NYC Comptroller and Pension Funds Ask GameStop, NextEra Energy to Disclose Board Demographics

New York, NY — New York City Comptroller Brad Lander and three of New York City’s public pension funds filed a series of shareholder proposals at gaming retail giant GameStop and energy company NextEra requesting board members disclose their self-identified race, gender, and relevant skills and attributes in a matrix format. Investors will have the opportunity to vote at each company’s annual general meeting in the next few weeks.

“When it comes to protecting shareholder interests and upholding the principles of transparent and accountable corporate governance, empowering shareholders with detailed insights into the skills, experience, and diversity of board nominees becomes paramount for sustained long-term value.” said Comptroller Brad Lander. “This underscores the broader need for transparency and genuine commitment to diversity and inclusion, ensuring a pathway to long-term shareholder value through authentic representation and equity in corporate leadership.”

These proposals are part of the Comptroller’s Office’s Boardroom Accountability Project 2.0—an initiative that began in September 2017 with the aim of setting a new standard for transparency, diversity, and inclusion on corporate boards. The project involves filing board diversity proposals at companies, engaging with the Pension Funds’ portfolio companies, and advocating for best practices in corporate governance. Through this initiative, the Comptroller’s Office has secured agreements with leading companies to publicly disclose a Board Matrix including Hilton Worldwide Holdings, Marriott International, Blackrock, Goldman Sachs, PepsiCo, and Exelon.

The shareholder proposals underscore that a diverse board enhances discussions and decision-making while championing transparency, accountability, and corporate diversity. Such diversity not only has the potential to boost corporate performance and safeguard long-term shareholder value but also contribute to improved governance. Precise disclosure of director-specific diversity in a useful Board Matrix promotes inclusive practices, shaping the corporate culture and setting a precedent for employees as part of a comprehensive human capital management strategy.

Shareholders vote for individual nominees rather than a slate of directors, necessitating detailed information on each nominee’s skills, experience, and diversity. This becomes crucial in the era of Universal Proxy Cards, where investors can vote for individual directors from competing slates during a proxy contest, underscoring the need for informed voting decisions.

Additionally, a diverse and experienced board is better equipped to navigate and mitigate potential risks that a company may encounter. For example, the proposal at NextEra, which explicitly requests disclosure of director skills relevant to climate change risks, has been refiled by the pension systems in part because of concern over the lack of disclosure of such experience in overseeing the long-term risks the company faces related to climate change; the proposal received 49% of votes cast in 2023.

As of January 1, 2024, the Systems have holdings valued at $4.17 million at GameStop and $209.63 at million NextEra Energy.

Read the GameStop and NextEra proposals.

In addition to Comptroller Lander, the trustees of the aforementioned systems are as follows:

Teachers’ Retirement System (TRS): Mayor Eric Adams’ Appointee Bryan Berge, Director, Mayor’s Office of Pension and Investments; Chancellor’s Representative, Gregory Faulkner, New York City Department of Education Panel for Educational Policy; and Thomas Brown (Chair), Victoria Lee, and David Kazansky, all of the United Federation of Teachers.

New York City Employees’ Retirement System (NYCERS): Mayor Eric Adams’ Appointee Bryan Berge, Director, Mayor’s Office of Pension and Investments; New York City Public Advocate Jumaane Williams; Borough Presidents: Mark Levine (Manhattan), Antonio Reynoso (Brooklyn), Donovan Richards Jr. (Queens), Vito Fossella (Staten Island), and Vanessa L. Gibson (Bronx); Henry Garrido, Executive Director, District Council 37, AFSCME; Richard Davis, President Transport Workers Union Local 100; and Gregory Floyd, President, International Brotherhood of Teamsters, Local 237.

Board of Education Retirement System (BERS): Schools Chancellor David C. Banks, Represented by Karine Apollon; Mayoral appointees Lilly Chan, Marjorie Dienstag, Gregory Faulkner, Anita Garcia, Anthony Giordano, Alan Ong, Phoebe Sade-Arnold, Maisha Sapp, Venus Sze-Tsang, Gladys Ward; CEC appointees Naveed Hasan, Jessamyn Lee, Thomas Sheppard, and Ephraim Zakry; Borough President Appointees Geneal Chacon (Bronx); Tazin Azad (Brooklyn); Kaliris Salas-Ramirez (Manhattan); Sheree Gibson (Queens); Aaron Bogad (Staten Island); and employee members John Maderich of the IUOE Local 891 and Donald Nesbit of District Council 37, Local 372.

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