The long and winding road

by Pat Zerega

Senior Director Shareholder Advocacy, Mercy Investment Services

This weekend, we saw Rocketman, the story of Elton John. It brought back memories of so many songs we grew up with.  For some reason I kept thinking of the song the long and winding road as a parallel to the story (even though it was written by the Beatles, Elton John performed it on occasion). Part of the reason it came to mind is that the song reflects how I feel about the private prison work and GEO specifically. It might be helpful to review some of the history that got us to today.

Around 2003, John Celichowski, O.F.M., Cap. and Valerie Heinonen, O.S.U., began approaching the private prison companies. At that point, their stock was considered ‘penny stock’ with few members at ICCR owning GEO, CCA or Cornell. The first resolution oat GEO received 3.2% and a similar resolution brought CCA to the table without going to vote. Fr. John moved on to leadership in the community and passed the mantle to Fr. Mike Crosby.  A variety of approaches including lobbying and human rights policy development continued with GEO and CoreCivic (formerly Corrections Corporation of America) through 2011. Dialogues were often contentious (my participation was through the Lutherans), and at one point the CEO of GEO wondered why we didn’t just “sell the stock and leave them alone.” We continued to focus concern with the people in custody.

In 2011, a resolution calling for a human rights policy was filed. At the same time, the Jesuit Social Research Center had obtained a grant to work with private prisons around human rights and training, so the Jesuits began to lead both dialogues. This grant brought in prison experts to help lead the way and both companies developed polices and entered into dialogue.  

We all know writing a policy is not the be all and end all of work. We need to see that the policy doesn’t sit on the shelf but is implemented, training occurring and the culture changing. Shareholders expected to be able to find that out through dialogue and increased transparency in reporting on the prison companies’ websites.

Since that time, the dialogues have focused on several issues including medical care and segregation from the general population, but shareholders felt like we were not seeing the real impact hoped for with a human rights policy. Abuse allegations remained high, and news coverage of these events continued. In the spring of 2018, we began to see many reports concerning immigration detention conditions in private prisons. ICCR hosted letters to both private prison companies with more 50 signatures asking for the prisons not to become involved with government detention contracts.

CoreCivic answered the letter and continued to engage in a meaningful way, this spring presented its first ESG report. They are working on other ways to be transparent on human rights issues.

In the late summer of 2018, GEO, however, put a ‘pause’ on dialogue. This was new to me. I’ve had companies stall or not answer letters, but to actually write and say they didn’t want to talk was new ground.

Our group was frustrated and decided to file a resolution in the fall of 2018 asking for a report (that was indicated in GEO’s own policy) concerning how implementation of the human rights policy. Many shareholders joined the group of Jesuits and Mercy Investment Services addressing this issue, and in November the resolution was filed.

As expected, the resolution was challenged, but the SEC denied the no action thus, agreeing it had to be on the ballot. Shareholders filed a proxy memo indicating reasons why it should be left on, alerted proxy advisors of the resolution, and the week before the AGM learned that both proxy advisory firms were supporting the resolution. As that information became public, we also received an unexpected email from GEO, telling us they would no longer oppose the resolution and filed such a statement with the SEC. The company never quite supported the resolution, nor changed the proxy on their site, nor put the SEC statement on their site, nor did they reach out to talk with us. So, we prepared to present at the AGM (a virtual-only AGM, but that too is for another day), and garnered nearly 88% of the vote.

(Photo by Pat Zerega, Door County Wisconsin 2016)

The story of course does not end there. Shareholders have met since then to discuss next steps and have sent a letter requesting to return to the dialogue table with all interested parties and explain what we are looking for in the requested human rights report. Thus far, there is no answer to that request, but we know there is always another twist in the road ahead.

Homework with the Trafficking in Persons Report

The Trafficking in Persons Report, or TIP Report, is an annual report issued by the U.S. State Department’s Office to Monitor and Combat Trafficking in Persons. The TIP Report ranks governments based on their perceived efforts to acknowledge and combat human trafficking. Thursday, June 20th, the 2019 edition was issued.

