What's Happening

By Mary Minette
Mercy Investments Consultant

Image attribution: kris krüg, Deepwater Horizon Oil Spill - Gulf of Mexico, CC BY-SA 2.0

August 19, 2024, Adrian, Michigan – In the 2023-2024 proxy season, the Portfolio Advisory Board (PAB) filed 19 shareholder proposals. Eight were withdrawn for agreement; eight went to a vote; two were omitted from the proxy statement; and one (Smith & Wesson) will be voted on in September. 

According to the Interfaith Center on Corporate Responsibility (ICCR), overall shareholder filings decreased from 460 in 2023 to 400 in 2024. Climate change continues to be the top issue area for filing, but human rights and workers’ rights were the second highest issue area filed this year. 

The top industries receiving shareholder proposals in 2025 were banks and oil and gas companies. Amazon, Meta, Alphabet, ExxonMobil, and Chevron continued to receive the most shareholder filings. In 2024, the PAB filed at all of the above companies except for Chevron.

The Securities and Exchange Commission (SEC) allowed companies to omit 52% more proposals from their proxy statements in 2024 than in 2023. Two proposals filed by the PAB were omitted from proxies. Both proposals requested more detail from large U.S. banks regarding their climate transition plans.

The PAB filed shareholder proposals with five pharmaceutical companies concerning their patenting practices and how they impact patient access to affordable medicines. One proposal went to a vote, and four were withdrawn for agreement. Notably, Pfizer agreed to make significant improvements in its Human Rights Policy as well as committing to establish a human rights due diligence process around its pricing and access initiatives in the next 12 months. Gilead agreed to provide additional disclosure, including listing all the in-force patents it currently has on its top five selling drugs.
  
The PAB co-filed a resolution asking Exxon to issue a report evaluating the economic, human, and environmental impacts of a worst-case oil spill from its expanding operations offshore of Guyana. During a call with investors, Exxon shared additional information on how it is enhancing process safety and managing spills. The company also shared that it has assessed the costs of responding to a Guyana spill with an independent third party, assuring the company that $2 billion would cover the cost of the spill. Based on the information shared by the company, investors decided to withdraw the proposal. 

However, in January, ExxonMobil took the extreme step of suing two small shareholders to keep a climate change proposal off their proxy ballot, rather than going through the SEC “no action” process to ask for approval to omit the proposal. The company elected to continue the suit even after the shareholders agreed to withdraw the proposal and took an aggressive stance against other shareholders with proposals on its proxy ballot, questioning whether they were “real” investors or merely activists with an “extreme agenda.” 

In response, several ExxonMobil shareholders filed exempt solicitations urging their fellow shareholders to vote against members of the board, including CEO Darren Woods and lead independent director Joseph Hooley.  

Despite these actions indicating shareholder disapproval of company leadership, ExxonMobil continued with its aggressive stance and its lawsuit. The lawsuit was finally dismissed by a court in Texas after the shareholder proponent agreed in writing not to refile their climate proposal with the company in the future.