ACTION SUPPORTER: Majority Action

SUPPORTIVE MATERIALS: Majority Action’s 2025 Proxy Voting for Climate

ACTION ITEM: Majority Action (MA) has released its 2025 Proxy Voting for Climate guide.  MA’s guide examines electric utilities, oil & gas companies, financial services firms, and insurance providers against each company’s performance on criteria related to alignment with the Paris Agreement. It assesses companies against sector-specific criteria and recommends either engagement or voting against directors in misaligned scenarios. MA’s climate vote list continues to evolve as proxy statements are released. As of early May 2025, MA recommends votes against directors at American Electric Power (AEP), Duke Energy (D), FirstEnergy Corp. (FE), ConocoPhillips (COP), ExxonMobil (XOM), Bank of America (BAC), Wells Fargo (WFC), Berkshire Hathaway (BRK), and W.R. Berkley (WRB).  Refer to the AirTable, above, for specific director vote recommendations which will be updated as MA releases its recommendations.

IMPACT ON DIVERSIFIED SHAREHOLDERS: MA supports this work with its Climate in the Boardroom report which encourages investor action on climate change in order to prevent long-term damage to the macroeconomy and diversified investor risk. The report explains:

Aside from the human and planetary toll, climate change poses a destabilizing threat to the global economy and financial system. World GDP is already estimated to contract by 19% in the next 25 years due to locked-in emissions, independent of future decarbonization pathways. A 2024 study finds that the macroeconomic damages from climate change are six times larger than previously thought, with every degree of warming lowering world GDP by 12%. The physical risks associated with severe climate events – including but not limited to increased mortality and disease, famine, mass migration, political instability, labor productivity losses, and biodiversity collapse – could depress broad-based, inclusive economic growth …

Investors cannot entirely shield themselves from exposure to climate risk. Nearly half of the impacts due to climate change are “systematic” and “unhedgeable,” meaning they cannot be diversified away through asset allocation, security selection, and portfolio construction. The only way for diversified investors to decrease systematic climate risk in their portfolios is to take steps to mitigate systemic climate risk in the real economy.

FILER: As You Sow

ACTION ITEM: These proposals at General Motors and Tesla ask the companies to address the effects of deep-sea mining on global ecosystems by seeking a moratorium on deep-sea mining.

IMPACT ON DIVERSIFIED SHAREHOLDERS: The proposals explain that deep-sea mining for mineral deposits can be devastating to marine ecosystems, and that destruction of these habitats and ecosystems can affect systemic issues such as food supply and the ocean’s ability to absorb carbon dioxide that would otherwise contribute to climate change. These systemic risks may threaten the long-term value of diversified portfolios.

These proposals are expected to be supported by proxy memos in the coming weeks which will further link their subject to diversified shareholders. When available, the memos will be shared here and in our weekly POTB updates. 

FILER: As You Sow

ACTION ITEM: These proposals at Kroger and Target address the ecological cost of illegal actions in avocado farming and ask each company to assess and report on the effectiveness of its due diligence policies to ensure supplier compliance with local laws and company standards related to these issues.

IMPACT ON DIVERSIFIED SHAREHOLDERS: In explaining the numerous ways that avocado production can impact regional ecology — from burning and deforestation that releases greenhouse gases and reduces carbon storage to water overuse that increases landslides and floods and imperils endangered species — the proposal highlights how avocado-related deforestation impacts nature’s services and increases biodiversity loss.

Nature and biodiversity are closely tied to global economic stability, which is critical to the prospects of diversified portfolios. The World Economic Forum ranks biodiversity loss and ecosystem collapse among the four most severe global risks and the World Bank estimates the collapse of ecosystem services could result in an annual global GDP decline of $2.7 trillion. The World Economic Forum estimates that over half of the world’s GDP is moderately or highly dependent on nature and its services. Reductions in GDP can translate directly into reduced value for diversified portfolios.

Although the text of this shareholder proposal does not specifically refer to the impact of biodiversity loss on diversified portfolios, we understand the filer intends to address the risks to diversified shareholders in materials it will distribute in support of this proposal. 

FILER: Investors for Paris Compliance (FRFHF); Green Century Equity Funds (SWKS)

PROXY MEMO: Investor Briefing by Investors for Paris Compliance, Exempt Solicitation by Green Century

ACTION ITEM: These shareholder proposals each seek disclosure about different aspects of GHG emissions. At Fairfax, the proponent asks property and casualty insurer Fairfax to disclose the full breadth of its financed emissions, noting that forty percent of global financial assets have committed to net-zero targets but Fairfax has not made such a commitment or disclosed a transition plan. At Skyworks, the proposal seeks all material Scope 3 GHG emissions reporting.

IMPACT ON DIVERSIFIED SHAREHOLDERS: Highlighting risks in insurance activities and the fact that “insurance is on the front lines of climate impacts,” the shareholder who filed at Fairfax points to significant global economic losses in the insurance industry due to natural catastrophes. It notes that “[g]lobal economic losses from natural catastrophes reached USD$280 billion in 2023, with USD$108 billion of this in insured losses. Projections from Swiss Re suggest that insured losses could double within the next decade.”

