In total, HII filed and co-filed shareholder resolutions at 16 corporations across North America for the 2019 proxy season. We are currently in the process of adding our resolutions and engagement for 2019, and our website is being updated with a brand new feature – our Shareholder Resolution Database – check it out, below! And please check back periodically for new additions and developments.
In the meantime, scroll down further to read about our most recent shareholder advocacy work.
|Company||Initiative||Resolution (Summary)||Date/Proxy Year||Status|
|Company||Initiative||Resolution (Summary)||Date/Proxy Year||Status|
Advocacy in 2019
Alphabet, Inc. (GOOGL):
Once again, Alphabet, the parent company of Google (GOOGL), has been under scrutiny for privacy and censorship with regards to their operations in China. HII co-filed with lead-filer Azzad Asset Management, a proposal pertaining to a censored search tool, code-named “Dragonfly”, developed for the Chinese market. The proposal asks that GOOGL publish a Human Rights Impact Assessment on the actual and potential impacts and risks involved in a censored search tool in China. As Human and Civil Rights, privacy and free-speech advocates, HII found this resolution to be very compelling and wanted to support the efforts of Azzad Asset Management.
Amazon, Inc. (AMZN):
Amazon has been in the news a lot, lately, and one of the reasons behind their increased publicity is the controversy regarding their facial recognition technology, “Rekognition”. Along with a number of other colleagues and allies including Open MIC and ACLU, HII addressed the potential threats to privacy, human and civil rights through shareholder resolutions asking for enhanced fiduciary duty, as well as a ban on marketing and sales of this technology to governments and law enforcement agencies. We have had the opportunity to have a conversation with the AMZN legal team, and although they have issued a No-Action request, we are steadfast in our position on AMZN facial recognition technology and are responding to the challenge.
Bank of America (BAC):
One more resolution with a bank regarding Human and Indigenous Peoples’ Rights – the theme of 2018 that has carried over to 2019. Again, another company that refuses to accept enhanced responsibility, accountability and due diligence regarding these matters. Bank of America has challenged our request for strengthening their Human and Indigenous Peoples’ Rights policies, and after careful consideration, we have decided to withdraw our resolution based on an agreement with BAC to continue engaging in dialogue about the aforementioned policies.
Bank of Nova Scotia (Scotiabank) (BNS):
Scotiabank received a re-drafted version of our 2018 proposal, where we continue to demand a more comprehensive and substantial policy on Human and Indigenous Peoples’ Rights. We have been pursuing these issues with a number of other companies, mainly financial institutions for a few years, now, but none more doggedly than Scotiabank. We have been urging the corporate board to include language in their governance documents to secure and uphold the rights, specifically Human and Indigenous Peoples Rights, surrounding their financial involvement in the construction of the Dakota Access Pipeline (DAPL). Our dialogue has led to some additional language in their human rights policy, but nothing that satisfies our initial request for changes and additions to their governing documents, such as Articles of Incorporation or By-laws. We have recently declined their request to withdraw our proposal after further fruitless discussion. Recently, we have learned that shareholders will, once again, have the opportunity to vote on our resolution at the 2019 annual meeting of shareholders. This proposal continues to focus on the board of directors in an effort to convince them as fiduciaries, to take responsibility for the harm they have inflicted by lending bank funds to support major pipeline projects negatively impacting indigenous peoples and communities.
We have re-filed an updated version of our 2018 Citigroup resolution for 2019, on Human and Indigenous Peoples’ Rights, much like our other proposals stemming from numerous corporations’ financial support and involvement in the construction of the DAPL. We strongly urge Citi to “put their money where their mouth is” and make the necessary changes to the governance documents ensuring the protection of Human and Indigenous Peoples’ Rights. Our proposal has (of course) been challenged, and after a conversation in early January, HII agreed to withdraw the resolution on the terms that C would continue dialogue with us on the Human and Indigenous Peoples’ Rights.
Coca-Cola Company (KO):
A new idea for an approach to address the health concerns and issues that have surrounded KO for decades is HII’s resolution crafted to request that the company issue an independent report on Sugar and Public Health. This is to be conducted by independent scientists and health experts and other professionals in related fields to obtain information and input on KO’s sugar products marketed to consumers, especially KO’s preferred demographic to target – the youth. KO has not requested a conversation regarding the proposal, but their legal team has already challenged our resolution. We responded to that challenge, they responded, and we came back again with another response. After our final rebuttal, the KO legal team stated that they had no further response. We are currently awaiting a ruling from the SEC as to whether they will allow Coca-Cola to omit the proposal from their 2019 Proxy Material and Shareholder Ballot.
