Shareholder Advocacy for the 2019 Proxy Season
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. The proposal received 2.10% support from shareholders, which is unfortunately insufficient to bring the proposal back for a second year to re-introduce at the 2020 Alphabet shareholders meeting.
*(Currently, the SEC requires that a proposal must meet or exceed the threshold of 3% support to be reintroduced for a second year.)
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 had the opportunity to have a conversation with the AMZN legal team, although they filed a No-Action request at the SEC. We prevailed, however, and the proposal was voted on at the 2019 annual meeting of shareholders. We were honored to have our resolution presented by Stanley Shikuma of the Japanese American Citizens League (JACL) at the Amazon meeting, held Wednesday, May 22, 2019. Our proposal received 28.22% support from shareholders, while unfortunately, the proposal from the Sisters of St. Joseph of Brentwood calling for a ban on the harmful technology received less than 3%. Other proposals of note received strong support — A proposal on Climate Change received 30.89% support, and a proposal on Gender Pay received 26.78% support. We are very pleased with the votes, aside from the low votes on the “Ban on Rekognition” proposal.
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 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 declined their request to withdraw our proposal after further fruitless discussion. 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. This year our proposal received 9.23% of the shareholder vote, reaffirming the importance and growing concerns regarding Human and Indigenous Peoples’ Rights.
Citigroup (C):
We 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 urged 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 was 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 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. Later, we received the SEC ruling that stated they will not allow Coca-Cola to omit the proposal from their 2019 Proxy Material and Shareholder Ballot! Long-time friend and colleague of HII, Ray Rogers of “KillerCoke.org” moved the resolution for Harrington Investments. We are happy to report that the resolution at KO received 4.9% support from shareholders, which will be eligible for reintroduction in 2020.
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. Although the proposal did make it on the 2019 shareholder ballot and the proposal increased in shareholder support from last year, garnering a 5.7% vote, we were sad to discover that the second time around, it did not receive enough support to be reintroduced next year.
(Currently, the SEC requires that a proposal must meet or exceed the threshold of 6% support to be reintroduced for a third year.)
Goldman Sachs (GS):
Once again, we are addressing the issue of Human and Indigenous Peoples’ Rights at a bank GS. We re-wrote 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.
Kohl’s (KSS):
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 proposalreached out to them to confirm the correct department had, in fact, received and reviewed 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. We are pleased to announce that the HII proposal received 4.9% support for our animal welfare proposal, though we were not as pleased to report that the meeting lasted only about 8 minutes in total. Brianna Harrington presented the proposal for HII and moved a proposal on Political Disclosure for another long-time friend and colleague, John Chevedden, which received substantial support from shareholders. Our KSS resolution received enough votes to be re-submitted for inclusion in the 2020 proxy materials.
McDonald’s (MCD):
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 swiftly responded to that challenge but received the ruling from the SEC citing “ordinary business” as grounds that allows MCD to omit the proposal from its proxy material and shareholder ballot.
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. Our proposal appeared on the shareholder ballot, and Dr. Dalit Baum of the American Friends Services Committee (AFSC) was the presenter of the HII resolution. The voting results show that we received an even higher vote than the previous year, getting 7.3% of the total votes by shareholders in support of our resolution, and therefore can be re-introduced in 2020.
PepsiCo (PEP):
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. After responding to this challenge with an articulate and graphic rebuttal, the SEC agreed with TJX and allowed the company to exclude our proposal from the 2019 proxy materials.
Verizon (VZ):
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, after learning that the appropriate VZ board committee found that that the company made a serious, possibly life-threatening mistake in throttling its internet service to firefighters and agreed to act as a responsible fiduciaries by making policy changes to make sure it does not happen again. HII decided to withdraw the resolution and continue to monitor VZ activities, especially relating 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. The corporation 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 responded to their challenge. The Trump-dominated SEC ruled against us again, citing “ordinary business”, continuing to protect the financial institution, probably allowing it again, to harm its own customers and shareholders.