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Mar 16, 2017

Companies seek SEC help on shareholder resolutions, study finds

Environmental and political issues dominate potential proxy tussles 

The number of shareholder resolutions in the US is on the rise in 2017, but companies’ legal teams are fighting back by increasing the number of resolutions they’re asking the SEC to omit, according to new research.

The Proxy Preview, produced by Proxy Impact, the Sustainable Investments Institute (Si2) and As You Sow, reports that there was a 16 percent increase in the number of shareholder resolutions submitted between January and mid-February, compared to the same period last year.

During the first six weeks of 2017, 41 out of 430 resolutions have been omitted after being nixed by the SEC and 61 were withdrawn by their proponents. 

As of mid-February, companies had asked the SEC to omit 114 resolutions – a 61 percent increase on the number of company-led challenges during the same time period last year. The SEC has thrown out four of the omission requests, compared to the 14 it had rejected by this time in 2016.

‘Companies seem to have reawakened their legal departments to fend off resolutions,’ the report’s authors write.  


Environmental issues (26 percent) and political activity (21 percent) account for almost half of the resolutions filed so far this year. The number of specifically climate-related proposals has increased from 18 during the same period in 2013 to 70 in 2017.

Twenty-five of these proposals this year are aimed at fossil fuel producers and utility companies, with shareholders concerned about both the impact of warming the planet and the strategic implications for business models if governments insist on carbon reduction. Companies such as AES, ExxonMobil and Xcel Energy are all being pressed to report on climate change, according to the Proxy Preview. The companies have not yet responded to requests for comment. 

Proxy Impact CEO Michael Passoff says: ‘Despite the divisive political climate, shareholders still expect their companies to focus on sustainable business practices. The Trump administration may not believe in climate change, but it is happening and shareholders want to know how their company is preparing for it.’

Shareholders reportedly remain concerned about corporate lobbying and political election contributions, with 90 resolutions between January and mid-February. Shareholders have since 2010 increasingly focused on lobbying expenditures rather than election spending – with the number of such resolutions increasing tenfold to 50 this year.

‘The big focus on lobbying continues, with investors asking for more disclosure of state corporate influence spending…these are key questions of broad public interest,’ says Heidi Welsh, executive director of Si2.  

This year six companies face resolutions concerning both lobbying and election contributions, The Proxy Preview says. They are Alphabet, AT&T, Emerson Electric, ExxonMobil, FedEx and Goodyear Tire & Rubber. The companies have not yet responded to requests for comment.