Proxy voting summary
Our proxy voting has always been conducted at the enterprise level using custom guidelines established in conjunction with a proxy advisor. Victory Capital’s Proxy Voting and Engagement Committee is responsible for managing enterprise-wide shareholder voting policies and procedures. Any of our Investment Franchises or Solutions Team may override our custom proxy guidelines but only after getting approval from the enterprise-level proxy committee.
In 2020, the committee began evaluating tools to improve coordination of activities for investment teams across the Investment Franchises. These will allow them to better engage with companies on material ESG-related issues. We believe this will improve our effectiveness as a responsible investor.
Late in 2020, research firm Morningstar recognized our proxy voting record and ranked us in the top three fund companies for our overall votes on climate transparency and climate governance issues.1
Overall, Victory Capital voted on more than 58,000 proposals in calendar year 2020. In nearly 6,500 of those cases, we voted against management recommendations. In other words, approximately 11% of our votes were cast in opposition to management.
VOTING RESULTS
| Proposed by | Number of votes | Voted against management | % |
|---|---|---|---|
| Management | |||
| Overall | 58,192 | 6,474 | 11.1% |
| Uncontested Director elections | 28,768 | 3,283 | 11.4% |
| Appoint auditor | 3,853 | 14 | 0.4% |
| Unspecified/undisclosed "other business" submitted at meeting | 144 | 138 | 95.8% |
| Shareholder | |||
| Independent Board Chairman | 48 | 29 | 60.4% |
| Report on climate change | 24 | 15 | 62.5% |
| Disclose political contributions | 29 | 27 | 93.1% |
| Disclose political lobbying activity | 30 | 26 | 86.7% |
Most voting relates to electing cast approximately 28,768 such votes in 2020. In 3,283 instances (approximately 11%), we voted against management-recommended Board slates.
Our “no” votes typically were triggered because a given Board:
- Lacked independence
- Did not end (or plan to end) problematic governance practices
At the individual Director level, we typically voted against overboarded Directors (on more than four Boards). We also opposed absentee Directors (missed more than 25% of a Board’s meetings).
We typically opposed proposals for unspecified “other business” submitted at a meeting. Where the details of such proposals are not known ahead of the meeting, our policy is to oppose them.
A management-proposed agenda item that we frequently supported was the appointment of external auditors. We voted in favor of ratifying auditors more than 96% of the time. These votes reflect our stance on accountability and transparency.
We endeavor to vote as a responsible investor following our core values. This is a tangible expression of our commitment to making a difference and delivering and invest with environmental, social and governance implications in mind. positive outcomes for our stakeholders. We embody corporate social responsibility and invest with environmental, social and governance implications in mind.