Facebook, Inc. (FB):
HII co-filed an updated version of the 2018 proposal on Content Governance at Facebook which is spearheaded by the lead-filer, Arjuna Capital. The resolution calls for the company to publish a report evaluating its strategies and policies on content governance and the extent to which they address human rights abuses, threats to democracy and freedom of expression. To our knowledge, the lead filer has not received any response to the proposal.
Goldman Sachs (GS):
Once again, we are addressing the issue of Human and Indigenous Peoples’ Rights at a bank (Goldman Sachs). We have rewritten our 2018 proposal in hopes for a better shot at getting something on the shareholder ballot at GS. They, unsurprisingly, challenged our proposal, and we made the decision to withdraw the proposal in exchange for continued dialogue on the issues raised in the HII shareholder resolution.
JPMorgan Chase & Co. (JPM):
For 2019, HII co-filed a proposal with lead-filer Walden Asset Management on disclosure regarding their lobbying activities. Shareholder proposals at banks and other companies regarding lobbying disclosure continue to grow in number. After lengthy dialogue, Walden decided to withdraw the resolution on the grounds that JPM agreed to ongoing dialogue around disclosure of the company’s lobbying activities.
Following our approach at TJX, we introduced an additional resolution on animal welfare at Kohl’s for 2019. We used a similar approach with the TJX proposal, and asked that KSS adopt a vendor policy regarding oversight on animal welfare, stating the incongruencies between company values and company operations. Along with TJX, Kohl’s does not have any policy on animal welfare. After not hearing any response from KSS for months, we reached out to them to confirm the correct department had, in fact, received and reviewd our proposal, and were delighted to discover that they intend to include our proposal in the 2019 Proxy Material and Shareholder Ballot at Kohl’s, giving us an opportunity to address the ever-growing importance of incorporating oversight on Animal Welfare into company policies and practices!
Once again, HII has introduced a health and safety-based resolution at McDonald’s for 2019, requesting the creation of a special Board Committee on Food Integrity. The impetus for this proposal comes from the recent breaches of safety and security in their food service, including but not limited to the rising global epidemic of obesity, diabetes and heart disease. MCD has challenged the proposal but failed to initiate any dialogue with us. We have since responded to the challenge and await a decision from the SEC.
PayPal, Inc. (PYPL):
HII re-filed our 2018 proposal at PayPal, with some updated information, regarding their human rights and additional policy statements relating to human rights. As mentioned in our 2018 advocacy review, we requested that PayPal modify their governance documents to ensure due diligence on Human and Indigenous Peoples’ Rights. No word [yet] from PayPal regarding discussion of the proposal or of a challenge by the company to omit the proposal from its proxy materials.
In an attempt to generate a moral and philosophical discussion, HII filed a resolution requesting an amendment to PepsiCo’s Articles of Incorporation, changing the language that states the company has “perpetual existence”. After dialogue with the company and their explanation of the legal reasoning behind the language in the PEP Articles of Incorporation based on North Carolina statutes and policy, HII agreed to withdraw the proposal and will work with PEP’s legal team to convince the board to make a change in “perpetual existence” through board action.
TJX Companies, Inc. (TJX):
For the 2nd year in a row, HII introduced a resolution at TJX Companies, Inc. regarding animal welfare. This resolution took a more targeted approach, asking the company to amend their Vendor Code of Conduct to include board oversight on animal welfare throughout the supply chain, on the grounds that there is a clear lack of congruency between stated company “values” and company operations. HII had a conversation with the corporate attorneys at TJX in January and another in February, and the outcome has been that TJX has remained fixed in their position to take NO action to improve their policies and practices regarding animal welfare. We are currently in the process of responding to this challenge and eventually hope to persuade the company to take further steps to ensure on the ethical and humane treatment of animals regarding the sourcing of animal products throughout their supply chain.
HII filed a proposal at Verizon (the very first proposal filed for 2019) regarding the company’s major blunder regarding the “throttling” of services for first responders and the fire department during the peak of fire season and major fires occurring in 2018. As many of you are aware, HII was personally affected by the fires in late 2017, so addressing this life-threatening incident struck us as critically important. The resolution was challenged and HII made the choice to withdraw the proposal while committing to stay on top of the company and its policies regarding throttling of services, especially in connection to the services provided to first responders.
