Proxy Monitor 2022 Voting Results: Mid-Season Review

Editor’s note: Data on shareholder votes for America's 250 largest public companies during the 2022 proxy season are available on the publicly available (and fully sortable) Proxy Monitor database.

Mid-Season Review

By May 13, the proxy season—when America’s publicly traded companies hold annual meetings—has reached its midpoint. Among the 250 largest such companies, by revenues, 133 have now held annual meetings. At 80 of these 133 companies, shareholders have voted on proposals submitted by shareholders under rules promulgated by the Securities and Exchange Commission.

To date, 215 of the Fortune 250 companies have filed proxy statements in advance of annual meetings. The number of shareholder proposals is up. Indeed, large publicly traded companies that have filed proxy statements so far this year have faced more shareholder proposals, per company, than in any year historically in the Proxy Monitor database, which dates back to 2006. (Companies this year, so far, have averaged 1.6 shareholder proposals per company.) This result is rather remarkable, given that certain past campaigns targeted a large percentage of companies with shareholder proposals seeking, e.g., executive compensation advisory votes, de-staggering directors’ board terms, disclosing corporate political spending, or granting shareholders “proxy access” to nominate candidates for director. 

The reason for this uptick in the number of shareholder proposals is almost certainly the SEC’s announced staff decision in November to jettison longstanding guidance that socially oriented shareholder proposals had to be material to a company’s business to be placed on proxy ballots. Fully 60% of all shareholder proposals on company proxy ballots this year involve environmental or social issues—an all-time high percentage. The 2022 proxy season may be just the beginning of this upward trend, given that the November SEC staff guidance announcement was relatively close to proxy season filing deadlines.

This shareholder voting report lists 42 companies that have publicly reported proxy voting results from late April through May 13—including all those Fortune 250 companies holding votes on shareholder proposals, or at which management-filed executive compensation advisory votes (“say on pay”) fell below 70%, a level deemed significant by the proxy advisory firm Institutional Shareholder Services (ISS). Seven companies faced at least four shareholder proposals: delivery company United Parcel Service (UPS) (six proposals); pharmaceutical companies Abbott Labs (five proposals), AbbVie, Eli Lilly, Gilead Sciences (five), and Pfizer (five); and conglomerate Berkshire Hathaway.

Within this group of companies, four shareholder proposals received majority shareholder support over board opposition:

• A proposal at Gilead Sciences seeking to reduce the threshold percentage of shareholders required to call a special meeting to 10%, introduced by corporate gadfly John Chevedden (57% shareholder support)
• An identical proposal at Conoco Phillips, introduced by Chevedden-allied corporate gadfly Kenneth Steiner (53% support)
• A proposal at AbbVie seeking to require shareholder ratification of any termination payouts exceeding 2.99x of an executive’s total pay, introduced by Steiner (50.1% support)
• A proposal at Waste Management asking the board to conduct a “civil rights audit,” introduced by the International Brotherhood of Teamsters (55% support)

In addition, a shareholder proposal at Dominion Energy, asking the board to commission a report on the risks and impacts of natural gas use, received 80% shareholder support, after the board did not take a position opposing the proposal.

The Waste Management proposal is the sixth shareholder proposal principally related to social or environmental concerns to receive majority shareholder support over board opposition, among ten such shareholder proposals overall. The Waste Management proposal parallels similar proposals to win majority shareholder backing at Apple (“civil rights audit”) and Johnson & Johnson (“racial equity audit”).  Until quite recently, large company shareholder proposals concerning environmental and social topics never received majority shareholder support over board opposition.

None of the 42 companies covered in this voting report failed to receive the votes of less than a majority of shareholders in executive compensation (“say on pay”) advisory votes. Six received less than 70% support, deemed significant by some proxy advisors: ConocoPhillips, CSX, General Electric, Las Vegas Sands, Philip Morris International, Valero Energy. A seventh, Kraft Heinz, received only 71% shareholder support in its say-on-pay vote, notwithstanding that Berkshire Hathaway and 3G Funds hold 42% of the company’s outstanding shares.

To see all vote results from the 2022 proxy season and learn more, visit Proxy Monitor.

Below is a recap of 2022 Annual Meeting voting result information recently filed with the SEC for companies and proposals included within the ProxyMonitor database. Following the item number is a brief title of the proposal. Information within parentheses following the title identifies the proponent; where there is more than one proponent, only the lead proponent is named herein. Additional information is available on the ProxyMonitor.org website, please see below. We encourage you to visit the site to learn more.

