FILER: As You Sow

PROXY MEMO: As You Sow memo

ACTION ITEM:
This proposal requests that Adobe report on whether and how its retirement plan investment options consider climate-related financial risks, including whether plan participants are exposed to companies whose activities contribute to systemic climate risk.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
The proposal explicitly links retirement plan design to long-term investment outcomes, particularly for participants with extended time horizons, explaining that “[p]rior studies estimate that unmitigated climate change will decrease world gross domestic product (GDP) by $23 trillion by 2050; [while] recent studies indicate the long-term costs may be six times higher than previously estimated.”

The proposal raises the question of whether default or commonly selected investment options expose beneficiaries to companies whose emissions contribute to broader economic risks associated with climate change. As the proposal notes, because retirement plan participants are typically diversified investors with long-term horizons, these broader economic effects may influence their overall returns.

FILER: Trillium Asset Management

PROXY MEMO: Trillium’s Exempt Solicitation

ACTION ITEM:
This proposal requests that Alphabet publish a report explaining how it will meet its climate commitments, including emissions reduction goals, in light of rapidly growing energy demand associated with artificial intelligence and data center expansion.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
The proposal connects Alphabet’s climate commitments to the rapid growth in energy demand driven by artificial intelligence and data center expansion. It highlights that data centers are becoming a significant source of electricity consumption and that much of this demand is currently met by high-emitting energy sources, contributing to rising greenhouse gas emissions.

The filing explicitly frames this in portfolio terms, noting that climate change-driven impacts “could erase trillions in global GDP by 2050, posing macroeconomic risks that may substantively depress returns for long-term diversified investors.” It also points to the company’s increasing emissions alongside its stated climate targets, raising questions about how those targets will be achieved given accelerating energy use.

FILER: Green Century Capital Management

PROXY MEMO: Green Century Exempt Solicitation

ACTION ITEM:
This proposal requests that AutoNation provide additional disclosure regarding its climate strategy, including emissions reduction targets, transition planning, and alignment with global climate goals.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
This proposal is supported by a proxy memo that connects the topic to diversified shareholders. See link available above.

The proposal emphasizes the economic losses from natural disasters attributed to climate change, such as “$750 billion over the last five years.” Focusing on the company’s role in sectors that may be affected by “systemic and enterprise risks” of climate change, it highlights AutoNation’s own 10-K disclosures that acknowledge the physical risks of climate change.

Noting that the company has adopted other environmentally-friendly initiatives, the proposal seeks disclosure of company GHG emissions and whether the company has targets to reduce them.

For diversified shareholders, the concern is clear — there is a potential for a 30-40% global equities underperformance in the next several decades should society fail to accelerate its response to GHG emissions and climate change. This proposal could address the company’s contribution to this issue.

FILER: Trillium Asset Management

ACTION ITEM:
This proposal requests that BJ’s issue an annual report describing whether and how it could increase the scale, pace, and rigor of its greenhouse gas (GHG) emissions reduction efforts, including potential strategies, metrics, and targets.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
The proposal explicitly links climate change to macroeconomic risk, noting that climate-driven impacts could reduce global GDP and depress returns for long-term diversified investors. It also highlights the exposure of food retail supply chains to physical climate risks, including disruptions to agricultural production from extreme weather events.

The filing raises concerns about the company’s reversal of prior climate-related commitments and the removal of sustainability disclosures, particularly in light of earlier statements identifying climate and supply chain emissions as material issues. It contrasts these actions with broader corporate trends and peer practices, which include setting emissions targets and reporting progress.

FILER: Green Century Capital Management

PROXY MEMO: Green Century Exempt Solicitation

ACTION ITEM:
This proposal seeks disclosure on whether and how Coca-Cola will increase its sustainability reporting related to “priority sustainability risks,” especially in light of changes in its most recent reporting.

IMPACT ON DIVERSIFIED SHAREHOLDERS:

Green Century’s proposal focuses on three key sustainability areas for Coke: packaging, water stewardship, and climate change mitigation. According to the proposal, the company had previously provided disclosures on goals or sustainability projects related to each of these categories. For example, the proposal notes that the company “previously disclosed a short-term, SBTi-verified GHG emissions reduction goal, its plans to reduce its emissions and progress against the old goal.” The company’s most recent reporting, however, “does not provide this disclosure for its new goal to reduce emissions in line with a 1.5-degree trajectory by 2035.”

For diversified shareholders, climate change remains a critical concern given that research shows the potential for a 30-40% global equities underperformance in the next several decades should society fail to accelerate its response to GHG emissions and climate change.