The report categorizes countries of the world with regard to their adherence to the standards of the Trafficking Victims Protection Act (TVPA) of 2000. Each country is tiered according to compliance:

  • Tier 1 (those governments who fully comply with the TVPA’s minimum standards)
  • Tier 2 (while not fully complying, governments with significant efforts to bring themselves into compliance with those standards)
  • Tier 2 watch list (not fully complying along with a significant absolute number of trafficking victims, or a failure to increase efforts, or a determination that the country is in fact committed to making significant progress in the coming year)
  • Tier 3 (those governments who do not fully comply with the minimum standards and are not making significant efforts to do so)
  • Special cases (countries where a civil or humanitarian crisis makes gaining information difficult).

Remember that tier 1, which includes the United States, is simply compliance with the minimum standards. A tier 3 designation means that the U.S. can restrict assistance or withdraw support for the country at global funding organizations like the International Monetary Fund. Some regard the tier 2 watch list with suspicion as some determinations have suggested a reward to governments allied with the U.S. who otherwise would be in tier 3.

The report intends to offer “homework” to governments based on their tier. The image below lists the countries of the tier 2 watch list, tier 3, and special case categories. The report includes a country by country analysis of human trafficking.

I don’t want companies to avoid sourcing from these countries: I prefer companies to promote improved standards and conditions in those countries. Even if the governmental authorities do not adhere to a recognized global minimum, companies have a responsibility to act responsibly, to act in accord with the protection of human rights. A company, working in those countries, must take extra steps to reduce human trafficking and to care for the victims of trafficking in their supply chains.

The resolutions that SGI members introduced at Kraft Heinz, Macy’s, TJX, and Wendy’s aimed to do just that. We asked those companies to do a human rights impact assessment, to look through their supply chains at the most vulnerable workers. They then would mitigate the human rights abuses  and remedy those workers whose rights were violated. Over time, those learnings are compiled and integrated into the ongoing processes of the company to insure greater adherence to human rights in their supply chain.

Now for some personal homework. I would recommend printing off the image above. Perhaps, you may want to laminate it to carry it with you.

When going to bed this evening, take a look at the countries of origin for the clothing you have worn. I’d be willing to bet that much of your clothing comes from a country listed above. Many of the electronic items that we use daily have supply chains woven through these countries. I bring that to your attention, kind reader, not to shame you or make you feel guilty, but, in the hopes, that we might see– along with the companies who provide us those products– that we have real power to change the situation in those countries.

Climate Change is now a Climate Crisis

By Frank Sherman

Recently, we took time to reflect on another eventful engagement season and to chart the strategic direction for the coming year.

Looking back at the 2019 engagement season and more than one-hundred climate engagements by ICCR members, we observe:

  • In a notable exception, the electricity generation sector is at a decarbonization tipping point driven by cheaper renewable energy, growing industrial and public demand, and changing public opinion. Securitization laws, distributed energy resources (e.g. rooftop solar) and community solar projects are growing in popularity. The “electrification of everything” shows promise of demand growth, energy savings and environmental sustainability. A growing number of utility companies (nine, according to NRDC) have followed Xcel’s lead by committing to carbon-neutral electricity production by 2050 or sooner.
  • In the face of regulatory rollbacks, natural gas production and distribution companies are committing to voluntary methane leakage reduction targets to salvage the ‘bridge-fuel’ story. With 6000 mid- and small-scale producers, the majors are now advocating for a stronger regulatory regime! Investors have been successful in tying support for meaningful regulation to reputational risk.
  • As investors shifted from demanding scenario assessments to Paris-compliant business plans, U.S. oil & gas companies continued to defend their business-as-usual business model while their European counterparts broke rank. A BP supported climate resolution obtained a 99+% vote while Shell agreed to set GHG reduction targets for their products as well as their operations. In contrast, CA100+ investors at Exxon Mobil recommended voting against the Board after the company omitted their GHG reduction target proposal.
  • With noted exceptions (Wells Fargo and Goldman), large financial companies are starting to assess climate risk in their portfolios. Mid-cap companies were slower to respond to our letter campaign, largely it seems, due to limited capacity to conduct broad risk assessment. Investors will connect them with tools they can use to do a straightforward climate footprint analysis.
  • Political spending and lobbying resolution votes, several of which emphasized climate change, increased to 31%.
  • Engagements calling for science based (GHG reduction) targets made slow progress in contrast to the scientific community call for more urgent action.

