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Engagement and Proxy Voting

Neuberger Berman believes that engagement is a dialogue between investors and companies focused on positively influencing corporate behaviors to drive long-term, sustainable returns for our clients. As a multi-asset class manager we engage with issuers across the capital structure using a range of tools and approaches guided by our Governance and Engagement Principles.
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NB Votes
Through our NB Votes initiative, we publish our vote intentions in advance of select shareholder meetings, with a focus on companies where our clients have significant economic exposure. NB Votes addresses a broad range of topics across our nine key governance and engagement principles with a balance of votes in support of and against management recommendations, enabling us to share our broad analysis and insights. In the 2021 proxy season, we expect corporate response to the COVID-19 crisis to play a key role in our vote decisions.
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Companies should adopt, formulate, and communicate value-enhancing long-term strategies.
Meeting Date: December 17, 2020
Thermo Fisher Scientific | NYSE: TMO NEW VOTE
Meeting Date: May 20, 2020
Companies should align management and board incentives with long-term shareholder goals.
Meeting Date: January 21, 2021
Univar Solutions Inc. | NYSE: UNVR NEW VOTE
Meeting Date: May 07, 2020
CSX Corporation | NYSE: CSX NEW VOTE
Meeting Date: May 06, 2020
Sherwin-Williams Co. | NYSE: SHW NEW VOTE
Meeting Date: April 22, 2020
Lennar Corporation | NYSE: LEN NEW VOTE
Meeting Date: April 07, 2020
Board Independence
Effective boards of directors must be truly independent.
SK Kaken Co. | JASDAQ: 4628 NEW VOTE
Meeting Date: June 26, 2020
Bristol-Myers Squibb Co. | NYSE: BMY NEW VOTE
Meeting Date: May 05, 2020
Starwood Property Trust Inc. | NYSE: STWD NEW VOTE
Meeting Date: April 29, 2020
Rollins Inc. | NYSE: ROL NEW VOTE
Meeting Date: April 28, 2020
Cognex Corp. | NYSE: CGNX NEW VOTE
Meeting Date: April 23, 2020
Meeting Date: 
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Shareholder Representation
Companies should strive to maximize shareholder representation.
Meeting Date: June 03, 2020
Facebook | NYSE: FB NEW VOTE
Meeting Date: May 27, 2020
Americold Realty Trust | NYSE: COLD NEW VOTE
Meeting Date: May 27, 2020
Home Depot Inc. | NYSE: HD NEW VOTE
Meeting Date: May 21, 2020
Meeting Date: May 14, 2020
HCA Healthcare Inc. | NYSE: HCA NEW VOTE
Meeting Date: May 01, 2020
Raytheon Technologies Corp. | NYSE: RTX NEW VOTE
Meeting Date: April 27, 2020
Stanley Black & Decker | NYSE: SWK NEW VOTE
Meeting Date: April 17, 2020
Capital Deployment
Companies should allocate capital to maximize long-term risk-adjusted shareholder value.
Ricoh Company Ltd. | TSE: 7752 NEW VOTE
Meeting Date: June 26, 2020
Okinawa Cellular Telephone Company | JASDAQ: 9436 NEW VOTE
Meeting Date: June 11, 2020
Meeting Date: April 16, 2020
Transparency and Communications
Companies should provide transparency in communication and reporting.
CoreLogic, Inc. | NYSE: CLGX NEW VOTE
Meeting Date: November 17, 2020
General Electric Co. | NYSE: GE NEW VOTE
Meeting Date: May 05, 2020
Meeting Date: 
Body Content
Risk Management
Boards of directors should actively engage with management to evaluate and control enterprise risk.
Boeing Co. | NYSE: BA NEW VOTE
Meeting Date: April 27, 2020
Environmental Issues
Companies should consider the material impacts of their business and operations on the environment.
Chevron Corp. | NYSE: CVX NEW VOTE
Meeting Date: May 27, 2020
Exxon Mobil Corp. | NYSE: XOM NEW VOTE
Meeting Date: May 27, 2020
Royal Dutch Shell PLC | NYSE: RDSB NEW VOTE
Meeting Date: May 19, 2020
Social Issues
Companies should actively assess the material impacts of their business and operations on their employees, customers, local communities and society.
Marriott International Inc. | NYSE: MAR NEW VOTE
Meeting Date: May 08, 2020
Cigna Corp. | NYSE: CI NEW VOTE
Meeting Date: April 22, 2020
Meeting Date: April 09, 2020
Meeting Date: 
Body Content
Proposal name
Board Recommendation
Neuberger Berman Pre-Disclosed Vote
Vote 2.0
Board Recommendation
Neuberger Berman Pre-Disclosed Vote
NB25+: Advance Vote Disclosure Overview
Jonathan Bailey, Head of ESG Investing at Neuberger Berman, introduces our advance vote disclosure initiative, Neuberger Berman’s commitment to releasing our voting intentions on over 25 proxy votes this proxy season.
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NB25+: Advance Vote Disclosure in Action
As we have completed our inaugural advance proxy voting disclosure initiative, NB25+, Jonathan Bailey, Head of ESG Investing, and Richard Nackenson, Senior Portfolio Manager, reflect on the importance of the proxy voting process as well as provide an in-depth view of our how we engage with companies using core ESG principles to pursue long-term value for our clients.
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Podcast Episode
Disruptive Forces: NB25+
As we have concluded this year’s inaugural advanced proxy vote disclosure initiative, NB25+, we highlight the importance of advanced vote disclosure, how engagement with portfolio companies is at the core of our investment process and what lies ahead for the next proxy voting season.
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The 2020 Proxy Season and NB25+ Initiative
Neuberger Berman’s Engagement Series presents insights and case studies on our dialogue with companies, government entities and other securities issuers.
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Living Our Commitment
Comprehensive view of our developments and client perspectives on efforts to further achieve ESG goals.
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Engaging Fixed Income Issuers on ESG Topics
Engagement & Proxy Voting