The proponent’s exempt solicitation makes a firm connection between these issues and diversified portfolios:

Comprehensive sustainability disclosures can be particularly important for so-called “Universal Owners” whose portfolios are long-term and so diversified that they essentially own a stake in the whole economy. For these investors in particular, the negative externalities of one portfolio company will be borne by the other portfolio companies. This makes it important for these investors to have comprehensive information on the sustainability impacts of their portfolio companies and how the companies are managing these impacts.

FILER: Green Century Capital Management

PROXY MEMO: Green Century Exempt Solicitation

ACTION ITEM:
This proposal requests that Harley-Davidson publish a climate transition action plan detailing how it will align its business model with emissions reduction targets.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
This proposal is supported by a proxy memo that connects the topic to diversified shareholders. See link above.

The proposal addresses the company’s plan for long-term emissions reductions in the context of evolving climate policies and market expectations, and it highlights potential macroeconomic risks linked to climate change, including noting that “[m]itigation is critical to address investment risks and avert systemic economic losses.”

According to the proposal, Harley-Davidson has set a net zero carbon emissions goal by 2050 but has not “published comprehensive sustainability disclosures outlining progress and plans to achieve its goals since 2023 and recently removed its commitment to set SBTi targets.”

For diversified shareholders, the concern is clear — there is a potential for a 30-40% global equities underperformance in the next several decades should society fail to accelerate its response to GHG emissions and climate change. This proposal could address the company’s contribution to this issue.

FILER: Friends Fiduciary Corporation

PROXY MEMO: Friends Fiduciary Exempt Solicitation

ACTION ITEM:
This proposal requests that Kroger issue an annual report describing whether and how it plans to increase the scale and pace of its greenhouse gas (GHG) emissions reduction efforts, including forward-looking information on actions to address emissions across its operations and value chain.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
This proposal is supported by a proxy memo that connects the topic to diversified shareholders. See link above.

This proposal addresses Kroger’s relationship to climate-related risks, including supply chain disruptions, regulatory changes, and cost volatility associated with extreme weather and the transition to a lower-carbon economy. It highlights that the company’s emissions are largely concentrated in its value chain, particularly in agricultural sourcing, and notes limited disclosure regarding plans to reduce those emissions.

Global food systems contribute one-third of global GHG emissions which impacts the world’s ability to meet the Intergovernmental Panel on Climate Change’s recommendations on decreasing greenhouse gas emissions to limit global warming to 1.5°C, which the proposal notes is needed to “avoid the most damaging effects of climate change. 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, this proposal addresses risks that could threaten investors’ entire portfolios.

FILER: Green Century Capital Management

PROXY MEMO: Green Century Exempt Solicitation

ACTION ITEM:
This proposal requests that Markel issue a report describing whether and how it will increase the scale, pace, and rigor of its strategies and action plans to mitigate material environmental risks related to its business. The supporting statement suggests that such disclosure could align with recognized frameworks, including TCFD, ISSB, or SASB.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
This proposal is supported by a proxy memo that connects the topic to diversified shareholders. See link above.

This proposal sits at the intersection of climate change risk and the central role insurers play in absorbing and pricing that risk. It highlights risks stemming from rising insured losses from natural catastrophes and the dangers posed to the macroeconomy by insurers responding to those losses by increasing premiums and reducing coverage. It cites a 2024 Senate Budget Committee Report predicting “a collapse in property values with the potential to trigger a full-scale financial crisis.”

According to the proposal, Markel acknowledges these risks but “fails to publish sustainability disclosures that include an assessment of the impacts and risks of climate change.” For diversified shareholders, changes in insurance availability and cost, especially related to insurers’ integration of climate change risk, may have broader economic implications. This proposal could address the company’s contribution to this issue.

FILER: Trillium Asset Management

PROXY MEMO: Trillium Exempt Solicitation

ACTION ITEM:
Shareholders request that NextEra publish a report describing whether and how it plans to reduce its contribution to climate change and align its operations and investments with the goals of the Paris Agreement.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
The proposal frames climate change as a macroeconomic risk, referring to research projecting that global GDP could decline significantly (up to 19%, as cited in the proposal) over the coming decades due to climate change impacts, ”posing macroeconomic risks that could meaningfully depress returns for long-term diversified investors.”  It emphasizes the central role of the power sector in both contributing to and mitigating climate-related risks, given its influence on emissions trajectories and energy systems.

Focus is placed on the company’s prior adoption—and subsequent withdrawal—of emissions reduction targets aligned with Paris Agreement pathways. The materials suggest that the absence of current targets may limit visibility into how the company is managing climate-related risks and positioning its operations within broader energy transition dynamics.

