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The 2022 Proxy Season

This section of the report presents information on the 529 shareholder proposals investors have filed so far for the 2022 proxy season, up from 435 at this point in 2021. 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 23 proposals are included in the aggregate totals but not described in detail since they have yet to be made public by the proponents. As noted in the executive summary, new rules about filing and resubmitting proposals have kicked in but may be overturned by a lawsuit from proponents; a hearing is now scheduled for late May, too late to have any impact on the spring proxy season. The SEC also has rescinded interpretive guidance from the Trump era which means fewer resolutions may be omitted. Further, the SEC has proposed a new rule for proxy advisory firms put in place under the former administration; it was unpopular with investors.

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 We note how many proposals have been filed in each category, which are now pending, how many have been withdrawn for tactical or substantive reasons after negotiated agreements with companies, and the disposition of challenges to the proposals at the SEC under its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. 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 projected month of the annual meeting. Investors will know the actual dates when companies issue their proxy statements, about six weeks or more before their annual meetings. The status column also indicates if a proposal has been omitted or withdrawn. To vote on proposals, investors must own the stock as of the “record date” set by the company, about eight weeks before the meeting; the precise data is noted in each proxy statement.