Significant & Escalation Votes and Rationales
- 2023
- 2022
- 2021
- 2020
| Company Name | Ticker | Proposal Text | Vote Instruction | Rationale |
|---|---|---|---|---|
| REV Group, Inc. | REVG | Elect Director Dino Cusumano | Withhold | The nominee is an incumbent and the company is maintaining a classified board and supermajority vote provisions (multiyear concern). The nominee is an incumbent and there is not at least one female director (multiyear concern). |
| Heritage-Crystal Clean, Inc. | HCCI | Elect Director Bruce Bruckmann | Withhold | (Multiyear concern, escalation vote) Multiple governance concerns that persist result in negative votes toward all incumbent nominees. Charles Schalliol failed to receive majority support from shareholders last year, mostly due to this exact reason.
|
| Wingstop Inc. | WING | Elect Director Lynn Crump-Caine | Withhold | The nominee is an incumbent and the company is maintaining a classified board and supermajority vote provisions (multiyear concern). The nominee is an incumbent and there is not at least one female director (multiyear concern). |
| Etsy, Inc. | ETSY | Elect Director Fred Wilson | Withhold | (Multiyear concern, escalation vote) All incumbents, excluding the CEO, are withheld to address the continued classified board structure and supermajority vote requirements in absence of any sunset provisions. |
| Shift4 Payments, Inc. | FOUR | Elect Director Donald Isaacman | Withhold | The nominee is an incumbent and the company is maintaining a multi-class capital structure with unequal voting rights (multiyear concern). The nominee is an incumbent and there are material concerns regarding risk oversight, as the CEO’s share-pledging activities represent a significant portion of shares outstanding (multiyear concern). |
| Hyatt Hotels Corporation | H | Elect Director Cary D. McMillan | Withhold | (Multiyear concern, escalation vote) Gov committee incumbents withheld to address the multi-class share structure with unequal voting rights. The board is also classified with a supermajority vote requirement to amend the charter and bylaws. |
| Moelis & Company | MC | Elect Director John A. Allison, IV | Against | (Multiyear concern, escalation vote) Nominee is chair of the nominating/governance committee and the company has a multi-class capital structure with unequal voting rights in absence of a sunset provision. |
| Arista Networks, Inc. | ANET | Elect Director Lewis Chew | Withhold | (Multiyear concern, escalation vote) Incumbent directors withheld to address multiyear concern around the coexistence of classified board and supermajority vote requirement. |
| XPO, Inc. | XPO | Elect Director Brad Jacobs | Against | (Multiyear, escalation vote) Board chair is held accountable to address the multiyear executive compensation concerns. |
| ADT Inc. | ADT | Elect Director Marc E. Becker | Withhold | The nominee is an incumbent and the company is maintaining a classified board and supermajority vote provisions (multiyear concern). The nominee is an incumbent and there is not at least one female director (multiyear concern). |
| Zebra Technologies Corporation | ZBRA | Elect Director Janice M. Roberts | Against | (Multiyear concern, escalation vote) Tenured nominees are withheld to address multiyear concern on classified board and supermajority vote requirement. |
| Skillz Inc. | SKLZ | Elect Director Kent Wakeford | Against | The nominee is an incumbent member for the audit committee and there is ineffective internal control over financial reporting (multiyear concern). The nominee is the chair of the compensation committee, and there is a disconnect between CEO pay and company performance, but MSOP is not on the agenda. The nominee is the chair of the compensation committee, and the company has problematic pay practices, but MSOP is not on the agenda. The nominee is the most tenured member of the nominating/governance committee and the board has no racial or ethnic diversity. The nominee is the most tenured member of the nominating/governance committee and the company is maintaining a multi-class capital structure. The nominee is the most tenured member of the nominating/governance committee and there is not at least one female director. |
| Nicolet Bankshares, Inc. | NIC | Elect Director John N. Dykema | Withhold | (Multiyear concern, escalation vote) Multiyear pay concern warrants a negative vote toward the compensation committee chair based on AB Policy. |
| RE/MAX Holdings, Inc. | RMAX | Elect Director Laura G. Kelly | Withhold | The nominee is the most tenured member of the board and the company is maintaining a classified board and supermajority vote provisions. The nominee is the most tenured member of the board and the company is maintaining a multi-class capital structure with unequal voting rights (multiyear concern). |
| Comcast Corporation | CMCSA | Elect Director Jeffrey A. Honickman | Withhold | (Multiyear concern, escalation vote) Nominating/governance committee incumbents are withheld to address the multi-class capital structure with unequal voting rights in absence of a sunset provision. |