Cigna Corporation (CI)

4/27/22 Annual Meeting 
Abstentions are included in voting totals.

Voting Results:
Item 4 – Special Meetings: Reduce Ownership Requirement to 10% (John Chevedden) – 46.98% Voting in Favor
Item 5 – Report on Gender Pay Gap (Proxy Impact) – 32.69% Voting in Favor
Item 6 – Report on Political Spending (Clean Yield Asset Management) – 46.04% Voting in Favor
 

Marathon Petroleum Corporation (MPC)

4/27/22 Annual Meeting
Abstentions are not included for Say on Pay; Abstentions & Broker Non-votes are included for shareholder proposals.

Voting Results:
Item 7 – Special Meetings: Reduce Ownership Requirement to 10% (John Chevedden) – 40.62% Voting in Favor 
Item 8 – Amend Executive Compensation Clawback Policy (United Steel & Service Workers International Union (“USW”) – 45.80% Voting in Favor
Item 9 – Report on "Just Transition" Related to Climate Change Impact on Workers (International Brotherhood of Teamsters) – 15.97% Voting in Favor
 

Textron Inc. (TXT)

4/27/22 Annual Meeting
Abstentions are included in voting totals.

Voting Results:
Item 4 – Special Meetings: Reduce Ownership Requirement to 10% (Kenneth Steiner) – 33.40% Voting in Favor
 

Pfizer Inc. (PFE)

4/28/22 Annual Meeting
Abstentions are not included in voting totals.

Voting Results:
Item 4 – Amend Proxy Access Rules (John Chevedden) – 28.98% Voting in Favor
Item 5 – Report on Political Expenditures Congruency (National Center for Public Policy Research) – 10.41% Voting in Favor
Item 6 – Report on Transfer of Intellectual Property to Potential COVID-19 Vaccine Manufacturers (Oxfam America, Inc.) – 27.37% Voting in Favor
Item 7 – Report on Board Oversight of Risks Related to Anticompetitive Practices (Sisters of St. Francis Charitable Trust) – 30.45% Voting in Favor
Item 8 – Report on Public Health Costs of Protecting Vaccine Technology (The Shareholder Commons) – 8.71% Voting in Favor
 

Valero Energy Corporation (VLO)

4/28/22 Annual Meeting
Abstentions are included in voting totals.

Voting Results:
Item 3 – Say on Pay (Management proposal) – 69.30% Voting in Favor
Item 4 – Report on Greenhouse Gas Emissions Targets (Mercy Investment Services) – 42.40% Voting in Favor
 

Abbott Laboratories (ABT)

4/29/22 Annual Meeting
Abstentions are included in voting totals.

Voting Results:
Item 4 – Special Meetings – Reduce Ownership Req. to 10% (John Chevedden) – 47.15% Voting in Favor
Item 5 – Independent Board Chair (K. Steiner) – 27.75% Voting in Favor  
Item 6 – Adopt Policy for Rule 10b5-1 Plans to Avoid Insider Trading (Comptroller of the City of New York) – 48.76% Voting in Favor
Item 7 – Report on Lobbying (Unitarian Universalist Assoc.) – 34.52% Voting in Favor
Item 8 – Antimicrobial Resistance Report (The Shareholder Commons) – 11.51% Voting in Favor
 

DISH Network Corporation (DISH)

4/29/22 Annual Meeting 
Abstentions are included in voting totals (95% of voting power held by insiders).

Voting Results:
Item 3 – Report on Political Spending (New York State Common Retirement Fund) – 4.20% Voting in Favor
 

Kellogg Company (K)

4/29/22 Annual Meeting 
Abstentions are included in voting totals.

Voting Results:
Item 5 – CEO Compensation to Weigh Workforce Pay and Ownership (Undisclosed proponent) – 7.69% Voting in Favor
 

Berkshire Hathaway Inc. (BRK-B)

4/30/22 Annual Meeting
Abstentions are included in voting totals.

