2025 Proxy Voting for Equity

The investment community increasingly recognizes inequality as a systemic risk that harms the economy, the capital markets, and long-term and sustainable value creation. In the 2025 proxy season, fiduciaries will cast votes on a range of proposals that seek to mitigate the risks associated with inequality and systemic racism. For more on proxy voting related to inequality and systemic racism, see Majority Action’s Equity in the Boardroom 2024.

Majority Action will update this list as proxy statements are released and proposals make their way through the no-action and/or settlement process.

Note: These vote guides are best viewed on a desktop or laptop and not on a mobile device.

CEO Pay Ratio PROPOSALS

Exorbitant CEO pay and high levels of intra-firm inequality are an important driver of income inequality. Between 1978 and 2023, realized CEO compensation increased 1,085%, while worker compensation increased just 24%. Growth in CEO pay has also far outpaced shareholder returns over the past thirty years. Large pay disparities between executives and workers damage long-term shareholder value by signaling a “winner-take-all” philosophy, contributing to human capital management risk, and reducing reinvestment of corporate profits into value-creating initiatives.

The Dodd-Frank Act requires that publicly traded companies disclose the ratio of CEO compensation to the median compensation compensation of their employees. Management expert Peter Drucker famously argued that the ideal CEO pay ratio is 20:1, and that exceeding this threshold would foster employee resentment and impact worker morale. Yet in 2023, the median CEO pay ratio for S&P 500 companies was 196:1 — with only 9 companies reporting ratios less than 20:1. Intra-firm inequality is especially high in the consumer discretionary and consumer staples sectors, where the median CEO pay ratio is 426:1 and 319:1, respectively

Majority Action recommends that investors vote against say-on-pay proposals at S&P 500 companies where the CEO pay ratio is grossly out-of-step with the rest of the Index, as defined by the IQR method of identifying outliers. The companies below all report a CEO pay ratio above 607:1. 

Company Median Employee Compensation Pay Ratio AGM Date / Expected AGM Date Vote Recommendation
1 Starbucks Corp. $14,674 6,666 3/12/2025 Vote AGAINST Item 2: Advisory vote on compensation paid to our named executive officers ("say-on-pay")
2 Carnival Corp. $16,854 1,398 4/16/2025 Vote AGAINST Item 12: Advisory (non-binding) vote to approve executive compensation
3 Aptiv PLC $9,052 2,072 4/23/2025 Vote AGAINST Item 12: Advisory vote to approve executive compensation
4 Coca Cola Co. $14,144 1,980 4/30/2025 Vote AGAINST Item 2: Advisory vote to approve executive compensation
5 Yum Brands Inc. $17,160 1,440 5/15/2025 Vote AGAINST Item 3: Advisory vote on executive compensation
6 ON Semiconductor Corp. $15,580 1,998 5/15/2025 Vote AGAINST Item 2: Advisory (non-binding) resolution to approve the compensation of our named executive officers
7 Amphenol Corp. $17,712 969 5/15/2025 Vote AGAINST Item 3: Advisory vote to approve compensation of named executive officers
8 McDonalds Corp. $17,492 1,014 5/20/2025 Vote AGAINST Item 2: Advisory vote to approve executive compensation
9 Ross Stores, Inc. $9,602 1,770 5/21/2025 Vote AGAINST Item 2: Advisory vote to approve the resolution on the compensation of the named executive officers
10 Mondelez International, Inc. $33,948 657 5/21/2025 Vote AGAINST Item 2: Advisory vote to approve executive compensation
11 Royal Caribbean Cruises Ltd. $18,799 1,037 5/28/2025 Vote AGAINST Item 2: Advisory vote to approve the compensation of our named executive officers
12 Williams Sonoma Inc. $27,421* 864* End of May Vote AGAINST Say-On-Pay Proposal
13 Lululemon Athletica Inc. $19,518* 845* Early June Vote AGAINST Say-On-Pay Proposal
14 Chipotle Mexican Grill Inc. $16,595* 1,354* Early June Vote AGAINST Say-On-Pay Proposal
15 Tjx Companies Inc. $14,857* 1,496* Early June Vote AGAINST Say-On-Pay Proposal
16 Walmart Inc. $27,642* 976* Early June Vote AGAINST Say-On-Pay Proposal
17 Ulta Beauty, Inc. $13,193* 960* Mid-June Vote AGAINST Say-On-Pay Proposal
18 Target Corp. $26,696* 719* Mid-June Vote AGAINST Say-On-Pay Proposal
Note: *Indicates 2023 statistics. These will be updated to reflect 2024 statistics as proxy statements are released.

