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Proposal name
Board Recommendation
Neuberger Berman Pre-Disclosed Vote
ENVIRONMENTAL, SOCIAL AND GOVERNANCE INVESTING
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.
Proxy Season Votes
In the current proxy season we have provided advanced vote disclosure at 26 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 and board 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.
Advance Vote Disclosure Overview
Jonathan Bailey, Head of ESG Investing at Neuberger Berman, introduces our advance vote disclosure initiative, which entails Neuberger Berman’s commitment to releasing our voting intentions on over 25 proxy votes this proxy season.
WATCH NOW
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 2020, 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 20201
Meetings Voted
In 2020, the number of meetings voted on behalf of our clients is consistent year over year, seeing a 1% increase from the prior year. We continue to see a steady growth in number of meetings voted in the EMEA region (up 14% since 2017) and Japan (up 46% since 2017) driven by efforts to diversify risks across new sectors and market capitalizations, as well as reaching into new investing opportunities.
Additional Information
2020 Meetings Voted by Region and Percentage Increase Since 20172
Insights
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Engagement Spotlight: Seeking Improved Disclosure in Japan
This week, Neuberger Berman has announced that the firm is seeking improved disclosure from Daibiru Corporation regarding its decision to support its parent company and controlling shareholder, Mitsui O.S.K. Lines’ tender offer.
READ MORE
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Are We There Yet?
Regardless of whether we get a hard or soft landing, we likely face a steep approach to the runway in trying to “land this plane.” The question is, how well consumers and companies absorb the slowdown, and whether sentiment is already bearish enough to create long-term value.
Japan: Land of the Rising Prices?
Japan looks set to emerge from 30 years of near-zero inflation in 2022—but are its companies able to absorb higher costs, or even re-learn the art of passing price hikes on to their customers?
Alternative Data: Workforce Recovery and the Great Resignation
More displaced workers seem ready to come back into the labor force, but employers may need to watch their highly compensated “stayers.”
George Walker on CNBC: Taking a Stand with NB Votes
(7:55) George Walker, Chairman and CEO of Neuberger Berman, discusses Neuberger Berman’s advance proxy voting disclosure initiative, NB Votes, on CNBC.
Engagement at Its Core: Inside the Advance Proxy Voting Initiative
(17:01) As we have concluded this year’s inaugural advanced proxy vote disclosure initiative, we highlight the importance of advanced vote disclosure, how engagement with portfolio companies is at the core of the investment process and what lies ahead for the next proxy voting season.
The 2020 Proxy Season and NB Votes
Neuberger Berman’s Engagement Series presents insights and case studies on our dialogue with companies, government entities and other securities issuers.
Advance Vote Disclosure
(2:18) 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.
Neuberger Votes Against Lennar Management in First Vote of New Proxy Initiative
Starting on April 3rd, as part of a new Neuberger Berman initiative, NB25+, we began to publish our vote intentions in advance for key votes. We have committed to do so for at least 25 votes this proxy season.Engagement
Explore insights and case studies focusing on our dialogue with companies, government entities, and other securities issuers.
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