Wells Fargo Company (WFC):
As more details continue to surface regarding Wells Fargo’s monumental failures as a financial institution, we persevere in our attempts to demand increased accountability from the banking giant. This resolution requests the Board of Directors to commission an independent study and additions to governance documents regarding fiduciary duty and board oversight. They have challenged our resolution. WFC continuing harmful conduct has led to the Chair of the House Financial Services Committee to call for the firing of the bank CEO and a break-up of the bank. The bank continues to ignore shareholders’ concerns and we have responded to their challenge. Only time, and the SEC, will tell what will become of this proposal at WFC.
Advocacy in 2018
The following shareholder resolutions were filed (or co-filed) by HII at 14 companies in North America for 2018:
Alaska Air Group – We co-filed a resolution assuring shareholder proxy access, and our colleague, John Chevedden, acted as lead-filer. The proposal asks the board of directors to amend its proxy access bylaws to compensate for the fact that management at ALK has eliminated holding in-person shareholder meetings, replacing them with “virtual” online meetings, which strips shareholders of direct access to the Board of Directors and the opportunity to address the company, face-to-face. The resolution seeks to increase the power of the common shareholder by reducing the restrictions in place regarding the current proxy access provisions that limit shareholders’ ability to nominate candidates for the board of directors. This proposal is the result of last year’s SEC ruling allowing a proposal submitted by Steve Nieman, which reinstated the standard “in-person” shareholder meeting, to be omitted. Unlike the resolution that preceded it, and after three rebuttals to the company’s challenge – the SEC ruled that the resolution was to be included in the 2018 proxy material, which received approximately 30% vote in favor.
Alphabet (Google) – HII co-filed this proposal with lead-filer Arjuna Capital, in collaboration with Open MIC (Open Media and Information Companies Initiative) on the issue of Content Governance regarding the Russian interference in the 2016 election. The resolution requests that GOOGL issue a report to shareholders reviewing the efficacy of its “terms of service” related to content policies and assessing the risks posed by management controversies (including election interference). From what we know from the lead-filers, the company did not put up much of a fight to omit the proposal –they hardly had any communication with us as co-filers. The resolution made it into the proxy materials and onto the shareholder ballot – receiving 12.7% of the shareholder vote.
Apple – The focus of the AAPL resolution co-filed with lead-filer Michael Connor of Open MIC, ties into some of our other resolutions filed and co-filed this year at similar companies in the media/tech industry, dealing with the media and human rights. More specifically, the resolution addresses AAPL’s controversial decision to remove virtual private networks (VPNs) in China – apps which allow users to bypass state censorship controls to connect to the internet – a global threat to free expression and access to the “free internet”. This proposal was challenged by AAPL on the dubious grounds that it was duplicative of another proposal concurrently submitted, and the SEC agreed with AAPL that it could be omitted from the proxy material.
Bank of America – Our resolution at BAC is one of several we have introduced at financial institutions this proxy season on Human & Indigenous Peoples’ Rights. The proposal was spawned from the infamous Dakota Access Pipeline (DAPL), where human and indigenous peoples’ rights violations ran rampant, calling into question the ethics and morals of the banks and entities funding its construction. This particular resolution requested that the Board of Directors establish a Human & Indigenous Peoples’ Rights Policy to ensure that such rights are protected and upheld through all applicable transactions and financing, but was withdrawn in order to continue dialogue and to move toward a better, more comprehensive approach to Human and Indigenous Peoples’ Rights, and solidify a policy in their governance documents mandating fiduciary duty.
Bank of Nova Scotia – BNS was the first bank with whom we introduced a Human and Indigenous Peoples’ Rights resolution surrounding the controversial construction of the Dakota Access Pipeline (DAPL). In 2017, we submitted a resolution on this issue and ended up withdrawing it in exchange for continued dialogue, as well as some voluntary policy language. After much discussion over the course of a year, BNS refused to insert mandatory governance language to implement protection of Indigenous Peoples’ Right and the Free, Prior and Informed Consent. The lack of honesty and transparency led us to again file a resolution with BNS for the 2018 proxy season – one which we did not withdraw, subsequently ending up on the shareholder ballot. Our proposal received over 6% vote in favor.
Citigroup – We introduced a resolution to Citigroup asking the Board of Directors establish a Human and Indigenous Peoples’ Rights Committee, similar to the resolution introduced at Bank of America this year. We believe that they would have challenged our resolution had it not been for the fact that corporate staff mistakenly dialogued with our co-filer, Mercy Investment Services, and after their discussion, the representative of Mercy said they would be willing to withdraw. Citigroup mistakenly assumed that we would agree and did not move forward with a challenge. By the time the confusion had been resolved and they realized that we were the lead-filer and were not willing to withdraw, the deadline to file a challenge at the SEC had passed. As a result, our proposal appeared in the proxy material and on the ballot for the Citigroup annual shareholder meeting where we received roughly 5.68% of the preliminary vote.