FILER: Green Century Capital Management

ACTION ITEM:
This proposal requests reporting on the energy use and associated emissions of the company’s products, particularly in relation to artificial intelligence and data center applications.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
The proposal directly links climate change to portfolio-level risk, stating that it “poses macroeconomic risks that can depress returns for long-term diversified investors,” and highlighting the growing economic toll of severe weather events, such as “a record 21 billion-dollar disasters in 2025.”

The proposal draws attention to NVIDIA’s position at the center of AI-driven growth, emphasizing the rising energy demands associated with data centers and the resulting emissions implications and raises questions about the company’s current disclosures, particularly the absence of emissions from the use of sold products, which may represent a significant portion of its total climate footprint.

The degree to which companies provide visibility into full-scope emissions and mitigation strategies may inform how investors assess climate-related risks that extend across diversified portfolios.

LEAD FILERS: Australian Ethical Investment Limited and Sustainable Investment Exchange (SIX)

CO-FILERS: 120 retail shareholders

PROXY MEMO: Investor Briefing by Australian Ethical

ACTION ITEM:
This proposal requests that QBE disclose: (1) the proportion of its underwriting portfolio that may require withdrawal, reduced capacity, or repricing due to physical climate risk across different time horizons; and (2) an assessment of how different climate scenarios may affect macroeconomic conditions and, in turn, the company’s financial position, including impacts on underwriting demand, premium affordability, reinsurance availability, investment performance, and capital costs.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
This proposal is supported by an investor briefing, linked above, which links the topic to diversified shareholders.

This proposal by Australian investors focuses on disclosure of climate-related risks in the insurance sector, particularly those arising from physical climate impacts and their potential transmission through economic systems. It highlights that current reporting emphasizes annual loss metrics under a single scenario, which may not fully capture the broader financial implications of climate change.

The supporting statement notes that physical climate impacts may influence macroeconomic variables such as GDP growth, inflation, interest rates, and market volatility. The supporting statement notes that the company’s Average Annual Loss metrics do not extend to the physical impacts of climate change that “have macroeconomic implications that are also likely to directly impact QBE’s prospects.”

For diversified shareholders, the financial risk of climate change is clear — there is a potential for a 30-40% global equities underperformance in the next several decades should society fail to accelerate its response to GHG emissions and climate change – and changes in insurance availability and cost, especially related to insurers’ integration of climate change risk, may have broader economic implications. This proposal could address the company’s contribution to this issue.

LEAD FILERS: Australian Ethical Investment Limited and Sustainable Investment Exchange (SIX)

CO-FILERS: 120 retail shareholders

PROXY MEMO: Investor Briefing by Australian Ethical

ACTION ITEM:
The resolution asks QBE to disclose whether its governance and oversight processes adequately manage potential conflicts and incentive misalignments related to underwriting new and expansionary oil and gas projects, and whether these decisions are aligned with the company’s best interests.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
This proposal is supported by an investor briefing, linked above, which links the topic to diversified shareholders.

This resolution by Australian investors points to the company’s updated Environmental and Social Risk Framework, which permits continued insurance underwriting of new and expansionary oil and gas projects and the companies developing them. The policy operates without restriction until at least 2029 or 2040, depending upon certain factors, “after which services may be declined if a customer is assessed as ‘low transition maturity.” The resolution notes the long runway for transition this poses.

Additionally, the resolution notes the potential for incentive misalignments posed by the profit opportunities in underwriting oil and gas projects. It seeks an assessment of potential misalignments between the incentives of the underwriting divisions exposed to new or expansionary oil and gas, and the broader interests of the company, and whether existing governance mechanisms are sufficient to protect against any such misalignments.

For diversified investors, this proposal relates to the growing risk of climate change that is posed by the extraction and burning of fossil fuels. Companies that conduct oil and gas exploration typically cannot proceed without insurance underwriting of the project, so investors have begun scrutinizing the ways in which underwriters assess the systemic and portfolio-wide risks related to these projects. This resolution at QBE may help investors garner additional information related to these risks.

FILER: Green Century Capital Management

PROXY MEMO: Green Century Exempt Solicitation

ACTION ITEM:
This proposal requests disclosure of Scope 3 (value chain) greenhouse gas emissions and associated risks.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
This proposal explicitly frames climate change as a portfolio-level risk, stating that it “poses macroeconomic risks that can depress returns for long-term diversified investors.” It links these risks to the semiconductor sector’s growing exposure to climate disruption, noting that a significant share of production will depend on materials vulnerable to climate impacts.

