature.com/articles/s41467-021-25017-4
4 https://business.edf.org/files/Investors-Guide-to-the-OGMP_09.17.21_FINAL.pdf
5 http://ogmpartnership.com/partners
6 https://www.marathonpetroleum.com/content/documents/Responsibility/2022-MPC-MPLX-ClimateReport.pdf

  

​