Facebook – Similar to the proposal at Alphabet, we co-filed a resolution with lead-filers Natasha Lamb of Arjuna Capital and Michael Connor of Open MIC on Content Governance at the social media giant FB. This resolution is also addressing the hot-button topic of Russian interference in the 2016 election, asking management to issue a report to shareholders reviewing the efficacy of its “terms of service” related to content policies and assessing the risks posed by management controversies (including election interference). The proposal was held to a vote at the FB shareholder meeting in Menlo Park, which, given the recent explosion of media attention and subsequent Facebook PR campaigning, was reported to be a very lively and well-attended event. Our co-filed proposal garnered a 10.2% vote in favor.
Goldman Sachs – The trending initiative – Human & Indigenous Peoples’ Rights – was the subject of this proposal, requesting a Board Committee be established. As You Sow and Mercy Investment Services acted as our co-filers. Though we responded to the [unsurprising] challenge issued by Goldman, our rebuttal apparently did not satisfy the SEC and they ruled that they would exclude our proposal from the 2018 proxy materials.
JPMorgan Chase – Our focus was also on Human and Indigenous Peoples’ Rights for JPM, given they were one of the many financial institutions identified in funding the construction of the DAPL. We requested that the board of directors modify its committee charters and other associated governance documents to include fiduciary oversight on Human and Indigenous Peoples’ Rights, like some of our other similar proposals. And like some of those other proposals, JPM pushed back, challenging our resolution, and the SEC ruled in their favor.
McDonald’s – We returned to MCD for our second year with Corporate Accountability with the Charitable Congruency proposal requesting the Board of Directors prepare an annual update to shareholders listing and analyzing their charitable contributions from the previous fiscal year. This is intended to shine a spotlight on the company and encourage them to better align their stated “company values” with the way in which their money is actually donated and to whom it is donated. We believe that the corporation’s charitable donations are in no way consistent with their stated corporate “values”. Alas, this proposal only captured 3.14% vote in support, preventing us from returning for a third year.
Monsanto – This year, we approached MON this with a proposal requesting to amend the bylaws to establish a Human and Indigenous Peoples’ Rights Committee of the Board. We thought it might be a long-shot, given that the proposed merger between MON and Bayer AG was going through the process of being approved, and the company could likely use that as an argument for excluding the proposal. Fortunately for us, they were not able to omit our resolution and it was included in the proxy materials and shareholder ballot. The resolution received approximately 6% vote in support.
PayPal Holdings, Inc. – Reports of PYPL’s discriminatory practices surfacing as early as 2016, alleging that Israelis living on illegal settlements, in defiance of international law, enjoy full access to PYPL’s services while Palestinians cannot even open a PYPL account. This prompted us to write a resolution on the inconsistencies in PayPal’s approach to Human Rights. Seeing as the company does not have a Human Rights Statement, our proposal requested that one be established to officially declare their stance on Human and Indigenous Peoples’ Rights. Based on the votes that were tabulated at the meeting, the proposal was subsequently “rejected”, but received sufficient support (5.9%) to return next year if we choose.
TJX Companies, Inc. – The 2018 proposal at TJX marks HII’s first animal rights proposal. This resolution requested that the company establish an animal welfare policy, seeing as they do not have one in place. The company challenged the resolution on the grounds that it interfered with “ordinary business”. We argued that if they have a number of different policies established that address issues throughout their supply chain, such as human and workers’ rights and conflict minerals, why not one for animal welfare to ensure that their animal products (such as angora, wool and fur) were ethically sourced. They also failed to have the Board of Directors weigh in on the issue in their argument, but nevertheless, the SEC sided with TJX and our proposal was excluded.
Wells Fargo – Our proposal submitted to WFC came about as a result of the massive scandal that was exposed at Wells Fargo regarding account fraud and related violations. This proposal requested that all members of upper-management sign a no-fault contractual agreement to place individual responsibility on executives in the event of mismanagement that results in penalties, fees or fines incurred at the state or federal level or as a result of lawsuits. This is designed to foster an atmosphere of personal accountability as well to encourage individuals to be on the lookout of colleagues’ misbehavior. WFC responded challenged the resolution at the SEC on grounds of “substantial implementation’, stating that there were new policies and procedures already in place to mitigate the damage that had been done as well as to prevent further damage. The SEC allowed the company to omit our resolution from its proxy material.