At Skyworks, the proponent notes that the company “discloses Scope 1 and 2 emissions from operations and electricity purchases. Yet, Scope 3 emissions across the value chain account for over 80% of the semiconductor industry’s GHG footprint.”

For diversified shareholders, the concern is clear — as noted in the introduction to this section, there is a potential for a 30-40% global equities correction in the next several decades should society fail to accelerate its response to GHG emissions and climate change. This proposal aims to address the company’s contribution to this issue due to its lack of transition plan.

Although the text of these shareholder proposals do not specifically refer to the impact of this issue on diversified portfolios, we understand the filers intend to address the risks to diversified shareholders in materials they will distribute in support of this proposal. Moreover, Investors for Paris Compliance has published an investor brief that notes that “Fairfax acknowledges that climate change presents material financial risks [including] the impacts of climate-related events on equity markets.”

FILER: Mercy Investments

ACTION ITEM: This shareholder proposal asks US Foods to publish a Climate Transition Action Plan (CTAP), detailing how it will achieve its GHG reduction targets.

IMPACT ON DIVERSIFIED SHAREHOLDERS: The proposal explains that the “global food system contributes one-third of global GHG emissions” and that due to this significant industry-wide contribution to GHG emissions, the food system impacts the world’s ability to meet the Paris Accord’s goal to limit global warming to 1.5°C. US Foods is one of America’s largest food distribution companies but, according to the proposal, has not adopted a CTAP to achieve its GHG reduction targets. According to one report on CTAPs, “[b]y acting ambitiously and proactively, [companies adopting CTAPs] can minimize material financial, regulatory, physical, and systemic risks posed by climate change.” [emphasis added]

Companies with effective strategies to reduce their GHG emissions help to mitigate portfolio-wide risks for diversified shareholders, since corporate externalities are reduced. By raising the specific concern that this company is pursuing business that contributes significantly to climate risk without a CTAP, this proposal addresses risks that could threaten investors’ entire portfolios.

Although the text of this shareholder proposal does not specifically refer to the impact of US Foods’ practices on diversified portfolios, we understand the filer intends to address the risks to diversified shareholders in materials it will distribute in support of this proposal.

FILER: John Chevedden

ACTION ITEM: This proposal at Qualcomm links the growing climate crisis and the resultant economy-wide risk to the ways in which a company’s retirement plan investment options continue to exacerbate the portfolio-wide impacts of GHG emissions. The proposal asks for a report disclosing if and how the company is protecting retirement plan beneficiaries from “increased future portfolio risk created by present-day investments in high-carbon companies.”

IMPACT ON DIVERSIFIED SHAREHOLDERS: As the proposal describes, “[p]rior studies estimate that unmitigated climate change will cut the world economy by $23 trillion by 2050; a recent study indicates that the long-term costs may be six times higher than previously estimated” and that “[t]hese effects will have a particularly significant impact on workers saving for retirement [who have] long investment horizons.” Given that diversified investor return is heavily dependent on the health of the overall economy, the economic strain of climate change is increasingly impactful to long-term retirement savings. As also argued by the proposal, “[c]limate portfolio risk to retirement plans will be difficult to mitigate.”

According to the proposal, the most popular plan options in Qualcomm’s retirement funds are “heavily [invested] in high-carbon companies and companies contributing to deforestation” which the proposal explains are already reducing Qualcomm’s own employees’ retirement portfolio gains. The proposal argues that the impact of these high-carbon investments may contribute to economic harm while also holding back the retirement savings returns of its own employees.

Although this proposal focuses on the impact of the retirement plan’s investments on workers’ diversified portfolios, the same impact could be felt by the company’s diversified shareholders.

 FILER: John Chevedden (NSC)

ACTION SUPPORTER: Majority Action (GM, MA, FE, TSLA)

SUPPORTIVE MATERIALS: Majority Action’s Equity in the Boardroom Report and 2025 Proxy Voting for Equity memo

ACTION ITEM: These proposals seek disclosure from each company regarding the company’s indirect, direct, and grassroots lobbying. The shareholders seek information on policies regarding and amounts of these payments, as well as disclosure around each company’s membership and payments to organizations that write and endorse model legislation. Lastly, the proposals seek disclosures around company management and Board decision-making processes for these payments.

The proposals at General Motors (GM), Mastercard (MA), FirstEnergy Corp. (FE), Tesla, Inc. (TSLA) were filed by a number of proponents, but all are included in Majority Action’s voting guide, which recommends a vote FOR these proposals.

IMPACT ON DIVERSIFIED SHAREHOLDERS: With its emphasis on company-specific prospects rather than systemic stability, corporate lobbying may negatively impact the macroeconomy by distorting market competition, increasing regulatory capture, and misallocating resources, thereby threatening the interests of diversified investors. Critics argue that “the practice of rent-seeking—leveraging campaign contributions and lobbying to influence government policy for private gain—has several negative effects on the U.S. economy.” One author explained that:

When firms and individuals engage in rent-seeking behavior, it has several negative effects on economic growth. Not only do people spend more time and money trying to get a bigger piece of the economic pie for themselves rather than trying to enlarge the pie, but the policies they seek are often wasteful, inefficient, or even harmful. If rent-seeking is a successful strategy for businesses or individuals, it can impose great harm on society by slowing or even stopping economic growth.

For diversified investors who benefit from broad economic stability and growth, the effects of lobbying can be particularly harmful.

