Posts tagged with: Shareholder resolution


All eyes seem to be directed toward Rome last week as the Pope weighed in on climate change. As anticipated, there has already been a lot of spinning by the whirling dervishes of the zealous variety– doubling down on their over-the-top, pre-release spin.

Yes, it’s a given both sides of the climate-change debate are spinning, but as your writer is on the skeptical end of the spectrum it seems the other end is receiving the majority of media coverage. Skeptics? We’re castigated as “deniers,” “Republicans,” and, of course, “anti-science.” Ouch! No worries, however, as we skeptics have grown accustomed to ad hominem attacks, not to mention pseudo-science, false claims of a scientific consensus agreeing on human-caused global warming, and accusations we’re performing the bidding of Faux News. Hoo boy, as Boris Badenov used to say.

Allow me a bit of schadenfreude when I report the consistent defeat of so-called religious-based shareholder activism deployed against oil and gas companies – on which more below. I take pleasure in these persistent defeats not because I dislike my loyal opposition as much as they dislike skeptics but because I’m convinced the best way to lift the poor from poverty and incumbent disease, hunger and illness is cheap and readily available fuels. It’s not about winning an argument from my point of view inasmuch it’s about enabling the world’s poorest to attain self-sufficiency, health, and comfort – mostly because I recognize the world’s poverty has been halved in the past 20 years, largely due to affordable fuels.

And yet… Elizabeth Douglass at InsideClimate News reports religious shareholders are persistent in their failed efforts to deep-six economically the companies in which they invest. Douglass trots out the usual suspects: Timothy Smith of Boston-based Walden Asset Management; Sister Patricia Daly of the Roman Catholic Sisters of St. Dominic of Caldwell, N.J.; and Rev. Michael Crosby from the Province of St. Joseph of the Capuchin Order in Milwaukee. Daly and Crosby, notes Douglass, “have worked together for years as active participants in the Interfaith Center on Corporate Responsibility (ICCR), a New York group whose members manage more than $100 billion in assets.” Douglass continues:

For the past few years, several climate resolutions at Exxon have won more than a quarter of the shareholder vote, and sometimes nearly a third. The vote count reached a remarkable level of backing for proposals opposed by management, according to Heidi Welsh, executive director at the Sustainable Investments Institute, a Maryland-based nonprofit that provides impartial analysis of social and environmental policy shareholder resolutions.


Divestment-600-AEA-1Your faithful correspondent last week exposed the fossil-fuel divestment endgame of religious shareholder activists. As You Sow President Danielle Fugere sees her group’s activities as awareness-raising exercises for climate change, but AYS’s alignment with environmentalist and divestment firebrand Naomi Klein suggests they’d settle for nothing less than nationalizing oil companies. This week, I’m happy to report another group frequently called to task in this space, the Interfaith Center on Corporate Responsibility, opposes the AYS divestment onslaught. Reporting in last week’s Wall Street Journal, Gregory J. Millman writes:

An organization of faith-based and socially responsible investors is pushing back against the call for divestment from fossil fuel companies. At its Winter Conference Wednesday, the Interfaith Center for Corporate Responsibility, which claims 300 member organizations controlling $100 billion in invested capital, called instead for more shareholder engagement with such companies.

“Divestment is one step but a blunt instrument that leaves investors with no voice at corporate tables,” said Laura Berry, executive director of the ICCR.


Readers following my series of blog posts on shareholder proxy resolutions submitted by religious groups such as As You Sow and the Interfaith Council of Corporate Responsibility already know these resolutions have little to do with issues of faith. In fact, an overwhelming majority of these resolutions concern corporate speech and attempts to stifle it.

Your shareholders want to know more about your political spending. Really.

Your shareholders want to know more about your political spending. Really.

