Two prominent and influential proxy advisory firms are urging Tesla Inc. investors to vote against the reelection of two board directors, and are recommending they defy the company’s wishes and vote for six out of eight shareholder proposals.
is facing several employee-related controversies and is caught up in the glare of the spotlight on Chief Executive Elon Musk as he fights to get out of the deal he made to buy Twitter Inc.
The electric-car maker is holding its general annual meeting Thursday afternoon, and some of the shareholder proposals are targeted at issues that the controversies have highlighted.
Glass Lewis & Co. and Institutional Shareholder Services (ISS) are both asking investors to target Tesla’s board, which has previously been a focus of the Securities and Exchange Commission — Musk stepped down as chairman and Tesla added independent directors as part of an earlier settlement with Tesla and its CEO. Tesla is asking investors to re-elect Ira Ehrenpreis and Kathleen Wilson-Thompson this year, but ISS and Glass Lewis are recommending against their reelection because as members of the company’s nominating and governance committee, they did not implement a shareholder proposal that a majority of Tesla’s shareholders approved last year.
The successful proposal asked to declassify the board — reorganize all board members to one class, with each director subject to election every year. Instead, Tesla is proposing that the term a director serves be reduced from three years to two years, instead of one.
“If our stockholders approve Proposal Two at the 2022 Annual Meeting, the Board will thereafter be divided into two classes with staggered two-year terms, with directors distributed as equally between them as is possible,” Tesla said in its proxy.
Glass Lewis and ISS called that response insufficient, noting in their proxy research papers that Tesla did not address the shareholder vote on declassification and does not provide a reason why it is disregarding the will of the majority of its investors.
“We believe this is a failure on the part of the nominating and corporate governance committee to fulfill its obligations to shareholders,” Glass Lewis said in its report.
In opposition to Tesla’s recommendation for votes against all eight shareholder proposals, Glass Lewis and ISS are urging yes votes on six of them:
- Shareholder proxy access
- Annual reporting on antiharassment and discrimination efforts
- Reporting on employee arbitration
- Reporting on lobbying
- Adoption of a policy on freedom of association and collective bargaining
- Additional reporting on water risk
The resolution calling for an annual report on antiharassment and discrimination efforts, submitted by New York’s State Comptroller, comes as Tesla is facing multiple employee and shareholder lawsuits alleging discrimination. Tesla said in its proxy that it does not tolerate “discrimination, harassment, retaliation or any mistreatment of employees in the workplace or work-related situations.”
Glass Lewis notes in its proxy report that Tesla has faced “more than 40 lawsuits from former and current employees alleging that it fosters a sexist and racist work culture” in the past five years. It also noted that Musk is facing allegations that he sexually harassed an employee of SpaceX, where he also serves as CEO.
“We believe that a failure to adequately address issues related to human capital management, including those discussed in this proposal, can result in significant adverse impacts on companies and their shareholders,” Glass Lewis said.
ISS said Tesla currently is facing at least seven sexual-harassment harassment lawsuits, as well as racial-discrimination accusations that include a lawsuit by the California Department of Fair Housing and Employment and an investigation by the Equal Employment Opportunity Commission.
“Investors would benefit from additional information to understand how the company is managing and mitigating associated risks,” ISS said in its proxy report.
Both advisory firms cited the employment-related claims against Tesla in recommending that investors also vote yes on a proposal, submitted by Nia Impact Capital for the third time, to report on the impact of the company’s mandatory-arbitration policies. In its proxy, Tesla said its “standard arbitration provision specifically states that the parties are entitled to all remedies available in a court of law.”
Another employee-related shareholder proposal supported by Glass Lewis and ISS calls for Tesla to adopt a policy on freedom of association and collective bargaining. Such a policy would codify unions’ right to organize at the company, where they have so far been unsuccessful.
The company has a documented record of behavior discouraging unionization. In one example, the National Labor Relations Board has found Tesla engaged in antiunion behavior, including the firing of an employee over union activity. In addition, a judge found a few years ago that Musk’s tweets regarding unionization violated labor laws.
Tesla said in its proxy: “We comply with all applicable local laws related to freedom of association and collective bargaining, and respect internationally recognized human rights in all the areas we operate.”
In a notice of exempt solicitation in support of the proposal, the Shareholder Association for Research & Education said: “Compliance with local law does not equate to respect for freedom of association, as many U.S. states and jurisdictions limit workers’ ability to exercise these rights.”
“Given its operations and the significant controversies regarding its labor practices, we believe adoption of the requested policy would benefit shareholders and ensure important protections for the Company’s employees,” Glass Lewis wrote.
Tesla has not returned a request for comment.
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