2025 | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Meta (Facebook Inc.)</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Executive Compensation </p>
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<strong>Status:</strong>
<p>Challenged</p>
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<h2>Resolution Text</h2>
<p>Shareholders ask the Board of Directors to amend the Company Policy on recoupment of incentive pay to apply to the each Named Executive Officer and to state that conduct or negligence – not merely misconduct – shall trigger mandatory application of that policy. Also the Board shall report to shareholders in each annual meeting proxy the results of any deliberations regarding the policy, including the Board’s reasons for not applying the policy after specific deliberations conclude, about whether or not to cancel or seek recoupment of unearned compensation paid, granted or awarded to NEOs under this policy. </p>
<p>This improved clawback policy shall at least be included in the Governess Guidelines of the Company or similar document and be easily accessible on the Company website.</p>
<p>The current Clawback Policy is incomplete and can be difficult for shareholders to access. </p>
<p>Wells Fargo offers a prime example of why Meta needs a stronger policy. After 2016 Congressional hearings, Wells Fargo agreed to pay $185 million to resolve claims of fraudulent sales practices. The Wells Fargo Board then moved to claw back $136 million from 2 top executives. Wells Fargo unfortunately concluded that the CEO had only turned a blind eye to the practice of opening fraudulent accounts and thus failed to attempt any clawback and left $136 million on the table.</p>
<p>At minimum this proposal alerts Meta shareholders that Meta executives can now be richly rewarded even when they are negligent. This is the wrong incentive for Meta executives at a time when the best incentives for Meta executives should be adopted.</p>

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<h3>Lead Filer</h3>
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<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>
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<strong>Company:</strong>
<p>Science Applications International Corp.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Majority Vote </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p>Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes making the necessary changes in plain English.</p>
<p>Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. The supermajority voting requirements, like those of Science Applications International, have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management.<br><br>This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy and Macy’s. These votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. </p>
<p>This proposal topic, as a shareholder proposal, also received 98% support each in 2024 at Domino’s Pizza, FMC Corporation, ConocoPhillips, Masco Corporation and Power Integrations.</p>

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<strong>Company:</strong>
<p>Citigroup</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Executive Compensation </p>
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<strong>Status:</strong>
<p>Challenged</p>
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<h2>Resolution Text</h2>
<p>Shareholders request that the Board seek shareholder approval of any senior manager’s new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus. This proposal only applies to the Named Executive Officers. This provision shall at least be included in the Governess Guidelines of the Company or similar document and be readily accessible on the Company website.</p>
<p>“Severance or termination payments” include cash, equity or other pay that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination. <br><br>“Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities, perquisites or benefits not vested under a plan generally available to management employees, post-employment consulting fees or office expense and equity awards if vesting is accelerated, or a performance condition waived, due to termination. <br><br>The Board shall retain the option to seek shareholder approval after material terms are agreed upon.</p>
<p>Unfortunately some companies only limit cash golden parachutes to the 2.99 figure which means that there is no limit on non cash golden parachutes for which shareholders have no voting power.</p>
<p>This proposal is relevant even if there are current golden parachute limits. A limit on golden parachutes is like a speed limit. A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal the rules associated with a speed limit provide consequences if the limit is exceeded. With this proposal the consequences are a non-binding shareholder vote is required for unreasonably rich golden parachutes.</p>
<p>This proposal places no limit on long-term equity pay or any other type pay. This proposal thus has no impact on the ability to attract executive talent and does not discourage the use of long-term equity pay because it places no limit on golden parachutes. It simply requires that overly rich golden parachutes be subject to a non-binding shareholder vote at a shareholder meeting already scheduled for other matters.</p>
<p>This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or rejecting golden parachutes. </p>
<p>This proposal topic also received between 51% and 65% support at:<br>FedEx (FDX)<br>Spirit AeroSystems (SPR)<br>Alaska Air (ALK)<br>AbbVie  (ABBV)<br>Fiserv (FISV)</p>

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<strong>Company:</strong>
<p>Marsh & McLennan Companies, Inc.</p>
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<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Lobbying & Political Contributions </p>
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<p>Political Contributions / Lobbying / Bribery </p>
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<strong>Status:</strong>
<p>Omitted</p>
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<h2>Resolution Text</h2>
<p><strong>Resolved</strong>, shareholders request that the Company provide a report, updated semiannually, disclosing the Company’s:</p>

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.
Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:

The identity of the recipient as well as the amount paid to each; and
The title(s) of the person(s) in the Company responsible for decision-making.