Advocacy in 2017
Coca-Cola — we submitted a proposal asking for Coke’s Board of Directors to form a Committee on Sustainability. We have had success with this proposal at numerous companies in the past, and we hoped this Board will see it’s their turn to take on sustainability issues at the highest level. read more…
Wells Fargo — after yet another egregious breach of ethics at this Big Bank involving allegations many customers were subscribed to services or accounts they had not requested, we asked Wells Fargo to produce a report explaining the true risk and depth of their incentive-based compensation practices for their lower-level employees. read more…
Citigroup — another Big Bank warranting a big ask. In this era of unprecedented bank fines combined with a complete lack of accepted responsibility by anyone involved and a bunch of promises nothing bad will happen again, we have proposed Citi executives enter a covenant wherein they will be personally responsible for paying some of the fines if (when) things go haywire again. read more…
Bank of Nova Scotia — HII was shocked to learn the Bank of Nova Scotia (BNS) was identified in an article online as one of the financial institutions participating in funding the Dakota Access Pipeline (DAPL). After receiving no response from the Bank when we sent a letter asking for clarification on their involvement, we then submitted a resolution calling for the Board to create a Committee on Human Rights. read more…
Bank of America — similar to Wells Fargo, the Bank of America has been fined hundreds of millions of dollars for deception. And like Wells Fargo, the executives seem to put heavy pressure on “rank and file” employees. Our resolution asks for an honest report on how compensation and incentive policies create systemic risk in the company. read more…
PepsiCo — for the third year in a row, we asked PepsiCo’s Board to create a separate committee on sustainability to oversee their haphazard and disconnected bundle of policies and procedures related to their “Purpose.” read more…
Alaska Air — Alaska Air took a cheap-shot at its shareholders in 2016 when, instead of meeting shareholders face-to-face on some controversial issues, the Board and Executives just closed their doors and held a “virtual” meeting. We co-filed a resolution asking them to put a stop to not having the professionalism to meet their owners annually. read more…
Anthem — formerly known as Blue Cross, Anthem is a private health-care corporation spending millions and millions of dollars lobbying congress and supporting the endeavors of career politicians. To what end? We co-filed a resolution at Anthem asking for full-disclosure of it’s lobbying expenses. read more…
JPMorgan Chase — like Citigroup, JPM is a kingdom of horrible legal compliance, billions of dollars in fines – and no accountability. The resolution we filed this year asked the executives and directors to take a part of the hit, instead of all the shareholders paying the full brunt of the fines for bad behavior, by signing a formal covenant sharing fines and penalties with the shareholders. read more…
Goldman Sachs — a.k.a. “GOLD” and “Government Golden” is filled with very smart people who can make things go very wrong for the average investor (i.e. creating and selling the toxic securities which brought the US banking system to its knees in 2008). In a very novel shareholder resolution filed this year, HII asked for a report which will push Goldman to clarify to whom they believe they are accountable by clarifying which investors their securities filings are directed toward. read more…
McDonald’s — for several years HII has asked McDonald’s for a series of reports related to fast-food and obesity, sustainability, and even how the company spends profits on political contributions which contradict their professed “values.” With efforts spearheaded by Corporate Accountability International (CAI), this year we asked the company to visit and report on the inconsistencies between their “charitable giving” and their PR/propaganda. read more…
Ever since the beginning of the financial crisis and Great Recession, we have consistently raised ethical and corporate governance issues with Citigroup (C). Citigroup, since 2010, has paid over $15 billion in penalties for everything from toxic security abuses to...
UPDATE - Harrington Investments In the News! Wells Fargo (WFC) has been perceived by many as mostly avoiding large fines, penalties, SEC violations, and lawsuits similar to their colleague banks during the Great Recession and Financial Crisis of 2008 (WFC, however,...
For at least a decade, HII has also engaged Coke (KO) in an ongoing dialogue on a variety of issues, including human rights principles, use of GMOs, health, water, death squads in Columbia, recycling, and climate change. This year, we introduced a resolution calling...
HII has been filing resolutions at Monsanto (MON) for at least two decades on issues of dangerous pesticides sold overseas, genetically modified organisms (GMOs), environmental sustainability, climate change, and on many corporate governance issues, including Proxy...
by James McRitchie, published in Corporate Governance Bank of America (BAC) shareholders can now look forward to nominating candidates to the Board of Directors in a deal negotiated by John Harrington, CEO of Harrington Investments, Inc., (HII) a socially responsible...