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Supports strong governance
Shareholders & Governance
Owners voting their values can deliver most of the outcome.
Why shareholder democracy is pivotal
Board independence, director accountability and the machinery by which owners hold executives to account are written into a company's own charter and bylaws, so strong governance is built inside companies by their owners or it is not built at all. Owners have built a great deal of it. The New York City Comptroller and the city pension funds ran a campaign for proxy access, the right of shareholders who have held three percent of a company for three years to put their own candidates on the company's ballot; six American companies had such a bylaw when the campaign began in 2014, 50 of the 72 companies targeted for 2016 agreed to adopt one, and the Comptroller's office reports more than 600 companies and over 70 percent of the S&P 500 with proxy access today. A later phase produced board and chief executive search policies requiring consideration of women and racially diverse candidates at 14 companies. In 2021 the small investment firm Engine No. 1, holding about two hundredths of one percent of ExxonMobil, won three of twelve board seats with the support of CalPERS, CalSTRS and the New York State Common Retirement Fund, though what those directors have changed is disputed, with Exxon saying its environmental progress was not down to Engine No. 1 and the researchers who studied the case saying it is too soon to tell. The reach has limits worth stating plainly. Netflix's shareholders gave proxy access 71 percent support in 2015 and the board declined to act on it. At Alphabet in 2017 a one share one vote proposal drew 28.9 percent with both share classes counted, its proponents estimating that ordinary Class A holders backed it by up to 99.8 percent, and at Comcast in 2026 the family's super-voting shares carried a pay package to 58.43 percent company-wide that Class A holders are estimated to have rejected two to one. Companies have also spent to narrow the channel itself. The Business Roundtable and the U.S. Chamber of Commerce went to court and had the Securities and Exchange Commission's proxy access rule struck down in 2011, which is why proxy access had to be won company by company, and the Roundtable asked the commission in 2020 to raise the holdings needed to file a proposal and the support a proposal needs to be refiled, which it adopted that September; the commission's own chief economist estimated that half to three quarters of more than 28 million retail investor accounts would lose the right to file. Verizon reports paying the Roundtable 84,000 dollars and the Chamber 120,000 dollars in 2024, so these are associations a shareholder vote reaches. Killing a rule and raising a filing threshold make the work slower and change nothing about who owns the outcome, since every practice this issue names is adopted by a company's own board on the vote of its owners, which is why it sits at the top of the scale.
How this was scoredPivotal
Pivotal. Owners voting their values can deliver most of the outcome.
We have not yet written down the two answers behind this rating. Recording them on every item, so a reader can check the reasoning and not only the conclusion, is work in progress.
Every rating is the higher of two answers, one for what companies do and one for what they spend to stop the outcome, because the same vote reaches both. See the full method.
Sources
- We Asked the American People What They Want From Corporate America, Here's What They Said, JUST Capital
- Comptroller Stringer, NYC Funds: Boardroom Accountability Enters Next Phase As Campaign Achieves Critical Mass, Office of the New York City Comptroller
- NYC Comptroller's Boardroom Accountability 3.0 Results, Harvard Law School Forum on Corporate Governance
- Engine No. 1 wins at least 2 Exxon board seats as activist pushes for climate strategy change, CNBC
- ExxonMobil Form 8-K/A, Item 5.07, certified results of the 2021 annual meeting, ExxonMobil via SEC EDGAR
- ESG Activists Met the Moment at ExxonMobil, But Did They Succeed?, Harvard Business School Working Knowledge
- Alphabet Shareholders Overwhelmingly Support Equal Voting, CorpGov.net
- Comcast Class A Shareholders Reject $107M Co-CEO Pay as Stock Slid 20%, National Legal and Policy Center
- Business Roundtable and Chamber of Commerce of the United States of America v. Securities and Exchange Commission, No. 10-1305 (D.C. Cir.), United States Court of Appeals for the District of Columbia Circuit, via GovInfo
- The Business Roundtable Comment Letter on Proposed Amendments to Rule 14a-8, Harvard Law School Forum on Corporate Governance
- SEC Adopts Amendments to Modernize Shareholder Proposal Rule, U.S. Securities and Exchange Commission
- Statement on the Amendments to Rule 14a-8, Commissioner Allison Herren Lee, U.S. Securities and Exchange Commission
- U.S. Shareholder Proposals Jump to a New Record in 2023, ISS Corporate Solutions
- Verizon Political Engagement Report 2024, Verizon Communications Inc.
