Alliance Advisors' "2023 Proxy Season Preview" includes helpful insights, data, and intelligence on a wide range of trending shareholder proposals—including proposals addressing shareholder rights and pay equity, board and workplace diversity, human capital management, healthcare-related matters (e.g., abortion access), political activities, climate change, and conservative initiatives, based on filings as of April 13.
By the numbers, proposals are down year-over-year, from 987 last year to 873 this year, particularly as relates to special meeting proposals (120 proposals in the 2022 season (full year) vs. 39 proposals this season through April 13).
Bloomberg Law reported that SEC Corp Fin Chief Counsel Michael Seaman said at an ABA conference last week that Rule 14a-8 no-action requests are down approximately 25% year-over-year but that staff has granted a much higher percentage of exclusion requests—46% this season compared to about 30% last season.
The Center for Political Accountability reported in its newsletter that its “partner shareholders” have filed 26 proposals this season (compared to 22 last year), 10 of which reflect its new Model Code proposal and the balance of which are in line with its historical political spending disclosure and accountability proposals.
Minerva Analytics highlighted the considerable rise in the number of shareholder proposals season-over-season regarding reproductive health, climate, and political spending:
The post also notes a 66% increase in anti-ESG proposals, the majority of which have been filed by The National Center for Public Policy Research and the National Legal and Policy Center (see last week’s report re: “Free Enterprise Project”). The increase in proposals filed is attributed in part to SEC SLB No. 14L, which is also associated with a sharp decline in proposals deemed eligible for exclusion.
Insightia’s Rebecca Sherratt reported a spike in shareholder support for compensation-related proposals. Nine proposals thus far this season have garnered an average of 38.8% support, compared to 25.7% last year and 6.1% in 2021, over the same time frame. “Say-on-severance” proposals in particular are drawing strong support, at 61.7% (Becton, Dickinson & Co.), 41.2% (Deere & Co.), and 33.2% (Kaman Corp.). Gender and ethnic pay equity proposals at Apple and Boeing garnered 47.4% and 33.8% support, respectively.
Courtesy of Proxy Analytics, the table below summarizes proposals voted and the voting outcome of ESG-related shareholder proposals season-to-date. “New” proposals are those voted the week of April 24, deemed the second full week of the proxy season.
Compared to the 2022 proxy season, average support for shareholder proposals overall has declined from 33% to 28%. By proposal category, average support is down season-over-season as follows (with the second percentage figure for each proposal category reflecting the percentage decline excluding proposals with a favorable or no management recommendation and anti-ESG proposals, which reportedly tend to skew the results: Governance (5% | 5%); Diversity & Human Capital (9% | 15%); Environmental & Natural Capital (10% | 18%); and Human Rights-related (13% | 6%).