FREEDOM OF ASSOCIATION & COLLECTIVE BARGAINING PROPOSALS

Freedom of association and collective bargaining play a critical role in addressing inequality and systemic racism. Labor unions help to reduce entrenched disparities in wages, health, and financial security by promoting egalitarian compensation practices, improving working conditions, and generating spillover effects that raise standards for non-union workers. Supporting workers’ right to organize is also aligned with enhancing firm performance and long-term shareholder value. Unions improve employee retention, increase productivity, decrease turnover, and enable companies to better weather economic shocks. 

Company Recommended Action
1 Amazon.com, Inc. Vote FOR the proposal regarding company adherence to corporate commitment to the rights to freedom of association and collective bargaining
2 Delta Air Lines, Inc. Vote FOR the proposal regarding a non-interference policy upholding the rights to freedom of association and collective bargaining
3 Mondelez International, Inc. Vote FOR the proposal regarding ensuring compliance with the company’s supplier and partner code of conduct for the rights to freedom of association and collective bargaining
4 Nexstar Media Group Vote FOR the proposal regarding respect for the rights to freedom of association and collective bargaining
5 Skywest, Inc. Vote FOR the proposal regarding a non-interference policy upholding the rights to freedom of association and collective bargaining
6 Tesla Inc. Vote FOR the proposal regarding a non-interference policy upholding the rights to freedom of association and collective bargaining
7 Warrior Met Coal Inc. Vote FOR the proposal regarding respect for the rights to freedom of association and collective bargaining

WORKER SAFETY PROPOSALS

Workplace injury and illness are a significant, if underacknowledged, contributor to health disparities and socioeconomic inequality. Workplace safety incidents have deleterious effects on income and labor force participation, making it difficult for workers to achieve and maintain financial security. Unsafe working conditions also exacerbate existing labor market inequalities, as the most dangerous jobs are held by low-wage workers who are disproportionately undocumented, immigrants, and people of color. The Occupational Safety and Health Administration estimates that workplace injuries cost businesses billions annually in medical expenses, legal fees, and lost productivity.

Company Recommended Action
1 Amazon.com, Inc. Vote FOR the proposal regarding an independent audit of working conditions for warehouse workers
2 Kroger Co. Vote FOR the proposal regarding an audit of company policies and practices on worker safety
3 McDonald's Corp. Vote FOR the proposal regarding an audit of company policies and practices on worker safety
4 Restaurant Brands International Vote FOR the proposal regarding an audit of company policies and practices on worker safety
5 Walmart Stores, Inc. Vote FOR the proposal regarding a report on company governance measures related to workplace health and safety
6 Yum! Brands, Inc. Vote FOR the proposal regarding an audit of company policies and practices on worker safety

RACIAL & GENDER EQUITY IN THE WORKPLACE PROPOSALS

Workplace racial and gender inequities play a foundational role in driving socio-economic and health inequalities. Occupational segregation, barriers to education, and discriminatory employment practices have locked people of color into lower paying, more dangerous, and more precarious jobs, institutionalizing racial disparities in wages, benefits, working conditions, and upward mobility. Today, Black women only earn 66.5 cents for every dollar earned by a white man, while Latina women earn only 57.8 cents. Recent legal decisions, firings of EEOC commissioners, closures of federal civil rights offices, and repeals of federal civil rights laws make it easier for harmful corporate actors to get away with discriminatory practices. Discriminatory pay practices, inequitable promotion pathways, and failure to address workplace harassment contribute to turnover, litigation, and decreased productivity—all of which undermine shareholder value. Shareholder proposals calling for enhanced pay gap disclosures, racial equity audits, and comprehensive diversity, equity and inclusion practices offer investors a tool to mitigate these risks. 

Racial Equity Audits

Company Recommended Action
1 Bank of Nova Scotia Vote FOR the proposal regarding a third-party racial equity audit
2 Boeing Company Vote FOR the proposal regarding a civil rights audit
3 Deere & Company Vote FOR the proposal regarding a civil rights audit
4 Lowes Vote FOR the proposal regarding a civil rights audit
5 MasterCard Incorporated Vote FOR the proposal regarding a third-party racial equity audit
6 PepsiCo, Inc. Vote FOR the proposal regarding a third-party racial equity audit
7 Walmart Stores, Inc. Vote FOR the proposal regarding a third-party racial equity audit

Environmental Justice

Company Recommended Action
1 NextEra Energy Vote FOR the proposal regarding a third-party environmental justice audit
2 Sempra Energy Vote FOR the proposal regarding an environmental justice report

