Important highlights from upcoming meetings, provided by Glass Lewis’ global research team:

Comcast Corporation

In recent years, the reputations of household names in the news industry have been radically changed by a plethora of sexual harassment allegations brought forth during the #MeToo era. Throughout the organization, Comcast hasn’t been immune to this issue. Long-time personalities like Matt Lauer and Chris Matthews have left the airwaves, in Lauer’s case fired, and NBC News chief Andrew Lack was among multiple high-level executives and newsroom talent whose behavior was the subject of questioning from the New York attorney general’s office in late 2019.

It’s not just an issue with execs and on-air talent — according to a 2018 report posted on Jezebel, at least six women working at Comcast call centers in various locations alleged a rampant culture of sexual harassment, both verbal and physical. In addition to the behavior of their employees, Comcast and NBC have been criticized for their handling of the response, such as conducting an internal (rather than independent) investigation into Lauer’s departure, or telling alleged call center victims to take care of themselves.

Now investors will get an opportunity to weigh in. Comcast’s upcoming annual meeting agenda includes a shareholder proposal brought by Arjuna Capital asking the board to conduct an independent investigation into and prepare a report on risks posed by Comcast’s failures to prevent workplace sexual harassment. Arjuna also suggests that the report assess steps Comcast could take to do a better job of holding employees who cause harm accountable, such as integrating metrics on creating a sexual harassment-free workplace into the performance measures of the CEO and senior leadership.

Tiffany & Co
New York Stock Exchange June 1

Tiffany & Co’s merger with LVMH was announced back in November 2019 and approved by shareholders in February but the deal may not get full regulatory approval until October, with the Australian Foreign Investment Review Board postponing its statutory assessment due to the coronavirus pandemic. Yet despite the delays, executives at Tiffany & Co have been rewarded as if the deal had already been consummated.

That’s due to a series of notable pay decisions that Tiffany’s compensation committee made over the past year, including the grant of one-off awards intended to promote retention and mitigate the potential impact of Sections 280G and 4999 of the tax code in preparation for the announced merger –in other words, the retention payments effectively served as excise tax gross up benefits to reimburse executives for forgone payments. In addition, the committee accelerated the vesting of portions of certain outstanding equity grants and took another tax mitigation measure for its executives.

With the actual deal itself on ice, and markets in turmoil, shareholders voting on the company’s Say-on-Pay will have to consider whether these pay decisions sufficiently align executive interests and realized wealth with shareholder outcomes.

Total SA
Euronext Paris May 29

For the first time, shareholders at a French company will consider a climate-related shareholder proposal. On April 15, 2020, a group of 11 shareholders holding approximately 1.35% of Total SA’s share capital announced their concern that the Big 4 oil and gas firm was not doing enough on sustainability. They’ve submitted a resolution that would amend the company’s statutes to formally strengthen its obligation to comply with the Paris Agreement. The resolution asks Total to set out a medium and long-term action plan with intermediate steps to address the risk of the company’s assets becoming stranded, as well as the means deployed to reduce its greenhouse gas emissions in absolute terms.

If the proposal represents an opportunity for investors to weigh in on climate strategy, the board is not shying away. They agreed to include the proposal on the AGM agenda and, while they have not recommended that shareholders support it, they are making their case that the concerns are misplaced. The board has emphasized that it is fully aware of its responsibilities on environmental matters and is proposing a by-law amendment that would enshrine consideration of social and environmental challenges. The board has also raised questions about the resolution, for example of whether it is reasonable to hold the company responsible for indirect greenhouse gas emissions resulting from client use of Total’s energy output.

Exxon Mobil Corporation
New York Stock Exchange May 27

For a number of years, Exxon has been one of the more high-profile and controversial meetings of the U.S. proxy season, and 2020 is no exception. For the second year in a row, Exxon will be the subject of a loose vote no-campaign, whereby the Church of England and the New York State Comptroller are encouraging shareholders to “implement a strong voting stance on director elections in line with their own voting policies” on account of the company’s failure to act on issues of climate change, largely as a result of Exxon’s exclusion of a shareholder resolution on climate change. These investors have also encouraged support for shareholder resolutions requesting the adoption of an independent chair and enhanced lobbying disclosure. A number of investors, including a number of those from Climate Action 100+ have followed suit and have also encouraged support for these resolutions. Given that a number of climate-related proposals have received majority shareholder support, both in the U.S. and abroad, it is clear that investors have an appetite for taking strong action on issues related to climate change. However, given that Exxon was able to receive no-action relief on the climate-related proposal in question, it has yet to be determined if this appetite extends to other areas of the proxy.