<p>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.</p>
<p><strong>Supporting Statement</strong></p>
<p>Long-term Marsh & McLennan shareholders support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates.</p>
<p>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.</p>
<p>A recent poll of retail shareholders by Mason-Dixon Polling & 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.</p>
<p>This proposal asks MMC 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 our Company in line with a growing number of leading companies, including Celanese Corp., PPG Industries Inc., and International Paper Co., which present this information on their websites.</p>
<p>Without knowing the recipients of our company’s political dollars MMC Directors and shareholders 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 MMC political spending disclosure will protect the reputation of MMC and preserve shareholder value.</p>

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<strong>Company:</strong>
<p>Union Pacific Corporation</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Challenged</p>
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<h2>Resolution Text</h2>
<p>Shareholders ask the Board of Directors to amend the Company Policy on recoupment of incentive pay to apply to the each Named Executive Officer and to state that conduct or negligence – not merely misconduct – shall trigger mandatory application of that policy. Also the Board shall report to shareholders in each annual meeting proxy the results of any deliberations regarding the policy, including the Board’s reasons for not applying the policy after specific deliberations conclude, about whether or not to cancel or seek recoupment of unearned compensation paid, granted or awarded to NEOs under this policy. </p>
<p>This improved clawback policy shall at least be included in the Governess Guidelines of the Company or similar document and be easily accessible on the Company website.</p>
<p>The current Clawback Policy is incomplete and can be difficult for shareholders to access. </p>
<p>Wells Fargo offers a prime example of why Union Pacific needs a stronger policy. After 2016 Congressional hearings, Wells Fargo agreed to pay $185 million to resolve claims of fraudulent sales practices. The Wells Fargo Board then moved to claw back $136 million from 2 top executives. Wells Fargo unfortunately concluded that the CEO had only turned a blind eye to the practice of opening fraudulent accounts and thus failed to attempt any clawback and left $136 million on the table.</p>
<p>At minimum this proposal alerts Union Pacific shareholders that UNP executives can now be richly rewarded even when they are negligent. This is the wrong incentive for UNP executives at a time when the best incentives for UNP executives should be adopted.</p>

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<strong>Company:</strong>
<p>Comcast Corp.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>One Vote Per Share </p>
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<strong>Status:</strong>
<p>Challenged</p>
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<h2>Resolution Text</h2>
<p>Shareholders request that our Board take the necessary steps in the direction of transitioning so that all of our company’s outstanding stock has an equal one-vote per share in each voting situation. This would encompass all practicable steps including encouragement and negotiation with current and future shareholders, who have more than one vote per share, to request that they relinquish, for the common good of all shareholders, any preexisting rights, if necessary.</p>
<p>This proposal is not intended to unnecessarily limit our Board’s judgment in crafting the requested change in accordance with applicable laws and existing contracts.  This proposal is important because certain insider Comcast shares have super-sized voting power. This proposal would even allow 7-years to transition to equal voting rights for each shareholder.</p>
<p>It was reported that each share of Comcast Class B Common stock had 15 votes. Meanwhile each share of Class A Common stock had only a fractional 0.1336 vote. In other words each Class B share has more than 100-times as many votes as one Class A share. Comcast thus has shares with 100-to-One Voting Power. </p>
<p>This 100-to-One Voting structure may have led to poor performance by Comcast directors. For instance these directors received between 57 million and 91 million against votes each in spite of potentially obtaining all the for-votes from the insider Comcast shares:</p>
<p>Kenneth Bacon           22-years excessive tenure       Governance Committee Chair<br>Jeffrey Honickman     19-years excessive tenure       Audit Committee Chair</p>
<p>Madeline Bell<br>Thomas Baltimore</p>
<p>For comparison 5 Comcast directors each received less than 9 million against votes each.</p>
<p>This proposal is more important at Comcast because the Board seems to have exercised poor judgment in naming Mr. Thomas Baltimore to the Comcast board in 2023. Mr. Baltimore was rejected by 33% of shares as a Prudential Financial director in 2019 and 2020 and then rejected by 30% of Prudential shares in 2022. Serious consideration should be given to keeping Mr. Baltimore off of any Comcast Board Committee. Mr. Baltimore was also rejected by 20% of shares as an American Express director in 2023.</p>
<p>A 5% rejection regarding a director is often the norm at well performing companies. It takes much more shareholder conviction to vote against a director than to automatically vote for a director. </p>