| Regeneron Pharmaceuticals, Inc. | REGN | Elect Director Joseph L. Goldstein | Against | The nominee is the most tenured governance committee member and the company is maintaining a classified board and supermajority vote provisions. The nominee is the most tenured governance committee member and the company is maintaining a multi-class capital structure with unequal voting rights (multiyear concern). |
| Ares Management Corporation | ARES | Elect Director Antoinette Bush | Against | The nominee is an incumbent member of the nominating/governance committee and the company is maintaining a multi-class capital structure with unequal voting rights (multiyear concern). |
| SBA Communications Corporation | SBAC | Elect Director Steven E. Bernstein | Against | (Multiyear concern, escalation vote) Multiyear concern on the coexistence of classified board and supermajority vote structure results in a negative vote toward the only incumbent nominee on the ballot. |
| Berkshire Hathaway Inc. | BRK.B | Elect Director Charlotte Guyman | Withhold | Nominating/governance committee and compensation committee chair held accountable to address multiple concerns. 1. Retention of multi-class structure with unequal voting rights without sunset provision has contributed to silencing multiyear shareholder concerns on executive pay and transparency on climate risk approach. 2. Nominee is also the chair of the compensation committee, who is held accountable for failing to address the multiyear shareholder concern on executive pay. |
| Eagle Pharmaceuticals, Inc. | EGRX | Elect Director Robert Glenning | Withhold | The nominee is an incumbent and the company is maintaining a classified board and supermajority vote provisions (multiyear concern). The nominee is an incumbent and there were potential material failures of governance, stewardship, risk oversight or fiduciary responsibilities at the company (multiyear concern). |
| Meta Platforms, Inc. | META | Elect Director Andrew W. Houston | Withhold | (Multiyear concern, escalation vote) The nominee is an incumbent of the governance committee and the company is maintaining a multi-class capital structure. The nominee is also an incumbent of the compensation committee and there is a disconnect between CEO pay and company performance. |
| Alphabet Inc. | GOOGL | Elect Director Frances H. Arnold | Against | (Multiyear concern, escalation vote) Governance committee incumbent is also withheld to address multiyear unresponsiveness of the Company on the absence of sunset regarding its multi-class capital structure with unequal voting rights. |
| Workday, Inc. | WDAY | Elect Director Christa Davies | Against | The nominee is an incumbent member of the governance committee and the company is maintaining a multiclass capital structure with unequal voting rights (multiyear concern). |
| Tesla, Inc. | TSLA | Elect Director Robyn Denholm | Against | The nominee is an incumbent and the company is maintaining a classified board and supermajority vote provisions (multiyear concern). The nominee is an incumbent and there were potential material failures of governance, stewardship, risk oversight or fiduciary responsibilities at the company (multiyear concern). |
| lululemon athletica inc. | LULU | Elect Director David Mussafer | Against | The nominee is an incumbent member of the governance committee and the company is maintaining a classified board and supermajority vote provisions (multiyear concern). |
| Alphabet Inc. | GOOGL | Elect Director John L. Hennessy | Against | (Multiyear concern, escalation vote) Governance committee chair withheld to address multiyear unresponsiveness of the Company on the absence of sunset regarding its multi-class capital structure with unequal voting rights. |
| Workday, Inc. | WDAY | Elect Director George J. Still, Jr. | Against | The nominee is an incumbent member of the governance committee and the company is maintaining a multiclass capital structure with unequal voting rights (multiyear concern). The nominee is the chair of the compensation committee and there is a pay for performance disconnect (multiyear concern). |
| lululemon athletica inc. | LULU | Elect Director Michael Casey | Against | The nominee is the most tenured incumbent and the company is maintaining a classified board and supermajority vote provisions (multiyear concern). |
| Company Name | Ticker | Proposal Text | Vote Instruction | Rationale |
|---|---|---|---|---|
| 1st Source Corporation | SRCE | Elect Director Daniel B. Fitzpatrick | Against | Shareholders do not have the ability to amend bylaws, a multiyear concern for which we have voted against directors for two years now (against the nominating/governance chair in 2020 and against a nominating/governance committee incumbent in 2021). |
| Elect Director John F. Affleck-Graves | Against | Shareholders do not have the ability to amend bylaws, a multiyear concern for which we have voted against directors for two years now (against the nominating/governance chair in 2020 and against a nominating/governance committee incumbent in 2021). | ||
