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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.

 

1 Morningstar, Inc., “Which Fund Companies Supported Climate Via Proxy Votes?,” Dec 2, 2020.

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