NB Votes

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. In the 2021 proxy season, we expect corporate response to the COVID-19 crisis to play a key role in our vote decisions.

PROXY VOTING

2021

40 meetings

2020

31 meetings

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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.

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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

NB Votes for Meaningful Change

Using broad analysis and insights, the ESG Investing team evaluated what, in their view, is important to share with companies in order to make a difference, especially after a year like 2020.

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