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Shareholder Resolution Filing at Swarthmore College

By Morgan Simon

Submitted Fall 2008


As a freshman at Swarthmore College, I joined the committee on investor responsibility, charged with voting the school’s proxy statements and not much else at the time. The nice thing about young people is we think we can do anything, regardless of whether or not it is realistic—and so I suggested to the students, why couldn’t we file our own resolutions?

Since REC didn’t exist yet back in 2001, I went to the Interfaith Center on Corporate Responsibility for support and guidance, and found that in fact with just $2,000 we could file a resolution and hopefully be able to better wield our influence as an investor.

The next step was to find a company and an issue. The student members of the committee reviewed the school’s past voting records to find an non-contentious issue. We found that sexual orientation discrimination was one where we had agreed unanimously year after year, given the school’s strong commitment to queer rights (Swarthmore even ensures there is at least one gender-neutral bathroom per building). Also, this was an issue where the economic evidence was indisputable—why would you cut out 10% of your potential applicant pool for a position? While schools as social institutions don’t have to advocate for corporate change solely from a financial perspective, let’s just say it doesn’t hurt to have social and economic arguments in alignment when talking to trustees.

We then cross-checked our holdings with Fortune 100 companies without sexual orientation policies, and came up with Lockheed as the company with the greatest name recognition and potential to shift its industry (not to mention influence US military practices). Of course this brings up the question of whether or not Swarthmore, a school with Quaker roots, should be invested in military manufacturers altogether…but our idea was to at least establish a precedent for filing shareholder resolutions which could improve the lives of workers, and keep the militarization question on the table for later.

We then reached out to GLOBAL—Gay, Lesbian Or Bisexual at Lockheed—to ensure the timing of our work would support theirs. With their support, we then presented the resolution to the school as almost a feit acompleit—here is our research, here is a letter to Lockheed, here is how we checked in with allies in the field, and can you please sign here. They were impressed with our thoroughness and agreed that it was a good opportunity for the committee to extend its work and harness some positive publicity for the school, as the “first” university resolution to be filed since the apartheid era (though we had been told by allies we were the first and reported it as such, we later discovered this was untrue—University of Washington filed about Burma in 1993—but first in 10 years still sounded pretty good to us).

We wrote Lockheed a letter announcing our interest in filing. They called back saying “no need to file, just give us a year to make this change”—and Paul Aslanian, the VP of Finance at the time who was otherwise a very calm person with a strong moral compass, got pissed. He told them, why would it take a year to send out one email to all employees saying “we are adding sexual orientation to our non-discrimination policy, and sorry to y’all who were getting hate notes on your desk with no recourse?” So we proceeded as planned and filed the resolution in the fall of 2001.

After the resolution was filed, the four student members of the committee defined our roles for the rest of the year—outreach, communications, etc. We didn’t have the money to purchase the list of Lockheed shareholders so instead wrote letters to the top 500 institutional investors out of Forbes magazine asking them to vote on our proposal. We also recognized the importance of proxy voting services endorsing our policy, so called them specifically. We also approached peer institutions to ensure they were voting on the resolution as well. In retrospect, this is an area where we could have done more, but by the end of the story you’ll see we did enough!

In the spring when the proxy came out, the media attention came pouring in, and I was the communications contact. This was pre-cell phone era so it meant running back to check my phone between classes as we got interviews with Fox News, the Chronicle of Higher Education, the Advocate, etc. Not only was I managing the media attention, but the responses to the media—excited students who read the articles and wanted to learn how they could do this on their own campuses, the occasional threat for my support of “those sick people,” and a few very polite letters offering to help save my soul before it was too late. (It was too late long, long ago unfortunately). It was also interesting—though not surprising—that the outside world pretty uniformly assumed I must be gay to be doing this work.

We tried during this time to dialogue with Lockheed, and they were just not interested. We wanted to ensure we’d made an effort so that they couldn’t pull a moral high ground with shareholders (saying they had tried to negotiate and we wouldn’t sit down with them). So we continued to smear their name in the press while waiting for the April shareholder meeting.

Swarthmore flew me out to San Diego along with the VP of Finance to present at the Lockheed shareholder meeting. You got exactly two minutes to state your case in front of the board of directors and executive staff before, literally, two buff men in black suits led you away. It was a surreal experience of corporate power.

Lockheed clearly took a special interest in our resolution. After I spoke they lowered the lights and issued a statement saying that it was impossible to name every possible type of discrimination in a policy—for example, should they put in eye color next?  We had a chance to respond in the Q and A section. GLOBAL members talked about incidents of discrimination they had personally experienced, and other Lockheed workers and shareholders stood up in support. The strongest statement came from Paul,our VP of Finance, who got up to the mike and said, “I have two little granddaughters. One has brown eyes and one has blue eyes. I’m not too concerned that one of them will get persecuted for having brown eyes, but if one turned out to be gay I would be concerned for her safety, and want any company she worked for to protect her rights.”

We received enough of the vote to be able to file the next year, which in shareholder campaigns is the minimum bar of success. Shareholder campaigns also fit well with the student calendar—we went off to summer with the idea of re-filing if necessary in the fall.

I had taken the semester off and was in Mexico, but keeping in touch with the committee. We never heard from Lockheed again, but saw a front-page Wall Street Journal article announcing that, you know, totally due to its magnanimous and ever abounding good will, Lockheed had decided to add sexual orientation to its non-discrimination clause and start giving domestic partnership benefits. We weren’t even mentioned, but can’t give any other explanation of why they would have made such a chance, all of a sudden right before their filing deadline.

We were overjoyed and entered the “saber-rattling” stage of campaigning—calling other companies to change their practices as well. We told FedEx, Dover and Masco, all Fortune 500 companies, that we were considering filing with them…and heard back within weeks that they were willing to change their act.

As a student activist, I’d worked on many activist campaigns and service projects—living wage, homelessness issues, mentorship in Philly, but I had never felt like my actions could have such an immediate, powerful effect than during my time on the committee for investor responsibility. This was the work that inspired me, with brilliant colleagues and friends from Barnard, Duke, UPenn and Williams, to start REC and ensure other students would have the opportunity to engage these tools. Now that it’s my full-time job I couldn’t be more pleased, and hope that REC will help ignite a movement nationwide to challenge more and more corporations!

Morgan Simon is a co-Founder and Executive Director of the Responsible Endowments Coalition.