The filing highlights Skyworks’ reliance on global manufacturing and raw material inputs that may be affected by extreme weather, supply disruptions, and rising costs, as well as increasing regulatory and customer requirements related to emissions. It also emphasizes that most of its emissions—and therefore much of the associated climate risk—reside in the value chain, where the company has not yet established clear reduction targets or transition plans.

FILER: Green Century Capital Management

PROXY MEMO: Green Century Exempt Solicitation

ACTION ITEM:
This proposal requests that Verizon’s Board of Directors issue a report describing its oversight of material climate-related issues, including whether and how the company is aligning operational and supply chain (Scope 3) emissions with its stated climate goals. The proposal also seeks disclosure of relevant metrics, policies, and forward-looking strategies used by the board to monitor progress.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
This proposal is supported by a proxy memo that further links the topic to diversified shareholders. See link above.

The proposal notes that climate change was identified as a “high-priority issue” for Verizon in a third-party prioritization assessment and notes that Scope 3 emissions—representing the majority of its greenhouse gas footprint—remain insufficiently addressed in current disclosures.

According to the proposal, Verizon has acknowledged the importance of addressing climate risk in its own 10-K but did not publish a sustainability report in 2025, instead “creat[ing] a single webpage with emissions data.” While the company has set a reduction target for Scope 3 emissions, according to the proposal, it “fails to disclose” plans to achieve that goal.

For diversified shareholders, the concern is clear — there is a potential for a 30-40% global equities underperformance in the next several decades should society fail to accelerate its response to GHG emissions and climate change. This proposal could address the company’s contribution to this issue.

FILER: Green Century Capital Management

ACTION ITEM:
This proposal requests that Wolverine report on any new policies or practices that would increase the ambition of its efforts to reduce its impact on climate change, including the potential development of emissions reduction targets and related strategies.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
The proposal explicitly frames climate change as a portfolio-level risk, stating that it “poses macroeconomic risks that can depress returns for long-term diversified investors.” The filing highlights Wolverine’s exposure to climate-related disruptions, including increased frequency of extreme weather and rising input costs affecting its manufacturing base.

It focuses on Wolverine’s lack of climate-related targets given the “continuing enterprise and macroeconomic risks of climate change,” encouraging the company to “not defer action but instead establish goals concurrent with improved data gathering.” Highlighting that peer companies can refine emissions inventories while pursuing climate goals, the proposal emphasizes the urgent action needed to protect shareholders from macroeconomic risks.

PROPONENT: Sierra Club Foundation

PROXY MEMO: Sierra Club Foundation memo

ACTION ITEM: The campaign by Sierra Club Foundation (SCF) calls for shareholders to vote AGAINST Resolution 4 (re-election of Board Chair Albert Manifold), AGAINST Resolution 23 (revocation of prior climate-related disclosure commitments), AGAINST Resolution 22 (new articles enabling fully electronic AGMs) in response to the Board’s refusal to include a shareholder proposal requesting disclosure on how the company is planning for potential declines in oil and gas demand. SCF is also encouraging a vote FOR Resolution 24 (ACCR proposal on upstream capital expenditure disclosures).

IMPACT ON DIVERSIFIED SHAREHOLDERS:

This initiative is supported by a proxy memo that links the topic to diversified shareholders.

This campaign originates from BP’s refusal to include a climate-related disclosure proposal that focused on improving visibility into how BP is positioned to navigate potential structural shifts in energy markets. The original proposal—co-filed by 23 institutional investors, including SCF, representing approximately €1.5 trillion in assets—asked BP to publish a report outlining its strategy under International Energy Agency (IEA) scenarios.

UPDATE: In addition to the recommendation to vote against Chair Albert Manifold, the action first listed in POTB upon publication, Sierra Club Foundation has expanded its vote recommendations to include AGAINST Resolution 23, which would revoke prior disclosure-related resolutions, and AGAINST Resolution 22, which would authorize fully electronic shareholder meetings. SCF also recommends a vote FOR Resolution 24, the ACCR proposal seeking additional disclosure on BP’s upstream oil and gas capital expenditures.  SCF also recommends a vote FOR Resolution 24, the ACCR proposal seeking additional disclosure on BP’s upstream oil and gas capital expenditures. These recommendations reflect concerns not only about board accountability, but also about the erosion of disclosure and shareholder oversight mechanisms that diversified investors rely on to assess systemic climate-related risk across portfolios.

According to recent reporting, the original proposal was deemed eligible for submission in January but was not present on the AGM notice in March 2026. In a press release related to the proposal, one of the investor filers (Sierra Club Foundation) connected the proposal to broader portfolio considerations, stating that “the threat climate change poses to diversified portfolios vastly outstrips the costs BP alone will bear.”

