What you’ll learn below:
- The new hot topics for oil and gas companies in the 2023 proxy season
- More ESG pressure + anti-ESG sentiment = nuanced ESG questions
- New board member accountability on climate
Intro
It’s that time again—for both the Sports Illustrated swimsuit issue and proxy season. These two spring milestones have more in common than you might think. As shareholders of public companies come together to vote on issues, company leadership is caught in the crossfire of dueling public sentiments. SI and Martha Stewart (who graces the cover of the swimsuit issue this year) have something to teach you about navigating those sentiments.
Proxy season is the time when both shareholders and companies put forward issues for shareholder votes. At Adamantine, we look to the proposals—and, later, voting results—to uncover emerging trends in investor sentiment. Last year, we covered the 2022 proxy season in a two-part series (Part 1, Part 2). Back then, companies saw a record number of climate-related proposals, but those proposals garnered lackluster support in the voting process.
This year, submissions are on track to tie or eclipse last year’s record-breaking tally of 627 ESG-related proposals. Yet this season, anti-ESG and anti–woke capitalism sentiment are confounding the unrelenting directional march toward ESG we saw in years past. In the same way SI navigated the treacherous waters of a post-#metoo era by inviting a famous 81-year old matron onto the cover of its swimsuit issue, you will have to find clever ways to navigate the real-world, material business risks created by the culture wars. Well played, SI and Martha, well played.
Both of these things are true:
- Shareholder proposals on ESG issues hit record numbers during the recent proxy season and are on track to reach or surpass 2022 levels.
- Investors have signaled a narrowing scope on climate and ESG issues.
The situation
Today we look at what we can learn from the submitted 2023 proxy proposals. (We’ll be back in the summer to assess what voting tells us.) Here’s what you need to know:
- A demand for ESG clarity. The 2023 season has seen a record number of climate-related proposals, but with more specificity and nuance than last year. Scope 3 targets, transferred assets and retirement risks, and just transition were top proposals submitted to oil and gas companies.
- Scope 3 targets: Proposals have prioritized setting Paris Agreement-aligned Scope 3 targets to address climate-related risks and long-term investment viability. Proposals at Exxon, Shell, and Total exemplify this stance. A similar proposal at Enbridge, which called into question the company’s existing Scope 3 accounting and disclosure process, received a 25 percent vote.
- Transferred assets and retirement risks: Shareholders are calling into question GHG calculations associated with asset divestments, arguing that reported progress toward GHG emissions reductions must reflect real-world emissions cuts, not the transfer of emissions from one company to another. Similarly, as assets age, shareholders are seeking more clarity around the project costs and legal risk of asset retirements. One proposal on asset retirement obligations, at Marathon, received less than a 25 percent vote, while similar proposals at Chevron and Exxon remain on the table.
- Just transition: Shareholders are seeking reports on the social impacts on workers and communities from facility closure or energy transition at company facilities. Examples include proposals at Exxon and Chevron. A similar proposal at Marathon failed to receive a passing vote.
These topics demonstrate an understanding that the devil is in the ESG details. EY refers to this phenomenon as “ESG 2.0” and notes that amidst conflicting criticism—companies are doing too little or too much on their ESG fronts—investors expect companies to translate ESG factors into an assessment of material risks and opportunities, as they do any other category.
- Getting ahead of the regulatory landscape. While companies and stakeholders await final Securities and Exchange Commission (SEC) rules on climate and cybersecurity disclosures and a proposed rule on disclosure of human capital management, some investors want to see companies disclose more about the risks and opportunities associated with these topics, including Scope 3 reporting and asset retirement obligations (see above).
- Anti-ESG hubbub. We can’t ignore the rise of anti-ESG proposals submitted across industries, but we can stress that they represent less than 10 percent of total proposals submitted. Investors have filed 68 anti-ESG proposals so far in 2023—compared with 45 total in 2022. About one-third of the anti-ESG proposals this year are focused on diversity—asking companies, including Apple, JPMorgan, Coca-Cola, and McDonald’s, to report on the “risks” that their racial justice efforts pose to their business. Two proposals ask companies to avoid public policy positions unless there is a business justification.
- Board member bingo. In November 2021, the SEC adopted amendments to the proxy rules mandating that companies use universal proxy cards in contested elections. In years past, shareholders had to choose between voting for the company’s slate of candidates on the company’s proxy card or a dissenter’s competing slate on that proxy card. Now, universal proxy allows shareholders to mix and match from competing slates. The new rules may be a significant game changer for corporate governance—bringing increased scrutiny to management’s nominees and an easier path to electing dissident nominees.
- Board climate accountability. So far this year, nearly 30 percent of the climate-related proposals submitted to oil and gas companies have demanded votes against a board member or the entire board, most often citing the company’s failure to reach environmental goals in years past. Marathon, which hosted its annual meeting in April, received 97 percent, 97 percent, 98 percent, and 99 percent votes supporting four proposals against its board.
- Anti-social club. This year, a markedly lower share of proposals scrutinized such social issues as environmental justice and racial equity. The most common social proposals submitted to oil and gas companies this season include requests for reports on lobbying in line with climate goals (for example, at Cenovus and Enbridge) and climate-related just transition plans (for example, at Exxon and Marathon).
We will be back with a recap of votes on these proposals this summer.
Seize the day
Proxy season reflects the squeeze that company leaders feel around ESG: You are challenged to chart a path between a growing understanding of the materiality of ESG risks and the social backlash against the worst excesses of “woke capitalism.” Even before we know the results of proxy leaders, discerning oil and gas leaders can and should chart a middle path:
- Stay the course—focus on risk and opportunity. Investors will have confidence in a company strategy that ties ESG, decarbonization, DEI, and other initiatives to material risks and opportunities.
- Get ahead of the regulatory landscape. Investors want to see proactive management of regulatory risk. Anticipate the work ahead as you await the SEC’s final rules on climate and cybersecurity and proposed rules on disclosure of human capital management.
- Watch how shareholders vote. Shareholder voting will provide the final say on the trends we see in this year’s proxy season. In 2022, anti-ESG proposals garnered outsized attention but lacked support when it came down to the wire. Sometimes it takes years for new concepts to gather support, so we will be paying close attention to what’s trending up in addition to what passes.
Thank you to my colleague Savannah Bush for co-authoring this piece. Adamantine can help your company chart a sustainable course through these shifting, contradictory currents. You can reach out to me to learn about how we work with companies on their real sustainability journey. If you would like to recommend Both True to colleagues, they can subscribe here.
To finding the course,
Tisha
