Shareholders file record number of climate change-related proposals this year

By Benjamin Hulac | 05/27/2015 08:09 AM EDT

Proposals on climate change or energy are a common theme this proxy season — the window after April 15 through June when the largest U.S. companies hold annual meetings and stockholders vote on proposals to change company policy. As of last month, shareholders of public U.S. companies have submitted slightly under 900 resolutions to public companies for this year’s annual meetings, according to the Ernst & Young Center for Board Matters, which tracks proxy trends.

At 1:40 a.m. PST on Jan. 18, 1971, the SS Arizona Standard and SS Oregon Standard, two 10,000-ton, 500-foot long tankers owned by Standard Oil Co. of California and operated by Chevron Shipping Co., collided in the mouth of the San Francisco Bay, spilling more than 800,000 gallons of oil.

Heading into port, blanketed in a soupy fog, the Arizona punctured three bunker fuel tanks on the Oregon with its bow. Locked together, the pair drifted under the Golden Gate Bridge and into the harbor.

A report published that July by the National Transportation Safety Board found tides carried the oil to beaches up to 25 miles south, 20 miles north and, according to news clippings, roughly 20 miles out to sea. NTSB estimated 3.5 percent of the birds coated with oil that were treated during the cleanup survived.


Alarmed by the spill and contamination, James Hoy began drafting his own paperwork — a flurry of proposals to Chevron. A Chevron shareholder since 1970, Hoy has submitted resolutions since 1972, many on environmental concerns. In 1974 alone, he submitted four resolutions to the company.

"I probably overdid it," said Hoy, a retired biologist now living in Florida, of those 1974 submissions. "It created quite a mess," he said about the spill. "It had quite a serious effect on the community."

Proposals on climate change or energy are a common theme this proxy season — the window after April 15 through June when the largest U.S. companies hold annual meetings and stockholders vote on proposals to change company policy.

As of last month, shareholders of public U.S. companies have submitted slightly under 900 resolutions to public companies for this year’s annual meetings, according to the Ernst & Young Center for Board Matters, which tracks proxy trends.

Of this year’s resolutions, 433 relate to environmental and social topics, "with political spending and climate change driving most of the activity," according to a March report from As You Sow, a nonprofit focused on sustainable investing. About 40 percent of those 433 concern climate change, energy, corporate sustainability plans and transparency about energy use.

"This year and last year, there were more climate resolutions filed than ever in the past," said Aaron Ziulkowski, an analyst at Walden Asset Management, a financial firm specializing in sustainable and responsible investment, or SRI investing.

Walden, Ziulkowski said, is a proponent in 20 to 30 resolutions on energy and environmental issues, including requests for transparency on lobbying and political spending.

How much is enough to move the board?

Before its annual general meeting, a company will release to investors a proxy statement — an outline of what to expect at the meeting, a list of proposals facing the company and recommendations from the board of directors to vote for or against each resolution.

(To submit a proposal, investors must file months before the annual general meeting, must own at least $2,000 in stock or represent 1 percent of shares through which shareholders cast their votes, and must have held those shares continuously for the year leading up to the vote.)

Boards typically oppose stockholder proposals. Most shareholders follow their boards’ instructions, a hurdle for investors trying to change corporate practices.

The vast majority of resolutions are nonbinding, yet they can sway firms’ to change their behavior even without grabbing a majority of votes. When 20 or 30 percent of stockholders support a proposal, Ziulkowski said, that proportion can tip a board of directors to re-examine the subject in question.

"The vote itself, it’s always good when it’s bigger," he said. "But you don’t necessarily need a big vote to catalyze change."

"Usually that’s enough to get a company to make a shift," Will Lana, an investment manager partner at Trillium Asset Management, another sustainable investment firm, said of the 20 to 30 percent threshold. The level of climate-related filings has climbed this year and last, he added.

Over the long term, Mary Beth Gallagher wants to spark an "evolution" among oil, coal and natural gas companies. Today, she’s for hoping for big news from Exxon Mobil Corp. and Chevron Corp.

For the eighth year, Exxon Mobil shareholders submitted a proposal — co-signed by the state of Connecticut and the state of Vermont — which stockholders will vote on in Dallas today, asking for emission reduction goals.