PROPONENT: Majority Action

CAMPAIGN MATERIAL: Majority Action’s AI Climate Director Vote Guide

EXEMPT SOLICITATIONS: American Electric Power, Dominion Energy, Duke Energy, Southern Company

ACTION ITEM:
Majority Action’s 2026 guide urges votes against certain directors at U.S. energy companies that are expanding fossil fuel infrastructure to power AI-driven data center growth, citing increased emissions, misalignment with climate goals, and broader system-level risks. As Majority Action updates its recommendations, the AirTable in POTB will reflect these changes.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
Majority Action’s campaign connects the recent growth of AI and the resultant increase in new data centers that use significant energy resources with the risks posed to the global economy and portfolios of diversified investors from our current path in climate change. Majority Action’s guide explains that:

“The fossil-fueled data center boom is intensifying system-level climate risk. A plethora of studies suggest that climate change negatively impacts the portfolios of long-term diversified investors by depressing growth and productivity, triggering economic shocks, and fueling social and political unrest. These investors should be alarmed by the fact that the AI revolution, which will dramatically reshape economic activity for decades to come, is being built on the foundation of value-destroying fossil fuels.”

PROPONENT: Market Forces

INVESTOR BRIEFING: Market Forces Investor Briefing

ACTION ITEM:

Market Forces, an Australia-based NGO, has put out an investor briefing expressing concern about Woodside Energy’s strategies related to climate change risk and encouraging investors to predeclare votes AGAINST Woodside’s remuneration report and “[r]eelection of any directors [that] investors deem responsible for inadequate strategic and risk management governance.”

IMPACT ON DIVERSIFIED SHAREHOLDERS:

Market Forces’ investor briefing describes how Woodside Energy’s LNG expansion strategy is high-risk and potentially value-destructive, stating that the company’s “latest annual report and sustainability briefing have yet again failed to address risk management, particularly on scope 3 emissions,” with particular concern about Woodside’s “coal-to-LNG switching” strategy. The Market Forces investor briefing provides suggested questions for investors to ask company management and then, in the absence of satisfactory response, urges investors to predeclare votes against the company’s remuneration report and “[r]eelection of any directors [that] investors deem responsible for inadequate strategic and risk management governance.”

In its briefing, Market Forces explicitly links these issues to the risks posed to diversified investor portfolios, highlighting that “[m]any of Woodside’s largest shareholders are universal owners, for whom overall market performance, not idiosyncratic company performance, determines 75-94% of portfolio returns.” It also warns that climate-driven impacts could significantly undermine overall market returns for diversified, long-term investors: “Universal owners face significant climate risks. The Institute and Faculty of Actuaries found that investors could face a 50% loss in global GDP as early as 2070 if the growing concentration of greenhouse gases in the atmosphere are not urgently addressed.”

FILER: Myra Young & James McRitchie

PROXY MEMO: Young & McRitchie Exempt Solicitation

ACTION ITEM:
This proposal requests that the company adopt provisions requiring it to include candidates for up to 25% of the board in its proxy materials if nominated by shareholders collectively owning 3% of the company’s shares for at least three years.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
The proposal presents proxy access as a mechanism to enhance board accountability by enabling shareholders to nominate a limited number of director candidates without engaging in a full proxy contest. It emphasizes the importance of aggregation without group limits, noting that such flexibility may allow smaller shareholders to participate more effectively in the nomination process.

For diversified portfolios, the supporting statement explicitly connects proxy access to broader investor concerns, stating that it is “particularly important for shareholders who want to ensure that our Company’s board and management refrain from practices that threaten the social and environmental systems on which diversified portfolios depend.” The proposal suggests that improved access to the proxy may increase the likelihood that such system-level issues are raised and addressed at the board level.

FILER: James McRitchie

ACTION ITEM:
This proposal requests that the company amend its governing documents to allow shareholders owning at least 10% of outstanding common stock (or the lowest threshold permitted by law) to call a special shareholder meeting. The proposal also seeks to establish clear procedures and requirements for exercising this right.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
The proposal addresses shareholder rights and board accountability, noting that a majority of large U.S. companies provide mechanisms for shareholders to call special meetings and that major institutional investors support such rights.

The filing highlights the role of special meeting rights as a governance tool that allows shareholders to respond to urgent concerns between annual meetings, particularly where boards may be unresponsive.

