Other Political Activity Issues

Congruency: NorthStar Asset Management has a new proposal at Intel that raises its longstanding concern about consistency between companies’ public policy positions and their PAC and corporate spending, while also resurrecting the idea that shareholders should be afforded an advisory vote on prospective corporate spending. It asks the company to adopt a policy under which the proxy statement for each annual meeting will contain a proposal on political contributions describing:

  • the Company’s and [Intel Political Action Committee, “IPAC”] policies on electioneering and political contributions and communications,

  • any political contributions known to be anticipated during the forthcoming fiscal year,

  • management’s analysis of the alignment between the Company’s and IPAC’s prior year and next fiscal year political contribution expenditures as compared to the Company’s values, policies, and stated goals and an explanation of the rationale for any contributions found incongruent;

  • management’s analysis of any resultant risks to our company’s brand, reputation, or shareholder value;

  • and providing an advisory shareholder vote approving or prohibiting political contributions for the forthcoming year.

Notably, the resolution seeks disclosure about the company PAC, not just corporate contributions, similar to a 2017 proposal that earned 7 percent. In 2018, a proposal at Intel seeking a cost-benefit analysis of political spending, also covering PAC activity, earned 6.9 percent.

Government service: Trying to address problems with the “revolving door,” the AFL-CIO is continuing to press large financial companies to limit the financial benefits executives may receive if they work for the government. Its “government service golden parachute” proposal—now in its fourth year—is again before Citigroup and JPMorgan Chase, asking each to “adopt a policy prohibiting the vesting of equity-based awards for senior executives due to a voluntary resignation to enter government service.” It goes on to define this as equity-based awards including “stock options, restricted stock and other stock awards granted under an equity incentive plan,” and government service as employment by any U.S. federal, state or local government or any “supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such government or organization, or any electoral campaign for public office.”

JPMorgan has a new challenge at the SEC, saying it concerns ordinary business because of micromanagement, citing Staff Legal Bulletin 14J from October 2018 and the bulletin’s statement that some executive compensation proposals may be excludable. The bank suggests the proposal may be applicable to employees outside the executive suite. Last year, the SEC rejected a Citibank challenge that said the proposal was financially immaterial and otherwise unrelated to its business, as well as ordinary business. In its response, SEC staff noted that the proposal previously had earned substantial support.

The vote at JPMorgan was 29.3 percent in 2018, 26.7 percent in 2017 and 26.3 percent in 2016. At Citigroup, it was 35.3 percent in 2018, 33.5 percent in 2017 and 30.5 percent in 2016.