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

 <div class=”col-lg-9 content-page left-side”>
<section class=”section-a-single-resolutions resolutions-info top-content”>
<div class=”resolutions-contain”>
<div class=”top-content”>
<h4>Resolution Details</h4>
</div>
<div class=”bottom-content”>
<div class=”row-info”>
<strong>Company:</strong>
<p>Becton Dickinson and Company</p>
</div>
<div class=”row-info”>
<strong>Year:</strong>
<p>2025 </p>
</div>
<div class=”row-info”>
<strong>Issue Area:</strong>
<p>Corporate Governance </p>
</div>

<div class=”row-info”>
<strong>Focus Area:</strong>
<p>Independent Board Chairs </p>
</div>
<div class=”row-info”>
<strong>Status:</strong>
<p>Withdrawn</p>
</div>

<div class=”row-info”>

</a>
</div>
</div>
</div>
</section>

<section class=”section-b-single-resolutions content-blocks”>
<div class=”top-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>
<h2>Resolution Text</h2>
<p>Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as follows:<br>&nbsp;<br>Selection of the Chairman of the Board the Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer.&nbsp;<br>&nbsp;<br>Whenever possible, the Chairman of the Board shall be an Independent Director.<br>&nbsp;<br>The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.<br><br>It is good to adopt this proposal now in particular because Becton, Dickinson stock has been lackluster since its $274 price in 2020.<br>&nbsp;<br>A lead director is no substitute for an independent board chairman. A lead director cannot call a special shareholder meeting and cannot even call a special meeting of the board. A lead director can delegate most of his lead director duties to others and then simply rubber-stamp it. There is no way shareholders can be sure of what goes on.</p>
<p>&nbsp;<br>​With the current CEO serving as Chair this means giving up a substantial check and balance safeguard that can only occur with an independent Board Chairman.&nbsp;</p>

</div>
</div>
</div>
<div class=”middle-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>

</div>
</div>
</div>

</section>
</div>
<aside class=”col-xl-3 right-side”>
<div class=”column-contain”>

<div class=”position-groups”>
<div class=”row bs-1col node node–type-resolution node–view-mode-resolution-filers-only”>

<div class=”col-sm-12 col-md-8 bs-region bs-region–main”>
<div class=”views-element-container form-group”>
<div class=”view view-eva view-filers view-id-filers view-display-id-entity_view_3 js-view-dom-id-bf3db861c1b79a7db9d17990321b11b2e9d17a83e7514705ae61157ee6f1f933″>

<div class=”view-content”>

<h3>Lead Filer</h3>
<div class=”views-row”>
<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
</div>

</div>

</div>
</div>

</div>
</div>

</div>
</div>
</aside&gt 

 <div class=”col-lg-9 content-page left-side”>
<section class=”section-a-single-resolutions resolutions-info top-content”>
<div class=”resolutions-contain”>
<div class=”top-content”>
<h4>Resolution Details</h4>
</div>
<div class=”bottom-content”>
<div class=”row-info”>
<strong>Company:</strong>
<p>Expedia, Inc.</p>
</div>
<div class=”row-info”>
<strong>Year:</strong>
<p>2025 </p>
</div>
<div class=”row-info”>
<strong>Issue Area:</strong>
<p>Corporate Governance </p>
</div>

<div class=”row-info”>
<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
</div>
<div class=”row-info”>
<strong>Status:</strong>
<p>Withdrawn</p>
</div>

