This section of the report presents information on the 429 shareholder proposals investors have filed so far for the 2020 proxy season. Additional proposals for spring votes will show up as the season progresses and more are likely to be filed for meetings that occur after June. A total of 55 proposals are included in the aggregate totals but not described in detail since they have yet to be made public by the proponents. The numbers this year are much higher than the 387 filed last year at this time, but the 2019 season was affected by the six-week government shutdown, which included the Securities and Exchange Commission (SEC). As noted above, this year’s season is not likely to be affected by the current rulemaking, but its promise to restrict filings in the future may have prompted more proponent vigor in 2020.
Structure of the report: Information is presented in three main areas—Environment, Social and Sustainable Governance (ESG). A separate section, entitled Conservatives, covers resolutions filed by shareholders on issues that reflect conservative social views. We note how many proposals have been filed in each category, which are now pending, how many have been withdrawn for tactical or substantive reasons after negotiated agreements with companies, and the disposition of challenges to the proposals at the SEC under its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 Appendix on the PP 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, given new guidance documents from the commission issued in each of the last three years that set out some new approaches from the commission’s Division of Corporation Finance about whether a resolution concerns “ordinary business” or is “significantly related” to company business.
Key information—Within each section, tables present key data: each company, the resolution, the primary sponsor and the estimated month for each company’s 2020 annual meeting if it is pending.
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.