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 financially material 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.

Proxy Season Votes

In the current proxy season we have provided advanced vote disclosure at 42 meetings.

Strategy

Companies should adopt, formulate, and communicate value-enhancing long-term strategies.

Shareholder Representation

Companies should strive to maximize shareholder representation.

Risk Management

Boards of directors should actively engage with management to evaluate and control enterprise risk.

Incentives

Companies should align management incentives with long-term shareholder goals.

Capital Deployment

Companies should allocate capital to maximize long-term risk-adjusted shareholder value.

Environmental Issues

Companies should consider the material impacts of their business and operations on the environment.

Board Independence

Effective boards of directors must be truly independent.

Transparency and Communications

Companies should provide transparency in communication and reporting.

Social Issues

Companies should actively assess the material impacts of their business and operations on their employees, customers, local communities and society.

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ENGAGEMENT & PROXY VOTING

We believe voting proxies on behalf of our clients is an important component of creating shareholder value. This engagement fulfills our fiduciary responsibility to protect our clients’ best interests and our Governance and Proxy Committee oversees our Proxy Voting Policy and process to ensure there are no conflicts of interest. We provide guidelines and procedures to emphasize our transparency in proxy voting to clients.

Voting Statistics

In 2022, our investment teams voted at 4,900 meetings globally, At meetings voted, proposals put forth by management comprised the vast majority at 98% of proposals with shareholder proposals comprising the remaining 2%. 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 13% of management proposals and the 64% of shareholder proposals we opposed. We opposed management on at least one ballot item at 46% of meetings in 2022. Some of the main areas of opposition for management proposals involved director elections, management compensation, and share issuances without a clear justification for high levels of dilution. Main drivers for opposing management recommendations on shareholder proposals were related to the separation of chair and CEO, disclosure of emissions data, and political spending and lobbying disclosure.

Management and Shareholder Proposal Vote Distribution for 2022

Meetings Voted

In 2022, we voted at 4,900 meetings on behalf of our clients. We continue to see a steady growth in number of meetings voted in international markets driven by efforts to diversify risks across new sectors and market capitalizations, as well as reaching into new investing opportunities.

Additional Information

2022 Meetings Voted by Region and Percentage Increase Since 2019

Read 2022's Management and Shareholder Proposals Highlights

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George Walker on CNBC: Taking a Stand with NB Votes

Engagement at Its Core: Inside the Advance Proxy Voting Initiative

Neuberger Votes Against Lennar Management in First Vote of New Proxy Initiative

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