Rollbacks of Diversity Policies and Practices

Company Recommended Action
1 Ford Motor Company Vote FOR the proposal regarding research undertaken before recent changes to diversity policies and practices
2 Harley-Davidson Inc. Vote FOR the proposal regarding research undertaken before recent changes to diversity policies and practices
3 Meta (Facebook Inc.) Vote FOR the proposal regarding policies and practices combating hate on company platforms and services
4 Tractor Supply Company Vote FOR the proposal regarding research undertaken before recent changes to diversity policies and practices

Workplace Equity Efforts

Company Recommended Action
1 Advance Auto Parts, Inc. Vote FOR the proposal regarding the effectiveness of the company’s efforts to create a meritocratic workplace
2 Align Technology Inc. Vote FOR the proposal regarding the effectiveness of the company’s diversity, equity and inclusion efforts
3 Arch Capital Group, Ltd. Vote FOR the proposal regarding workforce diversity disclosure
4 AutoNation, Inc. Vote FOR the proposal regarding the effectiveness of the company’s efforts to create a meritocratic workplace
5 Berkley (W. R.) Corporation Vote FOR the proposal regarding workforce diversity disclosure
6 Berkshire Hathaway Inc. Vote FOR the proposal regarding board oversight of diversity strategy
7 Best Buy Co., Inc. Vote FOR the proposal regarding company efforts to prevent harassment and discrimination based on gender identity and sexual orientation
8 Deere & Company Vote FOR the proposal regarding the effectiveness of the company’s efforts to create a meritocratic workplace
9 Elevance Health Vote FOR the proposal regarding the effectiveness of the company’s efforts to create a meritocratic workplace
10 Genuine Parts Company Vote FOR the proposal regarding the effectiveness of the company’s diversity, equity and inclusion efforts
11 Goodyear Tire & Rubber Co. Vote FOR the proposal regarding the effectiveness of the company’s efforts to create a meritocratic workplace
12 Las Vegas Sands Corp. Vote FOR the proposal regarding the effectiveness of the company’s efforts to create a meritocratic workplace
13 Lowes Vote FOR the proposal regarding company efforts to prevent harassment and discrimination based on gender identity and sexual orientation
14 Pilgrim's Pride Corp Vote FOR the proposal regarding the effectiveness of the company’s diversity, equity and inclusion efforts
15 Smith (A.O.) Corporation Vote FOR the proposal regarding alignment of company hiring processes with company diversity commitments
16 Tractor Supply Company Vote FOR the proposal regarding company efforts to prevent harassment and discrimination based on gender identity and sexual orientation

FUTURE OF WORK PROPOSALS

The future of work is facing major disruptions, chief among them the transition to a net-zero economy and technological innovation in the form of artificial intelligence (AI). The transition to net zero is predicted to displace 187 million jobs and create 202 million jobs by 2050.  Researchers at OpenAI and the University of Pennsylvania estimate that approximately 80% of U.S. workers could have at least 10% of their work tasks affected by the introduction of large-language models. These trends in the future of work have the potential to either alleviate or exacerbate inequality and systemic racism. To mitigate inequality and ensure that the gains of the energy transition and artificial intelligence are equitably distributed, companies must undertake these developments in ways that enhance rather than erode job quality, economic opportunity, operational resilience, and sustainable value creation.

 
 
Company Recommended Action
1 Amazon.com, Inc. Vote FOR the proposal regarding oversight of human rights risks associated with artificial intelligence
2 J.P. Morgan Chase & Co. Vote FOR the proposal regarding risks and opportunities related to social impacts of company transition finance
3 State Street Corporation Vote FOR the proposal regarding transition of workers and fairness to communities in transition finance

CORPORATE POLITICAL TRANSPARENCY PROPOSALS

Corporate political and regulatory capture exacerbates inequality and systemic racism. Corporate lobbying has played a key role in blocking and diluting regulations related to environmental and consumer protection, raising the minimum wage, and bolstering occupational health and safety. While political rent-seeking in the form of election spending or lobbying may help one company, it can cause externalities for other companies, taxpayers, consumers, and workers – ultimately hampering long-term and sustainable economic value creation and growth.

 
 
Company Recommended Action
1 AbbVie Vote FOR the proposal regarding lobbying policy, payments, membership and governance
2 FirstEnergy Corporation Vote FOR the proposal regarding lobbying policy, payments, membership and governance
3 General Dynamics Corporation Vote FOR the proposal regarding lobbying policy, payments, membership and governance
4 General Motors Corp. Vote FOR the proposal regarding lobbying policy, payments and governance
5 MasterCard Inc. Vote FOR the proposal regarding lobbying policy, payments and governance
6 McDonald's Corp. Vote FOR the proposal regarding lobbying policy, payments and governance
7 Tesla Inc. Vote FOR the proposal regarding campaign influence policies and expenditures