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<strong>Company:</strong>
<p>J.P. Morgan Chase & Co.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>CEO and Chair Separation </p>
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<strong>Status:</strong>
<p>Challenged</p>
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<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:</p>
<p>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. </p>
<p>Whenever possible, the Chairman of the Board shall be an Independent Director.</p>
<p>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. </p>
<p>It is a best practice to adopt this proposal soon. However this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.<br><br>This proposal topic won 47%-support at the 2021 JPM annual meeting. It takes much more JPM shareholder conviction of the merits of this proposal to vote for this shareholder proposal than to reflexively vote according to the JPM Board of Directors instructions.</p>
<p>There are at least 2 ways 47%-support can be considered a 50%+ majority vote at JPM. This 47% vote was especially impressive because this proposal had to swim upstream against repeated Madison Avenue type special solicitations sent to the JPM shareholders who have no access to independent proxy voting advice.</p>
<p>The 47% also represented a 50%+ majority vote from professional investors who had access to independent proxy voting advice. Any proposal that gets above 45% support has to get a majority vote from the most informed shares because there is an overwhelming abundance of automatic against votes from the JPM shares that have no access to independent proxy voting advice.</p>
<p>The Board of Directors disingenuously put forth a deceptive policy, to dupe shareholders who have no access to independent proxy voting advice, that said JPM could always have one person fill the 2 most important jobs at JPM as long as the JPM directors gave almost any excuse to violate the policy. Putting forth a deceptive policy is worse than taking no action at all in response to a JPM shareholder proposal. </p>
<p>JPM also needs to take the role of the lead director seriously. JPM’s so-called Lead Director violates the most important attribute of a Lead Director – independence. As director tenure goes up director independence goes down. The JPM lead director has 21-years director tenure. The JPM lead director may be close to setting a record for long-tenure by a lead director. And the JPM so-called lead director was the target of 186 million against votes at the 2024 JPM annual meeting.</p>

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<strong>Company:</strong>
<p>Target Corp.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>CEO and Chair Separation </p>
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<strong>Status:</strong>
<p>Challenged</p>
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<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.</p>
<p>Whenever possible, the Chairman of the Board shall be an Independent Director.</p>
<p>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.</p>
<p>It is a best practice to adopt this policy promptly. However this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.</p>
<p>The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and Target (TGT). The job of the CEO is to manage the company. The job of the Chairman is to oversee the CEO.</p>
<p>A Lead Director is no substitute for an independent Board Chairman. A lead director is not responsible for the strategic direction of the company. And a Chairman/CEO can ignore the advice and feedback from a lead director, especially from a lead director with low stature as far as a previous day job. </p>
<p>The qualifications of the person who is the current TGT lead director is evidence that TGT does not take the role of lead director seriously and has a lead director who is operating outside of her league. The most recent day job stature of the TGT Lead Director was as president of a foundation for 5-years that is not even listed by Wikipedia. </p>
<p>The TGT lead director makes a habit of long tenure and also has excessive tenure of 19-years on the Bank of America (BAC) Board, which is a $350 Billion company, compared to a foundation that is not even listed by Wikipedia. As director tenure goes up director independence goes down. The TGT lead director chairs the BAC executive pay committee at where lack of BAC director independence is particularly unsettling. </p>
<p>And TGT is obstinate is having a poorly qualified lead director. TGT was notified more than a year ago of the poor qualification of its lead director (Page 9 in https://www.sec.gov/files/corpfin/no-action/14a-8/cheveddentarget041924-14a8.pdf) and did nothing to correct.</p>
<p>This proposal topic received significant, but perhaps undresated support at the 2024 TGT annual meeting even though it did not point out how TGT fails to take the role of lead director seriously.</p>
<p>And the 2024 proposal also did not point out that the TGT stock price is in a slump, another sign that giving the 2 most important TGT jobs to one person is not working. The TGT stock price was $259 in 2021 and by late 2024 it has fallen to $139.</p>