Majority Action’s proxy voting guide explains that “[u]nbridled corporate political influence poses risks to the long-term portfolios of diversified investors. While political rent-seeking in the form of election spending or lobbying may help one company, it can cause externalities for other companies, taxpayers, consumers, and workers – which ultimately hampers economic value creation and portfolio growth upon which long-term diversified investors depend.”

The proposal at NSC is expected to be supported by a proxy memo in the coming weeks that will specifically link its subject to the interests of diversified shareholders. When available, the memo will be shared here and in our weekly POTB updates.

FILER: James McRitchie

SUPPORTIVE MATERIALS: Exempt Solicitation

ACTION ITEM: This proposal asks the Board to amend the company’s bylaws to require the company to provide shareholders who submit a notice of nomination at least fourteen days’ notice of any apparent defects or omissions of the submission. This proposal seeks to ensure that shareholders have a reasonable opportunity to cure any defects in their nominations.

IMPACT ON DIVERSIFIED SHAREHOLDERS: Recent regulatory developments have reduced barriers to “proxy access,” providing a greater opportunity for shareholder nominees to the board to appear on companies’ proxy cards. This shareholder proposal seeks a bylaw amendment to ensure that company management does not place unfair hurdles in the way of shareholders seeking such access. This issue has particular resonance for diversified shareholders because their interests may diverge from those of corporate management with respect to corporate practices that externalize significant costs that threaten diversified portfolio returns. The proponent notes that “[o]verly demanding requirements are especially harmful to diversified shareholders. Such investors prefer that boards and managements refrain from pursuing profits through practices that endanger democratic social systems, which their diversified portfolios rely on.”

FILER: James McRitchie

ACTION ITEM: This proposal asks the company to issue a tax transparency report prepared using indicators and guidelines set forth in the Global Reporting Initiative’s (GRI) Tax Standard.

IMPACT ON DIVERSIFIED SHAREHOLDERS: The shareholder proposal refers readers to the GRI Tax Standard, which explains that “taxes … are a key mechanism by which organizations contribute to the economies of the countries in which they operate.” The proposal highlights an investigation into whether the company “was using an ‘abusive’ tax shelter” that would cost the United States $1.4 billion in taxes. These losses have an economic impact, as governments require revenue to function effectively. The EU Tax Observatory estimates that countries may experience a loss of up to 1.32% of GDP annually due to corporate profit shifting. Diversified portfolios may absorb these economic losses.

For diversified investors, the proposal explains that “[u]nchecked corporate tax avoidance poses a risk to the long-term portfolios of diversified investors. While such activities may help one company, they can cause externalities for other companies, taxpayers, consumers, and workers — ultimately hampering economic value creation and portfolio growth upon which long-term diversified investors depend.”

FILER: American Baptist Home Mission Societies

ACTION ITEM: This proposal asks the company to disclose the voting results on matters subject to a shareholder vote according to the class of shares, namely differentiating between those shares carrying one voting right and those carrying multiple voting rights.

IMPACT ON DIVERSIFIED SHAREHOLDERS: Dual class structures provide insiders with more votes per share than other shareholders. At Hershey, Class B stock has 10 votes per share while Common Stock only has 1 vote per share.  This means that proposals may earn the votes of a majority of shareholders, but only a small percentage of votes determine whether a proposal reaches majority support or not.

The supporting statement describes a 2022 proposal on child labor that received 7.7% support overall, but 52.6% support by common stockholders when insider shares were excluded from the calculation — demonstrating that over half of ordinary shareholders voted in support of the proposal. Diversified shareholders of dual-stock companies may benefit from knowing the support level a shareholder proposal received from other stockholders with low vote shares because it reveals whether the company management is addressing issues of broad economic and investor interest.

Issues raised by shareholders often have the potential to ameliorate externalities that impact diversified shareholder portfolios, but when dual-class companies do not disclose the vote results by class, the results can obscure shareholder sentiment around an issue. In the proposal’s example of child labor, a 2004 estimate indicated that eliminating child labor could add over $5 trillion to the economies where this issue is most significant, adding to global GDP and also saving the nearly $100 billion expended annually to combat child labor.

This proposal is expected to be supported by a proxy memo in the coming weeks that will specifically link its subject to the interests of diversified shareholders. When available, the memo will be shared here and in our weekly POTB updates.

FILER: Franciscan Sisters of Allegany, NY

PROXY MEMO: Exempt solicitation by IASJ

ACTION ITEM: This shareholder proposal asks the Board to commission an independent third-party report evaluating how effectively the company implements its Human Rights Policy and other company efforts to prevent, mitigate, and remedy actual and potential human rights impacts of its operations.

IMPACT ON DIVERSIFIED SHAREHOLDERS: As noted by the proposal, Chevron has global operations and is also “one of the highest greenhouse gas emitting companies in the world.” It further explains that while Chevron has a stated commitment on human rights, an “independent 2021 report examining 70 lawsuits against Chevron found that 65% of the cases involved ‘documented claims of severe human rights abuses, including torture, forced labor/slavery, rape, murder, and even genocide.’” The proposal also argues that Chevron’s “emissions contribute to the climate crisis, which disparately impacts people of color and furthers systemic racism” and that “Chevron’s operations, discharges, and leaks disproportionately burden communities of color with pollution and human health risks.”