<div class=”row-info”>

</a>
</div>
</div>
</div>
</section>

<section class=”section-b-single-resolutions content-blocks”>
<div class=”top-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>
<h2>Resolution Text</h2>
<p>Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting.</p>
<p>A shareholder right to call for a special shareholder meeting, as called for in this proposal, can help make shareholder engagement meaningful. A shareholder right to call for a special shareholder meeting will help ensure that the&nbsp;Expedia&nbsp;Board and&nbsp;management engages with shareholders in good faith because shareholders will have a viable Plan B by calling for a special shareholder meeting.&nbsp;</p>
<p>To guard against the&nbsp;Expedia Board of Directors becoming complacent shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when the need arises.&nbsp;</p>
<p>This proposal topic is now more important than ever because there has been a mad rush of Board exculpation proposals to limit the financial liability of directors when they violate their fiduciary duty. This is a disincentive for improved director performance.&nbsp;Since a special shareholder meeting can be called to replace a director, adoption of this proposal could foster better performance by our directors.&nbsp;</p>
<p>Companies often claim that shareholders have multiple means to communicate with management but in most cases these means are as effective as mailing a letter to the CEO.</p>
<p>With the widespread use of online shareholder meetings it is much easier for a company to conduct a special shareholder meeting for important issues and&nbsp;Expedia&nbsp;bylaws thus need to be updated accordingly.</p>

</div>
</div>
</div>
<div class=”middle-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>

</div>
</div>
</div>

</section>
</div>
<aside class=”col-xl-3 right-side”>
<div class=”column-contain”>

<div class=”position-groups”>
<div class=”row bs-1col node node–type-resolution node–view-mode-resolution-filers-only”>

<div class=”col-sm-12 col-md-8 bs-region bs-region–main”>
<div class=”views-element-container form-group”>
<div class=”view view-eva view-filers view-id-filers view-display-id-entity_view_3 js-view-dom-id-d73e7f854cfd766602c42ef6df6c3010c257fb503db02115950bd748b2148157″>

<div class=”view-content”>

<h3>Lead Filer</h3>
<div class=”views-row”>
<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
</div>

</div>

</div>
</div>

</div>
</div>

</div>
</div>
</aside&gt 

 <div class=”col-lg-9 content-page left-side”>
<section class=”section-a-single-resolutions resolutions-info top-content”>
<div class=”resolutions-contain”>
<div class=”top-content”>
<h4>Resolution Details</h4>
</div>
<div class=”bottom-content”>
<div class=”row-info”>
<strong>Company:</strong>
<p>Emcor</p>
</div>
<div class=”row-info”>
<strong>Year:</strong>
<p>2025 </p>
</div>
<div class=”row-info”>
<strong>Issue Area:</strong>
<p>Lobbying &amp; Political Contributions </p>
</div>

<div class=”row-info”>
<strong>Focus Area:</strong>
<p>Political Contributions </p>
</div>
<div class=”row-info”>
<strong>Status:</strong>
<p>Withdrawn</p>
</div>

<div class=”row-info”>

</a>
</div>
</div>
</div>
</section>

<section class=”section-b-single-resolutions content-blocks”>
<div class=”top-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>
<h2>Resolution Text</h2>
<p><strong>Resolved</strong>, Shareholders request that EMCOR (EME) provide a report, updated semiannually, disclosing the Company’s:<br>&nbsp;<br>1. &nbsp;&nbsp;&nbsp;Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.<br>2. &nbsp;&nbsp;&nbsp;Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:<br>a. &nbsp;&nbsp;&nbsp;The identity of the recipient as well as the amount paid to each; and<br>b. &nbsp;&nbsp;&nbsp;The title(s) of the person(s) in the Company responsible for decision-making.<br>&nbsp;<br>The report shall be presented to the board of directors or relevant board committee and posted on the Company’s website within 12 months from the date of the annual meeting. This proposal does not encompass lobbying spending.<br>&nbsp;<br><strong>Supporting Statement</strong><br>Long-term EME shareholders support transparency and accountability in corporate electoral spending. A company’s reputation, value, and bottom line can be adversely impacted by political spending. The risk is 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.&nbsp;<br>&nbsp;<br>The Conference Board’s 2021 “Under a Microscope” report &lt;https://www.conference-board.org/publications/Under-a-Microscope-ES&gt; warns “Political activity can pose increasingly significant risks for companies, including the perception that political contributions—and other forms of activity—are at odds with core company values.” Further, a recent poll of retail shareholders by Mason-Dixon Polling &amp; Research found that 83% of respondents said they would have more confidence investing in corporations that have adopted reforms that provide for transparency and accountability in political spending.<br>&nbsp;<br>Our company scored 8% out of 100% in the 2024 CPA-Zicklin Index of Corporate Political Disclosure and Accountability &lt;https://www.politicalaccountability.net/2024-cpa-zicklin-index/&gt; :<br>https://www.politicalaccountability.net/wp-content/uploads/2024/10/2024-CPA-Zicklin-Index.pdf&nbsp;<br>&nbsp;<br>This proposal asks EME to disclose all of its electoral spending, including payments to Trade Associations and 501(c)(4) social welfare organizations, which may be used for electoral purposes–and are otherwise undisclosed. This would bring EME in line with a growing number of leading companies, including, United Rentals, ConocoPhillips, WEC Energy Group which present this information on their websites.<br>&nbsp;<br>Without knowing the recipients of our company’s political dollars we cannot sufficiently assess whether our company’s election-related spending aligns or conflicts with its policies on climate change and sustainability, or other areas of concern. Improved EME political spending disclosure will protect the reputation of EME and preserve shareholder value.&nbsp;</p>

