Voting is integral to the democratic process. During the 2020 U.S. Presidential election, it felt as though you could hardly go a day without hearing a celebrity or politician urging the public to vote.

In September 2020, the SEC under Chairman Jay Clayton issued amendments to Rule 14a-8 that substantially restrict shareholders’ access to the corporate proxy statement. The Clayton SEC’s actions came in the context of years of lobbying by major trade associations like the Business Roundtable, the U.S. Chamber of Commerce, and the National Association of Manufacturers to limit shareholders’ ability to effectively engage with the companies they own on critical environmental, social, and governance issues.

The 2022 proxy season reflects the ascendance of support for ESG shareholder proposals, along with policy changes at the SEC that both support and undermine these proposals.

In November 2021, the SEC adopted final rules that will require parties in a contested corporate director election to use universal proxy cards for shareholder meetings held after August 31, 2022. Under the new rules, both the company and any shareholder seeking to elect a slate of director candidates at a shareholder meeting will be required to use proxy cards that include the names of all director nominees presented for election at the meeting.

We need to get real on climate change. The world is now awash in grand promises and ambitions to deliver net zero carbon emissions by 2050, in line with a 1.5C global warming cap; but these promises are not being backed by hard capital commitments. Turning the spotlight on the hidden world of accounting can help.

To avoid impending climate catastrophe, vast investment must be diverted from fossil fuel-based power generation, industrial processes, transport, and land use to carbon-free alternatives.

Investors have filed resolutions with Five Below, Dollar General, Bed Bath & Beyond, and Kroger to expand and improve chemical safety programs. This comes at a time when regulatory risk and consumer concern is rising.

Each year, investors express more interest in company action to combat climate change. In response, companies make highly publicized statements that they are aligned with the Paris Accord or have a net zero commitment to persuade investors, the SEC, and customers that their corporate practices are in line with keeping global temperature rise below 1.5 degrees Celsius.

Climate change is referred to by leading economists as the greatest market failure in human history, with potentially disruptive implications on the social well-being, economic development, and financial stability of current and future generations: conservative estimates see unabated climate change leading to global costs equivalent to losing in-between 5 to 20% of global gross domestic product (GDP) each year, now and forever.

In July 2021, ClearBridge Investments announced it had joined the industry-leading Net Zero Asset Managers Initiative (NZAM), an international group of asset managers committed to supporting the goal of achieving net-zero greenhouse gas emissions globally by 2050. We are proud to be part of a community of over 200 asset management peers, representing over $50 trillion, in this commitment.

As more companies announce net zero emissions by 2050 commitments, many are relying on carbon offsets to achieve these targets, rather than decarbonizing their own operations and value chain. This business-as-usual approach risks continuation of unabated carbon pollution from the extraction and combustion of fossil fuels.

As food manufacturers begin to more widely acknowledge and address the material risk of climate change and biodiversity loss, they must also acknowledge the role pesticides play.

Plastics currently impose a lifecycle social cost at least ten times higher than their market price. While ubiquitous plastic waste dominates public perception, threats to the climate and health are mounting. Despite rising understanding of the broad landscape of risks facing the current fossil-fueled plastic economy, the oil and gas industry is betting on a world that uses more and more virgin plastics.

In 2021, As You Sow shifted its focus on plastic pollution from asking companies to make plastic packaging more recyclable to using less plastic, with terrific results. Our proposals to 10 major consumer goods companies led five companies, including Target and Walmart, to agree to cut virgin plastic use by more than 700,000 tons by 2025.

The Say on Climate global shareholder initiative aims to move companies to develop net zero transition plans, adopt annual 5 percent GHG emissions reduction targets (aligned with Climate Action 100+ benchmarks), provide annual emissions disclosure, and give shareholders an annual vote. The annual advisory vote would be similar to votes on executive compensation, but it would be about implementation of a company’s climate transition plan.