The underlying issues of this proposal — violations of basic human rights, as well as matters of systemic racism and disproportionate health and pollution burdens — threaten economic stability and disruptions to global trade and investment, which can impact diversified portfolios. A working paper by the Danish Institute of Human Rights has identified that human rights intermediary factors like conflict, political instability, and economic inequality depress economic growth, while positive intermediary factors that come from supporting human rights, like human development and stable governance, improve economic growth.

This proposal is expected to be supported by a proxy memo in the coming weeks which will specifically link its subject to the interests of diversified shareholders. When available, the memo will be shared here and in our weekly POTB updates.

FILER: United Church Funds, Maryknoll Sisters

ACTION ITEM: This shareholder proposal asks the Board to report to shareholders on the effectiveness of the company’s policies, practices, and performance indicators in respecting internationally recognized human rights standards for Indigenous Peoples’ rights, specifically related to JP Morgan’s existing and proposed financing agreements.

IMPACT ON DIVERSIFIED SHAREHOLDERS: There is research indicating that Indigenous peoples steward 25-30% of the Earth’s lands and an estimated 60–80% of global biodiversity, including terrestrial animal species, forests, watersheds, and carbon sinks that are essential to planetary ecosystem stability. The World Bank estimates the collapse of ecosystem services could result in an annual global GDP decline of $2.7 trillion and The World Economic Forum estimates that over half of the world’s GDP is moderately or highly dependent on nature and its services, though all of the world’s GDP is dependent on nature to some extent. To the extent that Indigenous peoples’ stewardship helps to preserve vital ecosystem resources, usurpation of their rights over territory may create economic costs that affect overall GDP and economic growth.

Additionally, advancing Indigenous Peoples’ equity could benefit the economy by addressing inequality, which can lower growth. A study by the Canadian government noted that Indigenous Peoples face greater barriers to economic success than non-Indigenous populations but that “closing the opportunity gap between Indigenous peoples and non-Indigenous Canadians would have the potential of boosting Canada’s economy by $27.7 billion annually, roughly a 1.5 percent GDP increase” – a boost that could extend to significant improvements in long-term diversified portfolios if replicated globally.

This proposal is expected to be supported by a proxy memo in the coming weeks which will specifically link its subject to the interests of diversified shareholders. When available, the memo will be shared here and in our weekly POTB updates.

FILER: Mercy Investment Services with 17 cofilers (JNJ), Mercy Investment Services (MRK, GILD), Friends Fiduciary with 7 cofilers (ABBV)

PROXY MEMO: Johnson & Johnson (Mercy Investment Services)

ACTION ITEM: At Gilead Sciences, the proposal requests that the company adopt a comprehensive human rights policy, while at Johnson & Johnson, Merck, and AbbVie, the proposals ask the boards to oversee a review of each companies’ human rights due diligence (“HRDD”) practices and to produce a human rights impact assessment (“HRIA”).

IMPACT ON DIVERSIFIED SHAREHOLDERS: The proposals address the human rights issues related to company policies that result in limitations in access to necessary or life-changing pharmaceuticals or treatments. Since a healthier population leads to a more stable and productive economy, diversified shareholders benefit when the population has access to medical care that allows for increased productivity. For example, a 2024 Deloitte study demonstrated that “addressing health equity gaps across the United States could add US$2.8 trillion to the US gross domestic product by 2040, representing a 9.5% increase over current economic projections.” Another study showed that lack of access to medicine can result in early and excess mortality, which may lead to an economic output loss of up to 2.6 percent of GDP by 2030 in low-income countries and 0.9 percent in upper-middle income countries.

Some of these proposals also address an assessment of human rights impacts within the companies’ supply chains.  Abuse of human rights can negatively impact economic growth, threatening long-term prospects of diversified shareholders.

These proposals are expected to be supported by proxy memos in the coming weeks which will specifically link their subjects to the interests of diversified shareholders. When available, the memos will be shared here and in our weekly POTB updates.

FILERS: American Nonsmokers’ Rights Foundation (CZR, PENN, BYD) and Trinity Health (WYNN, BYD)

PROXY MEMOS: Wynn Resorts, Boyd Gaming, Caesar’s

ACTION ITEM: These proposals, with the full title “Report on Potential Cost Savings through Adoption of No-Smoking Policy,” focus on the social and health costs caused by employee exposure to secondhand smoke in the workplace. It seeks a report on the cost savings should the companies adopt smoke-free facilities policies.

IMPACT ON DIVERSIFIED SHAREHOLDERS: While most states have comprehensive smoke-free laws covering restaurants, some states still permit smoking in public spaces like casinos, where employees are exposed to long stretches of secondhand smoke during each work shift. The proposals note that women and people of color comprise the majority of casino floor employees, shifting the health burden to groups that already experience healthcare outcome disparities.

For diversified investors, there are two clear macroeconomic issues at play: the well-documented healthcare and public cost impacts of smoking, including exposure to secondhand smoke, as well as the macroeconomic impacts of healthcare disparities.