Impacting the climate science and changing political landscape, 2018 was the wettest year on record while wildfires in California resulted in the first climate change bankruptcy of Pacific Gas and Electric. Global carbon emissions reached a record, and the U.S. power sector reversed its’ multi-year decline.  The IPCC special report warned that countries’ pledges to reduce their emissions are not in line with limiting global warming to 1.5°C. Some are responding to the crisis – 80 countries are planning to increase their climate pledges ahead of schedule. The UK is the first member of the G7 to legislate net zero emissions, joining Finland and Costa Rica.

The 4th U.S. National Climate Assessment Report starkly warns of risks to the U.S. economy while the Trump administration’s environmental rollbacks are poised to increase GHG emissions significantly. Public opinion is finally shifting with over 70% of Americans saying climate change is a reality, with most believing human activity is primarily responsible. Republican millennials support a carbon tax 7-to-1 with 85% stating that the Republican position on climate change is hurting the party. The Midterm elections flipped the House of Representatives and 7 state governorships to Democrats. Twenty-one states have now joined the U.S. Climate Alliance committed to the Paris Climate Agreement. Four states (CA, WA, HI, NM) and Puerto Rico have targeted 100% clean energy by 2050 or sooner, with nine additional states (IL, MA, MI, MN, MS, NC, NY, PA, WI) proposing similar legislation. The Green New Deal resolution changed the conversation on Capitol Hill and the Climate Action Now Act put the House on record as supporting the Paris Accord.    

Financial markets are not immune to this crisis. Munich Re predicts climate change will price regions out of insurance. The broad acceptance of the TCFD guidelines increases pressure on companies to improve disclosure.

Considering the broader investor landscape and NGO campaigns, the CA100+ global initiative focused on large emitters and led by large asset managers, pension funds, and sovereign funds. Some ICCR members participate in the CA100+ teams while others continue parallel engagements to reinforce the message. Still others are shifting focus to mid-cap companies. We believe that more coordination is needed to increase effectiveness.

Efforts to make methane emissions reduction targets the norm have been limited to the oil & gas majors and larger natural gas producers. The EPA’s proposed rollback of the New Source Performance Standards regulating oil and gas emissions will further erode the regulatory floor, especially as the EPA now proposes to deregulate methane. We look forward to publication of an EDF study on methane measurement and mitigation and Union of Concerned Scientists has formed a working group to study CCS.  

Efforts towards a Just Transition have born fruit as investors and companies have a growing awareness of the unintended, negative consequences that decarbonization has on people. We made a good start with last October’s investor statement, representing $3.7 trillion in assets, and the CA100+ framework, which includes just transition questions; however, most companies lack the policies and practices to address these issues. Addressing the needs of employees, customers and local communities will accelerate transition rather than deter it.

Recalling Fr. Mike Crosby’s prophetic statement, “We are at a Kairos moment,” we look forward to developing with our allies a new strategy statement regarding future engagement of the oil & gas sector to help investors differentiate between fossil fuel companies making progress and those protecting business-as-usual models. Rollout will be stepwise with more guidance forthcoming. Finally, alongside our allies, we have reviewed a draft climate change principles which reflect an increased urgency and stepped up action.

Finally, let us turn to our 2020 engagement strategy. Given our progress in recent years within the electric utility sector, we expect to expand engagements further into mid-cap companies and push for net-zero carbon targets. We will collaborate with NGO’s and other partners to engage the state utility commissions and give input on the Green New Deal. ICCR is planning a multi-stakeholder Roundtable in December to discuss the challenges of decarbonization and promote a just transition.

