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Anti-ESG shareholder proposals boost 2024 proxy engagement, deliver few results

Publicly traded US companies faced a record number of shareholder proposals focused on environmental, human rights, workplace diversity and corporate governance issues in 2024, a near-final tally from the Sustainable Investments Institute showed.

Pushing the number higher this year were 102 proposals filed by organizations opposed to environmental, social and governance policies at companies in which they own some shares, according to data from the institute, known as Si2. This compares to 79 anti-ESG proposals the year before.

Si2's total for 2024, as of July 29, reaches 644 when resolutions focused on animal rights are included, up from 635 in 2023.

Conservative organizations such as the National Center for Public Policy Research, American Family Association and Inspire Investing in recent years took a page from the playbook of progressive-minded shareholder groups that two decades ago began to push for changes to corporate responsibility.

The anti-ESG proponents' efforts are part of a broader backlash against policies perceived to be politically motivated rather than focused on investor interests.

"There is more pushback to corporate wokeness than ever before, and our efforts — along with those of a growing list of other center-right investors — are gaining support and widening in scope," the National Center for Public Policy Research wrote in a blog post in mid-2023.

In the end, investors have supported just 1.9% of anti-ESG proposals in 2024 on average, Si2 data shows. Three made it past the 5% vote threshold that shareholder activists need to be able to resubmit the proposal the following year.

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Despite the flurry of anti-ESG proposals this year, "there was even less support than before," Heidi Welsh, Si2's executive director, said in an interview. "They made a lot of noise and nobody liked them."

Similarly, state legislators seeking to outlaw ESG policies have struggled in 2024 to get their bills passed, although many states have already enacted such laws.

Climate change proposals still in the lead

The total universe of shareholder proposals submitted on any kind of topic in 2024 was 929, with climate change resolutions topping the list, according to a separate tally that law firm Gibson Dunn released June 29. The count represented a 4% increase from the previous year, the firm said.

Si2's data also shows climate resolutions at the top for the second year in a row, although there were fewer in that category than in 2023 and only two got a majority vote, Welsh noted. And investors have been increasingly reticent to sign off on climate proposals that have become more prescriptive over time, an issue that large asset managers have cited in withholding their support, observers said.

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One such proposal filed by Mercy Investment Services at Atlanta-headquartered electric and gas utility Southern Co. garnered less than 9.4% of votes. The company had recommended against the proposal, saying it was unnecessary.

"Our conclusion from the proposal’s supporting statement and from engaging with the proponents is not that we lack disclosure on our existing [greenhouse gas] goals or the details of our decarbonization strategy, but rather that the proponent disagrees with the goals and strategy described in our disclosure," the company wrote in its 2024 proxy statement.

Another proposal by the shareholder advocacy group As You Sow called on Houston-headquartered electric and gas utility CenterPoint Energy Inc. to disclose end-user Scope 3 emissions and to adopt interim and long-term greenhouse gas reduction targets aligned with the Paris Agreement's 1.5-degree C target. The proposal received a 12.6% vote.

In recommending against the proposal, CenterPoint wrote that it is focusing on complying with new Scope 3 requirements spelled out by the climate disclosure rule that the US Securities and Exchange Commission issued in 2022. That rule has since been paused as it is litigated, which could take years.

Jack in the Box investors want disclosures

Outside the energy industry, two climate-related proposals and one on election spending got majority votes, Si2's data shows.

San Diego-headquartered fast-food chain Jack in the Box Inc., for example, will be expected to disclose at a minimum Scope 1 and 2 greenhouse gas emissions along with interim and long-term reduction goals after 56.6% of its shareholders voted in favor. The Accountability Board, an activist investor, filed the proposal.

Jack in the Box and other resolutions succeeded "perhaps because our proposals left more discretion to management and are a bit less prescriptive than other climate proposals," Matt Prescott, The Accountability Board's president and COO, said in an email. "Shareholders responded by supporting them."

Cutting emissions also tends to save costs for the food industry as it lowers fuel and energy use, which investors appreciate, Prescott wrote.

For its part, Jack in the Box — like CenterPoint — deferred to upcoming policy changes in asking shareholders to reject the proposal.

"Any greenhouse gas emissions disclosures would be premature at this time until further amendments, challenges, and-or implementing regulations are finalized under California's Climate Corporate Data Accountability Act, which was just recently signed into law," the company wrote in its proxy statement, adding that more clarity is also needed on the SEC's climate disclosure rule.