</div>
</div>
</div>
<div class=”middle-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>

</div>
</div>
</div>

</section>
</div>
<aside class=”col-xl-3 right-side”>
<div class=”column-contain”>

<div class=”position-groups”>
<div class=”row bs-1col node node–type-resolution node–view-mode-resolution-filers-only”>

<div class=”col-sm-12 col-md-8 bs-region bs-region–main”>
<div class=”views-element-container form-group”>
<div class=”view view-eva view-filers view-id-filers view-display-id-entity_view_3 js-view-dom-id-47ab4cfe427b3cfc8ac18a75d040b3678322faf615ee54da348e786f8bd2ef1c”>

<div class=”view-content”>

<h3>Lead Filer</h3>
<div class=”views-row”>
<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
</div>

</div>

</div>
</div>

</div>
</div>

</div>
</div>
</aside&gt 

 <div class=”col-lg-9 content-page left-side”>
<section class=”section-a-single-resolutions resolutions-info top-content”>
<div class=”resolutions-contain”>
<div class=”top-content”>
<h4>Resolution Details</h4>
</div>
<div class=”bottom-content”>
<div class=”row-info”>
<strong>Company:</strong>
<p>Uber Technologies</p>
</div>
<div class=”row-info”>
<strong>Year:</strong>
<p>2025 </p>
</div>
<div class=”row-info”>
<strong>Issue Area:</strong>
<p>Human Rights &amp; Worker Rights </p>
</div>

<div class=”row-info”>
<strong>Focus Area:</strong>
<p>AI / Artificial Intelligence </p>
</div>
<div class=”row-info”>
<strong>Status:</strong>
<p>Withdrawn</p>
</div>

<div class=”row-info”>

</a>
</div>
</div>
</div>
</section>

<section class=”section-b-single-resolutions content-blocks”>
<div class=”top-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>
<h2>Resolution Text</h2>

</div>
</div>
</div>
<div class=”middle-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>

</div>
</div>
</div>

</section>
</div>
<aside class=”col-xl-3 right-side”>
<div class=”column-contain”>

<div class=”position-groups”>
<div class=”row bs-1col node node–type-resolution node–view-mode-resolution-filers-only”>

<div class=”col-sm-12 col-md-8 bs-region bs-region–main”>
<div class=”views-element-container form-group”>
<div class=”view view-eva view-filers view-id-filers view-display-id-entity_view_3 js-view-dom-id-5e09ff57ea5de02a1adb2816fb77bed00719b53c9d671582a16d3ee2b2050d9a”>

<div class=”view-content”>

<h3>Lead Filer</h3>
<div class=”views-row”>
<div class=”views-field views-field-nothing”><span class=”field-content”> Brandon Rees</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>AFL-CIO</span></div>
</div>

</div>

</div>
</div>

</div>
</div>

</div>
</div>
</aside&gt 

 

Resolution Details

Company:

Royal Bank of Canada

Year:

2024

Issue Area:

Inclusiveness

Focus Area:

Race Discrimination

Status:

Withdrawn

Resolution Text

RESOLVED, shareholders request the bank conduct and publish (at reasonable cost and omitting proprietary information) a third-party racial equity audit analyzing RBC’s adverse impacts on communities of colour and Indigenous people. Input from civil rights organizations, employees, and customers should be considered.

