Each investment advisor within the J.P. Morgan Asset Management group 1, (each referred to individually as a "JPMAM Entity" and collectively as "JPMAM"), may be granted by its clients the authority to vote the proxies of the securities held in client portfolios. The U.S. research team provides proxy analyses and voting recommendations for the common shareholder meetings of U.S. - incorporated companies that are publicly-traded on U.S. exchanges, as well as certain OTC companies, if they are held in our institutional investor clients' portfolios. Proxy Voting Policy and Procedures Geode Capital Management, LLC January 2021 1 . To ensure that the proxies are voted in the best interests of . ISS invites views from all interested market constituents on 16 proposed voting policy changes for 2022 and beyond, across a number of different regional and market policies. For companies listed in major indices, starting in the 2023 proxy season, State Street expects boards to be comprised of at least 30% women directors. 1. 2020 Annual Report. After two years of a temporary provision to allow remote voting in the U.S. House, the top 36 users of the proxy voting system are all Democrats, though Republicans have also taken advantage of it. 04/13/2022. We have previously reported on the R-Factor here and here. 2019 Annual Report. The Policy addresses a broad range of issues, and provides general voting parameters on proposals that arise most frequently. State Street will vote against responsible directors if (i) companies in the S&P 500 and FTSE 100 do not have a person of color on their boards, (ii) companies in the S&P 500 and FTSE 100 do not. Rep. Mark Amodei (R-Nevada) says it is a useful tool. When voting proxies, Dimensional 1 seeks to act in the best interests of the funds and accounts Dimensional manages and consistent with applicable legal and fiduciary standards. CalPERS Proxy Voting Guidelines 1 Introduction 1 Director Elections 2 Contested Elections 4 Compensation 4 Capital Structure 6 Auditor and Audit -Related Issues 7 Other Issues 7 Shareholder Proposals 8 Governance Proposals 8 . In 2022, we will vote against the Chair of the Nominating & Governance Committee at companies in the S&P 500 and FTSE 100 that do not have at least 1 director from an underrepresented community on . Geode takes seriously its responsibility to monitor events affecting securities in those client View vote results for all the 2022 hot button issues, including . Our active ownership approach involves engaging in regular dialogue with portfolio companies to confirm that they are delivering positive long-term investment outcomes for the benefit of our clients. Throughout this season, you can see how CalPERS votes at specific companies by visiting our Notable Proxy Votes webpage. Key Voting Policies for 2020 and the Considerations for Boards. Our general proxy voting policy (effective February 1, 2022) that applies to all European-domiciled companies, followed by country specific policies for the UK, Ireland, the Crown Dependencies (Jersey, Guernsey and the Isle of Man) and Germany. Actual proxy voting records may differ for other clients. Click Here to Access Our 2022 Annual Shareholders' Meeting Highlights. Reminders for Preparing the Form 10-K Amendments to MD&A and Certain Financial Disclosures. Issued: March 1, 2022 Deadline: March 31, 2022, 4:00 p.m. These money managers encourage major public companies to actively 2019 Stakeholder Report. You can also learn more about guidelines, principles, and disclosures on our Proxy Voting webpage. by renholding. Below is a high-level summary of applicable rule changes, guidance, and disclosure considerations for the 2022 reporting season for public companies. Proxy Voting Guide . At the forefront of this wave of support for E&S proposals were the "Big Three" asset managers, BlackRock, Vanguard and State Street. 3. GENERAL PROXY VOTING GUIDELINES To promote consistency in voting proxies on behalf of our clients, we follow this Policy (subject to any exception set forth herein). Portfolio Companies State Street Global Advisors Proxy Voting Agenda for 2022 Key Action Items ISS' and Glass Lewis' board gender and racial/ethnic diversity policies are in full effect in 2022 for Russell 3000 companies and in certain cases are set to Investment Stewardship is central to BlackRock's fiduciary responsibility to our clients to advance their long-term economic interests. This report compares millions of proxy voting records from January 2015 to June 2020 to commercial relationships, which uncovers the fact that all major fund managers considered BlackRock, State Street, T. Rowe Price, and Vanguard vote with management of their customers at a significantly higher rate . Proxy Voting Policy. Our evaluation of proxies reflects information from many sources, including management or shareholders of a company presenting a proposal and proxy voting advisory firms. Suspect Wasteful Spending? February 2020. Average support across 171 shareholder-sponsored resolutions averaged 34%, roughly 5 percentage . Proxy voting became an option for lawmakers in 2020 for public health reasons. Proxy Statement for 2022 Annual Meeting of Shareholders. 