JPMorgan Asset Management posted its 2024 Global proxy voting guidelines. Substantive changes from the 2023 guidelines for North America (redlined here) relate to the following, with a new section on climate risk representing the most significant change from 2023:
- Virtual-only meetings (p15)—The 2024 guidelines reflect a much greater tolerance for virtual-only meetings provided they enhance access and protect shareholders’ rights to participate in the meetings.
- Performance Share Units (p17)—For companies that use PSUs, the 2024 guidelines add expectations and voting implications associated with the use of PSUs as a component of executive compensation.
- Use of Non-GAAP Measures (p17)—The 2024 guidelines call for a GAAP/non-GAAP reconciliation in the proxy statement of any metrics used for evaluating corporate performance, such as annual incentive performance or PSUs. JPM will vote against compensation proposals if it believes any adjustments are inconsistent with expected management accountability.
- Climate Risk (p21) —The 2024 guidelines add specific climate disclosure expectations primarily geared toward higher-risk companies; companies that disclose decarbonization and purchased energy as a key part of their strategy to manage climate change risks; and companies that disclose long-term net-zero targets, although all companies are encouraged to make TCFD-aligned disclosure.
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This post first appeared in the weekly Society Alert.