SUPPORTING STATEMENT

Financial institutions play a key role in society, allowing businesses and individuals to access essential economic opportunities through a range of financial products and services, including credit and loan services, savings accounts, and investment management. Financial institutions have the responsibility to ensure that their business operations do not have adverse impacts on communities of colour and Indigenous people.

An estimated 2% of Canadians are “unbanked”,1 while 15-25% are “underbanked”. Unbanking and underbanking have a disproportionate effect on Indigenous peoples.2 The Financial Consumer Agency of Canada found that racialized or Indigenous bank customers are subjected to discriminatory practices3, were more likely than other customers to be recommended inappropriate products, were not presented information in a clear and simple manner and were offered optional products such as overdraft protection and balance protection insurance.

In recent years, RBC has been subject to negative media coverage regarding discrimination against customers and employees. In January 2023, the US Justice Department announced a US$31 million settlement with RBC subsidiary City National Bank over allegations of lending discrimination in Los Angeles.4 The Department alleged that RBC’s subsidiary perpetuated “redlining,” a racist practice that is prohibited under the Fair Housing and Equal Credit Opportunity Acts, by systematically avoiding marketing and underwriting mortgages in predominately Black and Latino neighbourhoods.5

Additional recent race-based allegations against RBC include the use of high-pressure sales tactics6, racial profiling7, and other reports of alleged misconduct.8

RBC has committed to enabling economic inclusion through its Action Plan Against Systemic Racism. Although well intentioned, such initiatives do not constitute an alternative to racial equity audits. A racial equity audit is an independent examination of business practices intended to identify and remediate potential and actual discriminatory outcomes on people of colour and Indigenous people. Such an assessment would help shareholders, employees, and customers understand whether RBC’s initiatives are aligned with its stated racial equity commitments while ensuring that the bank’s business activities falling outside the Action Plan do not discriminate against people of colour and Indigenous people.

Racial equity audits have proven to be effective risk mitigation tools as they help manage material legal, financial, regulatory, and reputational business risks by identifying, prioritizing, remedying, and avoiding adverse impacts on communities of colour and Indigenous people beyond the workplace.

At RBC’s 2023 annual meeting, 42% of votes were cast in favour of a third-party racial equity audit. However, in contrast with a number of its US and Canadian peers, RBC has not confirmed its intention to conduct this assessment.

We urge RBC to assess its business activities through a racial equity lens in order to obtain a complete picture of how it contributes to and could help dismantle systemic racism.

1 https://www.bankofcanada.ca/wp-content/uploads/2023/10/sdp2023-22.pdf

2 https://bcbasicincomepanel.ca/wp- content/uploads/2021/01/Financial_Inclusion_in_British_Columbia_Evaluating_the_Role_of_Fintech.pdf 

3 https://www.canada.ca/en/financial-consumer-agency/programs/research/mystery-shopping-domestic-retail- banks.html 

4 https://www.justice.gov/opa/pr/justice-department-secures-over-31-million-city-national-bank-address-lending- discrimination 

5 https://www.latimes.com/california/story/2023-01-12/city-national-bank-redlining-settlement

6 https://www.cbc.ca/news/business/banks-racial-discrimination-report-1.6473715

7 https://ottawa.ctvnews.ca/rbc-client-accusing-bank-of-racism-after-police-called-to-investigate-transaction-1.6577256 

8 https://www.cbc.ca/news/canada/saskatoon/land-defenders-climate-activists-rally-downtown-1.6803576

 

 

Resolution Details

Company:

Metro, Inc.

Year:

2024

Issue Area:

Climate Change

Focus Area:

GHG Reduction and Targets

Status:

Withdrawn

Resolution Text

RESOLVED: Shareholders request that Metro Inc. (Metro) report to shareholders prior to the 2025 annual general meeting, at reasonable cost and excluding proprietary information on its management of climate-related risks. The report should include at a minimum:

1.) Disclosure of all material Greenhouse Gas emissions;

2.) Disclosure of the company’s adoption of robust interim and long-term science-based Greenhouse Gas emission reduction targets.

3.) Plans to adopt a comprehensive climate action plan, informed by generally accepted standards such as the Science-Based Targets Initiative.