Investors engaging the financial sector are promoting a shift from simply assessing climate change risk to their own operations to assessing the climate-related risk they facilitate through their lending and underwriting. Coordinating with the Climate Safe Lending Initiative, they plan to engage the top five U.S. banks and some regional banks in 2020 on climate risk. Investors will ask banks to follow the TCFD recommendations, complete a climate impact assessment, pledge no new fossil fuel investments, and ultimately, decarbonize their portfolio (Banking on Climate Change: Fossil Fuel Finance Report Card 2019). Planned for early September, an investor brief and webinar will educate interested investors. As well, we will ask smaller banks to join the Platform Carbon Accounting Framework to calculate their carbon footprint.

Our methane work will continue to promote best practices in measurement and management to minimize methane leakage. We plan to engage companies on including their “non-operated assets” (i.e. joint ventures) in their methane targets, and step up engagement of distributors and retailers to source “sustainably produced” natural gas. At the same time, we recognize that natural gas can no longer be viewed as a “bridge fuel” to clean energy and agree that no new gas power plants can be justified given the climate crisis. On the other hand, replacing industrial and residential uses of natural gas remains a challenge.

It is clear that we recognize the increased urgency and need to step-up our demands. Within ICCR, we reflect this by the change to our Program name from Climate Change to Climate Crisis. This can no longer be considered a gradual change. We are in crisis mode so we need to respond differently!

RBI: Deforestation and Empty Chairs

On Monday night, Toronto was electric, not for the Restaurant Brands International (RBI) shareholder meeting, but for game five of the NBA Finals between the Toronto Raptors and the Golden State Warriors. If the Raptors had won, I worried that I might not sleep well given the ensuing revelry associated with Canada’s first NBA championship. Alas for Canada, but fortunately for my sleep, it was not to be on that night.

Restaurant Brands International, majority-owned by 3G Capital (a Brazilian-American investment fund with substantial ownership of Kraft Heinz and Anheuser-Busch InBev), includes the brands Burger King, Tim Hortons, and Popeye’s. Recent shakeups include a new CEO, José Cil, who took the helm in January.

Over the course of years, SGI has engaged RBI and its predecessors in dialogues. Recently, those dialogues have focused on deforestation concerns. In 2010, Burger King pledged to create a “rainforest policy to include all of its products.” However, nearly 10 years later RBI has yet to issue a comprehensive no-deforestation policy that properly addresses its direct operations and extended supply chain.

Photo from https://www.flickr.com/photos/crustmania/10094847976/

Deforestation, the permanent removal of standing forests, results in devastating consequences. It is the third largest driver of climate change. The destruction of trees and other vegetation can cause climate change, desertification, soil erosion, fewer crops, flooding, increased greenhouse gases in the atmosphere, and the incumbent problems for people near to and far from the actual place of deforestation.

Deforestation is also bad for business. It exposes corporations and investors to a wide range of operational, reputational, competitive, and regulatory risks. Companies that manage this risk likely will perform better in the long run. More than 500 global companies have made substantive commitments and the accountability for those commitments continues to improve.

The meeting itself took place in the new central offices of RBI at the Exchange Tower in downtown Toronto. RBI has a lower floor of the building. Emerging from the elevator, shareholders were received and documents were reviewed. In the next room, a larger space, chairs were aligned for the shareholder meeting with two podiums, one to each side of a small table with two chairs– one for Corporate Secretary Jill Granat and the other for CEO José Cil. Along another wall was an array of products from Tim Hortons: coffee, muffins, donuts, donut holes, and the like.

