Big investment firms are again using their vast stock holdings to pressure corporate executives over everything from boardroom diversity and political activity to food waste and plans to reduce greenhouse-gas emissions.
But the Securities and Exchange Commission, which has widened its definition of shareholder “micromanaging,” has sided with company management and has issued guidance effectively keeping a wide array of shareholder resolutions off annual-meeting ballots.
One of the highest-profile battles is being waged over a proposal that would have urged ExxonMobil to disclose short-, medium- and long-term greenhouse-gas targets “aligned with” reductions established by the Paris climate agreement in 2015 in an effort to limit global warming to two degrees Celsius, if not 1.5 degrees.
The oil giant, whose management lost a vote on a similar resolution in 2017, appealed to the SEC, which in an April 2 letter agreed that the proposal amounted to shareholders trying to “micromanage the Company by seeking to impose specific methods for implementing complex policies in place of the ongoing judgments of management as overseen by its board of directors.”
It was one of 11 resolutions about climate change that the SEC allowed to be left off shareholder ballots this year, out of 62 total climate-related resolutions and nearly 400 overall, according to the Sustainable Investments Institute.
The climate-related total is down from the most recent years, perhaps because many companies are already taking steps on issues such as adopting renewable energy. Half of the resolutions this year have been withdrawn after negotiations between companies and proxy sponsors. But the rest of the measures are heading toward votes.
The SEC decision on ExxonMobil has aroused the ire of major investors, including 37 major money managers with $9.5 trillion in assets. Those money managers and other shareholder activists say climate change has become a concern among mainstream investors.
“Climate change poses very serious risks not just to the planet but to companies’ well-being and the overall economy and society,” said Bruce Freed, president of the nonprofit Center for Political Accountability. “We have a broken political system where these issues are not being addressed, so there are more and more investors resolutions to take on these issues. It is an alternative route.”
Robert J. Jackson, the lone Democratic member of the SEC, wrote recently that “materiality — the importance of a subject to a reasonable investor — is the touchstone of our securities laws. But too much of corporate America has forgotten who decides what is material.”
The ExxonMobil investors said they tailored their proposal to leave key decisions in the hands of management.
The proposal asked “a very general, high-level question that leaves an enormous amount of discretion in the hands of the company,” said Jonas Kron, senior vice president and director of shareholder advocacy at Trillium Asset Management, which has about $2.5 billion in assets under management. ExxonMobil management would still “decide what the target is, how to reach the target and how long it takes to reach the target,” Kron said.
The SEC, however, did not allow Ross Stores, the department-store company, to drop a similar proposal.
The big shareholders say ExxonMobil is trying to avoid a repeat of the 2017 annual meeting, when a similar resolution, despite opposition from the company’s board, won 62.3 percent support from shareholders.
Now the New York State Common Retirement Fund and the Church Commissioners for England, the lead patrons of the proposal, are waging a campaign to persuade fellow investors to vote against the oil giant’s entire board at the company’s May 29 meeting in Dallas.
Although the New York pension fund has come under pressure to divest itself of its ExxonMobil shares, New York State Comptroller Thomas DiNapoli is trying to use them to change the company’s behavior.
ExxonMobil said that it already has companywide emissions limits, pointing to limits on the flaring of natural gas at oil wells and methane leaks in its natural-gas operations. And in the SEC filing, company attorney Louis L. Goldberg of Davis Polk & Wardwell said ExxonMobil has “actively engaged” with investors representing about 30 percent of its shares on environmental, social and governance issues.
The company in 2017 also appointed Susan K. Avery, the former president of Woods Hole Oceanographic Institution, to the board to deal with climate issues. It is opposing a resolution to create a board climate-change committee.
The company’s three biggest shareholders are Vanguard, BlackRock and State Street, with a total of nearly 20 percent of Exxon’s stock. How they will vote is a crucial question; they supported the 2017 measure but have not indicated their plans this year.
The New York pension fund has $207 billion in assets and the Church Commissioners group manages about $10.8 billion in investments for the Church of England, but their ExxonMobil holdings are relatively modest.
ExxonMobil is not alone.
Fifty-seven proposals were submitted about the disclosure of lobbying and corporate contributions to political campaigns, with an eye toward the 2020 elections.
The nonprofit group As You Sow has filed proposals with ExxonMobil, DowDuPont, Chevron and Phillips 66 seeking that they report on the manufacture of plastic “nurdles,” the lentil-size pellets that go into the creation of plastic bottles, piping and countless consumer products. The products cause long-term waste, and petrochemical refineries are vulnerable to storms and flooding.
Green Century Capital Management has sponsored a proposal at Mondelez International, owner of Cadbury, about cocoa’s role in deforestation. Yum Brands faces a similar measure. Coca-Cola, after failing to win SEC support, faces a resolution demanding a report on sugary drinks.
Majority Action has two resolutions at Duke Energy, one aimed at forcing transparency about lobbying and political spending and the other seeking a report on public health risks posed by coal operations. The group also lamented that Duke renominated former steel executive Daniel DiMicco to its board; DiMicco has said that he does not believe in the need for climate policies.
The Service Employees International Union sponsored a proposal aimed at Bank of America and Wells Fargo’s lending to private prison companies involved in the detention of immigrants, but the union reached agreements with both banks and withdrew its resolutions.
But without action by the Trump administration, climate-change resolutions loom large on the annual-meeting calendar.
“There’s broad acknowledgment that climate change poses material risks to companies specifically and the economy generally,” said Heidi Welsh, executive director of the Sustainable Investments Institute. “Very large investors who own large swaths of the market want companies to report on climate-relevant data, and many companies are agreeing to do so. The proponents of shareholder resolutions still want companies to do and disclose more, however.”