If you own shares in publicly traded companies, you can use your investor power to shape corporate policy for the better.
As an owner of the company, you have the right to use your voice—and vote—through the shareholder resolution process to direct company management to make change.
When you vote in favor of social and environmental progress at the companies in which you own stock, you are joining powerful shareholder allies who have a track record of shifting the priorities of corporate America.
What are corporate resolutions and how do they work?
Shareholder resolutions are 500-word formal requests for corporate management to take a specific action related to the operations of their company.
Shareholders, as collective owners of the company, have the right to propose and vote on resolutions annually related to a variety of issues—corporate governance, employment policies, supply chain management, environmental and social justice issues, and other concerns. Resolutions alert corporate leadership to growing interest by investors in risks to the company’s future performance and can inspire company action to address these concerns, which is why it is so important that all shareholders cast their votes—every vote counts!
“The filing and refiling of resolutions keeps key issues in front of management year after year and does not require majority support to spur improvements,” says Cathy Cowan Becker, Green America’s responsible finance campaigns director.
If a resolution earns at least 3% support in its first year, it can reappear the next year. A resolution must earn 6% support in its second year, and then 10% every year thereafter to continue to reappear. Each appearance of a resolution draws negative media attention to the company and raises investor and consumer awareness of serious issues with its operations, until the company is persuaded to act.
While companies were once resistant to even examining their social and environmental effects, increasing shareholder and consumer focus over time on such issues has made the issuance of a “corporate social responsibility” report commonplace in 2024. Shareholders have demonstrated succcess in persuading companies to address issues as varied as product safety; waste management; the climate crisis; and diversity, equity, and inclusion priorities.
Every proxy season, Green America tracks resolutions for environmental, social, and governance matters. We compile these so our readers that happen to also be direct shareholders can learn more about what is on their proxy ballot.
So, what happened in the 2023 season?
The State of Climate
Climate resolutions have become more ambitious in scope in recent years, consistent with the scale of the problem, pushing companies to do more than just issue reports, but to actually reduce emissions, strengthen their climate risk management, or begin phasing out their reliance on fossil fuels overall.
Climate-related resolutions were the biggest category of resolution filed in 2023; shareholders voted on 60 resolutions. Notable successes included 47.4% support for a resolution asking PACCAR Inc., the commercial truck manufacturer, to issue a report on how the company’s climate lobbying aligns with the goals of the Paris Agreement on climate change; and 36.6% support for a resolution asking ExxonMobil to measure its methane emissions.
Heidi Welsh, founding executive director of the Sustainable Investments Institute—a nonprofit research firm analyzing organized efforts to influence corporate behavior—says that historically, ambitious resolutions that require a serious change to a company’s business model may take longer to achieve majority support.
Welsh cited a resolution asking JP Morgan Chase to restrict lending to fossil-fuel companies as an example.
“You’re asking companies to completely restructure their lending portfolios to phase out a cornerstone of the current modern economy, which is based on fossil fuels,” says Welsh, who points out that more modest resolutions also took time to build support in the past. To plan for a fossil-free future, it remains important for shareholders to keep pushing for their clear vision of corporate transformation on climate issues, year after year.
The State of Diversity
Bank of America, Ford Motor, and Target all faced resolutions requesting these companies to report on the success of their diversity programs; all resolutions were withdrawn prior to a shareholder vote. Welsh notes that withdrawal is usually a positive outcome.
“A withdrawal in almost every instance comes because the proponent and the company have sat down to talk about the issue,” says Welsh. “The company has agreed to do enough to persuade the proponent that the company is moving forward and doing at least some of what the proponent has asked for.”
The shareholder advocacy organization As You Sow, which tracked the resolutions’ progress, reports that for each proposal withdrawn, filers and the company reached an agreement on next steps.
Welsh notes that investors are interested in making decisions based on hard data, which, in the case of diversity-related resolutions, demonstrates that a commitment to company diversity will pay dividends for investors. For example, a 2020 McKinsey report demonstrated that companies committed to diversity, equity, and inclusion (DEI) in management are more profitable. Similarly, a November 2023 As You Sow report, which analyzed more than 1,600 publicly traded US companies, found greater diversity in corporate management to correlate with many benefits to the company, including income after taxes, and long-term growth.
“Simply put, a diverse workforce led by a diverse management team performs better financially,” said Andrew Behar, CEO of As You Sow.
The State of Racial Justice
Shareholders at Alphabet, Amazon.com, AT&T, Bank of America, Altria, and BlackRock filed resolutions requesting that these companies report on racial justice impacts and plans. None of these resolutions achieved majority support, and some did not appear on the ballot.
However, a resolution doesn’t need to win the majority to provoke a company to respond with improvements.
Cathy Cowan Becker, Green America’s responsible finance director, says that a resolution that garners at least 20 to 30% support could lead to company to take action anyway. While not a majority percentage, such a vote still represents millions or billions of dollars of investor leverage, and companies are likely to listen.
For the racial justice resolutions that did make it to the proxy ballot (AT&T, Amazon.com, and Altria), they garnered between 21% and 30% of the shareholder vote. With votes like that, companies may recognize that concerns about their racial justice outcomes will not go away and will consider ways to enact new policies.
Looking Ahead to the 2024 Season
As You Sow’s 2024 Proxy Preview and Green America’s look at shareholder resolutions will be released in March. Use these resources to find information on upcoming resolutions; if you are a shareholder, you have the opportunity to vote.
Already one 2024 development reflects the recent ESG backlash. In February, ExxonMobil filed suit against investors who proposed a resolution calling on Exxon to reduce its emissions. Exxon’s unusual lawsuit alleges that the resolution is driven by an “extreme agenda” and does not serve investors’ interests. “This amounts to tactics of intimidation and bullying” of investors, said Natasha Lamb, chief investment officer at Arjuna Capital, which filed the resolution.
Most importantly, however, Welsh reminds us that making change in the shareholder arena is a long game, and in that long game, shareholders are powerful, “There are trillions of investor dollars behind efforts to get companies to do the right thing.”