The agenda included the three common voting items: election of directors, the advisory vote on executive compensation, and the appointment of auditors. As well, three shareholder resolutions were on the agenda: a resolution related to workforce practices (put forward by the Atkinson Foundation and our ICCR colleagues, SHARE), our resolution (from the Capuchin Province of St. Joseph) on deforestation, and a resolution concerning plastic pollution and sustainable packaging (from our ICCR colleagues As You Sow). Later in the meeting, SumOfUs delivered a petition signed by 270,000 people and 500 shareholders concerning deforestation. (Their press release can be found here.) None of the three resolutions had a majority, an unsurprising outcome as 3G and Pershing Square own more than half of the company’s shares. The 8-K document filed with the Securities Exchange Commission show that SHARE garnered 26% of the shareholder vote at the AGM, and our resolution and the As You Sow resolution both netted about 22% of shareholder support. If one excludes the 3G Capital and Pershing Square votes, the deforestation resolution had 57% of independent shares in favor.

“Empty Chairs,” photo by Donald Lee Pardue https://www.flickr.com/photos/oldrebel/6173358287

More striking to me as a participant in the meeting was the absence of the board of directors– not one of the elected members of the board attended the meeting. The first order of business in the meeting was their election. It is reminiscent of that meme: “You had only one job. . . ” Their absence suggests that, to them, the annual shareholder meeting is not an important company function.

RBI, according to Cil and company documents, aims to be the world’s “most loved restaurant brands.” The shareholders present at the annual general meeting are people who love this company, and board members did not see fit to hear from them, their fellow shareholders, about the direction of the company.

Similarly, RBI has ambitious, public goals for growth, from some 26,00 restaurants today to 40,000 restaurants in the next eight to 10 years. We’d like to see a similar ambitious, public goal to care for creation. Consumers will buy from a company that advocates for issues they care about. If RBI cannot make ambitious, public commitments to care for creation, those consumers will turn to companies that do.

The deforestation resolution filed with RBI for the 2019 shareholder meeting can be found here. The exempt solicitation concerning the proposal can be found here. The statement delivered at the shareholder meeting can be found here.

Faith-Based Shareholders: In It for the Long Haul

While it may seem like a long time, it is heartening to recall that Moses and the Israelites spent 40 years in the desert, waiting to enter the promised land.

Almost 30 years ago, Fr. Mike Crosby, O.F.M., Cap. began a dialogue with executives from Wendy’s. Concerned that adequate progress was not being made on due diligence concerning potential and actual human rights issues, the Capuchin Province of St. Joseph filed a shareholder resolution on human rights this year. The company challenged the resolution, and the Securities Exchange Commission ruled that the resolution could be omitted. As our resolution had been omitted by the SEC, it would not be coming to a vote, but I attended the shareholder meeting in Dublin, OH on behalf of the Capuchins so as to make a statement to the board and the company officers about our concerns in the area of human rights due diligence.

The team from Wendy’s were very gracious hosts. Having arrived early, a member of the investor relations team took me to visit what had been the office of Wendy’s founder Dave Thomas. I had the opportunity to meet executives who have been on calls with us. Personally, I find it helpful to have a face to put to the voice that I hear on the phone. I also had the opportunity to meet CEO Todd Penegor, board chair Nelson Peltz, and chief legal officer E.J. Wunsch, as well as other members of the board.

The meeting itself lasted a bit over 75 minutes. After a brief video highlighting Wendy’s 50 years, Mr. Peltz opened the meeting. Three items of business were conducted: a vote concerning the board of directors, a vote concerning the company’s auditors, and, finally, an advisory vote concerning executive compensation. The video to the voting was completed within a swift 11 minutes. Next, Mr. Penegor gave an overview of the company’s business plan. Following Mr. Penegor, Liliana Esposito, the chief communications officer, addressed corporate social responsibility and gave an ESG update.

Upon the conclusion of Ms. Esposito’s remarks, the floor was opened to general questions and comments. First, Kerry Kennedy, daughter to the late Robert F. Kennedy, spoke in favor of the Coalition of Immokalee Workers (CIW) and the Fair Food Program. Next, Mr. Peltz recognized me, and I approached the microphone to offer my statement.

My remarks aimed to accomplish four things:

  • To identify the abundant risks for human trafficking and forced labor in agricultural supply chains;
  • To describe the fundamental shift effected by laws here in the U.S. and abroad that, while good and necessary, codes of conduct and audits are no longer sufficient;
  • To outline a better process, employed by many leading companies: a human rights risk assessment that incorporates the U.N. Guiding Principles on Business and Human Rights;
  • And to encourage Wendy’s to take these necessary steps that, at heart, are in accord with the deepest values of the founder, Dave Thomas, and the company.

