PROXY VOTING FOR A 1.5 DEGREE WORLD

2023 PROXY VOTING GUIDE NOW AVAILABLE

As the United Nations Intergovernmental Panel on Climate Change’s (“IPCC’s”) “Climate Change 2022” report documents, climate change is already causing “dangerous and widespread disruption,” and the risks to humans and nature accelerate with every fraction of a degree of warming. Long-term investors bear systemic, escalating, and unhedgeable risks from accelerating climate change; as the U.S. Commodity Futures Trading Commission stated in 2020, “[a] world racked by frequent and devastating shocks from climate change cannot sustain the fundamental conditions supporting our financial system.”

The International Energy Agency (IEA) in 2021 laid out a cost-effective and economically productive pathway for the energy sector to achieve net-zero carbon dioxide emissions by 2050, “resulting in a clean, dynamic and resilient energy economy dominated by renewables like solar and wind instead of fossil fuels.” Long-term shareholders are best served by corporate boards that ensure that their firms’ strategies are aligned with this scenario, which calls for no new investment in fossil fuel supply, low reliance on negative emissions technologies, and net zero electric power generation by 2035 for OECD countries. 

To mitigate these risks, and consistent with their fiduciary duties, responsible shareholders are using their proxy voting power to hold boards accountable to ensure that their targets, capital expenditures, policy influence activities, and disclosures are consistent with 1.5°C-aligned pathways. To support investors in making such determinations, Majority Action evaluates companies in the climate-critical energy and financial sectors, measuring climate performance against industry-specific baseline criteria informed by analysis from Science-Based Targets Initiative, IPCC modeling, and the IEA Net-Zero Scenario, and using data from the Climate Action 100+ Net Zero Benchmark, Transition Pathways Initiative, Carbon Tracker, CDP, and Influence Map, among other sources. 

Majority Action is recommending investors vote against directors responsible for climate oversight, including board leadership, for failure to set adequate net zero targets reducing greenhouse gas emissions, fully realign investment plans to limit warming to 1.5°C, and/or ensure alignment of policy influence activities with 1.5°C pathways at the following companies:

    • American Electric Power Company, Inc.
      Exempt Solicitation filed April 3, 2023

      It is recommend that shareholders vote AGAINST Executive Chair Nicholas K. Akins (Item 1.01), Lead Director Sara Martinez Tucker (Item 1.12), and the following members of the Corporate Governance Committee: Sandra Beach Lin (Item 1.07), Ben Fowke (Item 1.03), Art A. Garcia (Item 1.04) at the company’s AGM on April 25, 2023.

    • Berkshire Hathaway Inc.
      Exempt Solicitation filed April 14, 2023

      It is recommend that shareholders vote AGAINST all directors facing re-election at the company’s annual meeting on May 6, 2023.

    • Dominion Energy, Inc.
      Exempt Solicitation filed May 5, 2023

      It is recommended that shareholders vote AGAINST Chair, President, and CEO Robert M. Blue (Item 1B), Independent Lead Director Robert H. Spilman, Jr. (Item 1J), and Sustainability and Corporate Responsibility Committee Chair Helen E. Dragas (Item 1C) at the company’s AGM on May 10, 2023.

    • FirstEnergy Corp.
      Exempt Solicitation filed May 3, 2023

      It is recommended that shareholders vote AGAINST Chair, Interim President, and CEO John W. Somerhalder, II (Item 1.8), Lead Independent Director Lisa Winston Hicks (Item 1.3), and Corporate Governance, Corporate Responsibility, and Political Oversight Committee Chair Paul Kaleta (Item 1.4) at the company’s AGM on May 24, 2023.

    • NRG Energy, Inc.
      Exempt Solicitation filed April 7, 2023

      It is recommend that shareholders vote AGAINST Chair of the Board Lawrence S. Coben (Item 1d) and Chair of the Governance and Nominating Committee Heather Cox (Item 1e) at the company’s AGM on April 27, 2023.

