Glossary

An annual report required by the U.S. Securities and Exchange Commission (SEC), that gives a comprehensive summary of a company’s performance. The 10-K includes information such as company history, organizational structure, executive compensation, equity, subsidiaries, and audited financial statements, among other information. 

Rule 14a-8 provides an opportunity for a shareholder owning a relatively small amount of a company’s securities to have his or her proposal placed alongside management’s proposals in the company’s proxy materials for presentation to a vote at an annual or special meeting of shareholders.

An annual general meeting (AGM) also known as the annual meeting of shareholders is a meeting that publicly-held companies are required to hold annually either in person or virtually. At AGMs, the board and management apprise shareholders of the past year’s performance and future plans, shareholders vote on proxy proposals, and at the end, shareholders are generally invited to ask questions or make short statements. 

A conversation, either in person or virtual, including corporate representatives, shareholders, and relevant stakeholders to discuss an issue of mutual concern. These discussions are often held under Chatham House confidentiality rules.

Any contact initiated by a shareholder to make progress with a company on an ESG matter is considered shareholder engagement, also called corporate engagement.

Coalition for Responsible Investment. A regional coalition of faith-based investors who are members of ICCR engaging portfolio companies on issues of common concern.

Corporate social responsibility. Many companies have staffed CSR departments and issue annual CSR or sustainability reports.

Environmental, Social, Governance. ESG is both a method of investing and a range of metrics used to assess company performance. Sustainable investing, responsible investing and socially responsible investing are all akin to ESG investing.

Free Prior and Informed Consent is the principle that a community has the right to give or withhold its consent to proposed projects that may affect the lands they customarily own, occupy or otherwise use. FPIC is now a key principle in international law and jurisprudence related to indigenous peoples.  See: Declaration of the Rights of Indigenous Peoples (UNDRIP). 

The Global Reporting Initiative is a nonprofit organization that promotes economic, environmental and social sustainability. GRI provides all companies and organizations with a comprehensive sustainability reporting framework that is widely used around the world.

Impact investing is an investing strategy that focuses on investing in companies that create measurable, positive change in the world in addition to generating a financial return.

An organization that invests its own assets or those it holds in trust for others. Examples of institutional investors include asset management companies (including mutual funds), pension systems including unions, religious organizations, foundations, academic institutions, insurance companies, banks, and state treasury offices. Institutional investors are distinct from retail or individual investors.

The collection of stocks held by an investor.

Key Performance Indicator: Quantifiable measurements used to gauge or compare performance in terms of meeting strategic and operational goals.

An ICCR member or investor who leads a resolution is called the ‘lead’ or ‘primary’ filer. Other investors may participate in the proposal by becoming a co-filer.

This statement is filed with the SEC by the board/management of publicly-held companies in advance of the AGM to solicit shareholder votes in favor of management proposals. Shareholder proposals that pass muster at the SEC are also included on the proxy statement to be voted on at the AGM.

A more fulsome argument in favor of a shareholder proposal intended to solicit the votes of other shareholders.

Shareholders are asked to vote their proxies on the slate of proposals put forward at portfolio companies prior to each AGM. Their ability to sway the vote depends on the amount of shares they control.

Shareholder resolutions are proposals submitted by shareholders for a vote at the company’s annual meeting. Typically, resolutions are opposed by the corporation’s management, hence the insistence on a vote. For publicly held corporations in the United States, the submission and handling of resolutions are regulated by the Securities and Exchange Commission (SEC).

• Challenge or “No Action”: Corporations can challenge shareholder resolutions on the basis of one or more grounds and these challenges are adjudicated by the SEC. A “No Action” request on behalf of a company petitions the SEC to permit the company to exclude a shareholder proposal from its proxy statement.
• Omitted: A resolution is considered “omitted” when the SEC gives a company permission to exclude a shareholder’s resolution from its proxy ballot.
• Withdrawal: When a company meets the main requests of a shareholder proposal, shareholders will often decide to withdraw the proposal prior to the AGM. Shareholder proponents generally consider a withdrawal a success.

ICCR’s proprietary database housing shareholder resolutions/proposals dating back to our inception in 1971. ShareEx is also an engagement hub for members where they can collaborate on engagements and measure progress against their objectives.