The proposal explicitly links these governance concerns to broader investor interests, stating that “unchecked entrenchment is particularly deleterious to the company’s diversified shareholders, who have an interest in ensuring that our Company’s board or management does not lead the company towards profiting from practices that threaten the macroeconomy and, by extension, their portfolio returns.”

FILER: James McRitchie (CorpGov.net)

ACTION ITEM:
This proposal requests that Snowflake amend its governing documents to require that director nominees in uncontested elections receive a majority of votes cast to be elected, rather than the current plurality standard. It also provides that directors who fail to receive majority support be removed once a qualified replacement is identified.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
The proposal addresses director accountability and shareholder influence over board composition, noting that a majority vote standard is widely adopted among large U.S. companies and supported by major institutional investors.

The filing emphasizes that stronger voting standards may enhance board responsiveness, particularly where shareholders seek to address concerns related to company practices. It states that this right is “particularly important for shareholders who want to ensure that our Company’s board and management refrain from practices that threaten the social and environmental systems on which diversified portfolios depend.”

FILER: Friends Fiduciary Corporation

PROXY MEMO: Friends Fiduciary Exempt Solicitation

ACTION ITEM:
The proposal requests that State Street adopt a policy requiring an independent board chair, with implementation phased in at the next CEO transition.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
This proposal is supported by a proxy memo that links the topic to diversified shareholders, linked above.

The filing focuses on board leadership structure as a key element of governance, emphasizing the distinction between management’s role in running the company and the board’s role in providing independent oversight. It argues that combining the CEO and chair roles may concentrate authority and limit the board’s ability to exercise effective supervision.

For diversified investors, board independence and leadership design may affect how effectively risks—particularly those with broader economic or social implications—are identified and addressed. As such, the proposal may address this issue.

FILERS: Presbyterian Church USA; co-filer: Portico Benefit Services

PROXY MEMO: PCUSA Exempt Solicitation

ACTION ITEM:
This proposal requests that the GE commission independent third-party reports evaluating its due diligence processes for assessing whether customer use of defense-related products and services contributes to human rights harms or violations of international humanitarian law in conflict-affected and high-risk areas (CAHRA).

IMPACT ON DIVERSIFIED SHAREHOLDERS:
This proposal has been supported by a proxy memo linking the topic to diverisifed shareholders. See link above.

This proposal situates the requests for due diligence reporting within a broader context of rising global conflict and geopolitical instability, noting increases in violent events, civilian harm, and displacement. It also highlights the growing recognition among investors and corporate leaders that geopolitical risk may have system-wide implications.

For diversified investors, macroeconomic issues related to or caused by war and geopolitical conflict may negatively impact long-term portfolio growth. For example, research by the World Bank in 2025 looked at economies facing geopolitical conflict and found that “conflict and instability are taking a devastating toll on the 39 economies afflicted by them, driving up extreme poverty faster than anywhere else.” It found that such conflict shrinks per capita GDP in those countries and was causing “economic stagnation.”

Particularly pertinent to diversified investors, this research found that conflicts, once started, tend to persist, along with extended negative GDP impacts: “[h]igh-intensity conflicts—those that kill more than 150 out of every 1 million people—are typically followed by a cumulative drop of about 20% in GDP per capita after five years.”

The implications of the issues in this proposal threaten economic stability, productivity, and even the health and educational attainment of workers, all of which can impact diversified portfolios.

FILER: Sisters of St. Joseph of Peace

PROXY MEMO: Investor Advocates for Social Justice (IASJ) Exempt Solicitation

ACTION ITEM:
This proposal requests that GM publish a report assessing the effectiveness of its policies, practices, and performance indicators in respecting internationally recognized Indigenous Peoples’ rights standards, including Free, Prior, and Informed Consent (FPIC), across its operations and supply chain.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
This proposal is supported by a proxy memo linking the topic to diversified shareholders. See the link above.

The proposal emphasizes that failure to respect Indigenous Peoples’ rights can lead to “project delays, litigation, and loss of public trust,” highlighting the importance of maintaining a social license to operate. It provides examples where projects linked to GM’s supply chain have faced opposition, legal challenges, and reputational scrutiny, including projects that have encountered protests and lawsuits.

The proposal focuses on human rights risks associated with the sourcing of transition minerals, noting that a significant portion of these resources are located on or near Indigenous lands. The filing raises concerns about GM’s current disclosure practices, stating that while the company has policies recognizing Indigenous rights, it does not provide detail on how related risks are assessed or managed, nor on the effectiveness of those processes.

For diversified investors, in addition to risks associated with losing the social license to operate, disruptions arising from rights violations—such as project delays, social conflict, or supply chain instability—may have broader implications for resource availability and economic performance. This proposal may address these issues.

