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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 24 meetings.
Companies should adopt, formulate, and communicate value-enhancing long-term strategies.
Companies should strive to maximize shareholder representation.
Boards of directors should actively engage with management to evaluate and control enterprise risk.
Companies should align management incentives with long-term shareholder goals.
Companies should allocate capital to maximize long-term risk-adjusted shareholder value.
Companies should consider the material impacts of their business and operations on the environment.
Effective boards of directors must be truly independent.
Companies should provide transparency in communication and reporting.
Companies should actively assess the material impacts of their business and operations on their employees, customers, local communities and society.
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NEW VOTE May 07, 2020 | Board Independence
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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 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. We opposed management on at least one item at 42% of meetings. Some of the main areas of opposition for management proposals involved director elections, management compensation, and share issuances without a clear case for the dilution. Main drivers of management opposition for shareholder proposals were related to political spending and lobbying disclosure, the separation of chair and CEO, and the elimination of supermajority provisions.

Management and Shareholder Proposal Vote Distribution for 20211

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.

2021 Meetings Voted by Region and Percentage Increase Since 2018
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NB Votes: Marvin Schwartz on General Motors
Neuberger Berman expects compensation committees to design, adopt and clearly articulate a strong link between executive compensation and performance. Learn more from Senior Portfolio Manager, Marvin Schwartz, about our views on General Motors at NB Votes.
NB Votes: Jason Tauber on Netflix
Neuberger Berman supports management proposals to declassify the board, eliminate supermajority voting requirements, and provide shareholders the right to call special meetings at Netflix Inc. Portfolio Manager, Jason Tauber, shares his insights on the proposals in further detail.