According to the CDC, in 2018, cigarette smoking cost the United States more than an estimated $600 billion, including:

• More than $240 billion in health care spending.
• Nearly $185 billion in lost productivity from smoking-related illnesses and health conditions.
• Nearly $180 billion in lost productivity from smoking-related premature death.
• About $7 billion (updated to 2018 dollars) in lost productivity from premature death from secondhand smoke exposure.

These figures illustrate potential risks to long-term portfolio growth for diversified investors. Smoking-related societal costs negatively impact diversified investors by increasing healthcare costs to all parties involved (employees, employers, and state or federal programs related to healthcare), reducing worker productivity and increasing disparities in healthcare outcomes, all of which can drag down portfolio returns.

These proposals are expected to be supported by proxy memos in the coming weeks that will specifically link them to the interests of diversified shareholders’ portfolios. When available, each memo will be shared here and in our weekly POTB updates.

FILER: HESTA (YUM); Trinity College, Cambridge (QSR)

PROXY MEMO: Exempt Solicitation by The Shareholder Commons (YUM)

ACTION ITEM: These proposals ask the companies to institute a policy requiring compliance with World Health Organization (WHO) Guidelines on Use of Medically Important Antimicrobials in Food-Producing Animals throughout their supply chains. These proposals are part of the antimicrobial resistance (AMR) guardrail effort supported by TSC.

IMPACT ON DIVERSIFIED SHAREHOLDERS: The proposals explain that “[a]ntibiotics overuse is known to exacerbate antimicrobial resistance (“AMR”), which the WHO describes as ‘one of the top 10 global public health threats facing humanity.’ By 2050, AMR could cause $100 trillion in lost global production, thus lowering the economy’s intrinsic value and devastating portfolio returns for institutional investors.” The proposals further contend that each company’s decision not to “prioritize broad AMR risks does not account for [their] diversified owners’ interests in optimizing public health, the economy, and their long-term portfolio returns.”

The proposals state that “[b]y changing [company] policies and adhering to the WHO Guidelines, [the company] could save lives, contribute to a more resilient economy, and protect [their] diversified investors’ portfolios.” TSC recommends that shareholders vote FOR these resolutions.

ACTION SUPPORTER: The Shareholder Commons

PROXY MEMO: Exempt Solicitation by The Shareholder Commons

ACTION ITEM: This action led by The Shareholder Commons encourages investors to vote AGAINST McDonald’s Board Chair due to the company’s continued failure to adequately address this issue.

IMPACT ON DIVERSIFIED SHAREHOLDERS: As with the proposals described in the prior topic, this vote-no campaign addresses antibiotics overuse that is known to exacerbate antimicrobial resistance (“AMR”), which the WHO describes as “one of the top 10 global public health threats facing humanity.” By 2050, AMR could cause $100 trillion in lost global production, thus lowering the economy’s intrinsic value and devastating portfolio returns for institutional investors. After multiple years of engagement with McDonald’s, through dialogue and support of related resolutions, TSC commenced this “vote no” effort.

FILER: Congregation of the Sisters of the Sorrowful Mother

ACTION ITEM: A proposal at PepsiCo asks the board to issue a third-party assessment of the harms associated with non-sugar sweeteners.

PROXY MEMO: Exempt Solicitation

IMPACT ON DIVERSIFIED SHAREHOLDERS: The proposal addresses both the uncertainty around the safety of non-sugar sweeteners (typically chemical compounds like Aspartame) and the inappropriate influence on researchers and regulators that are supposed to maintain neutrality when determining the safety of such additives. The proposal identifies the potential long-term health costs of noncommunicable disease that may be related to non-sugar sweeteners as a risk for diversified shareholders. It explains:

The World Health Organization recommended “against the use of NSS to control body weight or reduce the risk of noncommunicable diseases.” Based on a 2022 meta-analysis, this report demonstrated the “use of NSS does not confer any long-term benefit in reducing body fat in adults or children” and suggested that there “may be potential undesirable effects from long-term use of NSS, such as an increased risk of type 2 diabetes, cardiovascular diseases, and mortality in adults.” This represents a systemic risk to consumer health, burdening the economy, to the detriment of diversified investors who seek long term returns.

FILER: Boston Common Asset Management

ACTION ITEM: The resolution asks for annual reporting assessing the gap between the company’s current global nutrition reporting and reporting based upon other internationally recognized Nutrient Profiling Models (NPMs) conducted by independent third parties. It also suggests that Mondelez consider an assessment of the proportion of positive nutrients, in addition to reducing the amount of negative nutrients.

IMPACT ON DIVERSIFIED SHAREHOLDERS: The proposal raises the question of a discrepancy between the methods Mondelez uses to analyze and disclose its proportion of healthy vs. less healthy foods and how some internationally recognized models do such analyses, and then points to reports that indicate that “unhealthy diets [are cited] as a contributor to the rise in noncommunicable diseases such as obesity, diabetes, heart disease, stroke, and cancers” by authorities like the World Health Organization.

The proposal explains that the rise of nutrition-related noncommunicable diseases could have “crippling effect on economic growth” given that “[o]besity alone is projected to cost the global economy $USD 4.32 trillion annually by 2035; around 3 percent of global GDP, roughly equivalent to the impact of Covid-19 in 2020.”  It goes on to connect these issues to diversified investor risk: “unhealthy foods contribute to poor public health, which hurts economies and portfolio returns.”

