This section of the report presents information the 435 shareholder proposals investors have filed so far for the 2021 proxy season, up from 429 at this point in 2020. 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 handful of 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 a little bit higher than last year, and up from 387 that had been filed at this point in 2019. As noted above, although new SEC rules have significantly increased resubmission thresholds and made it much harder to file proposals, these will not go into effect until 2022. Whether the new Biden administration will spend political capital to alter the new rules, which are very unpopular with proponents, remains an open question—as does whether proponents will sue to overturn the rule and what the outcome of any litigation might be.
Structure of the report: Information is presented in three main areas—Environment; Social and Sustainable Governance. A separate section covers Conservatives. We note how many proposals have been filed in each category, which are now pending, how many have been withdrawn for tactical or substantive reasons after negotiated agreements with companies, and the disposition of challenges to the proposals at the SEC under its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 www.proxypreview.org 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 annually during the Trump administration; those set out some new interpretations from the commission’s Division of Corporation Finance about whether a resolution concerns “ordinary business” or is “significantly related” to company business.
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.