13 January 2022 Uncovering Conflict of Interest. . As detailed in its most recently published proxy voting guidelines, As You Sow . Throughout this season, you can see how CalPERS votes at specific companies by visiting our Notable Proxy Votes webpage. State Street seeks 30% women directors on larger company boards by 2023 - State Street's updated guidelines require all companies to have at least one woman on their board. For institutional investors, the unofficial theme of the 2022 proxy season when it comes to ESG could be "less talk, more action." A 2022 proxy preview released by shareholder advocacy group As . Beginning 2022, SSGA will take voting action against independent directors at companies in the S&P 500 that are underperformers based on their R-Factor scores and have not shown positive momentum in the previous two years. State Street will vote against responsible directors if (i) companies in the S&P 500 and FTSE 100 do not have a person of color on their boards, (ii) companies in the S&P 500 and FTSE 100 do not disclose the racial and ethnic diversity of their boards, and (iii) companies in the S&P 500 do not disclose their EEO-1 reports. Graphics are inclusive of only those votes executed through the ProxyExchange platform. guidelines in voting proxies and our Stewardship Principles serve as the foundation for these guidelines. 12/31/2019. The ESG Research Team examine proxy proposals on their merits and offer voting recommendations in the interest of our clients, primarily guided by the expected impact on long-term risk-adjusted returns and supporting shareholder rights. Cancel. You can also learn more about guidelines, principles, and disclosures on our Proxy Voting webpage. We vote our proxies in a manner consistent . In addition to board gender diversity, several states have also begun to encourage board diversity beyond gender through legislation. Fidelity maintains the flexibility to vote individual this shift in voting practices is expected to continue into 2022 and should be considered in the context of the related underlying shifts currently underway in corporate america: changes in both "what" companies are supposed to address (that is, the ever-growing array of environmental, social & governance (esg) issues) and "who" (that is, the . CalPERS Proxy Voting Guidelines . Proxy voting was meant to keep crowds of House members smaller and thereby limit the spread of COVID-19, back in the early days of the pandemic. ACTION ITEM 2.Review and Update of Proxy Voting Guidelines 2022 Proxy Voting Guidelines - Update Memo to CG-5-17-22 - Page7 . Record High Support in 2021. Export. on diversity, starting in 2022, state street expects each of its portfolio companies to have at least one woman on the board of directors, and in 2023 will increase this requirement to 30% women for companies in major indices. This is being provided for informational purposes only. 2020 Proxy Statement. Following the item number is a brief title of the proposal. In November 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to certain financial disclosure requirements in Regulation S-K, January 20, 2022 Shirley Westcott In his annual letter to portfolio companies, State Street Global Advisors (SSGA) CEO Cyrus Taraporevala outlined SSGA's stewardship and proxy voting agenda for 2022 which will primarily focus on climate change and board and workforce diversity. Updates From the SEC To see all vote results from the 2022 proxy season and learn more, visit Proxy Monitor. This proxy season, SSGA will also vote against directors of S . With institutional investors owning more than half of all U.S. companies and index funds emerging as the dominant institutional owners, understanding the viewpoints and proxy voting guidelines of key investors and advisers is a governance imperative. In 2022, SSGA is implementing the following voting policies: SSGA will vote against the nominating committee chair at S&P 500 and FTSE 100 companies that do not have at least one director from an underrepresented racial or ethnic community. During the 2022 season, we will continue