Euronext Paris May 29

Since his appointment in 2017, Carrefour CEO Alexandre Bompard has faced opposition to his pay at each AGM; the fact that all of his incentives have paid out at maximum since he took the job may not be a coincidence. Given that this is the first year under Mr. Bompard’s tenure that the company has posted a net profit, shareholders may well question whether these payouts are deserved. The explanatory disclosure provided regarding the company’s remuneration program doesn’t set out all of the answers. From what has been disclosed, there may be some structural concerns, such as relying on a narrow set of performance conditions under both short- and long-term incentives, and the absence of deferral and recovery safeguards. That said, the board has been responsive to voting opposition, making incremental changes from year-to-year. At the upcoming AGM shareholders will have to decide if this year’s incremental changes (and that net profit) are enough to overcome their concerns., Inc.

With twelve total shareholder resolutions, Amazon has the most shareholder proposals on its ballot of any U.S. company this proxy season. Some of the proposals are resubmissions from the company’s 2019 meeting, while others follow up on developing controversies.

One proposal is asking Amazon to commission an independent third-party report assessing its process for customer due diligence to determine whether the use of Amazon’s surveillance and computer vision products or cloud-based services contribute to human rights violations. Specifically, the proponent is concerned that the firm’s government contracts for cloud services and surveillance technology lack transparency, while its partnership with Palantir helps enable controversial practices by the Immigration and Customs Enforcement agency. The proponent also notes that Amazon provides numerous police departments with access to Ring doorbell video surveillance data and its Neighbors application lets customers post Ring footage, while Senate investigations have found that Amazon is lacking sufficient oversight and compliance mechanisms to protect consumers’ privacy rights.

Other shareholder proposal topics at Amazon this season include the sale of offensive products on its platform, food waste (primarily targeted at Whole Foods), environmental racism (related to the environmental impacts of its shipping services), and the human rights impacts of its facial recognition technology, a repeat from 2019.

Van Lanschot Kempen NV
Euronext Amsterdam May 28

Dutch financial companies are subject to some relatively unusual rules, such as the new requirement to describe a tangible link between the executive remuneration policy and “social acceptance” by relevant stakeholders. After receiving just 62% support the last time the remuneration policy went to a vote back in 2018, the board of Van LanschotKempen made meeting with stakeholders a priority, and clearly set out the details of its outreach program in the remuneration report ahead of the 2020 AGM. In part, stakeholder discussions were to explain the rationale for the company’s unusual pay structure, which only comprises fixed fees – reflecting another Dutch regulatory requirement. They also provided an opportunity to take on feedback, which has resulted in a few changes to the pay structure, including new share ownership guidelines and a cap on salary increases.

Alphabet Inc.

Ten shareholder proposals are on the ballot at Alphabet’s annual meeting. The proposals, which are focused on issues related to human rights, human capital management, and content governance, represent myriad aspects of the company’s operations as well as areas of potential concern for investors.

Regarding human capital management, Alphabet is being asked to report on its use of mandatory arbitration in the context of recent sexual harassment controversies at the company. In another proposal, Alphabet is asked to report on its whistleblower policies, which follows a string of retaliation allegations and one high-level case of an executive that allegedly was pushed out of the company after dissenting over its recent attempt to create a censored Chinese search engine.

Two human rights-related proposals are up for vote, one requesting the establishment of a human rights risk oversight committee and the other for a board nominee with human and/or civil rights expertise. Both of these proposals are based on a wide range of potential human rights issues at Alphabet, which include the aforementioned sexual harassment and retaliation controversies. Some of the other issues include the company’s search platform’s role in the dissemination of false news and hate speech, enablement of discriminatory advertising policies, user data and privacy concerns, and employee backlash from controversial projects and government contracts.

A novel proposal is requesting that Alphabet provide specific details regarding the content that it censors, removes, or otherwise downgrades in response to government requests. While the firm provides a significant amount of disclosure on this topic, regulatory momentum in a number of Asian countries have spurred a renewed focus on the role that Alphabet could play in enabling state censorship.


COVID-19 Updates

In light of the dynamic nature of the ongoing crisis, we have compiled additional resources to help navigate the proxy season, including: