2023 AGM Early Season Review

The 2023 Annual General Meeting (AGM) season has been a record-breaking for ESG (Environmental, Social, and Governance) shareholder proposal submissions. As of May 15, there have been 951 ESG proposals submitted, surpassing 941 submissions in the previous year.

Despite the increased number of ESG proposals, overall support for ESG initiatives has declined in the past two years, with the number of proposals receiving majority support decreased significantly. Only 24 proposals received majority support up until May 12 compared to 48 within the same timeframe in 2022.

Investors have shown a decreasing level of support for ESG proposals as they become more specific and focused on the impact of environmental, societal and political issues, including board and workforce diversity, political spending and reproductive rights.

Anti-ESG on the rise

Anti-ESG proposal submissions accounted for 10% of all ESG proposals: double the proportion last year. Despite the increase in the number of anti-ESG proposals, average support for them has nonetheless declined from 9.2% in 2022 to 6.2% in 2023.

Among the various anti-ESG proposal categories, those focused on social topics have seen a significant increase: a 46% rise in submissions (67 in 2023 to-date compared to 46 in 2022). None of these proposals have passed.

So far in 2023, proponents have filed 27 anti-ESG proposals related to diversity, equity and inclusion (DEI) issues, a number that has grown each year.

Of the 20 social proposals that received a vote already as of May 12, 2023, average support was around 3.5% in 2023, down from 7.7% in 2022.

Governance proposals in this category continued to receive the highest average support, at 13.7% so far in 2023, a decrease from 16.2% in 2022. Independent chair proposals from anti-ESG proponents were the most successful, but their average support has also decreased.

A new type of proposal – “Business and Society” – has surfaced from anti-ESG proponents in 2023. Eleven proposals of this type so far in 2023 have asked companies to report on the risks of company involvement with “non-core” political issues and the suitability and appropriateness of these types of partnerships.

Environmental/Climate

Although there has been a slight increase in the number of environmental-focused proposals compared to the last year, average support has declined to around 26% in 2023; down from 38% in 2022.

Proxy advisors ISS and Glass Lewis have also been less supportive of environmental proposals, which may have contributed to the decrease in support for such proposals.

Greenhouse gas emissions has been a significant ‘hot topic’ during the 2023 proxy season, with shareholders pushing for more disclosure and improvements in this area.

Proposals requesting alignment of climate lobbying activities with the Paris Agreement or Net Zero targets, remain similar to 2022 (18): there have been 19 so far this season. The six climate-aligned lobbying proposals voted on so far have received an average support of 35%, with five proposals receiving over 30% support, and one reaching 47.4% support.

A new, shareholder type of proposal focused on plant-based alternatives – five proposals filed to-date during the 2023 AGM season, with one that went to a vote garnering 5.3% support – has also appeared. The other four proposals were omitted.

Shareholders continued to leverage exempt solicitations to express their support or lack of support for a proposal or director. The number of exempt solicitations against the election of directors based on climate-related issues has remained comparable to last season, with 21 filed so far in 2023 and 27 in 2022. However, there has been an increase in the number of exempt solicitations filed in support of environmental and climate-related proposals: 95 in 2023 compared to 67 in 2022.

Evolution of social

The 2023 AGM season saw a surge in the number of shareholder proposals centered around social issues (at least 420), surpassing the previous record set in 2022 (409) and highlighting the growing demand for corporate accountability on a wide range of societal concerns.

Overall support for social proposals dropped slightly from 24% in 2022 to 20% in 2023. Only three shareholder proposals have received majority support so far in 2023, compared to nine during the same period last year.

Reproductive rights: Reproductive rights have emerged as a significant topic for shareholders, with the number of proposals filed more than quadrupling, from four in 2022 to 22 in 2023. These proposals focus primarily on the potential impact of regulations on access to reproductive care. Many proposals specifically address the rights of employees while others also target financial institutions and technology firms regarding the safeguarding of user data.

Despite increased attention on the topic, the average support for reproductive rights proposals declined from 25% in 2022 to 13% in 2023. Proxy advisors have been hesitant to support these proposals, citing the potential legal risks to the companies associated with their providing increased disclosure.

