NYC Pension Funds Seek Board Demographics From NextEra Energy, GameStop

Shareholder proposals filed by three funds contend that board diversity improves decisionmaking, transparency and accountability.



New York City Comptroller Brad Lander and three of the city’s five public pension funds have filed shareholder proposals at energy company NextEra Energy Inc. and gaming retailer GameStop Corp., asking that the companies’ board members disclose their self-identified race, gender, relevant skills and attributes.

The proposals argue that a diverse board enhances discussions and decisionmaking while improving transparency and accountability, as well as corporate performance and long-term shareholder value. They also contend that a diverse and experienced board is better equipped to navigate and mitigate potential risks. In particular, the NextEra proposal explicitly requests disclosure of director skills relevant to climate-change risks.

“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,” the proposal says. “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.”

With regard to GameStop, the pension funds’ proposal states that the company’s 2023 proxy statement “provides little decision-useful data with respect to how its directors’ individual qualifications fit together to effectively fulfill the board’s oversight.”

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The proposals are part of the New York City Office of the Comptroller’s Boardroom Accountability Project 2.0, launched in 2017 to increase transparency, expand diversity and strengthen board oversight. As part of the project, the city comptroller’s office and pension funds aim to file board diversity proposals at companies, as well as engage with portfolio companies to advocate for best practices in corporate governance.

“Investors believe a diverse board—in terms of relevant skills, gender, and race/ethnicity—is an indicator of a well-functioning board,” both proposals stated. “Among other benefits, diverse boards can better manage risk by avoiding groupthink.”

According to the comptroller’s office, it has already secured agreements under the initiative with Hilton Worldwide, Marriott International, BlackRock, Goldman Sachs, PepsiCo and Exelon to publicly disclose a board matrix.

“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,” Lander said in a statement. “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.”

The three pension funds that filed the proposals—the New York City Employees’ Retirement System, the Teachers’ Retirement System of the City of New York and the New York City Board of Education Retirement System—collectively own approximately $210 million worth of NextEra Energy shares and $4.2 million worth of GameStop shares, as of the beginning of the year.

Lander and the three pension funds also said that after shareowner engagements with the boards of Dollar Tree, Grocery Outlet Holding, and Mattel, that the companies agreed to disclose annual workforce diversity data. They also said they filed a proposal at DICK’s Sporting Goods requesting the same disclosure.

As of the end of 2023, the three systems collectively owned $28 million worth of Dollar Tree shares, $2.4 million worth of Mattel shares, $445,694 worth of Grocery Outlet shares, and $26.9 million worth of DICK’s Sporting Goods shares.

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2nd Suit Filed Against AT&T’s 2023 PRT Deal

Selection of insurer Athene is again the focus in litigation over the telecom company's $8.05 billion pension risk transfer.



A second lawsuit was filed last week by former pension plan participants against AT&T and its independent fiduciary, State Street Global Advisors Trust Co., challenging the risk involved in an $8.05 billion pension risk transfer with Athene Annuity and Life Co. in May 2023. 

The case was filed just a few days after four other former participants, represented by law firm Libby Hoopes Brooks & Mulvey PC,
sued the telecom company because of the same agreement. The PRT involved AT&T offloading 96,000 of its plan participants to Athene. The lawsuit accused Athene of being a “risky new insurance company” dependent on its Bermuda-based subsidiary and with an asset base “far riskier than AT&T’s.” 

Three additional former participants of the AT&T Pension Benefit Plan—Catherine Schloss, Patricia Tate-Jackson and Darlene Wilson, represented by attorney Jerome Schlichter of Schlichter Bogard LLP—filed a complaint against AT&T and State Street, similarly accusing the companies of violating their ERISA obligation to obtain the “safest annuity available.” 

The retirees claim that in selecting Athene, AT&T and State Street “favored their own interests over those of the plan participants,” arguing that Athene structured its annuities to generate higher expected returns at a cost to retirees and their beneficiaries.  

As did the prior lawsuit, the retirees’ complaint cites a 2022 analysis from NISA Investment Advisors that ranked Athene as a “questionable candidate” as an annuity provider due to credit risk.  

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“By transferring [the retirees’] pension benefits to Athene, [AT&T and State Street] put retirees’ and their beneficiaries’ future retirement benefits at substantial risk of default—a risk for which they were not compensated, and which devalued their pensions,” the complaint states. 

The retirees are seeking to obtain relief for AT&T’s ERISA violations, including “disgorgement of the sums involved in the improper transactions” to ensure the participants of their full retirement benefits.  

A spokesperson for AT&T told CIO sister publication PLANSPONSOR, “We deny the allegations, and we will defend ourselves in court.” 

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