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As the 2023 proxy season continues, investors are calling on Climate Action 100+ focus companies for more robust climate action

Flagged director votes at Chevron and Volkswagen highlight director accountability, urging boards to stop undermining the energy transition with obstructive lobbying; and at Valero to start envisioning how they can succeed in a clean...


Institutional investors are continuing to flag votes during this proxy season at Climate Action 100+ focus companies to bring attention to key shareholder resolutions that encourage more robust climate action. This includes management proposals, where, just this week, Climate Action 100+ flagged votes for directors at four focus companies. Informed by five years of investor engagement supported by Climate Action 100+ including high shareholder votes in recent years, these director votes seek to improve corporate governance on climate issues to mitigate exposure to climate risk. 

Climate Action 100+, of which Ceres is one of five investor network partners, flags key shareholder proposals and other votes for investors to consider when they vote their proxies. This season, the initiative has (to date) flagged 17 shareholder proposals and signatory-declared votes on management proposals at six companies related to company progress against the expectations of Climate Action 100+. In addition to more robust corporate governance on climate, investors are calling for disclosure on key issues including greenhouse gas emissions targets, transition plans including policies to ensure a just transition for workers and communities, and reporting on methane measurements. 

Director accountability 

Mercy Investment Services is urging shareholders to vote against the reelection of three directors at Valero for failure to adequately manage the risks that climate change and the energy transition pose to its core business of refining and selling fossil fuels. After nearly a decade of dialogue, and more than four years of engagement with Valero’s senior management, there has been limited progress on aligning with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).  Forecasts from the International Energy Agency indicate that the global demand for petroleum liquids, including refined products such as Valero’s core transportation fuels, is expected to shrink in the coming decades, and Valero lags its peers in setting out a transition plan that includes lower carbon energy sources. Valero’s annual general meeting is on May 9.   

At Chevron, Wespath Benefits and Investments is urging shareholders to vote against the election of two directors. This is due to the company’s failure to provide a meaningful response to a shareholder resolution approved by a majority of the company’s shareholders concerning climate-related lobbying and a failure to establish sufficient governance to address risks from misalignment between the company’s lobbying practices and its stated support of the Paris Agreement. Chevron’s annual general meeting is on May 31.

“One of the main roles of corporate boards is to ensure that companies take the long view on matters of strategy. For oil and gas companies, while current product demand may be robust, the long-term holds significant risks to that demand as the world decarbonizes,” said Andrew Logan, senior director of oil and gas at Ceres. “Boards that do not take these risks into account are simply not doing their jobs. Boards that ignore significant shareholder votes on climate issues or refuse to engage seriously with the investors who filed them, are placing investors and their own companies at real financial risk.” 

The Church of England Pensions Board is calling for votes against the reelection of members of the supervisory board at Volkswagen AG due to failure to produce requested disclosure on lobbying as well as an update to their targets during fiscal year 2022. The Church of England Pensions Board has been engaging with Volkswagen AG (VW) for over four years on its approach to climate change, urging the company to set stronger emissions reduction targets and to provide public disclosure on its lobbying activities regarding climate change policy. VW’s GHG targets and transparency regarding climate lobbying lags its German peers—including Mercedes Benz and BMW, which both have produced lobbying disclosures and have been independently assessed as having stronger short- and medium-term emissions reduction targets by the Transition Pathway Initiative. Volkswagen’s annual general meeting is on May 10. 

Results of proxy season voting so far:  

A 2021 study by BlackRock shows that 75% of proposals that garnered at least 30% of votes resulted in companies taking action, while proxy advisor Glass Lewis recently recommended that any resolution winning 20% or more of votes should lead to engagement between investors and company boards.    

  • At Engie, 24% of investors voted for a resolution on the modification of the articles of association on the company’s climate strategy, reflecting a growing request for comprehensive climate strategies presented as climate transition plans.  

  • At Lockheed Martin Corporation, 35% of shareholders voted for a resolution filed by As You Sow for the company to set net zero targets and implement climate transition planning. This is especially important as proposed legislation will require federal contractors to set science-based targets. 

  • At Marathon Petroleum, 16% of shareholders voted for a resolution filed by International Brotherhood of Teamsters for a report on a climate-related just transition plan, an important signal as investor expectations reflect inclusion of Just Transition as a key measure of corporate progress towards net zero. 

  • Also at Marathon Petroleum, 22% of shareholders voted for a resolution filed by the New Jersey Division of Investment Fund for a report on asset retirement obligations. As an emerging area of concern for investors regarding stranded asset risk, this is an encouraging outcome for a first-time resolution type. 

  • At PACCAR Inc., 46% of shareholders voted for a resolution filed by Calvert Research & Management asking for the company’s climate lobbying practices to be in line with the Paris Agreement, signaling growing investor support for climate lobbying disclosure. 

Editor’s Note:  

The flagged votes process is designed purely for information-sharing purposes and to highlight upcoming key votes at the initiative’s focus companies. It is at the discretion of each signatory investor to determine how they vote.  Climate Action 100+ does not require or seek collective decision-making or action with respect to acquiring, holding, disposing and/or voting of securities. Signatories are independent fiduciaries responsible for their own investment and voting decisions.   

Read Climate Action 100+’s full disclaimer here.   

About Ceres  

Ceres is a nonprofit organization working with the most influential capital market leaders to solve the world’s greatest sustainability challenges. Through our powerful networks and global collaborations of investors, companies, and nonprofits, we drive action and inspire equitable market-based and policy solutions throughout the economy to build a just and sustainable future. For more information, visit and follow @CeresNews.

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