Fasten Your Seatbelts for the 2024 Proxy Season: New Proposals, Topics, Tactics

The 2024 proxy season will likely see a rising number of shareholder proposals going to a vote at annual shareholder meetings, and weakening support for many of those proposals, according to a new report by The Conference Board.

At the same time, major companies and institutional investors are looking to find common ground on shareholder proposals that offer unfamiliar, and sometimes conflicting, approaches to ESG topics.

“There may be a silver lining to the 2024 proxy season, as companies and institutional investors alike navigate ardent pro- and anti-ESG pressures,” said Merel Spierings, author of the report and Senior Researcher at The Conference Board. “If investors and companies can tune out the noise, this proxy season could spark a new era of constructive dialogue that can generate long-term value.”

The Conference Board produced the report with disclosure data from ESGAUGE. It was developed in collaboration with Russell Reynolds Associates and the Rutgers Center for Corporate Law and Governance.

The findings come from shareholder proposals at Russell 3000 companies for (full years) 2022 and 2023, and Chatham House Rule sessions with executives from the investor community representing over 15 trillion dollars in assets under management, as well as with chief legal officers and governance executives.

Additional findings and insights include:

Shareholder Proposals Overall

Data from 2023: 913 shareholder proposals were filed and 71% were voted on, receiving 23% average support. In 2022, 811 proposals were filed and 67% were voted on, receiving 31% average support.

Forecast for the 2024 proxy season

• Support levels are declining: As of March 8, shareholder proposals in the Russell 3000 have garnered 16% average support thus far in 2024, compared to 21% during the same timeframe last year.
• New topics and variations of existing proposals are emerging: Rather than being discouraged after two years of declining support, proponents are responding by adjusting their proposals or adopting new issues. As a result, the 2024 proxy season is seeing a proliferation of new types of shareholder proposals.
• More proposals from self-described conservative groups: In the S&P 500, 16% of shareholder proposals that have appeared thus far in proxy statements have been filed by such groups. Just 13% did so in 2023. The percentage of proposals filed by labor unions and other progressive groups remains relatively flat.

“It is important for companies to recognize that major institutional investors are under pressure from ESG rating agencies that may take a cookie-cutter approach to evaluating asset manager performance. To help investors justify their position when they vote against a proposal, companies can provide information in the proxy statement on the costs, unintended consequences, and limited benefits of implementing the proposal,” said Paul Washington, Executive Director of The Conference Board Governance & Sustainability Center.

Governance

Data from 2023: 251 governance proposals were filed and 83% were voted on, receiving 30% average support. In 2022, 269 proposals were filed and 81% were voted on, receiving 37% average support.

Forecast for the 2024 proxy season

• Expect most governance shareholder proposals to, again, go to a vote: Many of these proposals are submitted by individual investors, who are often unwilling to compromise with companies and who represent the views of certain activist institutional investors.
• Nominating and Governance Committee Chairs may be targeted: In 2023, directors who serve as N&G chairs received less than 90% average support. Investors are likely to continue targeting N&G chairs at companies where they have concerns about a lack of board diversity, overboarding, restrictive bylaw amendments, CEO/board chair combination, and exculpation provisions.

Environment

Data from 2023: 144 proposals were filed and 56% were voted on, receiving 21% average support. In 2022, 142 proposals were filed and 44% were voted on, receiving 35% average support.

Forecast for the 2024 proxy season

• Environmental shareholder proposals are receiving lower support thus far: Given the more prescriptive nature of many environmental proposals, expect a high percentage to go to a vote but receive lower support. As of March 8, the six proposals that came to a vote in 2024 received just 12% average support.
• Climate-related proposals may move out of the spotlight: Climate-related proposals dominated environmental proposals in the past years. That may change in 2024 as companies have been ramping up their climate-related reporting and shareholder proponents are focusing on other environmental topics, such as biodiversity and plastic pollution.

Social & Human Capital Management

Data from 2023: 247 social proposals were filed and 68% were voted on, receiving 17% average support. In 2022, 189 social proposals were filed and 71% were voted on, receiving 22% average support.

In 2023, 155 HCM proposals were filed and 61% were voted on, receiving 19% average support. In 2022, 169 HCM proposals were filed and 56% were voted on, receiving 27% average support.

Forecast for the 2024 proxy season

• Continued support for lobbying proposals: During this election year, mainstream investors will likely continue to support shareholder proposals on lobbying, just as they did in 2023 and 2022 (when average support was 32%).
• Expect more proposals on employee health & safety and employment/workforce conditions: The increase in such proposals is being driven by a growing focus on employee wellness and productivity.
• The future for HCM proposals is unpredictable: While average support for HCM proposals declined in 2023, such proposals were more successful at receiving majority support than environmental and social proposals: five HCM proposals passed, compared to just one environmental and two social proposals.
• Compensation Committee chairs may become vulnerable: Although support held steady in 2023, this may change in 2024—especially at companies with low say-on-pay votes, as investors are increasingly coupling concerns on say-on-pay proposals with director elections.