As the proxy season develops, Proxy Preview will be offering updates on some of the biggest companies that have received social or environmental shareholder proposals in 2017. Stay tuned to #ProxyPreview on Twitter for advance reminders of company annual meeting dates. Read our blog for detailed wrap-ups of the proposals filed at the company. Download Proxy Preview 2017 to get details on similar resolutions filed at other companies.
Date: Thursday, June 23, 2016
Location: School for Creative and Performing Arts, Corbett Theater, 108 W. Central Parkway, Cincinnati, OH 45202
Information: Shareholders will be able to vote on three environmental, social, or governance (ESG) resolutions covered in Proxy Preview 2016 at the upcoming annual general meeting. To see the official proxy statement, visit here.
Renewable & Distributed Energy
Proposal: Report on renewable energy goals
Lead Filer: As You Sow
Information: To read the full resolution in the proxy materials, see Item No. 6 Shareholder Proposal.
Description: As You Sow is asking Coca-Cola and Kroger to report on how and if they might benefit from “adopting enterprise wide, quantitative, time bound targets for increasing [the company’s] renewable energy sourcing.”.
Specifically, shareholders request:
Shareholders request that Kroger produce a report, by year end 2016, assessing the climate benefits and feasibility of adopting enterprise-wide, quantitative, time bound targets for increasing Kroger’s renewable energy sourcing. The report should be produced at reasonable cost and exclude proprietary information.
Proposal: Report on packaging
Lead Filer: As You Sow
Information: To read the full resolution in the proxy materials, see Item No. 5 Shareholder Proposal.
Description: Two more resolutions to food companies Kroger and Mondelēz International are resubmissions, asking them to assess the environmental impacts of continuing to use unrecyclable brand packaging.” In 2015, the proposal earned just under 32 percent in 2015 at Kroger and nearly 28 percent at Mondelez.
that the board of directors issue a report, at reasonable cost, omitting confidential information, assessing the environmental impacts of continuing to use unrecyclable brand packaging.
Proposal: Report on human rights risk assessment
Lead Filer: Srs. of St. Francis of Phila.
Information: To read the full resolution in the proxy materials, see Item No. 4 Shareholder Proposal.
Description: Implementing the Ruggie principles: The campaign to get companies to conduct detailed evaluations of the risks they face from human rights in their operations continues. It invokes the UN Principles on Business and Human Rights, also known as the “Ruggie Principles” after Harvard professor John Ruggie who led the effort to articulate this approach. But it is at fewer companies (down from 12 last year and 14 the year before). NYSCRF has proposed that three companies report on the
process for identifying and analyzing potential and actual human rights risks of [the company’s] products, operations and supply chain (referred to herein as a “human rights risk assessment”) addressing the following:
• Human rights principles used to frame the assessment
• Frequency of assessment
• Methodology used to track and measure performance
• Nature and extent of consultation with relevant stakeholders in connection with the assessment
• How the results of the assessment are incorporated into company policies and decision making.
It says the report requested “is separate and distinct from a sustainability report or adoption of human rights policy statement.”
The Sisters of St. Francis of Philadelphia has filed the same resolution noted above at Kroger. Previous resolutions at Kroger have focused on problems in its domestic food supply chain and earned 30.8 percent in 2015 and 38.8 percent in 2014.
To learn more about renewable energy, check out:
To learn more about human rights risks, read:
Kendis Paris Pat Zerega
Executive Director, Senior Director of Shareholder Advocacy,
Truckers Against Trafficking Mercy Investment Services
Human trafficking, or modern-day slavery, is one of the greatest human rights violations of our time. Worldwide, it enslaves more people – 21 million – than were sold during the almost 400 years of the Atlantic Slave Trade. By definition, it’s the sale of human beings through force, fraud or coercion, for commercial sex or forced labor, wherein a third party makes a profit.