Chevron investors, at this morning’s meeting outside San Francisco, will also vote on a comparable proposal for emissions targets.

Gallagher, the acting director of the Tri-State Coalition for Responsible Investment, a coalition of Catholic congregations in Connecticut, New York and New Jersey, worked on both proposals. Exxon and Chevron’s boards oppose the resolutions, writing in documents filed with the Securities and Exchange Commission that emission goals would hinder their businesses, which will need to meet rising energy demands in a crowded world.

"We need to see the board driving this shift," Gallagher said. "These companies obviously need to evolve. And quickly."

Professional auditors are beginning to expect some sort of climate change mitigation plans in companies’ financials, said Michael Crosby, a friar with the Capuchin Franciscan Province of St. Joseph, a Detroit-based organization of friars.

"We are very leveraged among the poor," said Crosby, who lives in Milwaukee, of the homeless residents who come to the province’s parishes.

In December, on behalf of the province, Crosby submitted a proposal — which will be voted on today — to Exxon to put a climate change expert on its board, a common suggestion from climate-wary investors. He met with Exxon employees in December but left frustrated. "Management will not let us talk to any of the board members," Crosby said. "You need to be a very committed investor."

Asked if climate change is a business risk, Crosby didn’t pause: "Without a doubt," he said. "The risks associated have been long known by the reinsurance companies," he added, saying that more and more companies are studying climate risks. "Then, gradually, more and more came on board."

Creating and filling a spot for a climate expert on the firm’s 12-person board, Exxon said in its rebuttal, "would dilute the breadth needed by all directors to make informed decisions for the company" and wouldn’t be in shareholders’ interests.

Requests to Exxon went unanswered, while Chevron provided a statement.

"We disclose information about our efforts to address climate change risks and incorporate these risks into our business planning activities," a spokeswoman said in an emailed response. "Our carbon cost analysis, and our investment decisions, are based on a thorough assessment of ranges of future policy and economic growth outcomes."

What are the risks of not responding?

In the same month Crosby met with Exxon, Tom Keating was fuming in New York, disturbed by money and influence in politics after reading a series published in The New York Times that had uncovered a cozy relationship between Devon Energy Corp., the Oklahoma energy company, and the state government.

The newspaper’s investigation found Devon employees had written several letters to Oklahoma Attorney General Scott Pruitt (R), whose office, in turn, lightly edited many of the documents before sending them to federal departments.

Pruitt’s office changed 37 words, out of more than 1,000, in one 2011 letter to U.S. EPA Administrator Lisa Jackson on air regulations.

"I thought what they were doing was deceitful," Keating, a retired customs inspector, said in an interview.

"Not really," he said when asked if individual investors have a voice. "Because they excluded my proposal. They didn’t try to negotiate with me."

In a letter, Keating demanded that all communication between Devon employees and all government officials be made public.

"We are talking about people’s health here!!" he wrote. "I believe that Devon is putting short term profit ahead of long term good for our country. You should rethink your priorities."

Devon, which will hold its annual general meeting on June 3, declined or did not respond to multiple requests for comment.

To eliminate a proposal from a vote during a meeting, a company can approach the SEC. After a firm has contacted the agency, the SEC can spike a proposal under several circumstances — the proposal would force the firm to break the law, it has already been implemented or it’s too vague, for example — before it even sees a vote. That’s what happened with Keating’s suggestion.

"They called me up several times trying to dissuade me from the proposal," he said of Devon employees.

Hoy, the biologist in Florida, paused his stream of submissions in 1997. Inspired by the Deepwater Horizon oil spill and studying the trickle-down impact that the disaster had on the Gulf of Mexico’s tourism business, he submitted a proposal to Chevron this year on offshore oil wells but missed the deadline by a day. He plans to file again next year.

U.S. corporations like Chevron used to be friendly to and accessible for shareholders, Hoy said.

In the 1970s, after he and his wife couldn’t get a babysitter, they took their son to a Chevron meeting. Guards searched the diaper bag and looked in the stroller, but security was light. Hoy didn’t attend the meeting last year, sending a pair of helpers in his stead. Hoy said his representatives went through five layers of security to enter the meeting.

"It really has changed," he said in an April interview. "There was no search of our bodies or anything like that."