What civil society organizations are helping owners on this
Publishes the annual 100 Most Overpaid CEOs report, which ranks executives on excess pay versus shareholder return, votes against pay and pay ratio, and urges shareholders to vote against excessive pay packages; its 2026 proxy voting guidelines recommend voting against a CEO who also serves as board chair.
12 campaigns on record
Vote against the CEO where the CEO also serves as board chair, apply additional scrutiny to director votes at about two dozen major climate-contributing companies, and support independent boards.
Result: not stated in source
NLPC's proposal asked Comcast to separate the roles of CEO and board chair and appoint an independent chair, arguing that combining the roles under CEO Brian Roberts, who also controls a supermajority of votes through Class B shares, weakens board oversight.
Result: Received about 42.73% support among Class A shares at the June 2026 annual meeting.
we found no documented change; Comcast's dual-class structure means Class B shares (about one-third of total voting power, held by the Roberts family) can outweigh Class A shareholder sentiment regardless of the Class A vote share.
Asked Netflix shareholders to vote against the re-election of every member of the Netflix board. Bowyer Research gave two reasons, the board's oversight of five years of share price performance that the firm said trailed competitors, and the firm's objections to some of the company's content decisions.
Result: Bowyer Research urged shareholders to vote against the whole board at the June 5, 2025 annual meeting. Director Jay Hoag received 71,428,414 votes for and 259,865,864 against, failing the company's majority voting standard, and tendered his resignation. The company's Form 8-K records both the vote and the resignation offer.
We found no documented change at Netflix that any source we retrieved attributes to this campaign. No source we retrieved links the vote against Jay Hoag to Bowyer Research's solicitation, and the campaign asked shareholders to vote against the whole board rather than against him in particular.
Vote against excessive CEO pay packages identified by the report.
Result: The report noted that 21 S&P 500 companies saw more than 50 percent of shareholders reject CEO pay in the season covered, and that BlackRock and Vanguard voted against only 5.7 percent and 4.8 percent of S&P 500 pay packages.
The report cites Activision Blizzard CEO pay falling from 154 million dollars to under 1 million and Chipotle's CEO package falling from 38.3 million to 17.8 million after shareholder votes.
Engine No. 1, an activist investor holding about 0.02% of Exxon's shares, nominated an independent slate of board candidates and asked shareholders to replace directors with people who had experience managing a profitable transition in the energy industry, arguing the existing board lacked the expertise and independence to manage climate-related business risk and to spend capital with discipline.
Result: Engine No. 1's nominees won 3 of ExxonMobil's 12 board seats (Gregory Goff, Kaisa Hietala, and Alexander Karsner), per ExxonMobil's own June 2, 2021 announcement of preliminary results. Major pension funds including CalPERS, CalSTRS, and the New York State Common Retirement Fund backed the dissident slate.
One year on, ExxonMobil increased Scope 3 emissions disclosure, set more ambitious Scope 1 and 2 targets, shifted from a planned 25% production growth to holding production steady, and added board members with energy-transition experience; Engine No. 1's own team characterized the underlying long-term business strategy, continued heavy spending on new fossil fuel projects (about $30-35 billion a year), and lobbying posture as largely unchanged.
Engine No. 1 wins at least 2 Exxon board seats as activist pushes for climate strategy change, CNBC
Adopt a search policy requiring that women and racially or ethnically diverse candidates be considered for every open board seat and for the CEO role.
Result: Proposals withdrawn after 13 companies adopted the policy; Lamb Weston adopted it in response to a fall 2020 proposal, for 14 adopters in total from 56 companies contacted.
Fourteen companies adopted board and CEO diverse search policies.
Asked Boeing to disclose its directors' skills, ideological perspectives and experience, and to adopt minimum director qualifications. The filer titled the proposal a True Diversity Board Policy and describes it as asking Boeing to consider viewpoint diversity when it seeks new board candidates.