As a coalition of faith-based and values-driven institutional investors, members of the Interfaith Center on Corporate Responsibility (ICCR) are committed to rooting out human trafficking and slavery in the operations and supply chains of the companies they own. As made clear by the United Nations Guiding Principles for Business and Human Rights, and via emerging legislation at the state and federal levels, corporations have a responsibility to respect human rights within their operations and spheres of impact.
From exposing slavery in the overseas apparel, tech, fishing, and agricultural industries to highlighting sex trafficking risks in the travel and tourism sector, for decades ICCR and its allies have been educating corporations about best practices to expose and prevent trafficking and slavery in global supply chains. Of special interest is the transportation sector, which is critically placed to see traffickers actively moving or selling their victims.
The American trucking industry, embedded in the supply chains of virtually every industry, is especially well-positioned to recognize and report human trafficking incidents, particularly incidents of sex trafficking. We believe the Truckers Against Trafficking (TAT) program has quickly become a successful, nationwide, replicable, anti-trafficking education model, providing free resources and training to help truckers identify and respond to potential incidents of trafficking that may otherwise go unreported.
Recognizing that truckers/travel plaza employees serve as crucial front-line responders, TAT’s industry-specific training materials supply trafficking hotline education and outline information needed to help law enforcement combat these crimes. TAT also partners with law enforcement and motor vehicle agencies on a state-by-state basis to provide anti-trafficking training to anyone seeking a commercial driver’s license.
Mercy Investment Services, which has engaged dozens of companies on human trafficking, continues to seek new avenues that can impact the lives of victims being trafficked. As such, Mercy Investment Services has partnered with Truckers Against Trafficking to advocate for trucking companies to train and educate their drivers – the eyes and ears of our nation’s highways. These men and women, along with those in the airline and hospitality industries, continue to make a difference in raising awareness and stemming the tide of trafficking in our country.
TAT’s latest step in driving this education is its Shipping Partners Program, which engages large, national shippers with extensive trucking networks, often numbering in the tens of thousands. Companies such as Walmart, Johns Manville and Bridgestone have joined the program. Through three simple but effective actions, TAT empowers shippers to make a huge dent in combating trafficking and saving lives: modify their request-for-bid proposals to encourage their carriers to get TAT trained and registered; invite TAT to present at their carrier bid meetings; and train their private fleet with TAT materials.
Date: Thursday, May 26, 2016, at 9:00 a.m. Central Time
Location: Prairie Ballroom at The Lodge at McDonald’s Office Campus, Oak Brook, Illinois
Information: Shareholders will be able to vote on two environmental, social, or governance (ESG) resolutions covered in Proxy Preview 2016 at the upcoming annual general meeting. To see the official proxy statement, visit here.
Proposal: Phase out antibiotic use in animal feed
Lead Filer: Benedictine Srs., Boerne – TX
Information: To read the full resolution in the proxy materials, see PROPOSAL NO. 7. Advisory vote on a shareholder proposal requesting the Board adopt a policy regarding use of antibiotics by its meat suppliers
Description: Three resolutions in 2016 address the overuse of antibiotics in animal feed, which is a contributing factor to growing antibiotic resistance, a developing and serious risk to public health. The Benedictine Sisters of Bourne, Texas, have returned to McDonald’s, asking it to:
• Prohibit the use of antibiotics important to human medicine globally in the meat supply chain (including for chicken, beef, and pork), for purposes other than disease treatment or non-routine control of veterinarian-diagnosed illness (e.g. prohibit use for growth promotion and routine disease prevention also known as prophylaxis).
• Identify timelines for global implementation of vision including for meats currently not supplied by dedicated suppliers.
Last year, the Benedictines helped prompt the company to end the use of antibiotics in its chicken supply chain, but it refiled this year because McDonald’s has not extended this commitment to other meats.
