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Proxy Season Recap: Record-Breaking Votes

Values-Aligned Investing
July 22, 2021

Wrapped up in the rise of values-aligned investing and stakeholder capitalism is an increase in active ownership. One way to measure this rise is in the vote totals in support of shareholder resolutions on environmental and social issues. These totals demonstrate that more institutional investors are voting in favor of shareholder resolutions and (mostly) in opposition to the recommendations of company management.

Proxy season lasts from April through May, when most companies hold their annual meetings. Among US company meetings through June 30, we have seen 34 votes with a majority of shares supporting the resolution, shattering last year’s record of 21.1 Fully half of those resolutions garnered 70% or more support, compared to two resolutions a year ago. Prior to 2018, shareholders saw one or two majority votes each year—let alone votes in support exceeding 70%.


Diversity and climate change are the two most common topics for shareholder resolutions, and similarly, they make up half of the majority votes. Resolutions requesting disclosure of lobbying and/or election spending, however, have been prevalent for more than a decade and are even more likely to record a majority vote.2

Other ballot items have also seen increased votes against company management. The failure rate for advisory CEO compensation votes (Management Say-On-Pay) has been 4.2% YTD, double last year’s rate of 2.1%.3

The Role of Aperio Clients

Examples of resolutions that received a majority vote include several filed by Aperio clients:

  • 81% of DuPont shareholders supported a resolution asking for a report on plastic pellets’ contribution to ocean plastic pollution. This vote is the highest ever shareholder vote on an environmental resolution opposed by company management.
  • 60% of American Express shareholders supported a resolution to improve AmEx’s workforce diversity, equity, and inclusion (DEI) practices.
  • 98% of General Electric shareholders supported a resolution calling on the company to disclose its plans to achieve net-zero greenhouse gas emissions across all its businesses. GE’s board supported the resolution, a traditionally rare occurrence that is becoming more common.

The General Electric example is part of a larger trend of company management publicly recommending that shareholders vote in favor of shareholder resolutions on their proxy ballots (which leads to 95%–99% support). Historically, this has been rare in the US.

We would be remiss to conclude without commenting that the most successful shareholder resolution is one that can be withdrawn because an agreement was reached with the company. Examples of successfully withdrawn resolutions also include some that were sponsored by Aperio clients:

  • The six largest US banks (Bank of America, Wells Fargo, Goldman Sachs, JPMorgan Chase, Morgan Stanley, and Citigroup) agreed to achieve net-zero greenhouse gas emissions for their financing activities by 2050.
  • Target Corp. committed to reducing annual total virgin plastic in its owned brand packaging by 20% by 2025. As You Sow, the shareholder advocacy group that organized the resolution sponsored by our clients,4 reached similar agreements with Keurig Dr. Pepper, Mondelez, PepsiCo, and Walmart.
  • Seven companies agreed to disclose diversity data (with some agreements reached before resolutions were even filed): Texas Instruments, Eli Lilly, CVS Health, UnitedHealth, Booking Holdings, Allstate, and Dollar General.
  • Two agreements were reached to report how company policies are aligned with the goals of racial justice: Foot Locker and Monster Beverage.

For a comprehensive report, look for Aperio’s 2021 Shareholder Advocacy in early 2022.

For a look back at last year, see Aperio’s 2020 Proxy Voting Review and 2020 Shareholder Advocacy Review.

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1 Proxy Preview, press release.

Not only do these resolutions have a long history, they almost always request disclosure of information rather than policy change; disclosure only generally leads to higher proxy voting support from shareholders.

Semler Brossy, “2001 Say on Pay & Proxy Results.”

Aperio supports As You Sow through a charitable donation made to the organization.


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