NEW YORK, June 13, 2023 – The number of shareholder proposals relating to environmental, social and governance (ESG) issues has increased for the fourth consecutive year, according to a recent report by Georgeson.
In its 2023 Early Proxy Season Review, Georgeson reports that there have been 951 ESG shareholder proposal submissions so far in the 2023 AGM season (July 1, 2022 to May 12, 2023): a smaller increase than in previous years but still a record high.
Notably, ‘anti-ESG’ proposal submissions have accounted for approximately 10% (94) of all ESG proposals submitted during 2023 AGM season so far – around double the proportion from last season (5% or 57 out of 941) – although none of the 31 that went to a vote so far during the 2023 season passed. The majority (67) of ‘anti-ESG’ proposals were focused on social topics.
|Season||ESG-related shareholder proposals||% increase from previous season|
With the season due to finish at the end of June, the number of ESG proposals receiving majority support from shareholders at the AGMs of the 3,000 largest US public companies this season is on course to decrease significantly from last year.
Up until May 12 this year, just 24 ESG proposals had received majority support (defined as garnering more than 50% shareholder support) so far, compared to 44 within the same timeframe during the 2022 AGM season.
Georgeson also found that shareholders have withdrawn a significant number of ESG proposals (209) so far this season compared to 127 within the same timeframe during the 2022 AGM season, which may indicate a growing willingness from both companies and proponents to engage in negotiation.
“Very high volumes of ESG shareholder proposals for four consecutive years suggests that investors’ focus on environmental, social and governance issues represents a lasting trend,” said Kilian Moote, Managing Director, Georgeson.
“Diminishing investor support for such proposals seems to reflect a higher volume of proposals that address more prescriptive actions, which are therefore less likely to receive majority support.”
“However, among ESG proposals and others, investors continue to demonstrate strong support for financially material topics that drive shareholder value.”
The trend was identifiable among:
- Environmental-specific shareholder proposals, where the volume submitted rose from 177 last season to 185 so far this season but average support declined from 38% to 25%.
- Social-specific shareholder proposals, where the volume submitted rose from 409 last season to 420 so far this season but the proportion receiving average support declined from 26% to 20%.
- Governance-specific shareholder proposals, where the volume submitted declined from 355 last season to 346 so far this season, and average support also declined from 37% last year to 32%.
Additional early-season findings
- The number of reproductive rights proposals has quadrupled from four in 2022 to 22 so far in 2023. Six of these proposals have gone to a vote, receiving an average support of 13% (down from 25% in 2022).
- There has only been one request for disclosure of specific workforce diversity data so far this season compared to 14 in 2022 and 48 in 2021. This reflects the broader trend of proponents changing focus from numeric-focused data to more substantive DEI disclosures.
- Human Capital Management (excluding diversity proposals) has remained a focal point this year, with 15 Freedom of Association (FOA) proposals submitted to date compared to just one in 2022. FOA proposals relate to a company’s stance, policy or action on workers’ right to organize.
- Climate lobbying proposals requesting alignment of lobbying activities with the Paris agreement or Net Zero targets continue to be a focus in 2023 with 19 proposals of this type so far (similar to last year (18).
- Greenhouse gas emissions remain a significant area of concern. Out of 85 submissions so far for the 2023 AGM season, one was submitted by ‘anti-ESG’ proponents.
- The number of governance-focused proposals have decreased to 346 so far in 2023 compared to 355 in 2022.
- There has been a notable 75% increase in proposals related to the topic of independent chair so far this season: 91 compared to 52 in 2022.
- The Universal Proxy Card did not lead to an increase in contested director elections or proxy fights, but there has been an increase in settlements and concessions in 2023 (11 so far compared to nine in 2022).
Georgeson said that, given the fundamental shift in investors’ consideration of ESG risks and opportunities in proxy voting decisions, companies would be well-served to better understand their specific investors’ ESG expectations generally – and particularly those relating to climate change, board structure, diversity and human capital management.
Georgeson has been collecting and publishing statistics on corporate governance trends since 1987: the year institutional investors first sponsored shareholder proposals.
Georgeson’s 2023 Early Season Review is available at https://www.georgeson.com/us/insights/2023-proxy-season-early-look.
1. 2023 data covers Russell 3000 AGMs where shareholder voting took place between 7/1/2022 and 5/12/2023
2. 2022 data covers 7/1/21 and 6/30/22
3. Russell 3000 companies tracks the 3000 largest companies in the US.
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