    • The Southern Company
      Exempt Solicitation filed May 8, 2023

      It is recommended that shareholders vote AGAINST Thomas A. Fanning, Executive Chairman (Item 1d), David J. Grain, Lead Independent Director (Item 1e), and Dale E. Klein, Operations, Environmental and Safety Committee Chair (Item 1i) on May 24, 2023.

    • WEC Energy Group, Inc.
      Exempt Solicitation filed April 21, 2023

      It is recommended that shareholders vote AGAINST Executive Chair Gale Klappa (Item 1.07), Independent Lead Director William M. Farrow III (Item 1.04), and Audit and Oversight Committee Chair Danny L. Cunningham (Item 1.03) at the company’s AGM on May 4, 2023.

    • Chevron Corporation
      Exempt Solicitation filed May 8, 2023

      It is recommended that shareholders vote AGAINST the entire board at the company’s AGM on May 31, 2023.

    • ConocoPhillips
      Exempt Solicitation filed May 2, 2023

      It is recommended that shareholders vote AGAINST the entire board at the company’s AGM on May 16, 2023.

    • Devon Energy Corporation
      Exempt Solicitation filed April 28, 2023

      It is recommended that shareholders vote AGAINST Chair of the Board Barbara M. Baumann (Item 1.1) and Lead Director and Chair of the Governance, Environmental, and Public Policy Committee Kelt Kindick (Item 1.5) at the company’s AGM on June 7, 2023.

    • Exxon Mobil Corporation
      Exempt Solicitation filed on May 10, 2023.

      It is recommended that shareholders vote AGAINST Darren W. Woods, CEO and Chairman (Item 1.12), Joseph L. Hooley, Lead Independent Director (Item 1.07), and Susan K. Avery, Chair of the Environment, Safety and Public Policy Committee (Item 1.02) at the company’s AGM on May 31, 2023.

    • Kinder Morgan, Inc.
      Exempt Solicitation filed May 1, 2023

      It is recommended that shareholders vote AGAINST the entire board at the company’s AGM on May 10, 2023.

    • Marathon Petroleum Corporation
      Exempt Solicitation filed April 11, 2023

      It is recommend that shareholders vote AGAINST all directors facing re-election at the company’s annual meeting on April 26, 2023.

    • Occidental Petroleum Corporation
      Exempt Solicitation filed April 19, 2023

      It is recommended that shareholders vote AGAINST Chairman of the Board Jack B. Moore (Item 1.06) and Chair of the Sustainability and Shareholder Engagement Committee Andrew Gould (Item 1.02) at the company’s AGM on May 5, 2023.

    • Phillips 66
      Exempt Solicitation filed April 26, 2023

      It is recommended that shareholders vote AGAINST all directors standing for election at the company’s AGM on May 10, 2023.

    • Valero Energy Corporation
      Exempt Solicitation filed April 11, 2023

      It is recommend that shareholders vote AGAINST all directors facing re-election at the company’s annual meeting on April 26, 2023

    • JPMorgan Chase & Co.
      Exempt Solicitation filed May 12, 2023

      It is recommend that shareholders vote AGAINST Linda B. Bammann, Chair of the Risk Committee (Item 1.01) and James S. Crown, Chair of the Public Responsibility Committee (Item 1.04) at the company’s AGM on May 16, 2023.

    • Berkshire Hathaway Inc.
      Exempt Solicitation filed April 14, 2023

      It is recommended that shareholders vote AGAINST the entire board at the company’s AGM on May 6, 2023.

Majority Action will review updates of the data sources on which it relied, new information provided by shareholders and other stakeholders, and new announcements at these companies prior to their annual meetings in 2023. These recommendations are subject to change. Check proxyvoting.majorityaction.us for updates. 

Please contact us at investors@majorityact.org with questions, comments, or if you would like to set up a meeting with our team.