← Accountability in the Boardroom 2025

Endnotes

← Accountability in the Boardroom 2025

Endnotes

¹ Gorman, Steve. “Study Attributes 440 “Excess Deaths” to January’s Los Angeles Wildfires.” Reuters, 7 Aug. 2025, www.reuters.com/sustainability/climate-energy/study-attributes-440-excess-deaths-januarys-los-angeles-wildfires-2025-08-07/  

² “In Depth: Los Angeles Wildfires - Implications for Casualty Insurers.” Moodys.com, Moody’s, 27 June 2025, www.moodys.com/web/en/us/insights/insurance/in-depth-la-wildfires-implications-for-casualty-insurers.html

³ Fassler, Joe . “These 15 Coal Plants Would Have Retired. Then Came AI and Trump.” https://www.desmog.com/2025/12/12/15-Coal-Plant-Retirements-Delayed-Ai-Data-Centers-Trump-Doe-Orders/, DeSmog Blog, 12 Dec. 2025ml.

⁴ Bull, Alister. “Stiglitz Declares an “Inequality Emergency” in G-20 Report.” Bloomberg.com, Bloomberg, 4 Nov. 2025, www.bloomberg.com/news/articles/2025-11-04/stiglitz-declares-an-inequality-emergency-in-g-20-report.

⁵Because most asset managers do not provide rationales for their votes, we cannot deduce that their votes against responsible directors were cast for climate-related reasons. However, Majority Action knows through our engagements with investors that many asset managers and pension funds refer to our climate director voting guide when casting director votes. 

⁶ Quigley, Ellen, Universal Ownership in the Anthropocene (May 13, 2019); https://ssrn.com/abstract=3457205 p. 1

⁷Blackrock; 2022 proxy statement; https://s24.q4cdn.com/856567660/files/doc_financials/2022/ar/2022-Proxy-Statement_vF.pdf

⁸Quigley, Ellen, Universal Ownership in Practice: A Guide to Systemic Stewardship (May 28, 2020); https://ssrn.com/abstract=3638217 p. 14

⁹Kelly et al., Unhedgeable Risk: How Climate Change Sentiment Impacts Investment, Cambridge Centre for Risk Studies, 2015, https://www.jbs. cam.ac.uk/wp-content/uploads/2020/08/crs-unhedgeable-risk.pdf p 2

¹⁰ In 2024, ExxonMobil sued two of its own shareholders seeking to exclude a climate-related shareholder proposal. The lawsuit was widely seen as an aggressive and preemptive attempt to prevent shareholders from submitting future proposals. In May 2025, Texas passed a new law that could drastically raise the requirements for investors to submit a shareholder proposal. The Texas law, designed to attract more companies to incorporate in the state, permits firms to adopt a bylaw that requires shareholders to own at least $1 million in market value or three percent of voting shares in order to submit a shareholder proposal. In November 2025, the SEC announced that in the upcoming proxy season, it would not issue determinations on companies’ requests to exclude shareholder proposals from their proxy statements unless the company claims the proposal is an improper subject for action by shareholders under state law. This effectively empowers corporations to decide which proposals deserve a vote. This announcement followed a controversial speech from SEC Chairman Paul Atkins wherein he referred approvingly to a novel interpretation of Delaware state law advanced in a forthcoming law review article, which argued that Delaware law did not recognize precatory or non-binding proposals.

¹¹World Business Council for Sustainable Development. Tackling Inequality: An Agenda for Business Action Powered; 2023; https://tacklinginequality.org/files/flagship.pdf; p.28

¹²AP7, Universal Ownership: Systems Thinking for Asset Owners, October 16, 2025; Naila Karamally and Nicholas Franco, Redefining Fiduciary Duty: Climate Risk, Stewardship, and the Transition Imperative, Center for Climate and Energy Solutions, August 2025.

¹³Paul S. Atkins, “Keynote Address at the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala,” U.S. Securities and Exchange Commission, October 9, 2025.

¹⁴See for example Dieter Holger, “More Investors Vote Against Corporate Directors Over Climate Change,” Wall Street Journal, July 21, 2022.

¹⁵For more insight into Majority Action’s methodology for determining responsible directors, see our briefing on Director Voting and our recent exempt solicitation at Wells Fargo. 

¹⁶Because most asset managers do not provide rationales for their votes, we cannot deduce that their votes against responsible directors were cast for climate-related reasons. However, Majority Action knows through our engagements with investors that many asset managers and pension funds refer to our climate director voting guide when casting director votes.  

¹⁷Asset managers have incorporated similar rules-based thresholds to force companies to diversify their boards (e.g. vote against the chair of the compensation committee if the board has fewer than 20% diverse directors). 

¹⁸Amit Batish et al., “Failed Say on Pay: How Do Companies Course Correct after to a ‘No’ Vote?” Rock Center for Corporate Governance at Stanford, working paper no. CL108, October 14, 2024.

¹⁹Similar to climate director votes, we cannot deduce that funds’ votes against say-on-pay votes were motivated by dissatisfaction with the CEO pay ratio. As we mentioned earlier, say-on-pay no-votes are typically driven by objections to the structure of the CEO compensation package. However, it is likely that companies with extreme executive-to-worker pay disparities also have problematic executive compensation practices linked to weak governance.

²⁰Kate Rogers and Amelia Lucas, “Starbucks workers union launches strike in more than 40 cities on chain’s key holiday sales day,” CNBC, November 13, 2025.

²¹Unit investment trusts do not have N-PX reporting obligations.

²²Under SEC regulations, public pension funds that exercise investment discretion over $100 million in US-listed equity securities must disclose compensation-related votes, including say-on-pay proposals.

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07. Appendix B: Data Universe