By Mary Minette
Mercy Investments Consultant

Image attribution: kris krüg, Deepwater Horizon Oil Spill - Gulf of Mexico, CC BY-SA 2.0

August 19, 2024, Adrian, Michigan – In the 2023-2024 proxy season, the Portfolio Advisory Board (PAB) filed 19 shareholder proposals. Eight were withdrawn for agreement; eight went to a vote; two were omitted from the proxy statement; and one (Smith & Wesson) will be voted on in September. 

According to the Interfaith Center on Corporate Responsibility (ICCR), overall shareholder filings decreased from 460 in 2023 to 400 in 2024. Climate change continues to be the top issue area for filing, but human rights and workers’ rights were the second highest issue area filed this year. 

The top industries receiving shareholder proposals in 2025 were banks and oil and gas companies. Amazon, Meta, Alphabet, ExxonMobil, and Chevron continued to receive the most shareholder filings. In 2024, the PAB filed at all of the above companies except for Chevron.

The Securities and Exchange Commission (SEC) allowed companies to omit 52% more proposals from their proxy statements in 2024 than in 2023. Two proposals filed by the PAB were omitted from proxies. Both proposals requested more detail from large U.S. banks regarding their climate transition plans.

The PAB filed shareholder proposals with five pharmaceutical companies concerning their patenting practices and how they impact patient access to affordable medicines. One proposal went to a vote, and four were withdrawn for agreement. Notably, Pfizer agreed to make significant improvements in its Human Rights Policy as well as committing to establish a human rights due diligence process around its pricing and access initiatives in the next 12 months. Gilead agreed to provide additional disclosure, including listing all the in-force patents it currently has on its top five selling drugs.
  
The PAB co-filed a resolution asking Exxon to issue a report evaluating the economic, human, and environmental impacts of a worst-case oil spill from its expanding operations offshore of Guyana. During a call with investors, Exxon shared additional information on how it is enhancing process safety and managing spills. The company also shared that it has assessed the costs of responding to a Guyana spill with an independent third party, assuring the company that $2 billion would cover the cost of the spill. Based on the information shared by the company, investors decided to withdraw the proposal. 

However, in January, ExxonMobil took the extreme step of suing two small shareholders to keep a climate change proposal off their proxy ballot, rather than going through the SEC “no action” process to ask for approval to omit the proposal. The company elected to continue the suit even after the shareholders agreed to withdraw the proposal and took an aggressive stance against other shareholders with proposals on its proxy ballot, questioning whether they were “real” investors or merely activists with an “extreme agenda.” 

In response, several ExxonMobil shareholders filed exempt solicitations urging their fellow shareholders to vote against members of the board, including CEO Darren Woods and lead independent director Joseph Hooley.  

Despite these actions indicating shareholder disapproval of company leadership, ExxonMobil continued with its aggressive stance and its lawsuit. The lawsuit was finally dismissed by a court in Texas after the shareholder proponent agreed in writing not to refile their climate proposal with the company in the future. 
 

By Mary Minette
Mercy Investments Consultant

December 8, 2023, New York, New York – The Interfaith Center on Corporate Responsibility’s (ICCR) annual Fall Conference took place October 3-5, 2023, in New York City and featured a variety of speakers and events that related to the work of the Adrian Dominican Sisters Portfolio Advisory Board (PAB). 

The event also provided an opportunity to celebrate the contributions and retirements of Sister Judy Byron, OP, Director of the Northwest Coalition for Responsible Investment, and Pat Zerega, Senior Director of Shareholder Advocacy for Mercy Investment Services. Both have provided many years of staff support to the PAB. 

Defending shareholder rights was a central topic of this fall’s ICCR gathering because of the growing number of bills introduced at the state and federal levels, aiming to prohibit investor consideration of Environmental, Social, and Governance (ESG) factors. (For an explanation of ESG investment and anti-ESG bills, read this recent article.) With 2023 ESG shareholder proposals seeing decreased support, investors discussed potential actions, namely offering public support for the SEC’s forthcoming disclosure rules and engaging large asset managers on their voting practices. 

Another session focused on providing investors with tools to engage asset managers on proxy voting. Following the recent rise of anti-ESG sentiment, asset managers significantly decreased their support for shareholder resolutions in their 2023 proxy voting. Asset managers oversee the holdings of investors, their clients, assuring that their decisions on behalf of the investors are made in good faith, aligned with the client’s responsible screening criteria.

ICCR members are urged to engage their asset managers on disclosure of voting policies, with progressive escalation steps for unresponsive managers, including switching assets to a competitor if the asset manager refuses to act.

In another emerging issue, a panel of presenters discussed the growth of Artificial Intelligence (AI), mindful of its impacts on society and democracy. The keynote speaker, Nathalie Maréchal from the Center for Democracy and Technology, explained that the most important decision is when not to use AI in modern work, citing the rise of disinformation, fraud, and misuse of data.

ICCR members continue to advance worker justice issues, and the conference included a session on advocating for companies to provide a living wage. The session’s panel members included an associate at a large retail chain who provided insight into the challenges facing workers, such as low wages, minimal benefits, and employer retaliation for employee criticism. 

A researcher on the panel illustrated the negative impact that underpaying workers can have on long-term shareholder value, as studies show that a living wage supports employee retention and productivity. 

The Racial Justice Investing Coalition moderated a session on racial justice-focused investing and its impact on fostering a stronger democracy. The session provided investors with a chance to learn about best practices from investors already working on this issue.

