Trillium Wraps Up 2010 Proxy Season

The 2009-2010 proxy season was marked by a number of strong votes on shareholder proposals and successful corporate dialogues sponsored by Trillium Asset Management Corporation.
“Across the industry, investor support for environmental, social and governance proposals (ESG) has climbed dramatically in the last several years,” said Shelley Alpern, Director of ESG Research and Shareholder Engagement at Trillium. “Support for our proposals reflected this trend almost across the board, with the median level of support reaching 26 percent. If abstentions are considered as an indicator of investor dissatisfaction, it is clear in several cases that shareholders are even more dissatisfied with the policies we’re trying to change than the votes imply.”

*Trillium sponsors or co-sponsors, on average, two dozen shareholder proposals a year. A “lead” file is one in which we assume primary responsibility for drafting the proposal, recruiting co-filers, and pursuing dialogue with the target company. A complete list of proposals sponsored and co-sponsored can be found at https://archive.trilliuminvest.com/news-articles-category/advocacy-news-articles/2010-shareholder-resolutions-at-a-glance/
**Lead filing responsibilities shared with The Calvert Group.
Because institutional investors who tend to cast their votes conservatively heavily weight voting results, shareholder resolution proponents typically face an uphill battle in amassing support for their proposals. However, even double-digit votes can be enough to gain the attention of management, which can lead to negotiation and withdrawal.

Environment

Trillium’s 2010 shareholder proposals spanned a variety of ESG issues. “We took indirect aim at climate change in continuing to file resolutions on the Canadian tar sands,” Alpern said. “Tar sands oil is the dirtiest out there in terms of air and groundwater pollution and emissions of greenhouse gases, yet companies like ConocoPhillips have made it a linchpin of their growth strategies regardless of the environmental consequences.” Trillium’s proposal at ConocoPhillips, which called on the company to report on the environmental impacts of its tar sands operations, received 27%, as it had in two previous years as well. Trillium also co-filed a similar proposal at ExxonMobil that drew nearly the same level of support.
Google’s non-executive and non-director shareholders shareholders cast 34 percent of votes in factor of Trillium’s proposal calling for the preparation of a sustainability report. “In light of this significant expression of shareholder concern, we are hopeful that the company will decided to adopt the proposal so that a re-filing will be unnecessary in 2011” said Trillium’s Deputy Director of Shareholder Advocacy, Jonas Kron.
Our resolution at Chevron, calling for the placement of an environmental expert on the board of directors, drew close to 27 percent in support.
Trillium negotiated several successful withdrawals or was able to avoid filing a proposal based on companies’ willingness to move forward on environmental issues.

• General Mills agreed to phase-out its use of bisphenol A (BPA) in the can linings for its Muir Glen brand of organic tomatoes. BPA is a widely used chemical found in hard plastics and can linings, but is an endocrine disruptor and can have negative health effects.
• The J. M. Smucker Company pledged to begin substantive and meaningful annual sustainability reporting and to participate in the Carbon Disclosure Project. Trillium engaged directly in dialogue with Smucker Co-CEO Timothy P. Smucker, on these issues.
• We withdrew a resolution at Chipotle when the company agreed to take additional measures to promote reduced pesticide use in its supply chain.
• At Sysco, we were able to shelve a planned proposal when the company responded to our invitation to discussion water risks in their agricultural supply chain.

Social

This year, our long-running equal employment disclosure resolution at The Home Depot, filed with a dozen additional investors, garnered 27% of the vote (an increase from 22% in 2009.)
Lincoln Electric Company agreed to implement our proposal to expand its employee non-discrimination policy to cover sexual orientation and gender identity and expression. A similar proposal at the industrial machinery manufacturer Gardner Denver, garnered a rallying 49.11%.
2010 proved to be a dramatic year for the net neutrality debate as Internet service providers like AT&T and Verizon were forced to address regulatory pressure to keep the Internet and open platform that supports free speech, innovation and democracy. Despite widespread public debate, including public involvement by President Obama, the Securities and Exchange Commission concluded that net neutrality is an “ordinary business” matter and therefore not a subject that shareholders are entitled to raise at a companies annual meeting. This meant that our shareholder proposals were censored from AT&T’s and Verizon’s proxy materials. We are currently pressing the Securities and Exchange Commission to address these apparently arbitrary decisions.

Governance

Plum Creek Timber Company agreed to implement our “say on pay” proposal, which will obligate management to submit its executive pay package for a vote of approval by shareholders at every annual meeting.
In light of the growing concern about financial services companies interfering with financial reform efforts, we filed and subsequently withdrew proposal at State Street Bank asking the company to be more transparent in its political spending and related decision-making processes. We are now in dialogue with the Bank.
We also filed a political contributions resolution at Ford Motor, which earned 12.8% of the vote – or about 20% if the Ford family’s shares are factored out. We are in dialogue with Ford, and the company indicated at its annual meeting in May that a change to its policies is forthcoming.
In the fall, Trillium co-sponsored a shareholder resolution with the labor group Change to Win and Hermes (UK) at Whole Foods Market, calling upon the company to separate the positions of Chairman and CEO. Subsequently, Whole Foods’ controversial CEO, John Mackey, resigned his position as board chair. We engaged with the new board chair to press to make the separation of positions permanent.

Public policy

Since the change in administrations, Trillium has ramped up its public policy advocacy considerably. “The difference in receptiveness between the Bush and Obama administrations to the sustainable investment community is dramatic,” said Jonas Kron. Kron was a leader in the successful push to persuade the Securities and Exchange Commission (SEC) to allow shareholders to resume filing resolutions that ask companies to discuss the risks associated with climate change, toxic chemicals, rising health-care costs and other significant social and environmental issues. Under the Bush Administration, the SEC had developed policies that restricted shareholders’ ability to press corporations on these issues.
As interest continues to grow in the institutional investor community in ESG shareholder advocacy and responsible proxy voting, the rules governing fiduciary duties continue to gain more attention in Washington. Trillium has been leading on this issue at the Department of Labor, which oversees the rules governing many large institutional investors, to ensure that public policy supports responsible shareholder ownership and the integration of ESG factors into investment and management decisions.