Skadden's "Preparing for the Shareholder Proposal Season" is particularly noteworthy for the contrast in perspectives and approaches on significant hot topics expressed by institutional investor panelists BlackRock Americas Investment Stewardship Group VP Peter da Silva Vint ("BR") and Office of NYC Comptroller Assistant Comptroller for Corporate Governance and Responsible Investment Michael Garland ("NYC"), excerpted and paraphrased below:
- Proxy Access
- NYC: The New York City Comptroller will continue to focus on proxy access and make it a priority.
- BR: BlackRock is supportive of proxy access.
- Independent Chair
- NYC: A lead independent director is not an adequate substitute for an independent chair.
- BR: BlackRock generally believes the lead independent director model is acceptable.
- Board Diversity
- NYC: Boards proposing to fill board vacancies with non-diverse nominee slates will be held accountable by their investors.
- BR: Noted BlackRock’s policy that boards have at least two women directors to avoid concerns over tokenism.
- Boardroom Accountability Project 2.0/Board Diversity, Independence & Skills
- NYC: NYC Comptroller is likely to submit additional shareholder proposals on these matters.
- BR: These topics are often addressed in the context of BlackRock’s engagement with portfolio companies.
- Climate Change: NYC & BR both expressed that long-term shareholders want to know how companies think about climate change and its impact on their business from a regulatory perspective, regardless of their view of the science behind climate change. NYC Comptroller is focused on both climate change risk and associated risk management disclosure.
- Gender Pay
- NYC: NYC Comptroller has been a proponent of a number of gender pay proposals, and notes that negotiating the withdrawal of these proposals as a result of company engagement has been particularly rewarding.
- BR: Noted BlackRock's continuing focus on many aspects of human capital management.
- Virtual Meetings
- NYC: Any shareholder, no matter how many shares they own, should be allowed to attend an in-person annual meeting in person and be able to engage directly with directors.
- BR: BlackRock agrees with Glass Lewis’s view that shareholders should have the opportunity in a virtual-only annual meeting to exercise the same rights as if they attended an in-person meeting.