FILER: American Baptist Home Mission Societies

PROXY MEMO: IASJ proxy memo

ACTION ITEM:
This proposal requests that Wells Fargo establish a new board committee of independent directors to oversee the company’s management of actual and potential adverse impacts on Indigenous Peoples arising from its financing activities. The committee would be authorized to engage with affected stakeholders and retain independent expertise.

IMPACT ON DIVERSIFIED SHAREHOLDERS:

This proposal is supported by a proxy memo that connects the topic to diversified shareholders. See link available above.

The proposal centers on risks arising from financing activities that may contribute to violations of Indigenous Peoples’ rights, noting that failure to uphold standards such as Free, Prior, and Informed Consent exposes the company to various risks.

For diversified shareholders, these risks are not isolated to individual projects. The proposal highlights that “over one-fifth of fossil-fuel and extractive projects [are] on or near Indigenous lands,” indicating that these issues are widespread across sectors in which large financial institutions operate. Where financing decisions systematically fail to account for Indigenous rights, resulting project delays, legal challenges, and community opposition can affect broader economic activity in energy and infrastructure development.

This proposal is supported by a proxy memo that links the issue to diversified shareholders.  The proxy memo explains “the growth and stability of the economy is a key driver of long-term portfolio returns for diversified investors,” and that social and environmental externalities can “burden the economy” and act as a “drag on GDP,” thereby reducing long-term portfolio returns. It also emphasizes that Indigenous Peoples steward “25–30% of the world’s land and an estimated 60–80% of global biodiversity,” and that degradation of these ecosystems can create economy-wide costs, with the World Bank estimating potential GDP losses of $2.7 trillion annually from ecosystem collapse.

FILER: Myra Young & James McRitchie

PROXY MEMO: As You Sow Proxy Memo

ACTION ITEM:
The proposal requests that Berkshire Hathaway disclose how its Board oversees workforce and human capital management across its operating subsidiaries, providing investors with greater transparency into governance of workforce-related risks within its decentralized structure.

IMPACT ON DIVERSIFIED SHAREHOLDERS:

This proposal is supported by a proxy memo that connects the topic to diversified shareholders. See link available above.

The proposal frames human capital management as extending beyond firm-level operations, stating that it “shapes economic mobility, community well-being, and the resilience of labor markets,” and that inadequate practices can contribute to “systemic challenges such as wage stagnation, unsafe working conditions, and workforce displacement.” It further notes that these dynamics “generate material risks for investors and the broader economy.”

For diversified investors, these concerns matter because they can threaten macroeconomic systems upon which diversified portfolios rely. For example, 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. As a large private employer, Berkshire Hathaway’s policies and procedures on this topic may be of particular interest to diversified shareholders.

FILER: Oxfam America

PROXY MEMO: Oxfam Proxy Memorandum

ACTION ITEM:
The proposal requests that Walmart report on governance measures implemented since 2020 to monitor and manage human rights risks related to workplace health and safety, including how the board oversees policies affecting injury rates, attendance practices, and related issues.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
This proposal is supported by a proxy memo that links the topic to diversified shareholders, linked above.

The filing focuses on workplace health and safety as a governance and human capital issue, emphasizing board oversight of policies that influence injury rates, working conditions, and employee well-being. It cites research linking safety outcomes to productivity and highlights investor expectations that boards oversee these risks.

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 $700 billion, Walmart’s policies and procedures on this topic may be of particular interest to diversified shareholders.

FILER: United for Respect

PROXY MEMO: United for Respect Exempt Solicitation

ACTION ITEM:
The proposal requests that Walmart prepare a report describing the principles it uses to address and measure the social implications of adopting advanced technologies, including artificial intelligence and automation, across its workforce.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
This proposal supported by a proxy memo that links the topic to diversified shareholders, linked above.

This proposal highlights the rapid expansion of AI and automation as a significant driver of workforce transformation, particularly at large employers with broad operational reach. It points to the company’s increasing use of AI in areas such as hiring, scheduling, training, and compensation, including algorithmic systems that influence pay and performance evaluation.

Attention is directed to how these technologies are governed, including whether existing commitments—such as principles related to fairness, transparency, and human oversight—are operationalized in practice. The proposal also references research indicating that automation and algorithmic management may affect job design, wage structures, training opportunities, and equity outcomes.

The proposal also points to concerns that advanced technologies may influence labor markets and economic systems more broadly through changes in job quality, employment opportunities, workforce participation, and income distribution. For diversified investors, impacts on inequality, workforce productivity, consumer demand, or employee reliance on government assistance programs may also impact overall economic growth and stability, particularly at a company of Walmart’s size – the largest private employer in the U.S.