Voting Results:
Item 2 – Separate Chairman and CEO Roles (National Legal & Policy Center) – 10.67% Voting in Favor
Item 3 – Annual Report on Climate Risks & Opportunities (Brunel Pension Partnership Ltd. & co-filers) – 26.47% Voting in Favor
Item 4 – Report on Greenhouse Gas Emissions (Myra Young) – 26.40% Voting in Favor
Item 5 – Report on Workforce Diversity, Equity, & Inclusion (As You Sow) – 25.79% Voting in Favor
 

Eli Lilly and Company (LLY)

5/2/22 Annual Meeting
Abstentions are not included in voting totals.

Voting Results:
Item 7 – Separate Chairman and CEO Roles (Legal & General Investment Management America) – 34.54% Voting in Favor
Item 8 – Report on Lobbying (SEIU Pension Plans Master Trust) – 37.03% Voting in Favor
Item 9 – Disclose Lobbying Activities and Alignment with Public Policy Positions (CommonSpirit Health) – 34.00% Voting in Favor
Item 10 – Report Oversight of Risks Related to Anticompetitive Pricing Strategies (Trinity Health) – 22.78% Voting in Favor
 

American Express Company (AXP)

5/3/22 Annual Meeting
Abstentions are not included in voting totals.

Voting Results:
Item 4 – Separate Chairman & CEO Roles (Kenneth Steiner) – 22.20% Voting in Favor
 

Baxter International Inc. (BAX)

5/3/22 Annual Meeting
Abstentions are included in voting totals.

Voting Results:
Item 6 – Special Meetings: Reduce Ownership Requirement to 10% (John Chevedden) – 34.88% Voting in Favor
Item 7 – Separate Chairman & CEO Roles (Kenneth Steiner) – 22.73% Voting in Favor 
 

Bristol-Myers Squibb Company (BMY)

5/3/22 Annual Meeting
Abstentions are included in voting totals.

Voting Results:
Item 4 – Special Meetings: Reduce Ownership Requirement to 10% (Kenneth Steiner) – 34.33% Voting in Favor
Item 5 – Separate Chairman & CEO Roles (Sisters of St. Francis) – 44.58% Voting in Favor
 

Omnicom Group Inc. (OMC)

5/3/22 Annual Meeting
Abstentions are not included in voting totals.

Voting Results:
Item 4 – Report on Political Spending (John Chevedden) – 29.31% Voting in Favor
 

CSX Corporation (CSX)

5/4/22 Annual Meeting 
Abstentions are not included in voting totals.

Voting Results:
Item 3 – Say on Pay (Management proposal) – 59.81% Voting in Favor
 

General Dynamics Corp. (GD)

5/4/22 Annual Meeting
Abstentions are included in voting totals.

Voting Results:
Item 4 – Separate Chairman & CEO Roles (John Chevedden) – 39.72% Voting in Favor
Item 5 – Human Rights Report (Franciscan Sisters of Allegany) – 24.25% Voting in Favor
 

General Electric Company (GE)

5/4/22 Annual Meeting
Abstentions are not included in voting totals.

Voting Results:
Item 2 – Say on Pay (Management proposal) – 65.50% Voting in Favor
Item 5 – Cessation of all Executive Stock Option & Bonus Programs (Martin Harangozo) – 1.91% Voting in Favor
Item 6 – Shareholder Ratification of Termination Pay (SOC Investment Group) – 36.22% Voting in Favor
Item 7 – Employee Representative Director (A. Brown) – 4.68% Voting in Favor  
 

Gilead Sciences, Inc. (GILD)

5/4/22 Annual Meeting
Abstentions are included in voting totals.

Voting Results:
Item 5 – Separate Chairman & CEO Roles (United Church Funds & co-filers) – 40.34% Voting in Favor
Item 6 – Incl. Non-management Employee as Director (Jing Zhao) – 6.68% Voting in Favor
Item 7 – Special Meetings: Reduce Ownership Requirement to 10% (John Chevedden) – 56.66% Voting in Favor
Item 8 – 3rd Party Review of Lobbying (Maryknoll Sisters of St. Dominic, Inc.& co-filers) – 49.88% Voting in Favor
Item 9 – Board Report on Oversight of Risks Related to Anticompetitive Practices (Mercy Investment Services, Inc. & co-filer) – 39.27% Voting in Favor
 

PepsiCo, Inc. (PEP)

5/4/22 Annual Meeting
Abstentions are not included in voting totals.

