- NYC Comptroller/Funds Sidestep SEC No-Action Process & File Suit on Climate Proposal - In lieu of waiting for SEC Staff to weigh in on TransDigm Group Incorporated's pending no-action request seeking exclusion of a GHG emissions/Paris Agreement alignment climate change proposal, proposal proponent New York City Comptroller Scott Stringer, on behalf of the NYC Employees’ Retirement System and other NYC pension funds, asked the SEC to step aside (see December 7th letter) and filed suit in the Federal District Court for the Southern District of New York seeking declaratory and injunctive relief to ensure inclusion of the proposal in the company's proxy materials so as to avoid the "irreparable injury" that allegedly would occur if the proposal were omitted. TransDigm ultimately agreed to include the proposal in its proxy in settlement of the suit, and withdrew its no-action request.
Given the unorthodox move, Cooley understandably questions whether this approach represents a one-off, or the "new normal" for the NYC Comptroller/Funds when a company seeks to exclude one of its proposals.
- Cyber & Data Privacy | Incentive Compensation Metrics - Disney shareholders will be voting at the company's March 7th annual meeting on a proposal (Proposal 2) from Jim McRitchie seeking a board report on the feasibility of integrating additional cybersecurity & data privacy performance metrics into the company's executive incentive compensation plans. The board's "Against" recommendation explains why it disagrees with the contemplated approach and how it already considers non-financial performance metrics, including data security and privacy matters, in the company's executive compensation program. A similar proposal submitted by The Park Foundation last year to Verizon shareholders was defeated by a large margin.
- Workforce Diversity |Incentive Compensation Metrics - Google employees and socially responsible investor Zevin Asset Management (lead filer) and co-filers (including Boston Common Asset Management, Trillium Asset Management, and the Friends Fiduciary Corporation) have once again reportedly (see e.g., here, here, and here) teamed up on a proposal seeking - among other things - the Alphabet board's incorporation of workplace diversity metrics into the company's executive incentive compensation program. The employees purportedly worked with workplace activism group Coworker.org and the union-backed coalition Silicon Valley Rising on the proposal.
Bloomberg notes:
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The resolution claims Alphabet “has not responded adequately to key demands” made by workers in a massive walkout in November, such as adding a worker representative to its board and ending forced arbitration for its entire workforce, rather than only for direct employees and only for cases of alleged sexual harassment or assault. It also asks the board’s compensation committee to look into including “sustainability metrics”—such as executive diversity— into its bonus system or stock vesting protocols. Similar policies are in place at Microsoft Corp., Intel Corp., International Business Machines Corp. and other companies.
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A like proposal (Proposal Number 8) submitted by Zevin along with a number of others co-filers last year was defeated.
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Access additional information & resources on our Shareholder Proposals page. This post first appeared in last week's Society Alert!
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