Proposal: Implement Holy Land Principles
Lead Filer: Holy Land Principles
Information: To read the full resolution in the proxy materials, see PROPOSAL NO. 6. Advisory vote on a shareholder proposal requesting that the Board make all lawful efforts to implement and/or increase activity on the Holy Land Principles
Description: Resolutions asking companies to implement the new Holy Land Principles for fair employment received low levels of support when they first went to votes in 2015, although notably high abstention rates. The campaign is continuing this year, however, with eight proposals now pending or gone to vote. Seven reprise last year’s request that each company “Make all possible lawful efforts to implement and/or increase activity on each of the eight Holy Land Principles,” an eight-point code of conduct about equal opportunity in the workplace.
The eight Holy Land Principles are as follows:
1. Adhere to equal and fair employment practices in hiring, compensation, training, professional education, advancement and governance without discrimination based on national, racial, ethnic or religious identity.
2. Identify underrepresented employee groups and initiate active recruitment efforts to increase the number of underrepresented employees.
3. Develop training programs that will prepare substantial numbers of current minority employees for skilled jobs, including the expansion of existing programs and the creation of new programs to train, upgrade, and improve the skills of minority employees.
4. Maintain a work environment that is respectful of all national, racial, ethnic and religious groups.
5 Ensure that layoff, recall and termination procedures do not favor a particular national, racial, ethnic or religious group.
6. Not make military service a precondition or qualification for employment for any position, other than those positions that specifically require such experience, for the fulfillment of an employee’s particular responsibilities.
7. Not accept subsidies, tax incentives or other benefits that lead to the direct advantage of one national, racial, ethnic or religious group over another.
8. Appoint staff to monitor, oversee, set timetables, and publicly report on their progress in implementing the Holy Land Principles.
The resolution is new to McDonald’s and five other companies.
To learn more about this year’s McDonald’s shareholder proposals, read the following articles:
Senior Vice President & Director of Shareholder Advocacy, Trillium Asset Management
Until the early 1980s, an annual minimum-wage income—after adjusting for inflation—was above the poverty line for a family of two. But that is not even remotely true today. With the federal minimum wage at just $7.25 per hour, working 40 hours per week, 52 weeks per year, yields an annual income of only $15,080, well below the federal poverty line of $20,090 for a family of three and $24,250 for a family of four.
It is not just low paid workers that are struggling. A December 2015 Pew Report found that the middle class is no longer the majority in America. This is concerning not only because the middle class has served as our economic backbone for generations but because this represents a shift of wealth and income away from this core of the American economy. The median income of middle class households was 4 percent less in 2014 than in 2000 and their median wealth (assets minus debts) fell by 28 percent from 2001 to 2013.
For investors, this increasing economic inequality represents a number of problems. On a purely social basis, research has shown that it leads to more health and social problems and weakens how well society functions. For example, Bureau of Labor Statistics reports that the higher one’s income, the more likely he or she is to receive sick leave from an employer. Specifically, sick leave benefits are provided to 87 percent of income-earning Americans in the top 10th percentile of income. In contrast, 20 percent of the bottom 10th percentile of income-earning Americans are provided the same benefits.
Low wages also present problems for individual firms because, as Costco CEO Jelinek wrote regarding the need to pay strong wages, “We know it’s a lot more profitable in the long term to minimize employee turnover and maximize employee productivity, commitment and loyalty.”
And for investors exposed to systemic risks and economy wide trends, poverty-level wages may raise risks related to weakening consumer spending and corporate social license. Studies by the International Monetary Fund and Morgan Stanley show economic inequality is hurting the potential for economic growth. But beyond avoiding risks, other studies suggest a minimum-wage increase could have a small stimulative effect on the economy. This is one reason why more than 600 leading economists, including seven Nobel Prize winners, argue the U.S. should raise the minimum wage and index it.