Voting Results:
Item 4 – Separate Chairman & CEO Roles (Kenneth Steiner) – 31.12% Voting in Favor
Item 5 – Report on Global Public Policy and Political Influence Outside the U.S. (John Harrington) – 17.63% Voting in Favor
Item 6 – Report on Public Health Costs (John Bishop Montgomery Trust) – 13.74% Voting in Favor
 

Philip Morris International Inc. (PM)

5/4/22 Annual Meeting
Abstentions are not included in voting totals.

Voting Results:
Item 2 – Say on Pay (Management proposal) – 70.00% Voting in Favor
Item 5 – Initiate Production Phase Out of Health-hazardous & Addictive Products by 2025 (Trinity Health & co-filers ) – 1.46% Voting in Favor)
 

Alcoa Corporation (AA)

5/5/22 Annual Meeting
Abstentions are included in voting totals.

Voting Results:
Item 4 – Special Meetings: Reduce Ownership Requirement to 10% (Kenneth Steiner) – 38.20% Voting in Favor
 

Archer-Daniels-Midland Company (ADM)

5/5/22 Annual Meeting 
Abstentions are included in voting totals.

Voting Results:
Item 4 – Special Meetings: Remove One-Year Holding Requirement (John Chevedden) – 5.12% Voting in Favor
Item 5 – Report on Pesticide Use in Supply Chains (As You Sow) – 31.74% Voting in Favor
 

Duke Energy Corporation (DUK)

5/5/22 Annual Meeting 
Abstentions are included in voting totals.

Voting Results:
Item 4 – Special Meetings: Reduce Ownership Requirement to 10% (John Chevedden) – 36.19% Voting in Favor
 

Ecolab Inc. (ECL)

5/5/22 Annual Meeting
Abstentions are not included

Voting Results:
Item 4 – Special Meetings: Reduce Ownership Requirement to 10% (John Chevedden) – 10.09% Voting in Favor
 

The Kraft Heinz Company (KHC)

5/5/22 Annual Meeting 
Abstentions are not included in voting totals.

Voting Results:
Item 2 – Say on Pay (Management proposal) – 71.21% Voting in Favor
Item 5 – Report on Climate Change Water Risk (Mercy Investment Services) – 6.55% Voting in Favor 
 

United Parcel Service, Inc. (UPS)

5/5/22 Annual Meeting
Abstentions are included in voting totals.

Voting Results:
Item 4 – Report on Lobbying (Boston Trust Walden Co.) – 29.21% Voting in Favor
Item 5 – Report on Lobbying Alignment with Paris Climate Agreement (Mercy Investment Services) – 32.66% Voting in Favor
Item 6 – Give Each Share an Equal Vote (John Chevedden) – 32.49% Voting in Favor
Item 7 – Adopt Verified Science-Based Greenhouse Gas Emissions Reduction Targets (Green Century Capital Mgmt. & co-filers) – 27.52% Voting in Favor
Item 8 – Report on Balancing Climate Measures and Financial Returns (Myra K. Young) – 9.73% Voting in Favor
Item 9 – Annual Report on Diversity and Inclusion (As You Sow) – 36.21% Voting in Favor
 

AbbVie Inc. (ABBV)

5/6/22 Annual Meeting 
Abstentions are included in voting totals.

Voting Results:
Item 5 – Separate Chairman & CEO Roles (The Employees' Retirement System of Rhode Island & co-filers) – 30.18% Voting in Favor
Item 6 – Shareholder Ratification of Termination Pay Exceeding 2.99x Total Pay (Kenneth Steiner) – 50.10% Voting in Favor
Item 7 – Board Oversight of Risks Related to Anticompetitive Practices (Friends Fiduciary Corp. & co-filers) – 32.82% Voting in Favor
Item 8 – Report on Political Spending (As You Sow) – 39.32% Voting in Favor
 

Colgate-Palmolive Company (CL)

5/6/22 Annual Meeting
Abstentions are included in voting totals.

Voting Results:
Item 4 – Shareholder Ratification of Termination Pay Exceeding 2.99x Total Pay (Kenneth Steiner) – 43.28% Voting in Favor
Item 5 – Request for Charitable Donation Disclosure (National Legal & Policy Center) – 4.69% Voting in Favor 
 

Illinois Tool Works Inc. (ITW)

5/6/22 Annual Meeting 
Abstentions are included in voting totals.

Voting Results:
Item 4 – Special Meetings: Reduce Ownership Requirement to 10% (John Chevedden) – 33.91% Voting in Favor 
 

Marriott International, Inc. (MAR)

5/6/22 Annual Meeting 
Abstentions are included in voting totals.

