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AFL-CIO KEY VOTES SURVEY How Investment Managers Voted in The

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AFL-CIO KEY VOTES SURVEY How Investment Managers Voted in The 2019 AFL-CIO Key Votes Survey AFL-CIO KEY VOTES SURVEY How Investment Managers Voted in the 2019 Proxy Season AFL-CIO 815 16th Street, NW Washington, DC 20006 [email protected] www.aflcio.org 1 2019 AFL-CIO Key Votes Survey Introduction investment managers, mutual funds, or a specialized proxy voting Once a year, every public corporation consultant. Because proxies are a holds a shareholder meeting. plan asset, ensuring that they are Shareholders make critical decisions voted in the interests of beneficiaries shaping each company’s is part of a trustee’s fiduciary duty. governance—decisions such as who The AFL-CIO Key Votes Survey is will serve on the board of directors, intended to help trustees fulfill this how senior executives will be paid, duty by reviewing the voting records and what general policies the of these investment managers, shareholders will recommend to the mutual funds, and proxy voting company’s board. The AFL-CIO Key consultants. Votes Survey is a record of how investment managers, mutual funds The proposals included in the and proxy voting consultants voted AFL-CIO Key Votes Survey are the shares they manage on behalf of submitted by Taft-Hartley, union, and pension plans on key issues at these public employee pension funds as meetings during the proxy season. well as employee shareholders and other investors, and are consistent The AFL-CIO Key Votes Survey is with the AFL-CIO Proxy Voting designed to help pension plan Guidelines. These proposals trustees fulfill their fiduciary duty to represent a worker-owner view of monitor the proxy voting performance value that emphasizes management of investment managers. Good accountability and good corporate corporate governance matters to governance. A score representing shareholders and proxy voting is the the percentage of support and most direct means for shareholders corresponding tier group to exercise oversight in relation to the categorization are assigned to each corporations they own. firm to assist trustees in evaluating the relative proxy voting performance In 1988, the U.S. Department of of competing investment managers. Labor advised pension plan trustees that under the Employee Retirement Survey Methodology Income Security Act (“ERISA”), the voting rights attached to company This year’s AFL-CIO Key Votes stock are “plan assets” that must be Survey includes the proxy voting managed according to ERISA records on selected votes at 27 fiduciary standards. The Department companies. Proxy votes are of Labor requires investment obtained from investment managers managers to “maintain accurate and proxy voting consultants as well records as to proxy voting” and as from Proxy Insight that collects permit trustees to “review the actions mutual fund proxy voting data from taken in individual proxy voting Form N-PX filings with the Securities situations.” and Exchange Commission. Pension funds generally delegate the Each investment manager, authority to vote their shares to consultant, and mutual fund family in 1 2019 AFL-CIO Key Votes Survey the AFL-CIO Key Votes Survey has “Taft-Hartley Client Votes” – Firms been given a percentage score that that have also provided their Taft- indicates the degree to which its Hartley client voting records in voting record is consistent with the addition to their firm’s overall AFL-CIO Proxy Voting Guidelines. proxy votes for a majority of The percentage scores are computed shares cast. by dividing the number of votes cast in accordance with the AFL-CIO Proposals in Brief Proxy Voting Guidelines by the total number of votes cast on proposals Proposals selected for the AFL-CIO included in the survey. Key Votes Survey generally fall into five broad categories: encouraging Investment managers are asked to greater board independence, reining report the votes cast for which the in excessive executive investment manager has discretionary voting authority. Votes compensation, promoting sound collected by Proxy Insight from Form corporate governance practices, N-PX filings reflect how each firm’s increasing management mutual funds voted. When there are accountability and advancing a conflicting votes cast by various worker-owner view of value. The mutual funds in a fund family, the AFL-CIO Proxy Voting Guidelines split vote is not included in the fund support independent boards of family’s percentage score. Firms are directors, measures to restrain listed alphabetically by name, and excessive executive pay, reforms to then by performance tier groups. increase management accountability, Firms have been divided into tiers measures that encourage companies using the following criteria: to respect human and labor rights, and mechanisms aimed at promoting “Top Tier” – Firms which voted on five or more proposals and scored sustainable business practices. 