Last month we saw weeks of Congressional hearings on proxy advisors and how regulations could (or should) evolve in light of new risks.
For us at Reynders, McVeigh, these hearings bring up one important topic – what does it mean to be an active shareholder? The ways in which we can be a responsible fiduciary in this current environment are varied and vital.
What Does it Mean to be an ‘Active Shareholder’?
Sustainable investing isn’t as simple as divesting from so-called sin stocks (read more about what that means here).
It is also about the ongoing work by a fiduciary to assess companies’ risk and operations. We know to speak up when our experience tells us something is amiss or that we could provide real value to the company. Why and when we speak up can vary, but proxy voting is one built-in opportunity.
What is Proxy Voting?
In the US, all public companies must file a proxy statement with the SEC and show it to all shareholders before their annual meeting (usually in the Spring).
The statement includes relevant information for any votes proposed by company management or select shareholders that will be held at the meeting. Generally, these votes center on the board of directors, executive compensation, and shareholder proposals.
Shareholders of the company are eligible to vote on these matters, which is proxy voting.
How Does it Relate to Responsible Investing?
In recent years, proxy voting has shifted to include broader issues relevant to the company’s operations, like family leave, living wages, and climate risks.
These expanded votes are an opportunity for active shareholders who meet the threshold requirements to put forward proposals. This can help guide the company toward more sustainable and equitable operations.
The entire process by which a proposal is submitted, discussed, and ultimately dismissed or added to the ballot and then voted on matters. Some proposals may be ‘withdrawn’ before voting, which often means they were negotiated before the meeting and don’t need a broader vote. Or proposals that make it to the vote may not be ‘passed’ but still get enough votes to be added to the following year’s ballot. This ensures a continued discussion of the topic and signals a degree of importance to the board.
Recent Trends in the Proxy Voting Process
This drop in voting support doesn’t necessarily correlate with a decline in interest. The proposals can be overly prescriptive, which limits investor backing even if the topic remains relevant and important. Further, 22% of ESG proposals were withdrawn in 2023, which can indicate an interest in negotiation between the proponent and the company.[iii]
A recent Harvard review broke down some of the most pressing topics presented during this year’s proxy season as they relate to last year’s discussions, including proposals volume by subject.[iv]
Where is Reynders, McVeigh in this Process?
We recognize our power to help companies in which we believe to continue to evolve. From initiating conversations around key issues year-round to voting on proposals, our efforts reflect our experience and always prioritize our client’s interests and needs before all else.
In the past few years, our work has centered on three main issues: corporate political spending, food systems, and DE&I.
Corporate Political Spending
Since the Supreme Court’s decision on Citizen’s United in 2010, corporate America has become increasingly involved in political spending. It is a relatively new and troubling trend.
We feel it is a waste of shareholder money, a liability to the company, and a threat to our democracy, particularly since it is unregulated and undisclosed. Corporate spending on both sides of the aisle needs to stop.
We’re initiating conversations with our portfolio companies to try and reduce the amount of political spending they are doing. As these conversations progress and stall, we’ll continue to escalate the issue to ensure it gets due consideration from all shareholders, which could include future proposals.
We are not the only investors or stakeholders working on this front, and we’re looking forward to setting new expectations for how corporate America is involved in our political process.
This vast and complex topic is particularly important to our clients. Transitioning towards an economically and environmentally sustainable global food system is in our collective best interest.
Through conversation and voting, we address issues such as plastic packaging, agricultural emissions, accessible and affordable nutrition, and more.
There are many stakeholders working on this dynamic topic, helping companies assess, report, and manage their emissions. We are excited about the progress thus far, as well as the work ahead both before and during the proxy seasons.
Diverse companies with diverse leadership perform better on key business measures such as net profit, stock performance, volatility, and more. DE&I is material to company performance, which is why it is one of our key focus areas.
Larger companies are required by the SEC to submit demographic workforce data annually.[v] Much of our recent focus has been ensuring companies make that data public. It requires no additional investment and is an excellent measure for investors to compare like data that companies have already compiled.
What Do We See on the Horizon?
We continue to act in the best interest of our clients on evolving topics like CEO compensation, adequate family leave, and Scope 3 emissions reporting. This includes everything from letter writing to ongoing dialogues to submitting shareholder proposals and voting on key ballot measures.
We also think that terms like ESG may evolve into more specific and useful language that helps us all more clearly assess company performance and uphold our fiduciary responsibilities through corporate engagement, like proxy voting.
DISCLOSURE: This material is proprietary and may not be reproduced or transmitted to any third party without the prior, written consent of Reynders, McVeigh Capital Management, LLC (“RMCM”). This material is educational in nature and does not constitute investment advice or a recommendation to transact in a particular sector or in a particular manner. Statements regarding potential events or outcomes in the future are not guarantees of future performance, and actual results or developments may differ materially from those statements. All investments involve risk, including a loss of principal, and RMCM’s past performance is not indicative of future results.
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[i] “An Early Look at the Proxy Season,” Georgeson, June 2023, https://images.info.computershare.com/Web/CMPTSHR1/%7ba71e7ae0-76c4-4d02-92bd-b8836254bf4e%7d_Georgeson-US-Early-Proxy-Season-Report-2023.pdf
[ii] “An Early Look at the Proxy Season,” Georgeson, June 2023, https://images.info.computershare.com/Web/CMPTSHR1/%7ba71e7ae0-76c4-4d02-92bd-b8836254bf4e%7d_Georgeson-US-Early-Proxy-Season-Report-2023.pdf
[iii] “An Early Look at the Proxy Season,” Georgeson, June 2023, https://images.info.computershare.com/Web/CMPTSHR1/%7ba71e7ae0-76c4-4d02-92bd-b8836254bf4e%7d_Georgeson-US-Early-Proxy-Season-Report-2023.pdf
[iv] Paul Washington and Merel Spierings, “2023 Proxy Season: More Proposals, Lower Support,” June 2, 2023, https://corpgov.law.harvard.edu/2023/06/01/2023-proxy-season-more-proposals-lower-support/
[v] EEO-1 Data Collection, U.S. Equal Opportunity Employment Comission, https://www.eeoc.gov/data/eeo-1-data-collection