SUPPORTING STATEMENT:

In 2018, the Intergovernmental Panel on Climate Change advised that greenhouse gas emissions must be halved by 2030 and reach net zero by 2050 to limit global warming to 1.5°C to prevent the worst consequences of climate change and meet the goals of the Paris Agreement. Companies that fail to align with 1.5°C actions pose material risks to themselves and the financial system as a whole. According to the Canadian Climate Institute, current emission reporting in the retail sector does not adequately depict the extent of these emissions in Canada.

Metro’s 2022 Corporate Responsibility report states that it plans to improve its data collection, particularly on the expansion of scope 3 reporting, work towards the implementation of the Taskforce on Climate-related Financial Disclosures (TCFD), and establish a Climate Change Committee and includes a current goal to reduce only Scope 1 and 2 emissions by 37.5% on a timeline of 2035 compared to a 2020 baseline. Metro has generally stated in its 2022 CDP response that “it aims to better understand its scope 3 emissions” with no timeframe disclosed. Metro is exposed to significant operational, financial, and regulatory risks associated with climate change and a lack of understanding of its full supply chain.

Although Metro has expressed plans to continue its evaluation of the feasibility and costs of achieving SBTi Net-Zero Standard, it lags behind peers. Loblaw has announced plans to reduce enterprise operation footprint by 59% by 2030 from a 2020 baseline, achieve net zero by 2040 for its enterprise operating footprint, and achieve net zero by 2050 for scope 3 emissions. Loblaw has also taken a step to submit its climate action plan to the SBTi for validation. Empire has made similar commitments.

A vote on Proposal # 1, Shareholder proposal on 1.5 degree-aligned greenhouse gas targets at Metro’s 2023 AGM received 28.54% of votes in favour. Metro has declined to meet and discuss consideration or progress on the 2023 proposal. In the intervening months, the company has made limited visible progress toward evaluating or updating its interim and long-term targets.

Metro should take the steps its peers have already taken in setting 1.5°C aligned GHG reduction targets. This would assure investors that it is appropriately managing the urgent and material risk of climate change and will remain competitive.

We urge shareholders to vote FOR this Proposal.

 

 

Resolution Details

Company:

Ecolab Inc.

Year:

2024

Issue Area:

Corporate Governance

Focus Area:

Shareholder Rights

Status:

Withdrawn

Resolution Text

RESOLVED

Shareholders request the Board of Directors adopt and disclose a policy stating how it will exercise its discretion to treat shareholders’ nominees for board membership equitably and avoid encumbering such nominations with unnecessary administrative or evidentiary requirements.

SUPPORTING STATEMENT

In the view of the proponent, the Board should consider exercising its discretion under the proposed policy toward ensuring that paperwork requirements governing the nomination and election of directors should generally treat shareholder and Board nominees equitably; requirements regarding endorsements and solicitations should not unnecessarily encumber the nomination process.

Consideration should also be given under the policy to repealing any advance notice bylaw provisions imposing additional requirements inconsistent with this proposal, unless legally required, such as those requiring:

· Nominating shareholders be shareholders of record, rather than beneficial owners;

· Nominees submit questionnaires regarding background and qualifications (other than as required in the Company’s certificate of incorporation or bylaws);

· Nominees submit to interviews with the Board or any committee thereof;

· Shareholders or nominees provide information that is already required to be publicly disclosed under applicable law or regulation; and

· Excessive or inappropriate levels of disclosure regarding nominees’ eligibility to serve on the Board, the nominees’ background, or experience.

The legitimacy of Board power to oversee the executives of Ecolab Inc. (Company) rests on the power of shareholders to elect directors:1 [T]he unadorned right to cast a ballot in a contest for [corporate] office . . . is meaningless without the right to participate in selecting the contestants… To allow for voting while maintaining a closed candidate selection process thus renders the former an empty exercise.”2

Burdening shareholder nominees can entrench incumbent directors and management. Laws and regulations overseen and enforced by the U.S. Securities and Exchange Commission, a neutral third party, ensure shareholders have pertinent information on nominating shareholders and nominees before executing proxies,3

Advance notice bylaws can create hurdles for shareholders exercising their rights and can be used to conduct “fishing expeditions” to which board nominees are not subject.

