Neuberger Berman Begins Annual “NB Votes” Preannouncing Proxy Vote Intentions and Rationales
Portfolio Managers put Focus on Corporate Governance, Capital Allocation and Board Capabilities
New York, NY, May 2, 2023 – Neuberger Berman, a private, independent, employee-owned investment manager, announced the fourth year of its advance proxy voting disclosure initiative, NB Votes, where the firm discloses its voting intention and rationale in advance of stockholder meetings on a range of key issues across its nine key governance and engagement principles.
Neuberger Berman views voting as an integral part of the investment process. Its NB Votes initiative addresses key meeting proposals which its Portfolio Managers believe are financially material with the potential to influence long-term investment returns. Topics are expected to include Board quality and accountability, succession planning, capital allocation, executive compensation, climate risk management, and human capital management. Companies are navigating a challenging economic environment which makes it particularly important for investors to cast votes with an understanding of the context in which management teams and boards are acting.
Joseph Amato, President and Chief Investment Officer, Equities, said, “In general, we are long-term investors, and our portfolio managers have the understanding and insight to engage on financially material proposals that we expect to impact long-term performance. Proxy voting is just one way we seek to drive material improvements in performance at the companies in which we invest. Last year we held over 4,600 meetings with corporate management teams across equities and credit. We are pleased that many Boards and management teams welcome the transparency that we provide around our expectations.”
Detailed rationale for each specific NB Votes item is located on the firm’s dedicated NB Votes website. New votes and their rationales are added throughout the proxy season and one can sign up to receive updates here.
Caitlin McSherry, Director of Investment Stewardship, said, “Led by our portfolio managers, our goals with NB Votes are: Encourage companies to improve their governance practices, make the voting process more transparent, and demonstrate how our long-term, active-management approach drives our voting decisions. Meeting those goals often means going against the grain. In 2022, we announced our voting intentions on 63 key votes and decided to vote against management on 54% of them. Our votes may not trigger immediate policy shifts, but we believe our practice of regularly pre-announcing our intentions and explaining our rationale promotes better shareholder engagement and sends a strong signal about the direction we’d like companies to take.”
A selection of the 2023 NB Votes announcements:
Cigna: We voted against the executive compensation plan at Cigna Corporation. In our evaluation of compensation plans, we seek to understand how the metrics selected are related to the medium- to long-term business strategy articulated by executives. We believe target performance goals should be rigorous yet reasonable given the company’s strategy and circumstances. Here, despite multi-year engagement efforts, we have ongoing concerns with the executive compensation structure and design and believe there is opportunity for improvement to better align pay and performance.
Starbucks Corporation: We voted in opposition to management on a shareholder proposal calling for enhancements to the CEO succession planning policy. We believe CEO succession planning is one of the most important responsibilities of a board and found that the process followed for the recent CEO transition suggests a continued need for formalized vigilance around succession planning.
Daiwa Industries Ltd.: We voted against the re-election of top management to the board for their unresponsiveness to our concerns related to the company’s buildup of a significant cash pile and lack of transparency regarding its capital management strategy. Capital allocation decision making and disclosure has been a focus of our engagement efforts with the company in recent years. We believe top management should be held accountable for continuing to maintain an opaque capital management policy that is detrimental to shareholder value creation.
Air Liquide S.A.: We intend to vote for the CEO remuneration policy to signal support for the alignment of capital allocation decisions and incentives with the company’s strategy and long-term climate goals. Given the drive for energy efficiency and the energy transition, we believe the company’s investments in low-carbon and renewable hydrogen markets will serve as a competitive advantage and help the company capture significant incremental growth via its leading technologies.
While pre-announcement of proxy voting intentions is still not common practice, Neuberger Berman believes active managers, with voting responsibility on behalf of clients, are best positioned to encourage companies to raise their governance standards and disclosure practices and enhance financial performance. For full details on Neuberger Berman stewardship efforts please see our website.
About Neuberger Berman
Neuberger Berman, founded in 1939, is a private, independent, employee-owned investment manager. The firm manages a range of strategies—including equity, fixed income, quantitative and multi-asset class, private equity, real estate and hedge funds—on behalf of institutions, advisors and individual investors globally. With offices in 26 countries, Neuberger Berman’s diverse team has over 2,700 professionals. For nine consecutive years, the company has been named first or second in Pensions & Investments Best Places to Work in Money Management survey (among those with 1,000 employees or more). Neuberger Berman is a PRI Leader, a designation, since last assessed, that was awarded to fewer than 1% of investment firms for excellence in Environmental, Social and Governance (ESG) practices. In the 2021 PRI Assessment, the firm obtained the highest possible scoring for its overarching approach to ESG investment and stewardship, and integration across asset classes. The firm manages $436 billion in client assets as of March 31, 2023. For more information, please visit our website at www.nb.com.
(Americas) Alex Samuelson, 212.476.5392, Alexander.Samuelson@NB.com
(Europe) Fiona Kehily, +44 (20) 3214 9087, Fiona.Kehily@nb.com
(Asia) Kay So, 852 3664 8850, Kay.So@nb.com
(Japan & Korea) Kiyoko Yamaguchi, 8135218196, Kiyoko.Yamaguchi@nb.com