Result: Voted on as Item 4 at the April 27, 2020 annual meeting and not approved. Boeing's Form 8-K reports 47,289,612 votes for, 311,415,100 against, 4,634,782 abstaining and 109,406,933 broker non-votes. That is 13.18% support counting only votes for and against, or 13.02% if abstentions are included in the base.
we found no documented change.
Asked Salesforce to adopt a board recruitment policy the filer called a True Diversity Board Policy, the same proposal title the filer used at Apple and Starbucks in the same season, where it sought to have directors' viewpoints and ideology treated as part of board diversity.
Result: Voted on as the sole shareholder proposal at the annual meeting on June 6, 2019 and rejected. The SEC filing reports 7,184,666 for, 603,191,242 against, 7,444,469 abstaining and 82,748,580 broker non-votes. That is 1.18 percent in favour counting only votes for and against, or 1.16 percent if abstentions are included in the base.
we found no documented change.
Asked Starbucks to adopt what the filer called a true diversity policy. The filer says its aim was to have the company add board members with conservative views, and argued that Starbucks operated in what it called an ideological hegemony that excluded conservative people and ideas.
Result: Voted on as Proposal 4 at the annual meeting on March 20, 2019 and rejected. The SEC filing reports 14,608,573 for, 845,056,279 against, 12,902,535 abstaining and 229,123,837 broker non-votes. That is 1.70 percent in favour counting only votes for and against, or 1.67 percent if abstentions are included in the base.
We found no documented change at Starbucks following this vote.
Asked Apple to adopt a board recruitment policy the filer called a True Diversity Board Policy. The filer's own account of the meeting describes the proposal as seeking to bring out the political and ideological leanings of Apple's directors, on the filer's claim that the company lacked directors with conservative views.
Result: Voted on as Proposal 5 at the annual meeting on March 1, 2019 and rejected. The SEC filing reports 45,732,679 for, 2,627,300,224 against, 36,765,636 abstaining and 1,402,346,727 broker non-votes. That is 1.71 percent in favour counting only votes for and against, or 1.69 percent if abstentions are included in the base.
we found no documented change. Apple's board recommended a vote against the proposal. Asked at the meeting about hearing different views, chief executive Tim Cook said "We are not for a polarized world, and we want to hear diversity," and the filer's own account states the company was not interested in adopting the proposal.
The proposal asked Alphabet to recapitalize its share structure so that every share carries one vote, ending the dual-class structure that gives founders Larry Page and Sergey Brin outsized control.
With Boston Common Asset Management
Result: About 99.8% of Class A (non-founder) shares voted in favor, but because founder-controlled Class B super-voting shares are counted together with Class A shares, overall support was about 28.9%.
we found no documented change; Alphabet's dual-class structure remained in place because founders Page and Brin controlled over 51% of the vote while holding only about 11% of shares.
Alphabet Shareholders Overwhelmingly Support Equal Voting, CorpGov.net
The campaign asked companies to adopt 'proxy access' bylaws letting a group of shareholders who together have owned at least 3% of the company's stock for three or more years nominate up to 25% of the board directly on the company's own proxy ballot.
Result: Proxy access proposals won majority support at several target companies (for example, 71% at Netflix and 49.9% at Chipotle in 2015); by 2016, 50 of the 72 companies targeted that year had agreed to adopt proxy access.
Multiple companies adopted proxy access bylaws as a direct result of the campaign, according to the source, though Netflix's board did not implement proxy access despite the 71% vote in its favor in 2015.
Related subjects on other maps
How this rating was made
Every item on every one of our maps is read against one question: how far does this depend on the people who own companies voting their values? We answer it twice, once for what companies do and once for what they spend to stop the outcome, and take whichever answer is higher, since the same vote reaches both. The score carries its reasoning and its sources so that a reader can check it rather than take it.
- Pivotal. Owners voting their values can deliver most of the outcome.
- Necessary. Owners remove an obstacle nothing else removes, and others must also act.
- Helpful. Owners voting their values help, and others carry most of it.
- Independent. This moves without owners. Other levers carry it.
The advocacy record on this page holds only what a source we opened says happened. Where we searched and found nothing, the page says so rather than leaving a silence. Where a campaign names a filer the source does not name, it says that too. Ratings are ours; the list of subjects is JUST Capital's, and we link to their original.
How we score dependency, in full.