| ADT Inc. | ADT | Elect Director Eric L. Press |
Withhold | The nominee is an incumbent and the company is maintaining a classified board and pop-up supermajority voting provisions (multiyear concern). |
| Elect Director Matthew E. Winter | Withhold | The nominee is an incumbent and the company is maintaining a classified board and pop-up supermajority voting provisions (multiyear concern). | ||
| Elect Director Matthew H. Nord | Withhold | The nominee is an incumbent and the company is maintaining a classified board and pop-up supermajority voting provisions (multiyear concern). | ||
| Alphabet Inc. | GOOGL | Elect Director John L. Hennessy | Against | The governance committee chair is held accountable for not addressing shareholders’ multiyear request to establish one-share, one-vote capital structure. |
| Berkshire Hathaway Inc. | BRK.B | Elect Director David S. Gottesman | Withhold | The nominee is a member of the compensation committee and the company has had multiple years of compensation concerns (voted against pay plan or committee members since 2019 AGM). |
| Elect Director Kenneth I. Chenault | Withhold | The nominee is a member of the compensation committee and the company has had multiple years of compensation concerns (voted against pay plan or committee members since 2019 AGM). | ||
| Elect Director Stephen B. Burke | Withhold | The nominee is a member of the compensation committee and the company has had multiple years of compensation concerns (voted against pay plan or committee members since 2019 AGM). | ||
| CBRE Group, Inc. | CBRE | Elect Director Christopher T. Jenny | Against | The nominee is an incumbent member of the audit committee and there is ineffective internal control over financial reporting (multiyear concern). |
| Elect Director Sanjiv Yajnik | Against | The nominee is an incumbent member of the audit committee and there is ineffective internal control over financial reporting (multiyear concern). | ||
| Five9, Inc. | FIVN | Elect Director David Welsh | Withhold | The nominee is the chair of the nominating/governance committee and the company is maintaining a classified board and supermajority vote structure (multiyear concern). |
| HarborOne Bancorp, Inc. | HONE | Elect Director Damian W. Wilmot | Withhold | The nominee is an incumbent member of nominating/governance committee and the company is maintaining a classified board and supermajority voting provisions (multiyear concern). |
| Elect Director Joseph F. Barry | Withhold | The nominee is a highly tenured incumbent (30+ years) and the company is maintaining a classified board and supermajority voting provisions (multi-year concern). | ||
| Elect Director Timothy R. Lynch | Withhold | The nominee is an incumbent member of the nominating/governance committee, and the company is maintaining a classified board and supermajority voting provisions (multiyear concern). | ||
| Jefferies Financial Group Inc. | JEF | Elect Director Barry J. Alperin | Against | The nominee is an incumbent member of the compensation committee, and multiyear, significant compensation concerns persist. |
| Elect Director Michael T. O'Kane | Against | The nominee is an incumbent member of the compensation committee, and multiyear, significant compensation concerns persist. | ||
| Elect Director Robert D. Beyer | Against | The nominee is an incumbent member of the compensation committee, and multiyear, significant compensation concerns persist. | ||
| Meta Platforms, Inc. | FB | Elect Director Andrew W. Houston | Withhold | All compensation committee incumbents are held accountable for a multiyear pay concern that remains unresolved with structural misalignment between pay and performance. |
| Elect Director Marc L. Andreessen | Withhold | All compensation committee incumbents are held accountable for a multiyear pay concern that remains unresolved with structural misalignment between pay and performance. | ||
| Elect Director Peggy Alford | Withhold | The nominee is the chair of the nominating/governance commitee, and the company is maintaining a multi-class equity structure with unequal voting rights. The nominee is the chair of the compensation committee, and unresolved multiyear pay concerns remain with structural misalignment between pay and performance. | ||
| Oracle Corporation | ORCL | Elect Director Bruce R. Chizen | Withhold | The nominee is a member of the governance committee and the company continues to have multiyear excessive share pledging concerns with the founder/board chair. |
| Elect Director Jeffrey S. Berg | Withhold | The nominee is a member of the governance committee and the company continues to have multiyear excessive share pledging concerns with the founder/board chair. | ||
| Elect Director Leon E. Panetta | Withhold | The nominee is a member of the governance committee and the company continues to have multiyear excessive share pledging concerns with the founder/board chair. | ||
| Elect Director William G. Parrett | Withhold | The nominee is a member of the governance committee and the company continues to have multiyear excessive share pledging concerns with the founder/board chair. | ||