AYS and ICCR – as well as a host of other religious shareholders – submit proposals drafted by Bruce Freed, head of the Center for Political Accountability. Freed’s CPA and the Wharton Business School’s Zicklin Center, readers will recall, issued its annual index late last month. My last post detailed in part the wrongheadedness of shareholders pushing a political agenda at the expense of their fellow shareholders. However, I anticipate most readers require a bit more than your lowly scribe’s word that the CPA-Zicklin Index not only inflates the results of its shareholder resolutions but as well operates on behalf of groups more interested in shutting down corporate political speech.

The Center for Competitive Politics, a First Amendment nonprofit think tank located in Alexandria, Va., brings more firepower to arguments I’ve already made regarding the efforts of CPA and the proxy shareholders for whom Mr. Freed drafts resolutions. Regarding the CPA-Zicklin Index, CCP issued a statement by CCP Chairman Brad Smith, former Federal Election Commission Chairman:

To look at the CPA-Zicklin Index as a measure of ‘best corporate practices’ is like asking a wolf to describe ‘best practices’ for sheep … Corporations have an obligation to do what is in the best interest of their shareholders, not comply with the demands of a non- profit that opposes speech by the business community. (more…)

The 2013 “CPA-Zicklin Index of Corporate Policy Accountability and Disclosure” was issued Tuesday by the allegedly “nonpartisan” Center for Corporate Political Accountability – the “CPA” of the report’s title lest readers mistakenly read it as the objective analysis of a certified public accountant. The CPA referenced here is the organization operated by Bruce Freed, which shepherds proxy shareholder resolutions by left leaning “religious” shareholder activist groups as As You Sow and the Interfaith Council on Corporate Responsibility.

I haven’t taken the time for a deep-dive analysis of the report, but will do so most assuredly in the next few days. However, an initial reading of the Index’s Executive Summary must suffice for the moment. In short … poppycock. And piffle. Even preposterous.

Allow me to set the record straight. Ten years ago, CPA “began engaging corporations to voluntarily provide disclosure and oversight of political spending,” asserts Mr. Freed – if by “voluntarily” Mr. Freed means mounting a campaign of deceit against corporate political spending employing all means necessary to embarrass or otherwise shame companies to bend to the will of leftist, post-Citizens United, “corporations/bad. unions/good” ideology.

Mr. Freed and the faith-based shareholders for whom he writes proxy resolutions remain in a tizzy regarding those companies that spend lobbying or other political cash on causes and campaigns with which the left disapproves. In an environment of growing Leviathan and concomitant increase in regulatory restrictions emanating from government agencies, companies have little choice to ensure their own and employees’ survival as well as the profitability of shareholders than to engage in the political process. Indeed, to voluntarily withdraw from these policy debates would be nothing less than reckless disregard for political reality today.

So let’s break this down further: Unions spend members’ dues on political causes that tilt left whereas corporations spend company proceeds on causes that tilt right. Union spending rarely is called into question as it’s a given they’ll spend it on liberal candidates and agendas. Woe be unto those corporations, however, which endeavor to engage politically – even  privately – in the interest of their companies, employees, customers and shareholders. (more…)

Shareholders’ boardroom clout increases” touts the website at the Interfaith Council on Corporate Responsibility The linked article takes readers to an August 20 essay by Sara Murphy at The Motley Fool in which the author asserts: “New research out today from the Sustainable Investments Institute, or Si2, shows that investors are filing more environmentally and socially themed shareholder resolutions now than ever before, and those resolutions are getting more support during proxy voting than they ever have.”

Not so fast, Ms. Murphy. This week another story unfolded, courtesy of The Manhattan Institute Center for Legal Policy. MI’s third annual Proxy Monitor, authored by James R. Copland and Margaret M. O’Keefe, counters the ICCR and Murphy narrative significantly. It appears the ICCR folk were distracted after reading the reports first finding:

The number of shareholder proposals introduced is up. The average Fortune 250 company faced 1.26 shareholder proposals on its 2013 proxy statement, up slightly from 1.22 proposals per company in 2012. This trend also holds when considering the 104 proposals excluded from proxy ballots after companies received a letter from the Securities and Exchange Commission assuring them that the agency would take no action against the company due to the proposal’s procedural or substantive defects.