Another panel offered a presentation on pressing for corporate action on environmental justice and emphasized centering racial equity in climate work, engaging local communities in joint decision-making, and holding parent companies accountable for pollution from owned facilities.

In another session on company accountability, speakers addressed human rights due diligence (HRDD) and responsible contracting. Speakers explained the importance of supply chain contracts, highlighting that shifting risk onto a supplier is not the same as risk management. The panel members recommended that investors advocate for responsible contracts that feature shared commitments and prioritize human rights. 

The ICCR conference provides a valuable opportunity to strategize with fellow faith-based investors for the current shareholder advocacy season.
 

Caption for feature photo at top: Attending the ICCR conference are, from left, Sister Susan Mika, OSB, Sister Ann Scholz, SSND, Sister Judy Byron, OP, Timnit Ghermay and Sister Marilín Llanes, OP.

October 5, 2021, New York, New York – Fifteen members of the Interfaith Center on Corporate Responsibility (ICCR) drew support from 43.9% of the shareholders of Smith & Wesson for a proposal that the gun manufacturer adopt a comprehensive human rights policy in light of rising gun violence in the United States.

The Adrian Dominican Sisters, represented by Sister Judy Byron, OP, were the primary filers of the proposal. Fourteen faith-based organizations from ICCR co-filed.

In a press release, ICCR noted that this amount of support from shareholders – compared to 39% support for a similar proposal in 2019 – “demonstrates shareholders’ mounting concern with the company’s lack of attention to the growing risks of gun violence.” The proposal calls on Smith & Wesson to include in the policy “a description of the processes the company will use to identify, assess, prevent, and mitigate adverse human rights impacts.”  

“Undisputedly, something must be done about the misuse of guns in our country,” Sister Judy said in her September 27, 2021, Shareholder Statement. “As a leading firearms manufacturer we genuinely believe Smith & Wesson has the knowledge and the expertise to engineer the solutions we need to reduce gun violence and save lives.” 

A consultant to the Adrian Dominican Sisters’ Portfolio Advisory Board, Sister Judy went on to note that the intention of the proposal is not to put Smith & Wesson out of business or to abolish the Second Amendment. “We seek to make the business, the products, and the consumers who buy them, safer,” she said. “We seek – as everyone here must surely do – to save lives.” 

March 5, 2018, Adrian, Michigan – The Adrian Dominican Sisters’ Portfolio Advisory Board (PAB) continues its 43-year-old mission of socially responsible investing with a new structure and staff. The changes were outlined in a recent presentation to Adrian Dominican Sisters living on the Motherhouse campus.

Much of the presentation focused on the new structure of the PAB, which was put into place after the December 2016 retirement of Lura Mack, long-time Executive Director of the PAB. Most recently, Dee Joyner, Chair of the PAB at the time, was asked to serve as director of the Congregation’s new Office of Resilient Communities. This office was established to help the Congregation live out its 2016 General Chapter Enactment to “facilitate and participate in creating resilient communities with people who are relegated to the margins.” Dee, an Adrian Dominican Associate, had served as Vice President of Commerce Bank and Economic Developer of St. Louis County, Missouri. While she is no longer the Chair, her new position involves overseeing the PAB.

The PAB is now headed by Co-chairs Rosemary Martin, former Chair of the Community Investment Committee, and Kathy Woods, former Chair of the Corporate Responsibility Committee. The two committees – now working as one streamlined Board – represent the dual functions of the PAB. 

In introducing the two new Co-chairs, Dee noted the “wealth of experience” they bring to their new role on the PAB. Kathy, a former Adrian Dominican Sister, was one of the founding members of the PAB, with extensive experience in not-for-profit organizations, particularly hospital work and counseling. Rosemary, an Adrian Dominican Associate from North Carolina, also has been involved in the non-profit world. She founded and directed an international adopting agency, placing more than 2,000 children from other countries into loving homes in the United States. She now works for an accreditation company for service organizations.

In both corporate responsibility and community investments, the PAB collaborates with other communities of women religious. Pat Zerega, senior director of shareholder advocacies for Mercy Investments, works with the PAB in the area of corporate responsibility. The PAB also collaborates with other members of the Interfaith Center on Corporate Responsibility in working with corporations to help them to be more socially responsible in their actions and policies. 

Since the retirement of Lura Mack, who did much of the work with community investments, the PAB sought the help of an organization that could help in that area. Members of the PAB unanimously chose the Religious Communities Investment Fund (RCIF), founded and directed by Adrian Dominican Sister Corinne Florek, OP.

Kris Cooper, Office Manager, has served the PAB on the staff since 2013. Other members of the PAB are Sister Patricia Leonard, OP, Associate Director of St. Ann Place, a homeless hygiene center in West Palm Beach, Florida; Sister Marilín Llanes, OP, school psychologist in Joliet, Illinois; Lloyd Van Bylevelt, an Adrian Dominican Associate who serves at the Peace Education Foundation in Miami; Marcy Brown, Vice President in Commercial Treasury Management at First Federal Bank in Adrian; and Margaret Weber, who works for the Basilian Fathers in Toronto in the area of socially responsible investment. Sister Elise García, OP, is the General Council liaison to the PAB. Pat Zerega and Adrian Dominican Sisters Judy Byron, OP, and Corinne Florek, OP, serve as consultants.