FILER: Congregation des Soeurs des Saints Noms de Jesus et de Marie, Durocher Fund, and six co-filers

ACTION ITEM: This proposal addresses company practices related to prior authorization requirements and denials of coverage by UnitedHealth and seeks reporting on the public health-related costs and macroeconomic risks created by the company’s practices that limit or delay access to healthcare.

IMPACT ON DIVERSIFIED SHAREHOLDERS: Beginning with broad systemic risk arguments, this proposal points both to UnitedHealth’s reach into the U.S. economy (“more than 5 percent of U.S. gross domestic product flows through the company’s systems every day”) and its impact on the health outcomes of so many Americans, given its status as the largest health insurer in the U.S.

The proposal describes:

• Authorization requirements that delay medical care and how that delayed care may increase workplace absenteeism due to exacerbated chronic health conditions;
• Denying patient care to increase profit, a practice flagged by a U.S. Senate subcommittee; and
• Increasing premiums and out-of-pocket costs that may hinder economy-wide growth.

The proposal points investors towards considering how the insurer’s practices could threaten “investors’ broader portfolios by increasing consumer debt, jeopardizing health of policyholders and thereby reducing workforce productivity, straining government resources, and risking increased taxes.”

FILERS: United for Respect (WMT), SEIU (MA)

ACTION SUPPORTER: Majority Action (BNS, LOW, MA, PEP, WMT)

SUPPORTIVE MATERIALS: United For Respect’s Exempt Solicitation (Walmart); Majority Action’s Equity in the Boardroom Report and 2025 Proxy Voting for Equity memo; SHARE’s Proxy Alert; SEIU’s exempt solicitation (MA)

ACTION ITEM: At Walmart, Bank of Nova Scotia, Pepsi, and Mastercard, proposals request a third-party, independent racial equity audit analyzing each company’s adverse impacts on Black, Indigenous, and People of Color (BIPOC) communities, and providing recommendations for improving the company’s racial equity impact. At Walmart, the proposal specifies that input from employees and other stakeholders should be considered when determining subject matters for analysis. At Boeing, Deere, and Lowe’s, the proposals request a civil rights audit.

IMPACT ON DIVERSIFIED SHAREHOLDERS: At Walmart, the proposal explains that the company’s policies disproportionately impact BIPOC and female employees given that Walmart “employs more Black people and women than any other U.S. company.” Both proposals highlight the recent economic research by Citigroup that found that “racism and discrimination have cost the U.S. GDP $16 trillion since 2000 and addressing racial discrimination against African Americans could boost the U.S. economy by $5 trillion over five years.” As noted in the description of this section, other studies have also shown that the economy would greatly benefit from increased racial equity. As discussed elsewhere in this report, macroeconomic improvements favor diversified shareholders.

The Walmart proposal notes the connection between greater inequality and portfolio value: “racial inequity poses macroeconomic risks that jeopardize long-term returns across asset classes by generating industry and economy-wide negative externalities and impeding inclusive and broad-based economic growth.” Similarly, the Mastercard proposal asserts that, “[w]ithin the U.S., racial inequity poses macroeconomic risks that depress returns for long-term diversified investors.”

The proposals at BNS, LOW, MA, PEP, WMT Bank of Nova Scotia, Pepsi, Walmart, and Lowe’s were filed by a number of proponents, but all are included in Majority Action’s voting guide, which recommends a vote FOR these proposals.

Majority Action explains that “inequality poses a systematic, unhedgeable risk to the portfolios of diversified investors with long time horizons and broad market exposure” and that “[w]hile more research is needed on the relationship between systemic racism and systemic risk, US history illustrates that systemic racism has also contributed to economic and financial crises in ways that have harmed investment returns.”

FILERS: Franciscan Sisters of Allegany NY; The Maryknoll Sisters; Sisters of St. Joseph of Peace

ACTION ITEM: This proposal seeks an independent, third-party environmental justice audit that assesses the heightened racial impacts of NextEra’s operations and investments and produces recommendations for improving them, above and beyond legal and regulatory matters. It requests that the company take input from stakeholders, including civil rights organizations and affected community members, when determining the specific matters for assessment.

IMPACT ON DIVERSIFIED SHAREHOLDERS: As described by the proposal, “[e]nvironmental racism is a systemic risk that exacerbates the climate crisis and racial inequities.” The proposal points to numerous ways that gas pipelines, including specific pipelines owned by the company, may intersect with both tribal land or land near low-income or communities of color. Those intersections, the proponent explains, may generate human rights violations or breach the right of Indigenous Peoples to Free, Prior, and Informed Consent to actions taken on their tribal lands.

Environmental justice issues sit at the intersection of climate change risks and risks related to human rights, and economic and racial inequities. This can be seen in exacerbations of health disparities, reduced workforce productivity, and increased air and water pollution in affected communities. These factors can depress the economy and, therefore, the growth of diversified investor portfolios.

This proposal is expected to be supported by a proxy memo in the coming weeks that will specifically link its subject to the interests of diversified shareholders. When available, the memo will be shared here and in our weekly POTB updates.

ACTION SUPPORTER: Majority Action

SUPPORTIVE MATERIALS: Majority Action’s Equity in the Boardroom Report and 2025 Proxy Voting for Equity memo

ACTION ITEM: Majority Action recommends a vote FOR this proposal seeking reporting on research undertaken before recent changes to diversity policies and practices.

