Proxy Preview 2023
Proponents have filed at least 542 shareholder resolutions on environmental, social and related sustainable governance issues for the 2023 proxy season, about the same as last year and on track to match or exceed last year’s unprecedented final total of 627. A shift at the Securities and Exchange Commission (SEC) last year dramatically cut the number of proposal omitted and far fewer companies have submitted challenges in 2023; 12 have been omitted to date and the SEC staff has yet to respond to 76 more challenges (compared with 103 in mid-February 2022). Withdrawals appear to be down—just 76 so far compared with 106 last year, but negotiations in engagements are ongoing and many are likely to produce agreements. While 454 were slated for votes as of mid-February, this number will drop.
Record high votes on many issues in 2021 appear to have prompted both more filings in 2022 and—to some extent—more expansive proposals. After the average vote then fell, though, proponents now have reframed some requests. The 2022 overall average also was pulled down by 34 votes on anti-ESG proposals that attracted average support of only 3.5 percent support.