Since 2012 the ‘Fight for 15’ campaign has mobilized tens of thousands of restaurant workers in hundreds of cities across the country attracting widespread public, media and business attention for their call for raises to $15/hour. The CEOs of Morgan Stanley, McDonald’s and Panera have all indicated support for minimum wages to be raised. Peter Georgescu, chairman emeritus of Young & Rubicam, wrote in the NY Times that “[b]usiness has the most to gain from a healthy America, and the most to lose by social unrest.”
New shareholder initiatives on minimum wage reform will help address income inequality as well as strengthen the bottom line.
Senior Food Policy Director, The Humane Society of the United States
How people eat and produce food is changing in major ways, causing leading asset managers, banks and investment firms to rethink risks and opportunities in the sustenance sector.
Last fall, Blackrock, Fidelity, MFS Capital, the UK’s Coller Capital and The Humane Society of the United States co-hosted an event entitled, “The Humane Economy,” in which representatives from financial firms with combined assets of $17 trillion joined for a day to discuss the consequences of poor animal welfare in companies’ supply chains.
One major topic on the docket was egg production. Over the last several decades, the vast majority of laying hens have been moved into cages so cramped the animals can’t even spread their wings. Given less space than an iPad on which to live her entire life, each hen confined in these cages languishes for more than a year, unable to engage in her most basic natural behaviors.
Not surprisingly, the public is outraged. “Cruel and senseless” is what the New York Times called the cages. In fact, the Food Marketing Institute now reports that animal welfare outranks, for grocery shoppers, all other social issues except employment practices.
Corporations are responding. McDonald’s, Costco, Target, Denny’s and dozens of other major food companies have recently announced plans to switch to 100 percent cage-free eggs. Many of these policies were announced last year, leading Fox News to call 2015, “The Year of the Cage-Free Hen.”
This all presents major risks and opportunities to investors. Citigroup reports that “concerns over animal cruelty” can present “headline risks” to restaurant companies. The World Bank’s International Finance Corp. reported, “In the case of animal welfare, failure to keep pace with changing consumer expectations and market opportunities could put companies and their investors at a competitive disadvantage.”
Some major holders are adjusting their proxy voting guidelines accordingly. “Northern Trust generally votes for proposals requesting increased disclosure or reporting regarding animal treatment,” directs the billion-dollar firm, “especially in relation to food production.”
Even proxy firms like ISS and Glass Lewis have weighed in. “Glass Lewis believes that it is prudent for management to assess its potential exposure to risks relating to animal welfare policies,” the firm notes. “Failure to take action on certain issues may carry the risk of…a decreased customer base and potentially costly litigation.”
Indeed, as Americans become more information on how their food is produced—and voice their concerns about issues like animal mistreatment—how companies and their investors respond to that changing landscape may cause them to sink or soar in the years ahead.
2016 Annual Meeting
Date: Wednesday, May 25, 2016 8:00 a.m. PDT
Location: Chevron Park Auditorium, 6001 Bollinger Canyon Road, San Ramon, CA 94583-2324
Information: Shareholders will be able to vote on seven environmental, social, or governance (ESG) resolutions covered in Proxy Preview 2016 at the upcoming annual general meeting. To see the official proxy statement, visit here.
Proposal: Report on hydraulic fracturing/shale energy risks
Lead Filer: Sisters of St. Francis of Philadelphia
Information: To read the full resolution in the proxy materials, see Stockholder Proposal Regarding Report on Shale Energy Operations (Item 10 on the Proxy Card).
Description: The language at Chevron specifies it is interested in “water resources and community impacts.” This resolution, from the Sisters of St. Francis of Philadelphia, earned 26.8 percent in 2015, but support was down from a high of 40.5 percent in 2011.
It will be going to a vote for the sixth time.
The proxy statement reads:
Shareholders request the Board of Directors to report to shareholders via quantitative indicators on all shale plays where it is operating, by September 30, 2016, and annually thereafter, the results of company policies and practices, above and beyond regulatory requirements, to minimize the adverse water resource and community impacts from the company’s hydraulic fracturing operations associated with shale formations. Such reports should be prepared at reasonable cost, omitting confidential information.
