NextEra Energy, Inc. | Report on director skills at NextEra Energy, Inc.

Status
40.59% votes in favour
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
NEE
Resolution ask
Report on or disclose
ESG theme
  • Governance
ESG sub-theme
  • Diversity, equity & inclusion (DEI)
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Utilities
Company HQ country
United States
Resolved clause
Resolved:

Shareholders of NextEra Energy, Inc. (“NextEra”) request that its Board of Directors (the “Board”) disclose in NextEra’s annual proxy statement each director/nominee's self-identified gender and race/ethnicity, as well as the defined skills and attributes that are most relevant considering the Company’s overall business, long-term strategy, and risks, particularly with respect to climate change. The requested information shall be presented in matrix format and shall not include any attributes the Board identifies as minimum qualifications for all director candidates (the “Board Matrix”).
Supporting statement
Supporting Statement:

Investors believe a diverse board — in terms of relevant skills, gender, and race/ethnicity — is an indicator of a well-functioning board. Among other benefits, diverse boards can better manage risk by avoiding groupthink. NextEra’s Board sets the tone from the top and disclosure of a Board Matrix would signal to NextEra’s employees, customers, suppliers, and investors that the directors themselves are practicing diversity and inclusion in NextEra’s boardroom.

We resubmitted this proposal in 2023, and it received 49% support. NextEra’s current disclosures, however, continue to hinder investors in determining the comparative strengths of individual directors and their self-identified race/ethnicity. Carbon-based sources account for roughly half of NextEra’s generating capacity, underscoring the need for a climate-competent Board to oversee NextEra’s transition to a low-carbon economy.

Many institutional investors prioritize board diversity in their proxy voting guidelines and engagement initiatives. Significant resources must be spent by investors to ascertain director information from ambiguous, aggregate company disclosures or they must rely on data providers, which also draws from the same, imprecise sources. Even when photographs are provided, investors and data providers may be unable to appropriately determine the race or ethnicity of directors. As a result, it can be unnecessarily challenging for investors to fulfill their fiduciary duties and vote according to their own proxy voting guidelines.

A Board Matrix would enable investors to make better informed proxy voting decisions by providing them with consistent, comparable and accurate data concerning NextEra’s directors in a structured, decision-useful format. Such information would enable investors to: (1) assess how well-suited individual director nominees are for NextEra in light of its long-term business strategy and risks, including the overall mix of director attributes and skills; (2) identify any gaps in skills or attributes; and (3) make meaningful, year-over-year comparisons of the Board’s composition; and (4) ascertain the self-identified gender, race/ethnicity, skills and attributes of any particular director who has assumed leadership roles on the board/committees, as well as his/her/their tenure. We would also encourage companies to disclose, in aggregate, the number of any self-identified LGBTQ+ director(s). The proposal neither prevents nor discourages NextEra from disclosing any other data or information that the Board believes relevant.

Your peers, such as Exelon Corporation, Honeywell International Inc., and Consolidated Edison have published a Board Matrix with individualized director data. Their matrices also use EEO-1 categories for disclosing the diversity of individual directors, which allows for consistent and comparable data. We urge shareholders to vote FOR this proposal.

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Kutxabank Gestion SGIIC SAU. For
KBI Global Investors For We support this resolution as a growing number of large companies are providing a matrix indicating the diversity of their boards. A board matrix including racial and gender diversity would enhance transparency and would provide shareholders with a better tool to assess the quality of NextEra's board and to evaluate its director nominees.
Mirova For

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