ICCR's Proxy Resolutions and Voting Guide

ICCR has published the Proxy Resolutions and Voting Guide annually since 1974. Our 2021 Proxy Resolutions and Voting Guide presents the 244 resolutions filed by ICCR members — whether as lead or co-filer — as of February 21. You can view our live list of current resolutions here.

If you are an investor, we invite you to read our proposals and support those that you can by voting YES on your company's annual proxy ballot.


2021 Proxy Season Trends 

The filing of shareholder proposals is an important tool investors use to catalyze environmental and social change at corporations. Shareholder proposals help raise awareness among the board, management, other shareholders, and key stakeholders of publicly-held companies of the need for further information or adjustments to corporate policies and practices in order to ad­dress risks that may impact shareholder value. 

During the 2021 proxy season ICCR members filed 293 resolutions at nearly 200 publicly-traded companies on a range of issues. You can find complete texts for these proposals and a list of their proponents in our Proxy Resolutions and Voting Guide. What follows is a brief recap of the outcomes of these proposals, as reported to ICCR.

At 64 proposals, resolutions addressing racial justice and diversity are the most numerous this year, up 50 percent from last year. Climate-related proposals are the second most numerous at 53, and proposals addressing human rights & worker rights are the third largest group, with 37.

Noteworthy Trends:

  • Rising racial justice concerns shaped investor priorities. Diversity and racial justice have been key engagement issues since ICCR’s founding. This past year – spurred by the rise of the Black Lives Matter (BLM) movement – they have grown to be the largest category of resolutions, at 64 – increasing 50 percent over 2020. In June of 2020, a broad coalition of investors had committed themselves to addressing systemic racism through their portfolios; many of this year’s resolutions take direct aim at workplace policies that reinforce racism in company culture and throughout society.
  • The far-reaching impact of COVID. Altogether, 44 resolutions this year addressed the pandemic’s widespread, long-lasting impacts across multiple sectors, through calls to prohibit price-gouging on COVID-19 vaccines, and for the implementation of paid sick leave (PSL) as a standard U.S. employee benefit. While some companies provided temporary PSL for employees at the height of the pandemic, many companies in low-wage sectors have not adopted permanent PSL policies to adequately protect their workers, an area of much concern for investors. There were additional mentions of the pandemic’s impacts in inclusiveness, governance, and lobbying resolutions.
  • Amazon once again the target of multiple shareholder resolutions for ESG failures. Amazon’s unrivaled global impact has grown explosively during the pandemic, further increasing its multiple environmental and social risks. ICCR members filed nine proposals at Amazon – more than they sent to any other company this year, matching the number they sent the company last year. The proposals call for a civil rights and diversity audit, enhanced customer due diligence, action on hate speech and more. Amazon sought to block six of these from its proxy.
  • New strategies emerged to confront the climate crisis. In the wake of the U.S.’ rejoining of the Paris Climate Accord and GM’s announcement of an ambitious plan to sell only zero-emissions vehicles by 2035, corporate lobbying against climate-forward legislation now appears both backwards and fraught with risk. New resolutions are asking companies to evaluate whether their lobbying activities align with the Paris Agreement’s goal of limiting global temperature rise to 1.5°C. Another new resolution asks companies to provide shareholders with the opportunity for an advisory vote on the company's climate policies and strategies
  • Capitol attack dramatically underscores risks in tech sector, corporate political spending. Social media companies have come under widespread and well-deserved criticisms for their failure to adequately manage and stop the spread of online hate speech, gross disinformation, conspiracy theories, and incitement of violent extremism, including racist violence. More broadly, the tech sector faces a difficult future in which it must navigate a path between support of a free and open society, and active facilitation of hate speech and violence. Twenty resolutions were sent to companies in the tech sector this year.  On the heels of the January 6 attack and subsequent refusal by 147 members of Congress to certify the results of the Presidential election, many companies took the unprecedented step of temporarily halting their political spending. Ten resolutions this year tackle corporate political spending 

More Majority Votes and a Marked Shift in Focus to E & S

Traditionally, only a handful of shareholder proposals pass at annual meetings every year as there are several obstacles to achieving a majority vote. First, it is rare for retail investors to take the time to vote their proxies, and all abstentions are automatically voted in favor of management positions.  Second, the founders and CEOs of some publicly-traded companies such as Amazon, Facebook and Tyson Foods retain control of the majority of voting stock, making majority votes for shareholder-sponsored proposals impossible to achieve without their support. Lastly, many institutional investors retain proxy advisory firms or fund managers to vote proxies on their behalf, and these firms have historically voted with management; however, more recent outcomes suggest this last dynamic is poised to change.

In the 2021 proxy season, a record 20 ICCR member-sponsored proposals passed at corporate annual meetings. Not only did the number of majority votes more than double versus last 2020, the percentages achieved record highs. The average majority vote in 2021 was 77% compared to 50% in 2020.

While majority votes have historically been achieved by proposals focused on governance concerns such as say on pay, this year’s majority votes were concentrated on environmental and social issues that investors are increasingly viewing as critical systemic and material risks. There were eight proposals addressing the climate crisis and another eight proposals citing racial justice/DEI risks that passed in 2021. Among the successful climate proposals, a group of first-time proposals requesting companies align their lobbying spending with the goals of the Paris climate agreement were noteworthy.

Recommendations from proxy advisory services ISS and Glass Lewis, as well as proxy support from major funds such as BlackRock, Vanguard and State Street which can vote up to 20% of corporate shares, were important drivers for this success. BlackRock alone doubled its support for shareholder proposals in 2021.  ICCR members’ intentional outreach to these institutions in recent years in order to more fully present their arguments for a “for” vote has undoubtedly been an effective strategy.

Unsurprisingly, average votes are also up this year to 32% overall vs 28% a year ago. Average votes for Racial Justice/DEI resolutions rose significantly to 50% from 39% in 2020 while average votes for climate proposals saw an even larger increase, reaching 46% in 2021 vs 29% a year ago. 

2021 Majority Votes: 

Bunge

Deforestation

98.9

General Electric

Climate

98

TMX Group

Indigenous Relations

98

Wendy's 

Essential Workers

95

Paycom Software

DEI

94

First Solar

DEI

91

Union Pacific

DEI

86

Badger Meter

DEI

85

Union Pacific

DEI

81

DuPont 

Plastics

81

Norfolk Southern

Climate Lobbying

76

Bloomin' Brands

Deforestation

76

GEO Group

Lobbying

66

United Airlines 

Climate Lobbying

65

Exxon Mobil 

Climate Lobbying

64

Phillips 66

Climate Lobbying

62

American Express

DEI

60

Booking Holdings

Climate

56

Exxon Mobil

Lobbying Expenditures

55.6

Goldman Sachs

Mandatory Arbitration

53

New Topics this Year

Access to Covid-19 Products
Banking the Bomb
Company Policies Reinforcing Racism
Diverse Candidate Search Policy
Executive Remuneration Indicator
Indigenous Relations
Paid Sick Leave
Partnerships with Local Police
Racial Equity Audit/Analysis
Reduce PFAS
Shareholder Advisory Votes on Climate Change
Starting Pay and Racial Equity