Shareholder Resolutions

In total, HII filed and co-filed shareholder resolutions at 14 corporations across North America for the 2018 proxy season. We are currently in the process of planning our 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.

 

Thank you!!

Company Initiative Resolution (Summary) Date/Proxy Year Status
Company Initiative Resolution (Summary) Date/Proxy Year Status

Advocacy in 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

The following shareholder resolutions were filed by HII at 12 different corporations for presentations in 2017:

Monsanto — in January we returned for our third straight year asking for accountability from the glyphosate empire. read more…

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…