Proposal: Change reserve replacement accounting
Lead Filer: As You Sow
Information: To read the full resolution in the proxy materials, see Stockholder Proposal Regarding Report on Reserve Replacements (Item 8 on the Proxy Card).
Description: As You Sow is proposing that Chevron report annually on their “reserve replacements in BTUs, by resource category, to assist the Company in responding appropriately to climate-change induced market changes. Such reporting shall be in addition to reserve reporting required by the Securities and Exchange Commission, and should encompass all energy resources produced by the company.”
Proponents request that, by February 2017 and annually thereafter in a publication such as the annual or CSR report, Chevron quantify and report to shareholders its reserve replacements in BTUs, by resource category, to assist the Company in responding appropriately to climate-change induced market changes. Such reporting shall be in addition to reserve reporting required by the Securities and Exchange Commission, and should encompass all energy resources produced by the company.
Proposal: Increase authorized dividend given stranded assets
Lead Filer: Arjuna Capital
Information: To read the full resolution in the proxy materials, see Stockholder Proposal Regarding Dividend Policy (Item 9 on the Proxy Card).
Description: In a reprise from last year, Arjuna Capital, which co-filed with As You Sow last year, has gone back to Chevron with its request that the company “commit to increasing the total amount authorized for capital distributions (summing dividends and share buybacks) to shareholders as a prudent use of investor capital in light of the climate change related risks of stranded carbon assets.” The proposal earned 3.2 percent in 2015.
The official proposal states:
Shareholders hereby approve, on an advisory basis, Arjuna Capital/Baldwin Brothers’ proposal that Chevron commit to increasing the total amount authorized for capital distributions (summing dividends and share buybacks) to shareholders as a prudent use of investor capital in light of the climate change related risks of stranded carbon assets.
Proposal: Adopt GHG reduction targets
Lead Filer: Tri-State Coalition for Resp. Inv.
Information: To read the full resolution in the proxy materials, see Stockholder Proposal Regarding Targets for Reducing Greenhouse Gas Emissions (Item 6 on the Proxy Card).
Description: At Chevron, the Tri-State Coalition for Responsible Investment wants the company to “adopt long-term, quantitative, company-wide targets for reducing greenhouse gas emissions in products and operations,” considering UN goals to limit warming to 2 degrees Celsius. This resubmitted proposal earned 8.2 percent in 2015.
Specifically, shareholders request:
the Board of Directors adopt long-term, quantitative, company-wide targets for reducing greenhouse gas emissions in products and operations that take into consideration the global commitment (as embodied in the Cancun Agreement) to limit warming to 2°C and issue a report by November 30, 2016, at reasonable cost and omitting proprietary information, on its plans to achieve these targets.
Proposal: Report on climate change strategy
Lead Filer: Wespath Investment Mgt.
Information: To read the full resolution in the proxy materials, see Stockholder Proposal Regarding Report on Climate Change Impact Assessment (Item 7 on the Proxy Card)
Description: Wespath Investment Management wants Chevron to assess annually “long-term portfolio impacts of public climate change policies,” explaining “how current capital planning processes and business strategies incorporate analyses of the short—and long-term financial risks of a lower carbon economy,” evaluating “the impacts of fluctuating demand and price scenarios on the company’s existing reserves and resource portfolio.”
The official proxy moment reads:
Shareholders request that by the Annual Meeting of Stockholders in 2017, Chevron Corporation (Chevron), with board oversight publishes an annual assessment of long-term portfolio impacts to 2035 of possible public climate change policies, at reasonable cost and omitting proprietary information. The report should explain how current capital planning processes and business strategies incorporate analyses of the short and long-term financial risks of a lower carbon economy. Specifically, the report should outline impacts of fluctuating demand and price scenarios on the company’s existing reserves and resource portfolio—including the International Energy Agency’s “450 Scenario,” which sets out an energy pathway consistent with the internationally recognized goal of limiting the global increase in temperature to 2 degrees Celsius.