our efforts and make strides on our priorities. There's such . Who May Vote Below is a recap of 2022 Annual Meeting voting result information recently filed with the SEC for companies and proposals included within the ProxyMonitor database. The fundamental precept followed by Northern Trust in voting proxies is to confirm that the manner in which shares are voted is in the best . State Street Corporation (NYSE: STT), May 18, 2022, . Firms aligned closely over the past 18 months to prepare for the launch of Capital Group's initial suite of six ETFs. At the right, you'll find the current and prior years' editions. in particular, the Interfaith Center on Corporate Responsibility's 2022 Proxy Resolutions and Voting Guide. 2022 Annual Meeting. 2019 Global Stewardship Report. Our 2022 Proxy Resolutions and Voting Guide presents the 436 resolutions filed by ICCR members whether as lead or co-filer as of February 16. 3. To manage these challenges, and more, we've implemented a long-term strategy to support our stakeholders employees, clients, communities and shareholders. [1 . i These Proxy Voting and Engagement Guidelines are also applicable to SSGA Funds Management, Inc. See 2022 vote results for all shareholder proposals, and all management Say on Pay proposals, for the largest 250 U.S. public companies, as ranked by Fortune magazine. Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) have each issued their respective proxy voting guidelines for 2022, which include a number of noteworthy revisions, summarized below. We do this through engaging with the companies our clients are invested in, voting proxies for those clients who have given us authority, and promoting sound governance and responsible leadership as an informed, engaged shareholder. 4/8/2020. The ISS updates are available here and will apply for shareholder meetings held on or after February 1, 2022 . One Centre Street. According to the Interfaith Center on Corporate Responsibility, members have filed 436 shareholder resolutions in 2022, versus 244 at this time last year. Focus on Board Diversity Disclosure. Our strategy focuses on building on our strong core, achieving a digital enterprise, investing in opportunities and optimizing our capital. Overview 6 state street will vote against responsible directors if (i) companies in the s&p 500 and ftse 100 do not have a person Proxy advisory services, Institutional Shareholder Services (ISS) and Glass Lewis, recently issued updates to their respective voting policies for the 2022 proxy season . for proxy voting decisions. 2022 Policy Guidelines United States 8 State Laws on Underrep resented Community Diversity We have included a new section discussing state laws on underrepresented community diversity. BlackRock, State Street and Vanguard recently updated their proxy voting guidelines to reflect evolving priorities and challenges related to sustainability, diversity and inclusion, and human capital management. Proxy Voting Policy and Procedures. State Street may vote "against,"or "withhold" votes from, the chair of the nominating/governance committee: Beginning in 2022, for companies in all markets, if there is not at least one female director on the board; and Beginning in 2023, at Russell 3000 companies, if the board does not have at least 30% female directors. ICCR has published the Proxy Resolutions and Voting Guide annually since 1974. State Street Bank and Trust Company, for the purpose of receiving proxy . Principles and philosophy. Dimensional seeks to maximize shareholder value subject to the standards of the relevant legal and regulatory regimes, listing requirements, corporate governance and stewardship codes, and any particular investment or . This Request for Proposals ("RFP") includes the following: . 2 For purposes of this proxy voting policy, a "material business relationship" is considered to arise in the event a client has contributed more than 10% of Arrowstreet's annual revenues for the most recent fiscal year or is reasonably expected to contribute this amount for the current fiscal year. The call for enhanced disclosure on board diversity has accelerated in recent months, culminating in Nasdaq's new board diversity rules. Proxy Voting Records. The following are key considerations for your upcoming annual meeting proxy statement. In 2022, State Street will vote against the Chair of the Compensation Committee of an S&P 500 company that fails to disclose its EEO-1 report. Investor Relations. During the 2022 season, we will continue our efforts and make strides on our priorities. However, In 2022, State Street will vote against the Chair of the Compensation Committee of an S&P 500 company that fails to disclose its EEO-1 report. period, for meetings on or after Feb 1st, 2023, U.S. Nasdaq now requires its listed companies, no later than August 8, 2022, to provide . In 2022, State Street will vote against the Chair of. Monday, December 13, 2021. State Street Global Advisors' key stewardship issues for in 2022 will be accelerated action on climate change and board diversity. Regulation. This is not intended to represent the proxy voting records for other mandates. . 