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Shareholder Season Update: CPA Resolution Support Surge Sends Strong Message to Companies
Support for CPA’s model political disclosure resolution has risen sharply this proxy season, with one majority vote in support and the average of all votes reaching almost 37% at 25 companies that have held annual meetings so far. Eight resolutions were outstanding at press time.
The majority vote of 53.1% came at Macy’s Inc., on a resolution filed by Mercy Investment Services.
Close behind were 10 votes in the 40% range, including Kohl’s Corp. (49.8%), NextEra Energy Inc. (48.7%), Allstate Corp. (46.9%), Chemed (46.2%), American Tower Corp. (46.2%), Western Union Co. (44.3%), Fiserv Inc. (43.8%), Alaska Air Group (43.5%), Centene Corp. (41.6%) and Nucor Corp (40.6%).
Filing the transparency resolutions at those companies were John Chevedden/Jim McRitchie Group, the International Brotherhood of Teamsters, Friends Fiduciary, Office of New York State Comptroller Tom DiNapoli, and the First Affirmative Financial Network.
This season also has seen the withdrawal of resolutions filed at 12 companies after the companies agreed to disclose their political spending.
“The votes for political disclosure and accountability so far are strong and very encouraging,” said CPA’s Freed. “Depending upon the remaining votes, it could be our most successful proxy season ever.” The average vote on political disclosure and accountability resolutions last year was 34%.
WSJ Spotlights CPA's Decisive Impact
When the Wall Street Journal examined a trend of corporations increasingly acquiescing to investors’ ESG proposals, it showcased the success of the Center for Political Accountability and CPA’s take-it-to-the-boardroom approach.
The WSJ news article
looked at “private ordering,” a term used by some academics to describe the approach to private-sector oversight that involves shareholders pushing boards to heighten disclosures on such topics as greenhouse-gas emissions, gender pay disparities and spending to influence state and federal elections.
“The largest U.S. companies are beginning to pay heed to the demands of investors focused on environmental and social issues, a shift for shareholders long relegated to the sidelines,” the article stated in its opening paragraph.
The article documented how CPA’s decade-and-a-half effort has left a decisive mark, and it also zeroed in on the CPA’s shaping its strategy successfully to address a changing political and media environment.
“The Center for Political Accountability’s push for better political-spending disclosure started in 2003. Proposals to improve political-spending transparency made up the biggest single category of shareholder proposals among S&P 500 companies from 2005 to 2018, partly prompted by the Supreme Court’s 2010 Citizens United decision that ended longstanding limits on corporate political spending. Such proposals accounted for 626 of 5,092 in all, according to an analysis by researchers at Harvard and Tel Aviv universities.”
“During the same period, shareholder support for political-spending proposals in annual-meeting votes quadrupled to an average of 29.7% in 2018 from 7.3% in 2005, the researchers found.”
“This year, the center and its investor partners have secured agreements to improve disclosure with 12 S&P 500 companies, including Mondelez, industrial conglomerate General Election Co. and insurer Chubb Ltd. Agreements with 10 companies over the previous two years included one with Alphabet Inc., Google’s parent company.”
“Mr. [Bruce] Freed, the center’s co-founder, credits his group’s success in part to its approach. Instead of pushing the societal benefits of political transparency, he has emphasized the risks that poor disclosure can create for companies in an era when social media can spread controversy in hours.”
The article also quoted Freed about the ultimate goal of investor proposals. “The goal is to reach an agreement where you withdraw the proposal and get policies in place,” he said. “If you can’t reach an agreement, your goal is a strong vote, because a strong vote sends a message to management.”
It Could Happen To You
By Michael Cornfield
Calls to retaliate against corporations for political donations they have made were certainly not what Jimmy Van Heusen and Johnny Burke had in mind when they wrote their 1943 pop standard “It Could Happen To You.” But the phrase has a certain lyrical pertinence to the increased power that social media confer on critics and activists. Consider this tweet from earlier this year:
This message was posted by an anonymous activist with more than 90,000 followers as of late May. It cost next to nothing to research, produce and distribute. Those who responded favorably (more than 11,000 likes and 9,000 comments) knew their disapproval and threat to boycott Tyson Foods was being automatically sent to the company as well as into the public record; the running tabulations constituted a subtle form of peer encouragement. There was also the possibility that the tweet could be embedded in a news story, validation and amplification for the stirring on way to a movement. AT&T, Intel, Land O’Lakes, and Nestlé heard criticisms and calls to action about their contributions to Representative King as well.
While a post like this could come from someone acting alone, it could also be from an organized group seeking to leverage stakeholder relationships to pressure corporations on behalf what they regard as social justice. The possibility exists as well that individuals could coalesce into an organized group under the banner of a hashtag, as #metoo and #blacklivesmatter illustrate.