One important way in which we exercise engagement is voting proxies on behalf of our clients for whom we have voting authority. We do this in order to fulfill our fiduciary responsibility to protect our clients’ best interests and as an important component of our approach to creating shareholder value. Our Governance and Proxy Committee oversees our Proxy Voting Policy and proxy voting process and ensures no conflicts of interest. We have provided guidelines, procedures and records to emphasize our transparency in proxy voting to clients.

Meetings voted
In 2019, the number of meetings voted on behalf of our clients is consistent year over year, seeing only a 3% decline from the prior year. We continue to see a steady growth in number of meetings voted in the U.S. (up 8% since 2016) and Japan (up 24% since 2016) driven by efforts to diversify risks across new sectors and market capitalizations as well as reaching into new investing opportunities.

2019 Meetings Voted by Region and Percentage Increase Since 2016

Source: Neuberger Berman.

Voting statistics

In our consideration of a voting decision, we look to balance the expectation that we set a high bar for board effectiveness while acknowledging the information asymmetry between shareholders and company management. This means that we must, at times, begin with the assumption that management and the board are carrying out their duties faithfully, however it does not mean that we are shy about voicing our concerns through engagement and voting. We feel it is important to reiterate that our public voting policy, and not deference to management, is always our default position.

We find ourselves opposing many proposals that are either unclear in their alignment with shareholder interests or at odds with our judgment of the best course for the company. This is reflected in both the 89% of management proposals that we supported in the last year and the 11% we opposed. Some of the main areas of opposition involved management compensation and share issuances without a clear case for the dilution.

In 2019, we continued to engage in enhanced dialogues with companies and critically reviewed shareholder resolutions. Improved quality of shareholder resolution enabled engagements to prioritize the most material issues.

Management and Shareholder Proposal Vote Distribution for 2019

Source: Neuberger Berman. Data for the calendar year 2019.

Our commitment to engagement and good governance extends across our investment platform.

We are signatories and active supporters of stewardship codes across multiple geographies:

U.S. Investor Stewardship Group
Neuberger Berman is a signatory to the Investor Stewardship Group (ISG), a collective of some of the largest U.S.-based institutional investors and global asset managers, along with several of their international counterparts. The ISG was formed to bring all types of investors together to establish a framework of basic standards of investment stewardship and corporate governance for U.S. institutional investor and boardroom conduct.
UK Stewardship Code
Neuberger Berman subscribes to and is a signatory of the UK Stewardship Code published by FRC. We believe that good stewardship and responsible investment will provide our clients with better long term investment performance, thus enhancing the value that accrues to the ultimate beneficiary.
Japan Stewardship Code
Neuberger Berman welcomed and accepted the Principles for Responsible Institutional Investors “Japan’s Stewardship Code” in 2011. We continue to support the work of the Japan FSA to promote sustainable growth through dialogue between investors and management.
EU Shareholder Rights Directive
Neuberger Berman is reviewing the Shareholder Rights Directive ((EU) 2017/828) under the FCA’s policy statement PS19/13 and will provide an update if any changes are required in relation to existing policies regarding shareholder engagement already in place.
Industry Collaboration and Leadership
We work with like-minded institutions to advance the integration of environmental, social and governance factors across markets.