These practices delegitimize corporate activity because directors work on behalf of shareholders, who should be able to replace their own fiduciaries. Company interference in this process is especially dangerous because financial theory recommends that most shareholders diversify their portfolios.

Such diversified investors have an interest in ensuring our Company does not profit from practices that threaten social and environmental systems upon which diversified portfolios depend.4 Company directors influenced by executives, in contrast, may prioritize Company profitability over systems that are of critical importance to shareholders.5

Accordingly, giving Company directors a gatekeeper role through a burdensome unequal nomination process threatens the interests of shareholders to nominate candidates free of management influence.

Fair Treatment of Shareholder Nominees – Vote FOR Proposal [4*]

1 https://ssrn.com/abstract=4565395 

2 https://casetext.com/case/durkin-v-national-bank-of-olyphant 

3 https://www.ecfr.gov/current/title-17/chapter-II/part-240/subpart-A/subject-group-ECFR8c9733e13b955d6/section-240.14a-101 

4 https://theshareholdercommons.com/wp-content/uploads/2022/09/Climate-Change-Case-Study-FINAL.pdf 

5 https://ssrn.com/abstract=4056602 

 

 

Resolution Details

Company:

Edwards Lifesciences

Year:

2024

Issue Area:

Corporate Governance

Focus Area:

Shareholder Rights

Status:

Withdrawn

Resolution Text

RESOLVED

Shareholders request the Board of Directors adopt and disclose a policy stating how it will exercise its discretion to treat shareholders’ nominees for board membership equitably and avoid encumbering such nominations with unnecessary administrative or evidentiary requirements.

SUPPORTING STATEMENT

In the view of the proponent, the Board should consider exercising its discretion under the proposed policy toward ensuring that paperwork requirements governing the nomination and election of directors should generally treat shareholder and Board nominees equitably; requirements regarding endorsements and solicitations should not unnecessarily encumber the nomination process.

Consideration should also be given under the policy to repealing any advance notice bylaw provisions imposing additional requirements inconsistent with this proposal, unless legally required, such as those requiring:

· Nominating shareholders be shareholders of record, rather than beneficial owners;

· Nominees submit questionnaires regarding background and qualifications (other than as required in the Company’s certificate of incorporation or bylaws);

· Nominees submit to interviews with the Board or any committee thereof;

· Shareholders or nominees provide information that is already required to be publicly disclosed under applicable law or regulation; and

· Excessive or inappropriate levels of disclosure regarding nominees’ eligibility to serve on the Board, the nominees’ background, or experience.

The legitimacy of Board power to oversee the executives of Edwards Lifesciences Corporation (Company) rests on the power of shareholders to elect directors:1 “[T]he unadorned right to cast a ballot in a contest for [corporate] office . . . is meaningless without the right to participate in selecting the contestants… To allow for voting while maintaining a closed candidate selection process thus renders the former an empty exercise.”2

Burdening shareholder nominees can entrench incumbent directors and management. Laws and regulations overseen and enforced by the U.S. Securities and Exchange Commission, a neutral third party, ensure shareholders have pertinent information on nominating shareholders and nominees before executing proxies,3

Advance notice bylaws can create hurdles for shareholders exercising their rights and can be used to conduct “fishing expeditions” to which board nominees are not subject.

These practices delegitimize corporate activity because directors work on behalf of shareholders, who should be able to replace their own fiduciaries. Company interference in this process is especially dangerous because financial theory recommends that most shareholders diversify their portfolios.

Such diversified investors have an interest in ensuring our Company does not profit from practices that threaten social and environmental systems upon which diversified portfolios depend.4 Company directors influenced by executives, in contrast, may prioritize Company profitability over systems that are of critical importance to shareholders.5

Accordingly, giving Company directors a gatekeeper role through a burdensome unequal nomination process threatens the interests of shareholders to nominate candidates free of management influence.

