Shareholder Resolutions: ESG dominates the debate
March 19, 2025
Daniel Kehoe and Caoimhe Taylor
ESG proposals have once again been at the forefront of shareholder resolutions as we enter the second half of March. Looking towards the upcoming AGMs, we can see that Walt Disney Company in the US and Swedbank AB, Svenska Handelsbanken AB, Skandinaviska Enskilda Banken AB, Nordea Bank, and AP Møller-Maersk AS in Europe have all received significant shareholder proposals relating to key ESG topics such as sustainability, digital security, diversity and discrimination.
As the international impact of the Trump administration’s rulings on DEI, climate change, and ESG continues to come into force, the proposals from shareholder activists can highlight the concerns of shareholders as well as those looking to bring companies in-line with new standards and expectations. And while the US is the traditional battle ground for shareholder resolutions, it’s the Nordic countries that standout in terms of shareholder proposals as we approach the second half of March and the first day of April. Swedbank AB (26 March 2025), Svenska Handelsbanken AB (26 March 2025) and Skandinaviska Enskilda Banken AB (1 April 2025) have all received similar proposals from Carl Axel Bruno, a well-known Swedish activist.
These proposals all focus on enhancing security and issuance procedures regarding Bank ID which are critical components for secure digital identification.
Nordea Bank (Finland) has received a proposal requesting them to amend their Articles of Association to ensure the Bank does not provide fossil fuel financing to companies that lack a credible transition plan in line with the Paris Agreement. A.P. Møller-Maersk A/S (Denmark) (18 March 2025) received a proposal requesting the company to report to shareholders their human rights due diligence efforts. AP Møller also received a proposal from Frank Aaen regarding the transportation of arms.
Table 1: Carl Axel Bruno’s Number of Proposals (2021-2025)
In the US, on 20 March 2025, Walt Disney will hold its AGM, with three shareholder resolutions set to be voted on. These include two ‘shadow’ proposals, wherein there is a political motive behind the resolution, often presented by conservative or right-wing organisations (also known as anti-ESG organisations).
In this case, the two shadow proposals are: a) to reconsider the Company’s participation in the Human Rights Campaign (HRC) Corporate Equality Index, and b) to disclose a report on how the Company oversees risks relating to discrimination against ad buyers and sellers due to their political or religious beliefs. The former was proposed by the National Center for Public Policy Research, a notable proponent of anti-ES shadow resolutions.
As shown by the table below, anti-ESG proposals are frequent at the Walt Disney Company’s AGMs, with at least 2 anti-ESG resolutions being presented every year since 2022.
Table 2: The Walt Disney Company Shareholder Proposals (2021-2025)
The first proposal argues that inclusion in the HRC Index, which benchmarks corporate policies, practices, and benefits pertinent to LGBQT+ employees, is divisive, and even harmful to women and children, and thus detrimental to shareholder value.
This is a growing area of publicity in the US, as the ‘bathroom debate’ and continued belief that transgender or gender-nonconforming individuals are harmful can be demonstrated by the Executive Order signed by Trump in January, legally recognising only two genders according to the sex assigned at birth.
The second proposal, from Dana Tuggle on behalf of another notable anti-ESG organisation Bowyer Research, is one that has been presented frequently in the US, highlighting the concerns held by anti-ESG proponents regarding freedom of speech and the impact of potential ‘discrimination’ against those with conservative perspectives.
This proposal notes that the Company’s co-operation with the Global Alliance for Responsible Media, which seeks to address hate speech on media platforms, amounts to discrimination against those with conservative viewpoints, such as Elon Musk. Again, this is indicative of the impact of the Trump administration, who, just days before Walt Disney Company’s AGM, noted that attempts to boycott Elon Musk’s companies were ‘illegal’ and meant to ‘attack and harm’ Musk.
The presence of this second proposal at Walt Disney Company and the concerns about discrimination against conservative viewpoints can also be reflected in a resolution presented to International Business Machines Corp.
This proposal has been put forward by The Heritage Foundation, another notable anti-ESG proponent, and requests that IBM issue a report on how DEI hiring practices can discriminate against individuals based on protected characteristics.
Although resolutions of this nature from noted anti-ESG proponents have not been uncommon in previous years, the specific mention of DEI in this resolution should come as no surprise as the Trump administration continues to work against DEI programmes in the US.
In regard to the third Walt Disney Company proposal, As You Sow has presented an ESG proposal requesting that the Company disclose the risks to retirement plans and their beneficiaries due to climate change investments.
While this has been a common proposal from As You Sow and other proponents over the 2024 and now 2025 AGM seasons, it has never been proposed to Walt Disney Company before. This resolution raises concerns with the investment of retirement plans into companies and activities with high greenhouse gas emissions and negative environmental impacts, as this can decrease the value of retirement investments, particularly for younger employees.
This proposal demonstrates the concerns held by shareholders regarding the ongoing impact of climate change and how it may be exacerbated by corporate investments; not only this, the Trump administration’s declaration of climate change as a ‘hoax’ and overall movement away from sustainability measures means that there is increased anxiety from ESG-conscious shareholders about the impact on corporate activities.
In the US, it is also worth noting that MSCI Inc has filed a no-action request regarding a proposal from the National Center for Public Policy Research, asking that the Company remove ‘anti-Israel bias from its ESG ratings criteria’. The Company maintains that such request is in relation to ordinary business operations as it falls under risk management, and so would not be appropriate to put up for shareholder vote.
MSCI also noted the ‘vague’ nature of the proposal, as it does not give a defined meaning of ‘anti-Israel bias’ and so would not be able to consider how to implement such a request. While the nature of no-action requests means that the Company is not required to present this for shareholder approval, the proposal itself demonstrates shareholders’ ongoing attention on the conflict in Gaza.
Elsewhere, E-Mart Co Ltd of South Korea faces two shareholder proposals regarding the company’s value-up plan. These proposals are requesting the company to offer redisclosures of the plan and then provide quarterly updates on its progress. In short, the plan is essentially a strategy which should see the company’s value increase while further making the company’s stock more attractive to investors.
Looking ahead it will be intriguing to observe the shareholder response to Carl Axel Bruno’s proposals at Swedbank AB, Svenska Handelsbanken AB and Skandinaviska Enskilda Banken AB. Bruno’s proposals have historically had mixed responses but in general do not often appear to be received favourably, and so it will be worth checking future Minerva blogs to find out how these proposals were received.
Furthermore, it will also be interesting to continue to observe the changing US landscape and observe if there is a shift in voting results at companies such as Walt Disney who, like many other companies, received very low votes in favour for the anti-ESG proposals at their 2024 AGM – all under 3% – and received significant support for their standard proposals at approximately 30%.
Check back at the end of March 2025 for the next shareholder proposal blog post which will evaluate developments from early April. The blog will include proposals from an array of Canadian Banks: Canadian Imperial Bank of Commerce, Bank of Nova Scotia, Royal Bank of Canada, Toronto-Dominion Bank and Bank of Montreal, as well as proposals at some US meetings including US Bancorp, Lennar Corp and Hewlett Packard Enterprise Co.
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Last Updated: 19 March 2025