Shareholder Climate Activism Comes for 401(k) Plans: Lessons Learned from Amazon and Comcast

9 June 2022
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Key takeaways:
  • The Securities and Exchange Commission (the “SEC”) permitted the shareholders of and Comcast Corporation to vote on proposals to evaluate the alignment of the companies’ 401(k) plans with the companies’ climate action goals, finding that these proposals transcend ordinary business matters.
  • Although the shareholders of both Amazon and Comcast have voted against the shareholder proposals, there are important lessons to be learned from the SEC’s decision allowing the proposals to proceed:
    • The SEC's decisions signal that the SEC may be more likely to allow climate-related shareholder proposals to proceed on the grounds that they raise significant policy issues that transcend ordinary business operations.
    • Shareholders may solicit through shareholder proposals climate-related compensation information that is beyond the scope of the SEC’s proposed climate disclosure rules and existing compensation disclosure regime.
    • Shareholder proposals may be permitted to proceed despite being inconsistent with the Employee Retirement Income Security Act (“ERISA”).