Fair Treatment of Shareholder Nominees – Vote FOR Proposal [4*]

1 https://ssrn.com/abstract=4565395 

2 https://casetext.com/case/durkin-v-national-bank-of-olyphant 

3 https://www.ecfr.gov/current/title-17/chapter-II/part-240/subpart-A/subject-group-ECFR8c9733e13b955d6/section-240.14a-101  

4 https://theshareholdercommons.com/wp-content/uploads/2022/09/Climate-Change-Case-Study-FINAL.pdf 

5 https://ssrn.com/abstract=4056602 

 

 

Resolution Details

Company:

Valero Energy Corporation

Year:

2024

Issue Area:

Inclusiveness

Focus Area:

Environmental Justice, Racial Justice

Status:

Withdrawn

Resolution Text

RESOLVED that shareholders of Valero Energy Corporation (“Valero”) urge the Board of Directors to oversee an independent third-party racial equity audit analyzing Valero’s impacts on nonwhite stakeholders and communities of color and Valero’s plans, if any, to mitigate those impacts. Input from civil rights organizations, experts on environmental racism, and employees should be considered in determining the specific matters to be analyzed. A report on the audit, prepared at reasonable cost and omitting confidential and proprietary information, should be publicly disclosed on Valero’s website.

SUPPORTING STATEMENT

Several aspects of Valero’s business and operations suggest that a racial equity audit would be useful. In 2020, the Office of Federal Contract Compliance Programs found that a Valero subsidiary had used an employment selection processes with an adverse impact on nonwhite applicants.1

Valero’s Environmental Justice Policy Statement asserts that Valero “strives to operate as a good neighbor, and looks for opportunities to work with local officials and directly with fence line neighbors to improve the quality of life for neighbors and communities.”2 But Valero has come under fire for polluting communities of color:

· Residents have fought to limit a Texas refinery’s emissions of hydrogen cyanide, a neurotoxin, in Hispanic neighborhoods.3

· The neighborhood in which another Texas refinery is located, which is 90% African American, “ranks above the 95th percentile nationally for both the EPA’s air toxics cancer risk and respiratory hazard metrics.”4

· As You Sow’s Racial Justice Scorecard for S&P 500 companies placed Valero in the bottom 10, with negative scores on the environmental racism performance indicators, meaning that it harms communities of color more than benefits them.5

A racial equity audit could also examine whether Valero’s political activities have a negative racial impact. In 2019, Valero and the American Fuel and Petrochemical Manufacturers (“AFPM”), to which Valero belongs,6 lobbied states to criminalize pipeline protests.7 Valero contributed 2020 election results,8 an action some viewed as “a direct attack on the voting rights of people of color.”9

Last year, Valero argued that two reports it had issued, a “Racial Equity Assessment” and “Audit of Valero’s Environmental Justice Commitments and Actions”, obviated the need for a racial equity audit. Neither of those reports was produced by a firm that is clearly independent from Valero: The Assessment was produced by a partner in a law firm that has represented Valero for at least 10 years in securities offerings, transactions, and litigation.10 Montrose Environmental Group, which conducted the Audit, was a “diamond sponsor” of a recent Valero charity fundraiser and will reprise that role in 2024,11 suggesting that it does or hopes to do business with Valero. While the Assessment focuses on Valero’s public processes, commitments and positions, a racial equity audit would analyze Valero’s actual behavior.

1 https://www.dol.gov/sites/dolgov/files/ofccp/foia/files/2020-03-25Valero-CA-SW-Redacted.pdf 

2 https://s23.q4cdn.com/587626645/files/doc_downloads/2021/09/Environmental-Justice-Policy-Statement.pdf 

3 https://www.sierraclub.org/texas/blog/2020/08/houston-community-continues-fight-against-valero-for-polluting-air-hydrogen 

4 https://www.greenpeace.org/usa/valero-energy-blocking-climate-solutions-taking-handouts/ 

5 https://www.asyousow.org/press-releases/2021/8/11/environmental-racism-metrics-as-you-sow-racial-justice-scorecard 

6 https://esg.investorvalero.com/wp-content/uploads/2023/09/Trade-Associations_FINAL_07-01-22-to-06-30-2023.pdf 