COMPANIES: Axon Enterprise (AXON), International Business Machines Corp. (IBM), Coca-Cola Co. (KO), Walmart (WMT), Live Nation Entertainment (LYV), Best Buy (BBY), Chipotle Mexican Grill (CMG), Lululemon Athletica (LULU), TJX Cos. (TJX), Ulta Beauty (ULTA), Dollar Tree (DLTR), Target Corp. (TGT), Duke Energy (DUK), Lowe’s (LOW), Hilton Worldwide Holdings (HLT), McDonald’s (MCD), Ross Stores (ROST), Yum! Brands (YUM), Simon Property Group (SPG), Sempra Energy (SRE)

PROPONENT: Majority Action

CAMPAIGN MATERIAL: Majority Action’s Inequality-Pay Ratio Vote Guide

ACTION ITEM:
Majority Action’s 2026 guide recommends voting against say-on-pay proposals at companies with outsized CEO-to-worker pay ratios, arguing that extreme intra-firm inequality can suppress economic growth, weaken productivity, and create system-level risks that ultimately impact long-term portfolio returns.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
Majority Action’s vote-no campaign around economic inequality asks investors to withhold votes approving Say-on-Pay resolutions where either the company’s 2024 (as reported in the 2025 proxy) and 2025 (as reported in the 2026 proxy) pay ratios exceed 494:1, ranking it in the top decile of pay ratios among S&P 500 companies OR the company’s 2024 and 2025 pay ratio are upper outliers relative to other companies in the same sector.

For diversified investors, the voting guide explains that:

Intra-firm disparities between executives and workers are a key driver of system-level inequality risk. Among other things, exorbitant CEO pay inhibits human capital formation, depresses consumer spending by shrinking labor’s share of income, and decreases economic productivity by preventing corporate profits from being reinvested into value-creating initiatives. These factors are also portfolio-level risks for long-term diversified investors. While the broader economy primarily drives portfolio returns, corporate negative externalities can suppress GDP growth, ultimately undermining long-term investment performance.

FILERS: Trillium Asset Management, Mercy Investment Services, and four co-filers

PROXY MEMO: Trillium’s Exempt Solicitation

ACTION ITEM:
The proposal requests that Target publish a report assessing the presence of pesticides in its private-label products and outlining any efforts to measure, manage, and reduce associated risks across its supply chain, including board oversight, reduction strategies, and potential targets.

IMPACT ON DIVERSIFIED SHAREHOLDERS:
This proposal is supported by a proxy memo, linked above, connecting the topic to diversified shareholders.

This proposal seeks disclosures from Target regarding its use of pesticides in private label products on its store shelves. The issues named in the proposal relate to public health in two ways:

1. Potential pesticide damage of living organisms in soil, necessary to maintain soil health for farming and carbon sequestration, and
2. The health risks of human exposure to toxic chemicals from pesticides, which the proposal notes have been linked to increased risk of cancer and developmental defects in infants and children. The proposal cites a 2025 study in which Target’s private brand baby foods were found to contain 29 pesticides.

For diversified investors, long-term portfolio returns depend in part upon factors such as a healthy and productive population as well as nature’s services that may help to mitigate the rising risks of climate change. The potential negative impacts of pesticide-related health and environmental impacts may pose significant long-term risks. A 2017 study found that the “disease burden” associated with environmental chemical exposure could exceed 10% of global GDP annually. As a use of industrial chemicals, pesticides contribute to this figure. This shareholder proposal may help to address these risks.

Trillium’s exempt solicitation, linked above, makes the connection clear: 

The World Bank estimates that the collapse of select ecosystem services provided by nature, including wild pollination and carbon sequestration, could result in a loss to the global economy of $2.7 trillion by 2030. In addition, a December 2025 report, Invisible Ingredients: Tackling Toxic Chemicals in the Food System, funded in part by the Grantham Foundation and produced by Systemiq, found that pesticides and related chemicals in the global food system generate an estimated $2.2 trillion annually in health costs and an additional $640 billion in environmental costs, including crop losses and management of pesticide-resistant pests. The report further found that existing policies and technologies could reduce these combined harms by approximately 70% — delivering up to $1.9 trillion in annual global savings — demonstrating that the costs of action are modest relative to the damage avoided. Ultimately, given that the growth and stability of the economy is a key driver of long-term portfolio returns for diversified investors, biodiversity is an important consideration for such investors, separate and apart from its impact on individual company performance.