Subsequently, Chelsea Rudman of the Workers Rights Consortium spoke similarly of the value of worker-driven social responsibility efforts. Lena Brook of the Natural Resources Defense Council spoke about the use of medically-important antibiotics in meat and poultry served at Wendy’s. A shareholder asked a question concerning the updating of restaurant infrastructures. Mike Telford of the National Pork Producers Council thanked Wendy’s for their relationship with pork producers. Nelly Rodriguez, from the CIW, offered a moving witness, in Spanish, about the importance of the Fair Food Program. Another shareholder asked a question concerning non-meat substitutes. Finally, a shareholder, who is also an adoption assessor, rose to speak a word of thanks for Wendy’s commitment to the Dave Thomas Foundation for Adoption. Soon thereafter, the meeting was adjourned.

While the meeting maintained its decorum, no attendee could be blind to the concerns raised by the different voices. While I am disappointed that our resolution did not come to a vote this year, SGI remain committed to working with Wendy’s to improve their practices in the area of human rights.

As the saying goes, Rome was not built in a day. Even after a 40-year sojourn in the desert, the fact is that Moses never made it into the promised land, but he did see it before he died. Faith-based shareholders differ from day traders. We are in it for the long haul. We genuinely care about the companies we engage. We will bring items to their attention that may make company leadership uncomfortable. We do so, because we are committed to protecting people and the planet. We believe that the interests of the company, through the long haul, align with the interests of people and the planet.

The statement prepared for the 2019 Wendy’s shareholder meeting can be found here.

The surprisingly powerful voice of shareholders

By Mark Peters, Director of Justice, Peace and Reconciliation, Priests of the Sacred Heart, US Province, Member, SGI Board

How did I, someone who’s never been much into shopping and stores and has gotten his clothes from Kohl’s since junior high, find myself addressing the CEO, Board and a smattering of shareholders of Macy’s, Inc. in Cincinnati last month? It’s all thanks to a Capuchin priest who had the foresight to see how important corporations would become in the 21st Century.

Fr. Mike Crosby, OFM Cap, died two years ago, but he lives on in the work of Seventh Generation Interfaith Coalition for Responsible Investment. Fr. Mike recruited me back in 2014 and coached me through my first shareholder resolution, which was with TJX, the company that owns TJMaxx, Homegoods and Marshalls. We got 3% of the vote, a victory because you needed that much to bring it back the next year. That time we got under the next benchmark and that was the end of that campaign, though not of our continuing dialogue with TJX. Votes under 5% are not unusual in this line of work! We often plant seeds that don’t bear immediate fruit.

This year Chris Cox, Associate Director of SGI (along with Executive Director Frank Sherman, who was mentored by Mike), directed our resolution with Macy’s, requesting a report on their process for ensuring that no vendor is engaged in forced labor (their byzantine supply chains are the reason their clothes are so cheap and the company is so profitable). Chris consulted with experts in the drafting of the resolution and provided me with lots of material for the dialogue that the company agreed to after we filed. But ultimately the company would not agree to undertake the report, so we did not withdraw, as is sometimes done when a company does make a good faith beginning.

That’s what brought me to Cincinnati on May 17. Someone needed to be present to “move” the proposal, as the Board had made known it’s opposition to it and it would be dropped if no one spoke for it. However, Macy’s was stingier than most with the time they allot speakers, and we were told we had only one minute. So 800 miles driving and a hotel stay, all for the sake of 90 seconds (try and keep me to 60!) of opportunity to sway the votes of a mere handful of shareholders present at the (to me) surprisingly sparsely-attended AGM (annual general meeting) — all of whom, as it turned out, had apparently already voted their shares prior to the meeting.  So I was basically just talking to the board.

