In recent years, publicly traded retailers in have experienced a significant uptick in interest from investors focused on Environmental, Social and Governance issues. On April 23, 2018, the Department of Labor released Field Assistance Bulletin 2018-01, which applies to certain retirement plan fiduciaries who make investment and proxy voting decisions that derive from ESG concerns, and may impact investor behavior at public retailers.
Continue Reading Department of Labor Issues New Guidance on ESG Investing

Recently, the Securities and Exchange Commission allowed Apple Inc. to exclude a shareholder proposal from its proxy statement that requested that Apple “produce a report assessing the climate benefits and feasibility of adopting store-wide requirements for having all retail locations implement a policy on keeping entrance doors closed when climate control (especially air-conditioning during warm months) is in use.”
Continue Reading Environmental Activist Submits Shareholder Proposal on Climate Control

On September 8, 2017, New York City Comptroller Scott Stringer and the New York City Pension Funds announced the second phase of their Boardroom Accountability Project, which will focus on board diversity and composition. Stringer sent a letter to the nominating and governance committee chairs of 151 portfolio companies held by the New York City Pension Funds, requesting board engagement regarding the director refreshment process and disclosure of a director qualification matrix that identifies directors’ relevant skills and experience and their gender and race/ethnicity. The list of companies included several major retailers and consisted of companies that have adopted proxy access in response to shareholder proposals from the NYC Pension Funds and those where the NYC Pension Funds’ proxy access proposals received majority support in 2017. 
Continue Reading New York City Comptroller Launches Boardroom Accountability Project 2.0

When say-on-pay was introduced under Dodd-Frank, there was a requirement that companies conduct say-on-pay frequency votes every six years for shareholders to decide whether say-on-pay votes should be held every one, two or three years. Companies first held say-on-pay frequency votes in 2011, so for many companies the 2017 proxy season is the first time that shareholders have revisited the matter since then.
Continue Reading Shareholders Show Strong Preference for Annual Say on Pay Votes

As media outlets recently highlighted Equal Pay Day on April 4, 2017, publicly held retailers should be aware that the focus on pay equity is becoming increasingly popular among activist shareholders. This proxy season, more than 20 publicly traded companies are facing shareholder proposals at their annual meetings to vote on whether they should research and report on pay gaps by gender and race.
Continue Reading An Increasing Number of Proxy Challenges Focus on Equal Pay

A recent report by MSCI examined proxy access among the 565 United States incorporated companies and shows a substantial increase in adoption of proxy access by companies, but the report notes that the companies adopting proxy access are mostly ones that already have fairly strong shareholder rights.
Continue Reading Companies with Long-Tenured Directors May Be Next Targets for Proxy Access

Earlier this month, proxy advisory firms Institutional Shareholder Services and Glass Lewis recommended that shareholders vote for retailer Chico’s board of director candidates, instead of the two candidates nominated by activist investor Barington Capital Group LP. This prompted Barington to abandon its proxy fight.
Continue Reading In a Rare Move, Proxy Advisory Firms Side With Chico’s Against Activist Investors

The 2016 proxy season is in full swing, and similarly to 2015, the number of shareholder proposals has increased. Companies should be mindful of the continued focus on proxy access proposals, and those who have not yet adopted proxy access bylaws should consider whether to do so preemptively, given the current climate.
Continue Reading With 2016 Proxy Season Underway, Some Trends from 2015 Continue