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Press Release

Neuberger Berman Launches “NB25+” to Preannounce Proxy Voting Rationale and Direction

Media Contact:

Alex Samuelson, 212.476.5392, Alexander.Samuelson@NB.com

New Effort Exceeds Client and Regulator Expectations on Disclosure and Rationale for Vote Choices

New York, NY, April 9, 2020 – Neuberger Berman, a private, independent, employee-owned investment manager, today announced the “NB25+” advance proxy vote disclosure initiative to publicly disclose and explain the firm’s voting rationale and intentions at more than 25 key annual shareholder meetings.

Neuberger Berman recognizes that at this moment, we are all rightly focused on the global health crisis and the protection of the most vulnerable among us. But, as we peer over the horizon, we believe governance and sustainability practices will increasingly matter and can directly impact both long-term performance and resilience in future crises. To that end, we will change our practices and be the first major asset management firm to provide advance proxy vote disclosure.

The advance vote disclosures will be driven by Neuberger Berman’s more than 600 investment professionals and not by a small stewardship group or independent proxy advisors. These are the same professionals who lead our on-going engagement with the firms in which we invest or whom we finance. Our aim is to protect shareholder capital, fulfill fiduciary responsibilities to clients, promote transparency and accountability, and exceed regulatory requirements. Neuberger Berman plans to expand this initiative over time and invites other managers to join in disclosing their key votes.

In the current historically volatile equity market environment, engagement matters more than ever as proxy season opens. Growing passive ownership — and the corresponding disconnect between deep analysis of companies and the proxy vote decision-making process — makes the focus and clarity of active managers’ voting choices a potentially important driver of shareholder value.

“Leadership matters, especially in difficult periods. Firms with sustainable practices will be more resilient. Shareholders need to engage as owners for our capitalist system to work. Therefore, we have decided to step forward and share our thinking upfront on issues facing companies in which we invest. It can be tough to publicly challenge management or speak up for or against activists, but we think it’s more important now to make our voice heard as we seek to improve the firms in which we invest,” said George Walker, CEO, Neuberger Berman.

Neuberger Berman understands no other large investment manager (AUM +$100 billion) discloses a meaningful number of key votes well in advance of the meeting. Most firms disclose votes long after the election, if at all.

For example, Neuberger Berman may disclose a planned vote against a director who sits on many other boards on the basis that it is unlikely that they can fulfill their responsibilities adequately, particularly during periods of crisis. Or on a compensation plan which may not foster good long-term capital allocation or which may encourage excessive leverage and reduce the ability of the company to weather economic shocks. Or on a shareholder proposal which if acted on might improve the resilience of the supply chain or protection for workers.

Jonathan Bailey, Head of ESG Investing at Neuberger Berman, said; “Some of the world’s most sophisticated asset owners disclose their votes in advance because they understand that it can help elevate the quality of corporate governance at companies. We think it is time for large asset managers to do the same. Our analysts and Portfolio Managers conduct thousands of engagements with companies each year, and we cast proxy votes based on our own guidelines and analysis. By disclosing key votes in advance, we hope that more companies will be clear about our expectations.”

Details on the NB25+ are located on the firm’s Engagement and Proxy Voting website. The NB25+ disclosures began posting on Friday, April 3, 2020. Voting summaries will be added throughout proxy season. Examples of Neuberger Berman disclosures for meetings include:

At Lennar Corp (LEN), as we posted publicly on Friday, April 3, 2020, we voted against the executive compensation plan and the election of the director currently chairing the compensation committee. We expect compensation committees to design, adopt and clearly articulate a strong link between executive compensation and performance. The company has had a number of years of sizable executive compensation awards that have created a misalignment between pay and performance. Though the company has made incremental changes to its plan, the compensation committee continues to provide for outcomes significantly in excess of the cost of incentivizing executives at peer companies. We will also vote against a director who failed to attend at least 75% of the company’s board and committee meetings and has not provided us with a reasonable explanation for these absences.

At Adobe Systems (ADBE), we will support management and vote against a shareholder proposal regarding a median gender and racial pay equity report. Neuberger Berman generally supports efforts to study and report on any discrepancies in compensation based on gender; in fact, we supported a majority of those shareholder proposals last year. Here, however, we find the company has provided substantial disclosure that allows shareholders to evaluate the quality of oversight and progress on this issue. As such we will continue working with the company on the management of this important topic and do not need to support the shareholder proposal at this time.

At Stanley Black & Decker (SWK), we will support management and vote against a shareholder proposal regarding a right to act by written consent. We generally support the right of shareholders to call a special meeting and — where the right does not exist — to act by written consent. We generally believe a special meeting threshold in the range of 20 – 25% is appropriate at most companies. Here, we recognize our engagement with the company, which contributed to the decision to reduce the threshold and the improvement of shareholder rights. In light of that change and in line with our policy, we now consider the written consent shareholder proposal unnecessary.

At Sherwin-Williams Co. (SHW), we will support management and vote for an advisory vote on executive compensation. Neuberger Berman expects companies to design compensation policies that are appropriate to their situation and that will attract and retain skilled executives who will be incentivized to increase long-term shareholder value. We expect compensation committees to design, adopt and clearly articulate a strong link between executive compensation and performance. We believe that Sherwin-Williams’ compensation program contains appropriate structure and provides substantial disclosure that allows shareholders to evaluate the link between executive compensation and performance. Their program utilizes specific performance metrics tailored to the business to appropriately measure performance.

For full details on Neuberger Berman ESG 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 23 countries, Neuberger Berman’s diverse team has 2,200 professionals. For six 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). The firm was awarded an A+ in every category in the latest 2019 PRI report for our approach to ESG integration across asset classes. The firm manages $356 billion in client assets as of December 31, 2019. For more information, please visit our website at www.nb.com.