4/5/2019. Our Annual Meeting was held on Thursday, April 28, 2022 at 8:30 a.m., New York time, at our offices located at 200 West Street, New York, New York 10282. Overboarding Engagement and Stewardship Principles. As an investment adviser, Geode holds voting authority for securities in many of the client accounts that it manages. 2019 Proxy Statement. The CalPERS proxy voting guidelines provide an overview of our general philosophy and approach to the most important and commonly presented proxy voting items. Risk. Last year, the ICCR reported, 23 . BOSTON-- (BUSINESS WIRE)-- State Street Corporation (NYSE: STT) announced today that it has begun working with Capital Group on servicing of the investment management firm's first actively managed exchange traded . EMCR. ProxyMonitor.org is a unique, publicly available database that tracks shareholder proposals in real time. Geode Proxy Voting Policies . May 2022. ISS to: (1) act as our proxy voting agent (providing State Street Global Advisors with vote execution and administration services), (2) assist in applying the Guidelines, (3) provide research and analysis relating to general corporate governance issues and specific proxy items, and (4) provide proxy voting guidelines in limited circumstances. State Street Global Advisors is evolving its proactive and targeted approach to engagement, prioritizing climate change, human capital management (HCM) and diversity equity and inclusion, and expanding its stewardship team . Resolutions that are known to have been settled, withdrawn, or excluded from final proxy statements have been excluded from this list, and as additional . In its 2022 policy updates and voting guidelines, ISS included updated policies for climate-related proposals to reflect increased shareholder concern on climate risks. . held at its home office, 1295 State Street, Springfield, Massachusetts, on Wednesday, April 13, 2022, at 2:00 p.m. local time. (the "Proxy Voting Guidelines"), and a summary of proxy votes, are available on the OTT website at https://portal.ct.gov/OTT . Complexity. One idea we are considering to go into effect for the 2022 proxy season is to provide more guidance within our policy . BlackRock Investment Stewardship Proxy voting guidelines for U.S. securities | 6 The independent chair or lead independent director and/or members of the nominating/governance committee, where a board fails to consider shareholder proposals that receive substantial support, and the proposals, in our view, have a material impact on the business, shareholder rights, or the Management's stewardship activities with oversight of proxy voting and engagement practices. View the proxy voting record for ETF's during the period July 1, 2020 through June 30, 2021. 2022 Outlook: Caron's Corner: Consilient Observer: Global Equity Observer: . Proxy Voting Guidelines. Call (212) NO-WASTE. (212) 669-3916. ISS evaluates shareholder proposals on a case-by-case basis. Proxy voting guidelines Issues on which the CRPTF will cast proxy votes Any other matters that may be related to proxy voting 2. We conduct an annual due diligence meeting with the Proxy Service to review the processes and procedures the Proxy Service follows when making proxy voting recommendations based on the Guidelines and to discuss any material changes in the services, operations, staffing or processes. For additional details, please see the ISS Proxy Voting Guidelines Updates for 2022 and Glass Lewis 2022 Policy Guidelines. Given the SEC's recent revisions to guidance regarding shareholder resolutions, it's likely that many more proposals targeting climate change, diversity and inclusion, and other hot-button social issues will come to a vote. This information is updated annually as of June 30 and publicly available by no later than August 31. Our proxy voting guidelines should be read in conjunction with the CalPERS Governance & Sustainability Principles. . March 2022 North America (United States & Canada) Proxy Voting and Engagement Guidelines State Street Global Advisors' North America Proxy Voting and Engagement Guidelinesi outline our expectations of companies listed .