IMPACT ON DIVERSIFIED SHAREHOLDERS: The existing significant racial wealth gap in the U.S. constrains the economy. This shareholder proposal seeks to address the investor concerns regarding the rollback of various policies and procedures that sought to level the playing field for potential recruits, current employees, and suppliers who come from historically marginalized groups. As described elsewhere in POTB, Majority Action’s Equity in the Boardroom report ties systemic racism to diversified investor risk given that “inequality poses a systematic, unhedgeable risk to the portfolios of diversified investors with long time horizons and broad market exposure.”

SUPPORTIVE MATERIALS: Majority Action’s Equity in the Boardroom Report and 2025 Proxy Voting for Equity memo

ACTION ITEM: Majority Action recommends a vote FOR these proposals seeking reporting on company efforts related to workforce equity. Depending upon the company, the request includes reporting on the company’s diversity strategies, efforts to create a meritocratic workplace, diversity disclosures, or effectiveness of diversity, equity, and inclusion efforts.

IMPACT ON DIVERSIFIED SHAREHOLDERS: These proposals aim to address ways in which corporate policies interact with systemic issues of racism and discrimination. Research shows that such issues depress the economy. For example, a 2020 report by Citigroup identified both historical losses to the U.S. economy due to racial wealth gaps (up to $16 trillion over the prior twenty years) and the potential for GDP improvements through specific improvements in racial equity (closing the wage gaps today would add $5 trillion added to GDP over the next 5 years).

Majority Action’s proxy voting guide explains that “[s]hareholder proposals calling for enhanced pay gap disclosures, racial equity audits, and comprehensive diversity, equity and inclusion practices offer investors a tool to mitigate systemic risks. Supporting these proposals advances workplace fairness, reduces legal and reputational exposure, and strengthens the long-term value of diversified portfolios.” [emphasis added] Similarly, Majority Action’s Equity in the Boardroom report ties workplace equity issues to diversified investor risk given that “inequality poses a systematic, unhedgeable risk to the portfolios of diversified investors with long time horizons and broad market exposure.”

ACTION SUPPORTERS: The Shareholder Commons (vote-no campaigns) and ShareAction (shareholder proposals)

PROXY MEMOS: Walgreens (The Shareholder Commons), Next PLC (ShareAction), Marks & Spencer (ShareAction), JD Sports (ShareAction), Walmart (The Shareholder Commons), Kroger (The Shareholder Commons)

ACTION ITEMS: 

1.) Vote-No Campaigns: Last year, shareholders filed shareholder proposals at Walgreens Boots Alliance, Walmart, Target, and Kroger asking them to pay a living wage. Shareholders met with the companies’ management, except for Walgreens Boots Alliance, which declined to engage. These companies did not take responsive action. Low pay can contribute to inequality, which can materially reduce the intrinsic value of the global economy, posing a risk to diversified portfolios. The companies’ inaction warrants a vote against their board chairs. More details can be found at the support memos, linked above when available.

• Walgreens (January AGM): Vote AGAINST Board Chair Stefano Pessina
• Walmart: Vote AGAINST Board Chair
• Target: Vote AGAINST Board Chair
• Kroger: Vote AGAINST Board Chair

2.) Shareholder Proposals: ShareAction has submitted resolutions to Next PLC, Marks & Spencer Group, and JD Sports requesting a report detailing each company’s UK wage policies, including base pay practices, oversight, pay levels relative to the real Living Wage, employee turnover, and a cost/benefit analysis of adopting the real Living Wage, including for its third-party workforce at MKS.

IMPACT ON DIVERSIFIED SHAREHOLDERS: Closing the living wage gap worldwide could generate as much as an additional $4.56 trillion every year through increased productivity and spending, which equates to a more than 4 percent increase in annual GDP. Inadequate pay can thus materially reduce the intrinsic value of the global economy, which in turn harms investment portfolios.

FILER: Sisters of St. Joseph of Peace, Religious of the Sacred Heart of Mary (Ford)

ACTION SUPPORTER: Majority Action (DAL, SKYW, TSLA, HCC)

SUPPORTIVE MATERIALS: Majority Action’s Equity in the Boardroom Report and 2025 Proxy Voting for Equity memo

ACTION ITEM: These proposals address various aspects of commitments on freedom of association, collective bargaining, or non-interference policies, often specifically in line with International Labour Organization standards.

IMPACT ON DIVERSIFIED SHAREHOLDERS: Economic Policy Institute research demonstrates that unions “help reduce disparities and strengthen our democracy” and “counteract disparate labor market outcomes by race and gender that result from occupational segregation, discrimination, and other labor market inequities related to structural racism and sexism.” TSC’s own case study on the living wage gap highlighted the fact that closing inequalities like these could significantly benefit the economy: “closing the living wage gap worldwide could generate significant increases in the well-being of workers, leading to a more than 4% increase in global GDP.”