| Village Super Market, Inc. | VLGEA | Elect Director William Sumas | Withhold | The nominee is an incumbent, and there is not at least one female director (multiyear concern, third year escalating for lack of gender diversity). |
| Elect Director John P. Sumas | Withhold | The nominee is an incumbent, and there is not at least one female director (multiyear concern, third year escalating for lack of gender diversity). | ||
| Elect Director Nicholas Sumas | Withhold | The nominee is an incumbent, and there is not at least one female director (multiyear concern, third year escalating for lack of gender diversity). | ||
| Elect Director John J. Sumas | Withhold | The nominee is an incumbent, and there is not at least one female director (multiyear concern, third year escalating for lack of gender diversity). | ||
| Elect Director Kevin Begley | Withhold | The nominee is an incumbent, and there is not at least one female director (multiyear concern, third year escalating for lack of gender diversity). | ||
| Elect Director Steven Crystal | Withhold | The nominee is an incumbent and there is not at least one female director. (multi-year concern, third year escalating for lack of gender diversity) | ||
| Elect Director Stephen F. Rooney | Withhold | The nominee is an incumbent, and there is not at least one female director (multi-year concern, third year escalating for lack of gender diversity). | ||
| Apple Inc. | AAPL | Report on Concealment Clauses | For | Having a mandatory training on conduct policy is a standard practice that has not prevented harassment cases at other companies. Although the Company has committed to incorporate language that will allow departing employees to discuss their experiences in US separation agreements going forward, supporting the proposal will encourage Apple to reach out to shareholders and further explore what the best practices are. |
| The Coca-Cola Company | KO | Report on External Public Health Costs | Against | While we agree that product health and nutrition are a material ESG risk for Coca-Cola, the company is significantly addressing the asks put forward by the proponent. Coca-Cola is taking clear action around reducing the sugar content of its products, while quantifying and disclosing the results of its progress and setting robust, forward-looking goals related to health. Actions include introducing new products and making public commitments and pledges to considerably reduce sugar in its beverages. The company acknowledges that factors such as health-related concerns and evolving consumer preferences are impactful to its business and is accordingly taking meaningful steps to improve its product formulas and manage risks related to public health. Recognizing that KO has received similar proposals in prior years, AB will continue to evaluate the company's efforts as they relate to reducing the sugar content of its products. |
| Amazon.com, Inc. . | AMZN | Commission Third Party Study and Report on Risks Associated with Use of Rekognition | For | We agree with the proponent that Amazon should perform a similar exercise for Rekognition as it has done with Ring. Simply because the Rekognition product isn’t used as a surveillance tool or isn’t intended as a surveillance tool does not guarantee the absence of misuse cases or potentially harmful impact on users and communities. We also note that the company isn't necessarily bound by the time line requested by the proponent, given the advisory nature of the proposal. |
| Report on Risks Associated with Use of Concealment Clauses | For | In absence of any data to assess the impact of existing concealment clauses, including mandatory arbitration, on the Company’s employees’ ability to raise concerns on harassment and discrimination, greater transparency on the Company’s concealment clauses in all forms would add value for shareholders to understand the potential risks. | ||
| Meta Platforms, Inc | FB | Report on Risks Associated with Use of Concealment Clauses | For | In absence of any data to assess the impact of existing concealment clauses on the Company’s employees’ ability to raise concerns on harassment and discrimination, greater transparency on the Company’s concealment clauses in all forms would add value for shareholders to understand the potential risks. |
| Alphabet Inc. | GOOGL | Approve Recapitalization Plan for all Stock to Have One-vote per Share | For | The requested action enhances shareholder voice and aligns with AB’s Proxy Voting and Governance Policy approach in promoting the one-share, one-vote principle. Similar to prior years, support is warranted on this proposal. |
| Sally Beauty Holdings | SBH | Elect Director Marshall E. Eisenberg | Against | The board has four directors who recently reached 15 years of service, the MSCI definition of entrenchment. Though AB has engaged with management about board refreshment, we do not see any refreshment in this year’s slate. As such, a vote against the chair of the nominating/governance committee is warranted. |