This Week in AGMs
This past and upcoming week in AGMs - what happened, what to look out for
Summary:
This past week: if you missed it, catch last week’s TWAGM here
Results from the Vote-No campaign at Procter & Gamble (PG) by descendants of P&G founders, as well as 3 shareholder proposals (anti-ESG proposal fails to receive 5% and UPC-related proposal receives >40% support); and
iRobot (IRBT) shareholders voted in support of Amazon (AMZN) acquisition (pay arrangement proposal sees moderate dissent)
This upcoming week:
Sovos Brands (SOVO) shareholders vote on whether to be acquired by Campbell Soup Company (CPB)
CACI International Inc. (CACI) disclosed that ISS has recommended shareholders vote against their Say-on-Pay proposal
This past week:
The descendant-led Vote-No campaign at P&G concerning deforestation and supply chain management may not have led to any failed director elections, but it likely contributed to a YoY decrease in support for three of the four targeted directors. The LID felt the largest impact, with his support dipping roughly 5%.
Chair-CEO Jon Moeller: virtually unchanged support (91%)
LID Joe Jimenez: from 97% to🔻92%
Angel Braly: from 91% to🔻90%
Patricia Woertz: from 90% to🔻88%
2023 P&G Shareholder Proposals:
Anti-ESG “Civil Rights Audit of Reverse Discrimination” shareholder proposal received 4% support (albeit low, it’s in fact higher than the 2.4% average seen thus far for such proposals in ‘23)
Annual Report on Operations in China (from same proponent as anti-ESG proposal above): 4.3%
Request to Require Shareholder Approval for Certain Future Amendments to Company Regulations (“Fair Elections”) shareholder proposal: **43% support**. (See and Myra Young’s UPC-related proposal directly below.)
iRobot shareholders voted on whether to be acquired by Amazon: The merger vote itself may have never been in doubt, but the regulatory uncertainty (discussed in last week’s TWAGM) may linger. Shareholders overwhelmingly supported the proposed merger, while ~25% of investors found the related compensation arrangements to be unfavorable.
This upcoming week: a tad dull, but it’s October
Sovos Brands shareholders will vote on whether to be acquired by Campbell Soup Company on Monday morning. Last Tuesday, Sovos disclosed numerous shareholder lawsuits and demand letters they’ve received since filing their proxy. Provided themes throughout the shareholders’ concerns, and “… in order to moot these disclosure claims, avoid distraction and possible expense and business delays, and provide additional information to its stockholders, Sovos has determined voluntarily to supplement certain disclosures in the Definitive Proxy Statement related to the aforementioned claims with the supplemental disclosures.” Find supplemental disclosure here.
Sovos brands, by the way, include:
CACI International Inc. disclosed last Tuesday that ISS has recommended shareholders vote against their Say-on-Pay. The company filed their rebuttal letter to ISS here.
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