This section of the report presents information on the 527 shareholder proposals investors have filed so far for the 2024 proxy season. The number is down from 536 at this point in each of the two previous years, when the annual count ultimately reached 630 each year. Additional proposals for spring votes will show up as the season progresses and more will be filed for meetings that occur after June. Proponents are notably more reticent about making their plans public this year and more than 70 are included in the overall totals for this report but not described in more detail; this is down from about 30 last year. The drop in overall support for resolutions seems to have emboldened more no-action challenges at the SEC, even though its current interpretation of the rules allows more proposals than in the past.
Structure of the report: Information is presented in three main areas—Environmental Issues, Social Issues and Sustainable Governance. A separate section covers Anti-ESG. We note how many proposals have been filed in each category, which are now pending, how many have been withdrawn for tactical or substantive reasons after negotiated agreements with companies, and the disposition of challenges to the proposals at the SEC under its shareholder proposal rule. Rule 14a-8 of the 1934 Securities and Exchange Act allows companies to omit proposals from their proxy statements if they fall into certain categories such as dealing with mundane, “ordinary business” issues. (See the Proxy Preview website for details on the rule.)
Analysis in this report focuses on the resolved clauses and how these compare to previous proposals, as well as previous support for resubmitted resolutions and new developments. We pay close attention to the SEC’s interpretations of the omission rules, considering guidance documents released by the commission’s Division of Corporation Finance.
Key information—Within each section, tables present key data: each company, the resolution, the primary sponsor and the meeting month. At this point in the year, most stated meeting dates are estimates based on last year, as companies release their dates about six weeks or more before their annual meetings—the majority of which occur from mid-April to mid-June. Those dates that are already public are included.
Voting eligibility—To vote on proposals, investors must own the stock as of the “record date” set by the company, about eight weeks before the meeting; this date is specified in the proxy statement.