Voting Results:
Item 5 – Report on Costs of Low Wages and Inequality (M. Young) – 9.62% Voting in Favor
Item 6 – Separate Chairman & CEO Roles (Humane Society of U.S.) – proposal withdrawn, no vote
 

Occidental Petroleum Corporation (OXY)

5/6/22 Annual Meeting
Abstentions are included in voting totals.

Voting Results:
Item 4 – Set Greenhouse Gas Reduction Targets (Follow This) – 16.51% Voting in Favor
 

International Paper Company (IP)

5/9/22 Annual Meeting
Abstentions and Broker Non-Votes are included.

Voting Results:
Item 4 – Separate Chairman & CEO Roles (Undisclosed proponent) – 32.63% Voting in Favor
Item 5 – Report on Environmental Expenditures (Undisclosed proponent) – 1.46% Voting in Favor
 

3M Company (MMM)

5/10/22 Annual Meeting
Abstentions are included in voting totals.

Voting Results:
Item 4 – Report on Environmental Costs (& Prioritization of Risks) (John Bishop Montgomery Trust) – 13.16% Voting in Favor 
Item 5 – Communist China Audit (Steven Milloy) – 3.24% Voting in Favor
 

ConocoPhillips (COP)

5/10/22 Annual Meeting
Abstentions are included in voting totals.

Voting Results:
Item 3 – Say on Pay (Management proposal) – 60.36% Voting in Favor
Item 6 – Special Meetings: Reduce Ownership Requirement to 10% (Kenneth Steiner) – 52.81% Voting in Favor 
Item 7 – Set Emission Reduction Targets to Reduce Greenhouse Gases (Follow This) – 39.44% Voting in Favor
Item 8 – Report on Lobbying (National Legal & Policy Center) – 19.61% Voting in Favor
 

Cummins Inc. (CMI)

5/10/22 Annual Meeting
Abstentions are not included in voting totals.

Voting Results:
Item 4 – Separate Chairman & CEO Roles (Undisclosed proponent) – 37.05% Voting in Favor
 

Danaher Corporation (DHR)

5/10/22 Annual Meeting
Abstentions are included in voting totals.

Voting Results:
Item 4 – Special Meetings: Reduce Ownership Requirement to 10% (Undisclosed proponent) – 43.13% Voting in Favor
 

Prudential Financial, Inc. (PRU)

5/10/22 Annual Meeting
Abstentions are not included in voting totals.

Voting Results:
Item 4 – Shareholder Right to Act by Written Consent (John Chevedden) – 12.00% Voting in Favor
 

Waste Management, Inc. (WM)

5/10/22 Annual Meeting
Abstentions are included in voting totals.

Voting Results:
Item 4 – Civil Rights Audit (International Brotherhood of Teamsters) – 54.46% Voting in Favor
 

American International Group, Inc. (AIG)

5/11/22 Annual Meeting
Abstentions are not included in voting totals.

Voting Results:
Item 4 – Special Meetings: Reduce Ownership Requirement to 10% (Kenneth Steiner) – 38.49% Voting in Favor
 

Dominion Energy, Inc. (D)

5/11/22 Annual Meeting
Abstentions are not included in voting totals.

Voting Results:
Item 5 – Special Meetings: Reduce Ownership Requirement to 10% (Undisclosed proponent) – 33.15% Voting in Favor
Item 6 – Adopt Greenhouse Gas Reduction Targets (Undisclosed proponent) – 15.76% Voting in Favor
Item 7 – Report on Risk and Impacts of Natural Gas Use (Undisclosed proponent) – 80.13% Voting in Favor (The Board made no voting recommendation, either For or Against)
 

Phillips 66 (PSX)

5/11/22 Annual Meeting
Abstentions are included in voting totals.

Voting Results:
Item 5 – Greenhouse Gas Emissions Reduction Targets (Follow This) – 35.63% Voting in Favor
Item 6 – Report on Shift to Recycled Polymer for Single-Use Plastics (As You Sow) – 49.84% Voting in Favor
 

Las Vegas Sands Corp. (LVS)

(57% of the o/s held by insiders)
5/12/22 Annual Meeting
Abstentions are not included in voting totals.

Voting Results:
Item 3 – Say on Pay (Management proposal) – 65.74% Voting in Favor