100 percent. It is important to note, however, that “Middle Tier” – Firms which voted these positions should not be applied on five or more proposals and mechanically. Measures to enhance scored greater than 50 percent management accountability, for but less than 100 percent. instance, are more important at companies where management is entrenched and unresponsive. “Bottom Tier” – Firms which voted Similarly, measures to reform on five or more proposals and executive pay are more important at scored 50 percent or below. companies where executive pay is excessive. The list of proposals for “Fewer Than Five Votes” – Firms the AFL-CIO Key Votes Survey is which are considered to have an assembled with attention to both the inadequate sample size on which merits of the proposals and the to be ranked are not placed in any context at particular companies. of the three tiers. 2 2019 AFL-CIO Key Votes Survey Amend Clawback Policy Director Elections This proposal urges the board of Director elections decide the election directors to amend the company’s of nominees to the board of directors. clawback policy to apply when senior Votes may be cast for management’s executives are directly or indirectly nominees, for a dissident responsible for conduct resulting in a shareholder’s nominees, or to material violation of law or for policies withhold support from management’s that result in reputational or financial nominees as part of a shareholder harm to the company. “vote no” campaign. Board Diversity Executive Pay and Legal Costs These proposals urge the board of This proposal urges the board to directors to publish a formal board adopt a policy that financial diversity policy or to prepare a report performance metrics used in on the steps the company is taking to determining executive compensation foster greater racial and gender will not exclude legal or compliance diversity on its board. A more costs. The effect of this policy will be diverse board of directors benefits to better align executive the company and shareholders by compensation with company assuring that a fuller range of performance. perspectives are represented in board decision-making. Executive Pay and Risk This proposal seeks a report that CEO Pay Target Amounts identifies whether the company’s This proposal urges the board of incentive based compensation may directors to take into consideration expose it to material losses. A well- the pay grades and salary ranges of designed compensation plan will all company employees when setting ensure that incentive compensation target amounts for CEO promotes the health of the company. compensation. Aligning CEO pay with the company’s overall Executive Pay and Stock compensation philosophy can Buybacks enhance employee morale and This proposal asks the board of productivity. directors to exclude the impact of share buybacks from executive pay Clawback Disclosure calculations. Share repurchases can This proposal urges the board of improve certain financial ratios directors to disclose whether the without improving the actual earnings company recouped any portion of a of a company. Excluding the effect of senior executive’s compensation in share repurchases from executive the previous year because it was pay metrics increases the likelihood determined that the senior executive that capital allocation decisions will engaged in activities that harmed the be made in the best interests of the company. This information enables company and its shareholders. shareholders to evaluate the risks to which the company may be exposed. 3 2019 AFL-CIO Key Votes Survey Executive Stock Sales and Independent Board Chair Buybacks Independent board chair proposals This proposal seeks a policy that seek to appoint an independent requires the approval of the director as board chair. The primary compensation and benefits purpose of the board of directors is to committee of the sale of shares by oversee management of the senior executives during a stock company. For this reason, an buyback. Allowing senior executives independent director who has not to cash out during a stock buyback served as an executive of the defeats the long term orientation company can best provide the which equity compensation is meant necessary leadership and objectivity to foster, and may encourage stock as the board chair. buybacks that are not in the long term interests of shareholders. Lobbying Disclosure This proposal requests that the Human Rights Impact Assessment company provide a report disclosing This proposal requests that the the company’s policies and company report on how it implements procedures for expenditures used for its human rights policies, the metrics direct lobbying and grassroots used to assess its human rights lobbying communications. Such performance, and to describe how it disclosure is necessary for a remedies any shortcomings. shareholder assessment of financial Disclosure of a human rights impact and reputational risks that may result assessment helps ensure that the from a company’s lobbying. company avoids legal violations and respects internationally recognized Nominate an Employee to the Board human rights in its operations. This proposal asks the board of directors to nominate a non- Human Rights Risk in the Supply Chain management employee of the This proposal urges the board of company to serve as one of its directors to provide a report on a directors.
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