What to Watch for this Proxy Season: Say on Climate

Courteney Keatinge is Senior Director of Environmental, Social & Governance Research at Glass, Lewis & Co. This post is based on her Glass Lewis memorandum. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance (discussed on the Forum here) by Lucian A. Bebchuk and Roberto TallaritaDoes Enlightened Shareholder Value add Value (discussed on the Forum here) and Stakeholder Capitalism in the Time of COVID (discussed on the Forum here) both by Lucian Bebchuk, Kobi Kastiel, Roberto Tallarita; and Restoration: The Role Stakeholder Governance Must Play in Recreating a Fair and Sustainable American Economy—A Reply to Professor Rock (discussed on the Forum here) by Leo E. Strine, Jr.

For the last two years, a growing number of companies have held votes asking investors to approve their climate transition strategies. Often referred to as Say on Climate, the trend has taken very different paths across different global markets. That said, investor scrutiny of Say on Climate appears to be increasing globally, both in terms of willingness to support what is proposed, and the overall level of interest in the proposals.

United States

The most stark example of investor skepticism is in the United States. While shareholders of U.S. companies were among the first to propose a Say on Climate vote via the shareholder resolution process in 2021, none of these proposals were approved, with support ranging from 7% to 39%. That skepticism appears to have turned to indifference, as there were no shareholder proposals on this topic at U.S. companies in 2022. It is likely that the momentum around this issue has essentially ceased for the time being at North American companies.

Some U.S. institutional investors, including some with extensive track records of climate-related stewardship, were cautious from the start. When Say on Climate first appeared, Vanguard stated that it would review each proposal independently, while State Street said that companies with strong environmental track records should not have their carbon emissions plans put to a shareholder vote. State Street also expressed concerns that, if these plans become routine, investors may become passive and approve practices of substandard companies. Many pension giants were concerned that the votes would limit board accountability for companies’ climate strategies.


By contrast, the number of companies in Europe adopting a Say on Climate vote doubled from 2021 to 2022. The region has become the global leader in this nascent space, with 39 of the 50 Say on Climate votes held in 2022 having taken place at companies domiciled in the UK, Ireland, or Continental Europe.  Notably, this growth was driven by management-sponsored votes, rather than shareholder resolutions.

On the continent, Say on Climate proposals were predominantly clustered in France, Spain, and Switzerland; this should be of little surprise given the legislative and shareholder-led movement on the topic in these countries. Since 2019, Spanish companies have been required to provide shareholders with an annual vote on their non-financial reporting, with a similar vote coming into force in Switzerland in 2024. In France, several major domestic shareholders and investor associations – such as the Responsible Investment Forum – have called for Say on Climate votes to become an annual agenda item at large companies.

Shareholders have ratified all European management-proposed Say on Climate resolutions. However, the vote results on these proposals show that shareholders are increasingly reviewing the proposals more closely — and voicing their concerns. Seven of the 18 proposals received 10%+ against votes in 2022, compared to only one of the ten votes in 2021.

Looking ahead, we expect that many European companies and their shareholders will continue to view ‘Say on Climate’ as a worthwhile mechanism to engage on companies’ climate transition plans. That said, we do not expect a substantial increase in the number of Say on Climate proposals in Europe this year — and we may start to see a move away from companies offering annual advisory votes on their climate reporting.


While BHP was the only Australian entity to offer a Say on Climate at a 2021 AGM, the 2022 proxy season in Australia saw eight proposals go to a vote. Notably, shareholder support for these resolutions was well below the average seen globally. When excluding Australian resolutions, the remaining 38 proposals (the overwhelming majority of which were at European companies) received average support of 92.3%, which far exceeds the average support for the Australian proposals (81.1%). In fact, only two of the eight Australian proposals received over 90% support. Although no Say on Climate proposals failed to receive majority shareholder support, two came close (63% and 53%, respectively). The remaining four Australian companies received between 79-89% support.

Say on Climate vs Other Climate Proposals

That’s not due to a lack of interest in the topic – Australia’s Woodside, which received the lowest support for any Say on Climate proposal that went to a vote in 2022, also received three climate-related shareholder proposals. These resolutions each received between 12-15% support, which is in stark contrast to both the opposition seen on the 2022 Say on Climate vote and prior support seen for climate-related shareholder proposals at Woodside’s previous AGMs. For example, in 2020, a shareholder proposal requesting that the company align its emission reduction targets with the goals of the Paris Agreement received majority shareholder support (52%), and in 2021, a proposal that asked for disclosure on alignment with Paris goals received nearly 20% support.

This could suggest that Australian investors are more willing to vote against Say on Climate resolutions than to support climate-related shareholder proposals, even though these shareholder proposals are advisory in nature. It potentially could also signal that investors found the proposals submitted during the 2022 season to be overly prescriptive or poorly crafted. However, the dichotomy between the support levels could signal less of a focus from investors on shareholder resolutions and more attention to engaging with companies on climate-related matters via Say on Climate votes.

Glass Lewis’ Approach

In reviewing Say on Climate proposals, Glass Lewis aims to take a case-by-case approach so that companies are analysed in the context of their unique operations and climate risk profiles. Given the nascent stage still occupied by these proposals, there have been no best practice principles established regarding companies’ disclosures on this matter. However, we look to companies to provide shareholders with context as to how they view the roles of the board and shareholders in executing their strategies and to provide disclosure concerning how they intend to interpret the vote results.

These two areas represent our greatest areas of concern with respect to Say on Climate votes, as placing a company’s long-term business strategy up for shareholder approval could result in less ownership and accountability for directors. In addition, we have concerns that, for some companies, this up/down vote could take the place of shareholder engagement on climate-related issues. There is also concern that these votes could keep companies, which are operating under the premise that shareholders overwhelmingly approved their climate plan (as is the case for the vast majority of companies), from evolving their plans to meet evolving best practice and/or scientific and technological developments.

Although much of the disclosure we have seen over the last year to this effect has been fairly boilerplate, we believe that these are important considerations that must be explored by both shareholders and the companies that choose to adopt this vote, in order to ensure that Say on Climate votes helps to advance the transition to a lower-carbon economy, as opposed to hindering engagement or progress on this matter.

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