Proposal: Report on lobbying
Lead Filer: Christopher Reynolds Foundation
Information: To read the full resolution in the proxy materials, see Stockholder Proposal Regarding Report on Lobbying (Item 5 on the Proxy Card).
Description: The lobbying transparency campaign begun in 2012 is coordinated by Walden Asset Management and the American Federation of State, County and Municipal Employees (AFSCME). For the last three years, political spending reformers and climate change activists also have been asking energy companies about their support for public policies that could mitigate global warming, tying together the two main themes of recent proxy seasons.
The proposal on lobbying for Chevron states:
the stockholders of Chevron Corp. (“Chevron”) request the preparation of a report, updated annually, disclosing:
Proposal: Nominate environmental expert to board
Lead Filer: NYSCRF
Information: To read the full resolution in the proxy materials, see Stockholder Proposal Regarding Independent Director with Environmental Expertise (Item 11 on the Proxy Card).
Description: NYSCRF has returned yet again to Chevron with its proposal about nominating an environmental expert to the board. The proposal has gone to a vote every year since 2010, and last year received just under 20 percent support, slightly less than in the previous three years. It asks that the company nominate at least one new director that:
To learn more about this year’s ExxonMobil proposals, read the following articles:
Principal, Intentional Endowments Network
Interest in sustainable investing is continuing to grow at college and university endowments. The Intentional Endowments Network (IEN), which grew out of an initial forum in April 2014 in Cambridge, MA, has now hosted five such forums bringing hundreds of endowments together to learn about various sustainable investment strategies. The hosts of these conversations include Hampshire College, Arizona State University, Mount Holyoke College and Portland State University.
Student pressure to divest from fossil fuels has sparked the conversation on many campuses, and endowments are responding in a variety of ways, with several taking strategic steps to address sustainability risks in their portfolios and to better align investments with institutional mission, values, and sustainability goals.
The University of California has joined several sustainable investing initiatives, including PRI, CDP, INCR and the Montreal Pledge, and has developed its own sustainable investing framework. The framework includes plans to develop guidelines to ensure that engagement with portfolio companies via dialogue, shareholder resolutions and proxy voting that is aligned with sustainability beliefs. This year UC co-filed a shareholder resolution with ExxonMobil calling for disclosure on the resilience of its business model in light of the Paris Agreement on climate change reached in December. It has also sold its coal and tar sands holdings and committed to divestment from the private prison industry.
In addition to a commitment to divestment, San Francisco State University has pledged to analyze the carbon footprint of its endowment annually to get a better understanding of carbon risk in its portfolio and to create socially responsible portfolio options for donors.
Yale University’s endowment sent a letter to its investment managers in 2014 indicating that they see climate change as an important investment risk that they expect all managers to consider when making investment decisions. This year the student-led Dwight Hall SRI Fund at Yale co-filed a shareholder resolution calling for ExxonMobil to disclose its lobbying expenditures. The chair of Yale’s Advisory Committee on Investor Responsibility has said that he will encourage the Committee to support the resolution.
Higher education has been, and needs to continue to be, at the forefront of serving the public good and ensuring a thriving civil society, including identifying and addressing sustainability challenges. Increasingly higher education fiduciaries are recognizing that aligning investment policies and practices with this mission is necessary and done right can benefit the portfolio in the short and long-term.
The Intentional Endowments Network is a venue for peer learning and collaboration to help make ESG investing the norm in higher education. Working with and through the leading organizations and initiatives, the network brings senior administrators, trustees and other key stakeholders into conversation to learn from experts and peers, build relationships and support action. A Steering Committee of endowment representatives and experts in the field serves as the core of the network and provides strategic guidance for the initiative. Several working groups meet regularly to explore key topics and development resources and projects to help endowments make progress on sustainable investing.