So distracted by the presumed good news, in fact, they neglected to read the subsequent findings:

Support for shareholder proposals is down. Only 7 percent of shareholder proposals received the backing of a majority of shareholders in 2013, down from 9 percent in 2012. A smaller percentage of shareholder proposals passed in 2013 than in any other year in the 2006–13 period. Among the 20 proposals receiving majority support, 13 involved just two issues: whether to elect all corporate directors annually and whether each director should be required to receive a majority of votes cast to be elected.

And this: (more…)

The Aug. 26 edition of the Wall Street Journal features a compelling opinion piece by Susan Combs, the Texas comptroller of public accounts. Ms. Combs correctly assesses the inherent responsibility of public pension funds to the businesses in which they hold shares. Namely, they should ensure company profitability rather than push agendas that may harm market share and growth.

Just so. Writes Combs: “Not long ago, people who used their few shares to push a point at shareholder meetings may have been marginalized as oddballs. Today, hedge funds and other major players are using their clout to lobby for – and get – big changes in corporate governance.”

Whatever this activism has to do with the ethical obligations of shareholders to one another is beyond the comprehension of Combs and, frankly, your writer. Such has been one theme of my repeated cavils related to the so-called religious-based shareholder activists who submit proxy resolutions year after year related to overturning Citizens United, limiting the depiction of tobacco use in film and television, curtailing hydraulic fracturing and taking expensive measures to avert global warming.

One may agree or disagree with the activists’ point-of-view on any of these given topics, but as Combs notes:

Putting public funds in the activist arena in this way strikes me as seriously bad policy. As the comptroller of public accounts for the state of Texas, I have to manage billions of dollars in taxpayer money, and I have a fiduciary obligation to achieve the very best returns possible. This is a rock-bottom, non-negotiable duty that goes with the office. Our “shareholders” are the tax-paying public.

The same holds for private investments made on behalf of clergy, nuns, and other religious. Many investment opportunities exist for companies more than willing to comply with ill-founded science, questionable public policy, and social progressivism. (more…)

When it comes to political contributions it seems those who lean left-of-center cannot abide competition, which – in large part – explains the hue and cry from the left since the U.S. Supreme Court Citizens United ruling. It’s all well and fine when unions, for example, or certain Hollywood hotshots flip a few million to the progressive cause or candidate du jour, but when a corporation wishes to defend the interests of its employees, shareholders and communities it’s the basis for handwringing, rending of garments and a flurry of public pronouncements that SCOTUS got it Just. So. Wrong.

Into this environment has been introduced a certain element that to less discerning eyes is of a spiritual nature – but is nothing more than progressive ideology cloaked in chasubles and habits – in the form of clergy, nuns and various religious submitting proxy shareholder resolutions. A case in point would be the recent announcement that a lobbying-disclosure  resolution filed by the Province of St. Joseph of the Capuchin Order (members in good standing of the Interfaith Center on Corporate Responsibility, naturally) directed at Alliant Techsystems passed on July 31.

In a press statement, Fr. Michael Crosby, ICCR board director and lead filer of the resolution, noted:

Our province of Capuchin Franciscans has been very concerned for over a decade with some of the businesses of Alliant Tech, particularly land mines, as this is a weapon that continues to kill and maim innocent people around the world. This concern is only exacerbated when the company moves into guns and then lobbies heavily to thwart legislation that would regulate their use….

As ATK [Alliant] shareholders we have maintained that we have a right to know how lobbying funds are being deployed to determine whether these activities are in alignment with our company’s stated mission and values. Today, our fellow shareholders made it clear that they are in agreement.

In other words, Fr. Crosby was able to convince 65 percent of shareholder voters to support lobbying disclosure by Alliant, which spent nearly $3 million on lobbying efforts between 2011 and 2012. Alliant additionally has been a member of the National Shooting Sports Foundation, which has spent $1.6 million in lobbying efforts since 2011. Much of the latter’s lobbying focuses on opposition to legislation demanding additional background checks, magazine limits and bans on assault weapons. (more…)