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Caterpillar Will Also Be Asked to Stop Overboarding

Washington, D.C. – Shareholder activists with the National Center for Public Policy Research’s Free Enterprise Project (FEP) will present proposals at three shareholder meetings on Wednesday — Dick’s Sporting Goods, Target and Caterpillar. They will criticize Dick’s and Target for their costly prioritization of progressive politics over profit, and will challenge Caterpillar on the issue of overboarding.

FEP will present Item 5 at the Dick’s Sporting Goods meeting, seeking greater board accountability for corporate acts taken to advance the political or ideological views of management.

Stefan Padfield

Stefan Padfield

When presenting the proposal, FEP Deputy Director Stefan Padfield will cite the time Dick’s CEO Ed Stack claimed not to care about the financial implications of his value-killing decision to halt gun sales:

One need look no further than when Ed Stack, then chairman and CEO of Dick’s, decided that the company should “take a stand” on gun violence by foregoing the sale of assault-style weapons, and said in connection therewith that “I don’t really care what the financial implication is.”

Let that sink in. “I don’t really care what the financial implication is.” In other words, a corporate decision was being made at the highest level, destroying as much as $250 million in shareholder value according to some reports, because the CEO thought his political beliefs about gun ownership gave him a license to treat the company like a personal plaything while brazenly disregarding his fiduciary duty to maximize shareholder value. It is a small thing to ask the board to not hide behind a presumption of good faith in cases like that. Instead, shareholders deserve to be told precisely how that decision was made in accordance with fiduciary duties.

At Target’s shareholder meeting, FEP will present Item 8, which requests a report examining the risks to the financial sustainability and reputation of the Company arising from its partnerships with, charitable contributions to, and other support for divisive social and political organizations and causes.

“Recent events made clear that revenue, and therefore shareholder value, drop when companies engage in overtly partisan and divisive activism — especially the sort of LGBTQ activism that is demanded of companies by the Human Rights Campaign (HRC)’s Corporate Equality Index (CEI),” notes FEP in its supporting statement, adding:

Target — which has paid partnerships with HRC and similar organizations like GLSEN and Out&Equal — disastrously engaged in such activism when it aggressively touted radical gender theory in its stores. The backlash that ensued hurt sales and the stock price significantly, which resulted in a $12 billion lawsuit against the Company and caused Target to be rated “high risk” on 1792 Exchange’s Corporate Bias Ratings.

Was this damage to shareholder value a direct result of Target’s capitulation to the CEI criteria, which requires companies to market to the LGBTQ community in divisive ways? Does Target’s fulfillment of the CEI criteria requiring it to pay for employees’ gender transition surgeries open the Company up to liability from future detransitioner lawsuits?

Target received a perfect score on the CEI from 2013-2022, which can only mean that it is spending shareholder assets to espouse and fund such divisive partisanship. Yet despite Target engaging in its most extreme activism to date, its CEI score in 2023 dropped for the first time in a decade, proving that no amount of Company‑destroying activism will satisfy the insatiable appetite of HRC and its allies.

At the Caterpillar meeting, FEP will present Proposal 6 to forbid directors from simultaneously sitting on the board of directors of two or more other companies and two or more non-corporate organizations.

“Eight of Caterpillar’s ten board members sit on at least one other corporate board, and every board member is either on another board or has a high-ranking position at another company,” notes FEP in its supporting statement. “Caterpillar isn’t alone in this regard — nearly all corporations are guilty of contributing to the boardroom incest plaguing American business.”

“Overboarding” not only leads to time commitment challenges for directors and less oversight for companies, but has also contributed to a corporate environment in which ‘hundreds of massive, multinational, public corporations all behave in near-perfect lockstep with each other on the most divisive issues of the day,” says FEP, explaining:

The sharing and swapping of directors has given rise to a cohesive managerial class that has sway over most large companies simultaneously. When directors across corporations — and even non-corporate organizations — are overlapping, interchangeable and only selected from a pool of existing board members, it creates a situation in which directors have more allegiance to the cultural trends that are cross-corporate than they do to attending to the specific interests of their respective companies.

This is particularly evident when companies misuse shareholder assets to meddle in political and social issues, otherwise known as “ESG.” From a uniformity standpoint alone, the cohesiveness of it all is astonishing.

More information about these proposals, as well as other key votes, can be found in FEP’s mobile and web app, ProxyNavigator.



The National Center for Public Policy Research, founded in 1982, is a non-partisan, free-market, independent conservative think-tank. Ninety-four percent of its support comes from individuals, less than four percent from foundations and less than two percent from corporations. It receives over 350,000 individual contributions a year from over 60,000 active recent contributors. Contributions are tax-deductible and may be earmarked for the Free Enterprise Project. Sign up for email updates at

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Photo by Jp Valery on Unsplash.

Author: The National Center