Investors have filed 542 shareholder proposals so far for the 2023 proxy season, about even with last year at this point in 2022—when by year’s end a total of 617 had been filed. Additional proposals for spring votes will show up as the season progresses and more will be filed for meetings that occur after June. Thirty proposals are included in the aggregate totals but not described in detail since they have yet to be made public by the proponents. As noted above, the current SEC is friendly to shareholder proposals and far fewer will be blocked by SEC challenges.

Structure of the report: Information is presented in three main areas—Environment, Social and Sustainable Governance. A separate section covers Anti-ESG proposals. We note how many proposals have been filed in each category, which are now pending, how many have been withdrawn for tactical or substantive reasons after negotiated agreements with companies, and the disposition of challenges to the proposals at the SEC under its shareholder proposal rule. Rule 14a-8 of the 1934 Securities and Exchange Act allows companies to omit proposals from their proxy statements if they fall into certain categories such as dealing with mundane, “ordinary business” issues.

Analysis in this report focuses on the resolved clauses and how these compare to previous proposals, as well as previous support for resubmitted resolutions and new developments. We pay close attention to the SEC’s interpretations of the omission rules, considering guidance documents released by the commission’s Division of Corporation Finance.

Voting eligibility: To vote on proposals, investors must own the stock as of the “record date” set by the company, about eight weeks before the meeting.