Natasha Lamb explains that shareholder advocates will be less able to address pay equity and other “key issues of concern to Black and other marginalized Americans.”
Boston, MA – September 23, 2020 – In the wake of the U.S. Securities and Exchange Commission action today to curb shareholder advocacy, the following statement was issued by Natasha Lamb, managing partner of the investment management firm Arjuna Capital:
“Now that the U.S. Securities and Exchange Commission (SEC) has moved ahead with plans to stifle the voices of investors under the ruse of ‘modernizing’ the rules governing shareholder proposals, the Commission should know that such a move sends a terrible message to Black Americans and others seeking a voice at the corporate table.
The Commission’s overreaching steps to insulate CEOs from voices outside of their board rooms would kill current shareholder resolutions seeking a human and civil rights expert on the board of Facebook (the subject this summer of an advertising boycott opposed to the online giant’s refusal to police racism and hate speech) and no fewer than four existing resolutions urging leading tech, financial and retail companies to report on racial and gender pay equity.
And I am not using ‘kill’ in a metaphorical or hyperbolic way.
I literally mean the SEC rules deliberately snuff out existing anti-racism/pro-equal pay efforts at Facebook and four other companies. At a point in time when historic racial injustices are finally being addressed in a variety of forums, the SEC is turning back the clock and shuting down a shareholder resolution process that is now open as a means to address real issues of genuine concern to Black Americans.
How is the SEC sending such an incredibly ill-timed and tone-deaf message?
The SEC’s changes eliminate opportunities for shareholders to file and refile proposals for consideration at company annual meetings by increasing thresholds and tying individual investors and their advisors in red tape.
Let’s look at what that would mean in practical terms: It is typical for first-time shareholder resolutions to get relatively low vote percentages early on, and then a consensus of support emerges over time. For example, when Arjuna Capital submitted a shareholder resolution asking for a human or civil rights expert to be added to the Facebook board, it was opposed by the board and management (where Mark Zuckerberg controls over half the voting shares) and the end vote was 3.71 percent. And when that vote took place a couple of months ago, it was before the explosion of social outrage and concern that followed the death of George Floyd at the hands of police in Minneapolis.
Now, that shareholder resolution appears to have been almost eerily prescient and we would expect to see a huge jump in support for it (despite Zuckerberg’s stranglehold on the voting process). But the SEC rule changes would stop that shareholder resolution cold, since it did not achieve the arbitrary support threshold required under the new Commission proposal. There is no rhyme or reason for the SEC’s increased-support requirement … except to kill as many shareholder resolutions as possible.
And this is not an isolated example of how the SEC’s pernicious new rules are a sucker punch to Black Americans and other concerned citizens.
Of the total of 10 racial/gender pay equity shareholder resolutions submitted by Arjuna Capital and various co-sponsors in 2020, no fewer than four, 40 percent, would be ineligible for another vote under the new rules.
In fact, it is estimated that the SEC rules will reduce the number of investor proposals considered at annual meetings by a similar amount — 37 percent. That might be a win for CEOs and Boards eager to silence investors’ dissenting and public views, but it certainly is a loss for the investors who have played a pivotal role to keep companies transparent, proactive, and accountable.
Shareholder proposals not only highlight the concerns of individual investors, they put those concerns in front of all investors to vote on at the companies’ annual meetings. As far as investing goes, it’s democracy at its best — the right of one share, one vote.
It is often up to the investors in companies to bring to light new ideas, emerging threats, and future opportunities on issues as far-ranging as climate change and diversity. Largely homogeneous boards dominated by buttoned-down white men often are ill at ease with the diverse and boisterous views of shareholder advocates, but that is no reason for the latter to be silenced. Instead, these outside voices should be celebrated for the salutary effects they have on companies that may be on the wrong track or too slow to make necessary corrections to their course. Now, concerned shareholders won’t be given the air needed to address key issues of concern to Black and other marginalized Americans.”
Arjuna Capital is a sustainable and impact investment firm that works with high-net-worth individuals, families, and institutions to invest with a lens toward Environmental, Social, and Governance (ESG) risk and opportunity. Lamb and Arjuna Capital have been recognized for using shareholder resolutions to promote gender and racial pay equity in the tech, banking, and retail sectors. Natasha Lamb was named to the “Bloomberg 50” list of influencers who defined global business in 2017. For more information, visit www.Arjuna-Capital.com.
Media contact: Alexander Frank, (703) 276-3264 or [email protected].