ICCR has published the Proxy Book annually since 1974. This year’s guide presents the 283 resolutions filed by ICCR members — whether as lead or co-filer — as of January 27. While ICCR member-sponsored resolutions constitute a large part of the entire universe of ESG resolutions filed each year, still others are filed by institutional and individual investors unaffiliated with our coalition. This is particularly true with regards to governance resolutions, of which ICCR members file roughly 1/3 to ½ of all those filed.
The number of resolutions filed by ICCR members rose, from last year’s 257 to 283 – this increase isa continuation of a trend we’ve seen for the last 5 years. The total number of companies receiving resolutions this year is down slightly to 165 from 182 last year.
ICCR members have already negotiated 28 substantive agreements with companies, and have withdrawn their resolutions as a result. Successes include: Exxon’s appointment of a climate scientist to its board of directors.Two companies — Jack in the Box and Restaurant Brands International — made commitments to curb or phase out medically important antibiotics used in chicken.
Wells Fargo agreed to revise its bylaws to separate its CEO and Board Chair roles.And Valeant agreed to clawback executive incentive pay for misconduct.
Investor concerns about climate change (66) as well as corporate influence through lobbying and political spending (48) continue to dominate as themes, followed by inclusiveness (46).This year filings increased significantly related to climate change (up 14), health (also up 14), and inclusiveness/diversity issues (up 17).In response to mounting anxiety about climate risks to business, ICCR members filed a record number of resolutions addressing climate-related topics, 13 more than in the previous year. 66 of these dealt primarily with climate change, and for instance, called on companies to develop business plans for a 2C warming scenario; to reduce their methane leaks; and cut their GHG emissions using science-based targets. In terms of companies, ICCR’s members are prioritizing heavy emitters such as electric utilities and power companies.Members also filed an additional 38 resolutions addressing climate change indirectly, via the lenses of lobbying, food, and water. After climate change, filings addressing corporate lobbying and political contributions disclosure formed the second major stream of ICCR member filings, with 48 resolutions. While 16 dealt with lobbying in general, an additional 21 emphasized climate change in particular. 10 resolutions addressed companies’ political contributions. Resolutions on diversity and inclusiveness represented the third major stream of resolutions this year. The bulk of these filings called for greater board and workplace diversity – long areas of investor concern, while a new crop of 8 resolutions addressed the gender and race pay gap. A new resolution addressed the business risks of operating in states with anti-LGBT legislation. Investors also called out inconsistencies between BlackRock’s EEO policy, which prohibits discrimination on the basis of sexual orientation and gender identity, and its proxy voting record.
25 resolutions this year dealt with corporate governance themes. A large group of these asked that resolutions be decided by a simple majority of the votes cast FOR and AGAINST – a vote-counting method that excludes abstentions. Another cluster called for separation of CEO and Chair roles. 22 resos were filed on a variety of environmental & sustainability topics, including fracking, recycling, sustainability reporting and integrating sustainability metrics into executive pay.