Most utility companies are not including Scope 3 emissions from the corporate value chain in their net zero climate targets. Yet, emissions from customers’ use of natural gas for heat and other applications, purchased power emissions, and methane leakage from the production and distribution of natural gas can amount to as much as half of a utility’s total emissions.

In 2020, after George Floyd’s murder, we monitored many of the CEO statements and company pledges to support the Black Lives Matter movement and to increase their diversity, equity, and inclusion efforts. Now, in 2022, employees and investors want to see real progress on these pledges.

When done responsibly, business can be a driving force for prosperity and inclusive economic development. Yet, far too often, companies in many different sectors harm people and planet in their operations or value chains.

Oil is already flowing through the Enbridge Line 3 tar sands pipeline, a project that has been subject to several years of protest, litigation, and opposition led by Indigenous Peoples and Indigenous-led organizations.

Oxfam and co-filers have filed shareholder proposals at Moderna and Pfizer asking the companies to study how they might transfer Covid-19 vaccine technology and know-how to manufacturers in low- and middle-income countries. The companies’ refusal to transfer mRNA technology is prolonging the Covid-19 pandemic.

As the great resignation rages on and businesses struggle to retain top talent, shareholders argue that more transparency about diversity and inclusion data will help companies drive need advancements in social and racial equity. Some 65 shareholder proposals this year seek information on decent work, and another four dozen ask for workforce diversity data.

Lobbying by companies can provide governments with valuable insights and data for public policy making, yet only 8 percent of the world’s 1,000 largest companies report their spending on lobbying to investors.

On February 20, 2022, McDonald’s confirmed that Carl Icahn nominated both Maisie Ganzler and me for the company’s board of directors in response to McDonald’s failure to meet a public pledge it made ten years ago to end the egregiously cruel and controversial practice of pig gestation crates by this year.

As the 2022 proxy season unfolds, there’s good news and concerning news about companies and their political spending. Which wins out – greater control over political spending or a return to “business as usual” – will affect how companies fare as shareholders pay even closer attention to what they do with their political money and how it aligns with their values and positions.

After George Floyd’s murder in May 2020, stakeholders in public companies asked management and boards what they could do about racial injustice. Without any metrics to define best practices and separate leaders from laggards, there was no way to measure and therefore manage this critical social issue.

Interfaith Center on Corporate Responsibility (ICCR) members have a long history of supporting calls for diversity and justice, including respect for the rights of Indigenous Peoples and addressing the negative impacts of policies and practices on communities of color.

Reproductive rights are on the line this year as the U.S. Supreme Court considers a direct challenge to Roe v. Wade, the landmark decision protecting the right to access abortion without excessive government restriction. Should Roe be overturned or gravely weakened, as is widely anticipated, as many as 26 states are poised to ban abortion completely within their borders.

Online child sexual exploitation is a global crisis that is growing at an exponential rate. Yet efforts to promote online child safety and privacy have met strong opposition from privacy and human rights proponents. Child safety and internet privacy do not have to conflict, even though advocates on each side seem to be at odds.

Board diversity is improving, but this is not the time to back down. Companies, shareholders, and the overall economy benefit when board oversight better reflects the marketplace and draws from the broadest possible talent pool.

Investors increasingly are ready to hold board members of U.S. public companies accountable for failing to appropriately oversee their companies’ climate-related risks and opportunities.

Shareholder resolutions requesting companies disclose plans to achieve net zero emissions by 2050 received increased support in the 2021 proxy season. While this is a positive development, companies must do more to cut emissions in half by 2030 to meet the Paris climate treaty goals. The way to make this work is to have a direct link to executive compensation packages. If the board sets a real financial incentive then executives will make it happen.

The Shareholder Commons has filed or otherwise supported 19 shareholder proposals in 2022 that focus on systematic risks, including mis/disinformation, climate change, and antimicrobial resistance. The common thread running through these proposals is how a company’s externalized costs affect shareholders by reducing the value of other assets in their portfolios.

The definition of what it means to invest is changing. Today, investors are looking beyond their trading terminals and tackling investing risks in the real world, where value is created, as well as in the capital markets, where it is priced.