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BNY Mellon published its 2024 proxy voting guidelines. Key takeaways compared to the 2023 guidelines are as follows:

Board diversity—The updated guidelines provide that BNY Mellon will consider voting against the Nom/Gov Chair where gender diversity on the board is “insufficient” (page 3) This compares to the 2023 guidelines, which provided for a vote against the Nom/Gov Chair unless there was at least one woman on the board (page 3).

E&S shareholder proposals

• The updated guidelines couch BNY Mellon’s consideration of environmental and social (E&S) proposals in the context of company-specific financial materiality (page 9), a concept that was absent from the 2023 guidelines.
• The updated guidelines further provide that BNY Mellon will consider voting for E&S-related shareholder proposals that it believes can be expected to enhance long-term shareholder value (page 9), as compared to the 2023 guidelines, which indicated that BNY Mellon generally votes for such shareholder proposals when they are reasonably expected (in the abstract) to enhance long-term shareholder value or when management has failed to meaningfully respond to the proposal (page 9).
• Finally, the updated guidelines add “unduly burdensome” to the several factors that will contribute to BNY Mellon’s generally voting against such proposals (page 9).

Generally subject to the foregoing principles, BNY Mellon will review and consider shareholder proposals relating to political spending/lobbying, human capital, and environmental disclosure (including GHG emissions, water usage, waste, and governance) on a case-by-case basis. Additional provisions in the 2023 guidelines relating specifically to shareholder proposals on ESG pay metrics and climate change (page 10) were excluded from the updated guidelines. 

A redline of the 2024 to 2023 guidelines is here.  

                            This post first appeared in the weekly Society Alert!