7 https://theintercept.com/2019/08/19/oil-lobby-pipeline-protests/

8 https://www.cnn.com/interactive/2021/01/business/corporate-pac-suspensions/ 

9 See https://www.nytimes.com/2021/01/15/us/politics/lankford-apology-election-biden.html; https://www.marketwatch.com/story/business-leaders-call-for-action-on-trump-after-mob-siege-at-capitol-11609976655  

10 E.g., https://www.bakerbotts.com/news/2021/12/baker-botts-represents-valero-energy-corporation-in-billion-dollar-senior-notes-offering; https://www.sec.gov/Archives/edgar/data/1583103/000158310313000013/exh81-formofopinionofbaker.htm  https://www.epa.gov/sites/default/files/2017-12/documents/court_document_us_app_cadc_17-1259_12.12.2017_peition_for_review.pdf 

11 https://valerotexasopen.com/benefit-for-children/sponsors 

 

 

 

Resolution Details

Company:

MasterCard Incorporated

Year:

2024

Issue Area:

Corporate Governance

Focus Area:

Annual Board Election, Shareholder Rights

Status:

Withdrawn

Resolution Text

RESOLVED

Shareholders request the Board of Directors of Mastercard Incorporated (Company) adopt and disclose a policy stating how it will exercise its discretion to treat shareholders’ nominees for board membership equitably and avoid encumbering such nominations with unnecessary administrative or evidentiary requirements.

SUPPORTING STATEMENT

In the view of the proponent, the Board should consider exercising its discretion under the proposed policy toward ensuring that paperwork requirements governing the nomination and election of directors should generally treat shareholder and Board nominees equitably; requirements regarding endorsements and solicitations should not unnecessarily encumber the nomination process.

Consideration should also be given under the policy to repealing any advance notice bylaw provisions imposing additional requirements inconsistent with this proposal, unless legally required, such as those requiring:

· Nominating shareholders be shareholders of record, rather than beneficial owners;

· Nominees submit questionnaires regarding background and qualifications (other than as required in the Company’s certificate of incorporation or bylaws);

· Nominees submit to interviews with the Board or any committee thereof;

· Shareholders or nominees provide information that is already required to be publicly disclosed under applicable law or regulation; and

· Excessive or inappropriate levels of disclosure regarding nominees’ eligibility to serve on the Board, the nominees’ background, or experience.

The legitimacy of Board power to oversee the executives of our Company rests on the power of shareholders to elect directors:1 [T]he unadorned right to cast a ballot in a contest for [corporate] office . . . is meaningless without the right to participate in selecting the contestants… To allow for voting while maintaining a closed candidate selection process thus renders the former an empty exercise.”2

Burdening shareholder nominees can entrench incumbent directors and management. Laws and regulations overseen and enforced by the U.S. Securities and Exchange Commission, a neutral third party, ensure shareholders have pertinent information on nominating shareholders and nominees before executing proxies,3

Advance notice bylaws can create hurdles for shareholders exercising their rights and can be used to conduct “fishing expeditions” to which board nominees are not subject.

These practices delegitimize corporate activity because directors work on behalf of shareholders, who should be able to replace their own fiduciaries. Company interference in this process is especially dangerous because financial theory recommends that most shareholders diversify their portfolios.

Such diversified investors have an interest in ensuring our Company does not profit from practices that threaten social and environmental systems upon which diversified portfolios depend.4 Company directors influenced by executives, in contrast, may prioritize Company profitability over systems that are of critical importance to shareholders.5

Accordingly, giving Company directors a gatekeeper role through a burdensome unequal nomination process threatens the interests of shareholders to nominate candidates free of management influence.

Fair Treatment of Shareholder Nominees – Vote FOR Proposal [4*]

1 https://ssrn.com/abstract=4565395 

2 https://casetext.com/case/durkin-v-national-bank-of-olyphant 

3 https://www.ecfr.gov/current/title-17/chapter-II/part-240/subpart-A/subject-group-ECFR8c9733e13b955d6/section-240.14a-101. 

4 https://theshareholdercommons.com/wp-content/uploads/2022/09/Climate-Change-Case-Study-FINAL.pdf 

5 https://ssrn.com/abstract=4056602