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Constellation Energy Group, Inc.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Annual Board Election </p>
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<strong>Status:</strong>
<p>Omitted</p>
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<h2>Resolution Text</h2>
<p>RESOLVED, shareholders ask that our Company take all the steps necessary to reorganize the Board of Directors in order that each director stands for election at each annual meeting.</p>
<p>Although our management can adopt this proposal topic in one-year and one-year implementation is a best practice, this proposal allows the option to phase it in.</p>
<p>Classified Boards like the Constellation Energy Board have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. </p>
<p>Arthur Levitt, former Chairman of the Securities and Exchange Commission said, “In my view it’s best for the investor if the entire board is elected once a year. Without annual election of each director shareholders have far less control over who represents them.”</p>
<p>A total of 79 S&P 500 and Fortune 500 companies, worth more than $1 trillion, have adopted this important proposal topic since 2012. Annual election of each director could make directors more accountable, and thereby contribute to improved performance and increased company value at no extra cost to shareholders. Thus it was not a surprise that this proposal topic won majority support at Tesla in 2024 even when the biased insider shares, which voted every eligible share, were opposed.</p>
<p>Annual election of each director gives shareholders more leverage if the Board of Directors performs poorly. For instance if the Board of Directors approves excessive executive pay or poorly incentivized executive pay shareholders can soon vote against the Board’s executive pay committee members instead of potentially waiting 3 long years under the current setup.</p>
<p>With the current 3-year terms for directors a director who is routinely absent from Board of Directors meetings could escape a wake-up shareholder vote for 3 long years. Thus the outdated 3-year terms for Constellation Energy directors unfortunately opens the gate for poor director performance and is long overdue for an improvement.</p>

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Masco Corporation</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Annual Board Election </p>
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<strong>Status:</strong>
<p>Challenged</p>
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<h2>Resolution Text</h2>
<p>RESOLVED, shareholders ask that our Company take all the steps necessary to organize the Board of Directors in order that each director stands for election at each annual meeting.</p>
<p>Although Masco Corporation can adopt this proposal topic in one-year and one-year implementation is a best practice, this proposal allows the option to phase it in.</p>
<p>Classified Boards, like the Masco Corporation Board, have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. </p>
<p>Arthur Levitt, former Chairman of the Securities and Exchange Commission said, “In my view it’s best for the investor if the entire board is elected once a year. Without annual election of each director shareholders have far less control over who represents them.”</p>
<p>A total of 79 S&P 500 and Fortune 500 companies, worth more than $1 trillion, have adopted this important proposal topic since 2012. Annual election of each director could make directors more accountable, and thereby contribute to improved performance and increased company value at no extra cost to shareholders. Thus it was not a surprise that this proposal topic won majority support at Tesla in 2024 even when the biased insider shares, which voted every eligible share, were opposed.</p>
<p>Annual election of each director gives shareholders more leverage if Directors perform poorly. For instance if Directors approve excessive executive pay shareholders can soon vote against Directors on the executive pay committee instead of potentially waiting 3 long years under the current setup.</p>
<p>Only 3 Masco Corporation directors stood for election in 2024 and for extended 3-year terms. Unfortunately 2 of the 3 Masco directors received a high number of against votes – 24% and 34%. It is not right that Masco shareholders cannot not vote again on such directors until 2027. Directors at well performing companies often receive only 5% against votes.</p>

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Executive Incentive Pay Clawback