How should corporations proceed inside this communications particle accelerator we now all live in? The policy disclosure protocols recommended by the Center for Political Accountability offer substantial protections, for they enable strong and swift responses to online critics and protesters: here is our campaign contribution policy, here is what we gave to whom and when, and here is who makes these decisions. A short statement with a link to a landing page could stimulate and house a constructive dialogue with stakeholders and other interested parties.
The CPA best practices can be fortified by social media monitoring. Corporations can learn in real time who is opposed and who is stirring up opposition, how many are responding, and where to post counter-responses. It is particularly important to track whether critics have sufficient funds to escalate a corporate campaign triggered by a controversial political donation through Facebook/Instagram and Google/YouTube ads. Monitoring social media with an eye to issues and phrases in the news will add to your intelligence about incipient political risks to your brand.
If you’re not prepared and alert, it could happen to you.
“Someone drops a sigh
And down you tumble….”
Michael Cornfield is Associate Professor of Political Management at The George Washington University. He directs the PEORIA (Public Echoes of Rhetoric in America) Project, which studies the strategies, tactics, and impacts of online campaign communications.
Corporate Counsel on CPA-Zicklin Index Shaping Company Policies
AT&T, the multinational conglomerate and Fortune 10 company, has stated publicly it is striving to achieve a level of political-spending disclosure that places it in the top ranks of the annual CPA-Zicklin Index.
That news came this month from Corporate Counsel
, a publication of Law.com
, about Exxon and 30 other companies facing shareholder votes on political spending.
The Corporate Counsel article highlighted AT&T’s intentions after mentioning that “a growing number of companies are simply embracing more disclosure,” and it cited data from the annual benchmarking study produced by CPA and the Zicklin Center for Business Ethics Research at the Wharton School of the University of Pennsylvania.
“One company that expects to rise at or near the top of the index rankings this year is Dallas-based AT&T Inc. For the first time last December AT&T disclosed millions of dollars of contributions following shareholder outrage over its public relations nightmare with political consultant Michael Cohen.”
After detailing the blowup, the article went on, “The company quickly decided to become more transparent about its political spending, and consulted the … Center on how to achieve that. AT&T published its first political engagement report under [general counsel David] McAtee last December, and promises to update the report every six months.”
The article quoted McAtee as saying, “In our political spending disclosures, our objective is best-in-class transparency, and we look forward to continued leadership in this area.”
CPA is becoming a go-to advocacy nonprofit for commentary when news media report on companies taking a position on climate-related and other ESG issues.
CPA in the News
The Wall Street Journal contacted CPA this month when preparing an article
about the chief technology officer of Rolls-Royce Holdings LLC spearheading an effort to make the company greener. “Corporations have become more outspoken about their support for environmental initiatives in the past few years, driven in part by younger customers and employees,” the newspaper reported. It continued:
“The risk of losing business and new talent because of a lack of commitment to environmental and social initiatives is something ‘that needs to be addressed at the board level,’ said Bruce Freed, president and co-founder of the Center for Political Accountability. The nonpartisan nonprofit pushes companies to improve political-spending disclosures and helps shareholders sponsor proxy proposals.”
Agenda Webcast: CPA Featured with Altria Assistant General Counsel
“The Board’s Role in Reducing Political Spending Risks,” featuring CPA and the political-spending transparency theme that it champions for public companies, was the topic of an Agenda webinar this month.
describes itself as “a boardroom resource platform, providing the most influential source of intelligence for today's corporate directors.” Agenda says it “gives subscribers an in-depth look into the most relevant issues hitting corporate boardrooms across the country.”
Freed was joined for the discussion by Wesley D. Bizzell, Senior Assistant General Counsel at Altria Client Services LLC.
U.S. Chamber Encounters Rough Waters, WSJ Reports
How is the U.S. Chamber of Commerce faring in the third year of a Republican, pro-business White House?
Not so well, reported the Wall Street Journal
in an article headlined, “Washington’s Biggest Lobbyist, the U.S. Chamber of Commerce, Gets Shut Out; Chilly relations with both the White House and congressional Democrats leave the chief advocacy group for American corporations struggling to adapt.”
2019 CPA-Zicklin Index Data Collection to Commence Next Week
CPA’s Index Researchers are completing orientation and set to begin data collection for the 2019 CPA-Zicklin Index of Corporate Political Disclosure and Accountability on June 3, 2019. 2019 will be the fifth year of the CPA-Zicklin Index covering the S&P 500. Please contact Dan Carroll, Director of Programs, with any questions or concerns about this year’s CPA-Zicklin Index at firstname.lastname@example.org
|CPA is a non-profit, non-partisan organization created in November 2003 to bring transparency and accountability to political spending. To learn more about the Center for Political Accountability visit www.politicalaccountability.net.