But in the end the shareholders spoke to them as well, because our proposal received 40% of the vote!  Chris and I were shocked, but very pleasantly so, as this ensures us a continued seat at the table with the company, and the very real chance of a win next year. Apparently investors are starting to care about human trafficking!

As often happens (and as someone else has done for us with this same proposal at the TJX AGM this week outside of Boston), we’d been asked to move another group’s proposal, this one on transparency on political contributions. I read their statement as well, and that proposal actually received 53% of the vote. I spoke to the Corporate Counsel afterward, and she said the company would likely implement the proposal because of that showing.

A number of other SGI members have had successful outings this proxy season, especially those working on climate change-related resolutions, which for most investors is now clearly a strong value. Now begins the work of readying ourselves for the next season!

Mark’s statement at the annual shareholder meeting can be found here.

Notes from the Boeing AGM

By Bro. Robert Wotypka, OFM, Cap.

The Province of Saint Joseph of the Capuchin Order, whose Corporate Responsibility agent I am, filed a shareholder resolution in November 2018 asking that Boeing disclose all its political and lobbying spending, as well as its membership in industry and trade associations. We picked up the mantle in the sixth year of this ask, noting that there was a slight but steady upward tick in support of the resolution, reaching 24% in the 2018 annual general shareholders’ meeting. I registered for the event, held 29 April at the Field Museum in Chicago, Boeing’s corporate HQ.

I took the train from Kenosha. I met my company minder, from their capital arm, and had some snacks, connecting with Sisters Barbara Jennings and Marge Clark before taking my seat in an auditorium that likely has seen more class trips than Timothy Leary in his professorial days.

Here are the highlights (as I see it) from my two-minute statement, with thanks to John Keenan of AFSCME for his expert research and prep:

Mark Hanna, a turn-of-the-20th century Senator from Ohio, said,There are two things that are important in politics. The first is money and I can’t remember what the second one is.” We move this resolution not because we are naïve but because we are not. And because we know that companies with a high reputational rank perform better financially than lower-ranked companies. Our company is in a legal and reputational crisis which underscores the need to embrace accountability and to be fully transparent with shareholders, including through disclosure of its lobbying activity. Fellow shareholders, this is not the time to support this resolution; members of the board, this is not the time to implement this resolution. This is past the time to vote in support of and to implement this resolution. We urge shareholders to vote FOR this proposal. Thank you.

I was too nervous to look at the clock, but I prepped and I am pretty sure I made it within the two-minute mark. The resolution received 32.6% of the vote. My sisters in the movement offered congratulations and helped me frame the result – that this means the resolution could be re-introduced next year. Our own Frank Sherman (ED of Seventh Generation), in a post-AGM briefing, explained what I knew only in theory but was now feeling in my bones: that mutual fund managers, who hold immense numbers of shares and thereby voting rights, rarely, almost never, vote against the recommendations of management. And Boeing management urged a NO not against our resolution, against the resolution separating the CEO from the Chairman of the Board of Directors, and against an ask to separate out the impact of share buy-backs from the movement of the stock price, which feeds into and distorts compensation plans. None tracked much more or less than the St. Joseph resolution. But my fellow activists said we ought to celebrate that 8% jump, and so I do, with you. The CEO struck me as well-scripted and immovable – qualities contrary to Gospel movements. There was a serious and challenging question about the processes and values that informed the rollout of the 737 MAX series. And again – a highly scripted and immovable response. There is more to come, to be sure.

One more free muffin, then back to the street where the recently liberated ice cap was still pouring down. I met some protesters on the sidewalk and we talked and commiserated, then a kind soul from the north side dropped me at Union Station, and back to Milwaukee. What do I carry with me? As follows: an AGM is much like a summit, or a pre-Pope Francis synod: the heavy lifting and the grunt work comes before the switching on of the mics and the lights and the summoning of the slides. And thanks to the work of ICCR, Seventh Generation, our co-filers and collaborators, there was much lifting and there was much grunting and the prep work, including filing an exempt solicitation, bore fruit. I stood on the shoulders of gentle giants.