In the world of Corporate America and engagement and communication with shareholders who bring proposals for annual meetings, some companies are sleazier and more adversarial than others.
In NLPC’s experience, two of the biggest offenders on this count are also two of the most “woke:” Coca-Cola and Disney. Sure, we’ve been critical a-plenty with both, but so have we with several other corporations — most others still talk to us at least. These two don’t (Disney did once a couple of years ago, begrudgingly).
Last year we pointed out how each company (Starbucks also) published deceptive representations of our shareholder proposals in their proxy statements, which are supposed to help investors navigate the voting items on their proxy ballots and understand what proponents are asking for. These distortions were the subjects of complaints we filed with the Securities and Exchange Commission.
Rather than get into a complex explanation of the nature of both companies’ offenses, as I did last year, I will try to simplify it for readers this time.
Disney:
On the 2024 and 2025 proxy statements, the company numbered management’s proposals (“Proposal 1,” “Proposal 2,” etc.), while shareholders’ proposals merely said “Proposal”, without numbers. Additionally, each individual management proposal is shown, numbered, in the Table of Contents in the 2025 and 2026 proxy statements, while shareholder proposals are lumped together in that space without individual enumeration.
Management’s intent: “Here are the proposals we want you to vote for by number and specific page, for easy locating. We don’t care if you can find shareholders’ proposals, because we don’t want you to vote for them.”
Also, while NLPC’s proposal in 2025 was excluded from the proxy statement with the approval of the SEC, in 2024 Disney distorted the name of the proposal we submitted on both the proxy statement and proxy ballot:
NLPC’s title: “Gender-Based Compensation Gaps and Associated Risks”
Title Disney published: “Report on Gender Transitioning Compensation and Benefits”
With many voters (unfortunately) casting their ballots without reading the texts of the proposals or supplemental materials, the title change deceived. NLPC’s title, with “gaps” and “risks” of concern, is watered down by Disney’s version, which was made to sound like it was supportive of gender transitioning procedures and surgeries.
It was anything but that. Next…
Coca-Cola:
NLPC’s 2025 Proposal Title: “Revisit DEI Goals in Executive Pay Incentives”
Title that Coca-Cola published in its proxy statement (Page 97) and on the voting card: “Shareowner Proposal Regarding DEI Goals in Executive Pay”
Voila! No “Revisiting” needed! Coca-Cola turned an anti-DEI title into a pro-DEI title. Woke-a-Cola indeed!
NLPC’s 2026 Proposal Title: “Report on Objective Evaluation of Plastics Packaging Policies”
Title that Coca-Cola published in its proxy statement (Page 91) and on the voting card: “Shareholder Proposal Requesting a Report Evaluating the Company’s Plastics Packaging Policies”
“Objectivity” erased! This could be a pro-plastics pollution paranoia proposal, or an anti-one. Who cares? Woke-a-Cola definitely does not, and wants all voting shareowners to be totally in the dark!
Lastly, for NLPC’s 2025 proposal, Coca-Cola in the proxy statement told its investors that they should vote “against” the resolution because the company claimed it had already “substantially implemented” the proposal — an excuse its legal department gave the SEC also, in an effort to try to get our proposal excluded. The SEC responded clearly that it “did not concur” that the company “substantially implemented the proposal” — thus deceiving shareowners. We explained this last year in our complaint and at Coca-Cola’s annual meeting.
Worse, we politely informed Coca-Cola’s Senior Legal Counsel Jane Kamenz about the “materially misleading” approach they were taking, and she told me — in a polite way — to go pound sand!
The company is such a strong believer in this approach that they repeated the behavior this year.
(Image above created via Grok AI).