Diversity-related proposals including equity and inclusion: Diversity-related topics remain a key focus area for proponents, although overall support has declined. Shareholders are increasingly making specific and detailed requests to companies, such as initiating racial equity or civil rights audits or requesting information disclosure on the effectiveness of a company’s Diversity, Equity & Inclusion (DEI) program. The shift from general demographic data disclosure to more substantive disclosures reflecting the desire for more meaningful action and tangible progress.

Civil rights and racial equity audits: Civil rights and racial equity audits, which examine internal and external procedures impacting minority or protected groups, continue to be a focal point in 2023. Proxy advisors’ favorable recommendations have also declined for these proposals, which may at least in part account for a significant decline in shareholder support for racial equity audit proposals – from 41% in 2022 to 24% in 2023.

Human capital management (HCM): HCM proposals (excluding diversity-related initiatives) continue to attract attention. Shareholders have submitted 15 proposals related to Freedom of Association (FOA) or workers’ rights to organize. Three proposals have gone to a vote in 2023 and one has passed. Other topics, including workplace harassment, mandatory arbitration pay practices and just transition, have remained a focus for proponents with comparable support to 2022.

Political spending: Shareholder have maintained a focus on political spending, filing a large number of proposals on political contributions and lobbying. During 2021 political contributions proposals received a 40% average support, whilst political lobbying proposals garnered 38%. Those 2021 highs have decreased so far during 2023 to an average of 24% (14 political contributions voted upon) and 28% (17 lobbying proposals) respectively. To date, no political spending related proposal has passed.

Governance

The 2023 annual general meeting (AGM) season has brought significant developments in governance, with director elections, say-on-pay votes and the use of the Universal Proxy Card (UPC) taking center stage.

Director elections: Director election support remains robust among Russell 3000 companies, with an average 94.9% of votes cast in favor during the 2023 proxy year. This level of average support is nearly identical as last year (94.7%), highlighting shareholders’ continued confidence in nominated directors. The stability of director election support suggests shareholders’ general satisfaction with the composition and performance of the boards.

Universal Proxy Card (UPC): Compared to previous years, the introduction of the UPC has not led to a significant increase in contested director elections. The data suggest that the number of contested elections and proxy fights during 2023 is similar to past proxy seasons, with 41 campaigns compared to 42 in 2022. However, there has been an increase in settlements and concessions: 11 recorded in 2023 so far compared to nine in 2022. This suggests that the UPC may have influenced negotiation dynamics between shareholders and companies.

Since Fall 2022, some companies have implemented bylaw amendments, especially in relation to advance notice provisions. These amendments can serve as ‘defense mechanisms’ for companies, potentially limiting shareholders’ ability to use the UPC effectively. The increase in such amendments highlights companies’ proactive approach to protecting their interests during contested elections.

Say on Pay: The “say on pay” vote, which allows shareholders to express their opinion on executive compensation, has experienced a marginal increase in average support during the 2023 AGM season so far. Amongst Russell 3000 companies, approximately 91% of votes cast have been ‘in favor’ of executive pay packages (excluding abstentions) during the period, representing a very slight improvement from 2022 (90%) and indicating a minor improvement in shareholder satisfaction with the alignment of pay and performance.

Shareholder engagement

Given this evolving ESG landscape, engagement and effective board education are necessary to help anticipate the rising challenges posed by investors and proponents scrutinizing companies’ ESG practices.

While the 2023 AGM season has witnessed a record-breaking number of ESG proposals, the high number of withdrawn proposals also suggests that companies and proponents may be increasingly willing to negotiate on these issues. Proponents may see negotiations as a more effective way to encourage action. As a result, we may see continued increase in the number of negotiated outcomes in the future.

Responsive and active engagement is a year-round exercise that happens before, during and after the AGM vote and has become an increasingly important mechanism for gaining investor trust and support. Engagement as an ongoing, two-way communication between companies and shareholders helps set expectations and promote understanding on both sides, an increasing necessity as proxy issues get more complex and challenging.

The full report – An Early Look at the 2023 Proxy Season – can be downloaded from https://www.georgeson.com/us/insights/2023-proxy-season-early-look.