In a 2023 report, the US Treasury found that “unions contribute to more robust general economic growth and resilience.” Labor organizing can also be linked to racial equity and the benefits to diversified investors should racial discrimination be ameliorated. In its 2024 report, the nonprofit organization Majority Action points to research showing that “labor unions help to reduce centuries of entrenched racial disparities in wages, healthcare access, and economic security.” That report also argues that given the role that unions play in closing the racial wealth gap, “addressing fundamental labor rights in stewardship is one way for investors to mitigate the systemic risks of racialized inequality.”

The proposal at NSC is expected to be supported by a proxy memo in the coming weeks that will specifically link its subject to the interests of diversified shareholders. When available, the memo will be shared here and in our weekly POTB updates.

The proposals at Delta, Skywest, Tesla, and Warrior Met Coal were filed by a number of proponents, but all are included in Majority Action’s voting guide, which recommends a vote FOR these proposals.

Majority Action’s Equity in the Boardroom report identifies inequality as an issue that “poses a systematic, unhedgeable risk to the portfolios of diversified investors with long time horizons and broad market exposure” and ties this to labor organizing when it points to research showing that “[l]abor unions help to reduce entrenched disparities in wages, health, and financial security by promoting egalitarian compensation practices, improving working conditions, and generating spillover effects that raise standards for non-union workers.”

FILER: Sustainable Investment Exchange

ACTION ITEM: This proposal requests that the Board of Directors of this Australia-listed company implement an employer-funded paid parental leave policy.

SUPPORTIVE MATERIALS: Investor Brief

IMPACT ON DIVERSIFIED SHAREHOLDERS: Numerous studies reaffirm the economy-wide benefits of offering new parents access to paid family leave. For example, from the Economic Benefits of Paid Leave Fact Sheet of the Joint Economic Committee of the U.S. Congress:

• Economic studies have shown that access to paid family leave significantly increases the likelihood that workers will return to their jobs instead of dropping out of the labor force or spending time out of work to search for a new job.
• Paid leave has been shown to increase labor force participation and employment-to-population ratios, especially for women.
• The economy benefits from increasing access to paid leave because it helps workers stay in jobs that are a good match for them and where they have developed skills, which increases overall productivity.
• The combination of increased productivity and labor force participation bolsters economic growth.
• Paid leave can reduce reliance on public assistance. According to one study, women who return to work after taking paid leave are about 40 percent less likely to receive public assistance in the year after giving birth than women who keep working and have no leave at all.

In another example, research by the Center for American Progress found that “the [U.S.] economy loses more than $22.5 billion in lost wages alone due to lack of paid family and medical leave, with more than half of that amount—nearly $12 billion—attributed to women’s lost wages.”

Citing diversification and the need for “universal owners” to “focus on the macroeconomic impact of companies’ actions rather than just their valuation,” the proposal notes that “[g]ender inequality is a hidden externality that limits Australia’s economic growth.” Further, for diversified investors who benefit long-term from a robust, motivated, and productive workforce, paid parental leave represents “a powerful investment in a thriving workforce, healthier families, and a more robust economy.”

FILER: Oxfam America

PROXY MEMO: Exempt Solicitation

ACTION ITEM: This proposal seeks reporting on the governance measures Walmart has implemented to more effectively monitor and manage human rights risks related to workplace health and safety, including whether and how the Board oversees policies that affect the Company’s injury rate, attendance policies impacting worker health and safety, and the provision of paid sick leave, as well as whether and how senior executive incentive compensation arrangements changed in response to health and safety concerns.

IMPACT ON DIVERSIFIED SHAREHOLDERS: The proposal describes several issues with Walmart’s employee safety management such as high rates of workplace injuries, pressure on warehouse employees to work faster, and a report indicating that Walmart’s “attendance policies discourage workers from obtaining medical care by punishing them for medical absences.” According to a 2024 study, the aggregate cost of work-related injuries in the U.S. in 2022 totaled $167 billion, not accounting for lost productivity, hiring and training costs to replace injured workers, and increased workplace absenteeism.

For diversified investors, these concerns matter because they can threaten macroeconomic systems upon which diversified portfolios rely. As the largest private employer in the world with annual revenues exceeding $600 billion, Walmart’s policies and procedures on this topic may be of particular interest to diversified shareholders.

This proposal is expected to be supported by a proxy memo in the coming weeks that will specifically link its subject to the interests of diversified shareholders. When available, the memo will be shared here and in our weekly POTB updates.

FILER: Franciscan Sisters of Allegany NY

SUPPORTIVE MATERIALS: Exempt Solicitation

ACTION ITEM: Pointing to “reports of modern-day slavery and perilous conditions” in Wendy’s supply chain, this proposal seeks a report evaluating how implementation of worker-driven social responsibility principles and binding agreements would impact Wendy’s ability to identify and remediate human rights issues.

IMPACT ON DIVERSIFIED SHAREHOLDERS: As noted in the human rights section of this report, empirical studies demonstrate that human rights intermediary factors like conflict, political instability, and economic inequality depress economic growth, while human development and stable governance improve economic growth. This proposal identifies numerous allegations and investigative reports of human rights abuses in agricultural supply chains, including those for products that Wendy’s sources. These factors threaten critical systems that undergird diversified portfolios and should be weighed by shareholders using their governance rights to protect the value of those portfolios.

This proposal is expected to be supported by a proxy memo in the coming weeks that will specifically link its subject to the interests of diversified shareholders. When available, the memo will be shared here and in our weekly POTB updates.