At Neuberger, active ownership is core to who we are. We are long-term investors and engage management teams in a deliberate, constructive manner on behalf of our clients. Established in 2020, NB Votes reinforces our commitment to transparency: we disclose our voting intentions in advance of select shareholder meetings where we believe the issues presented may carry material economic implications for our clients. We concentrate on a subset of significant votes on key topics at companies in which we maintain meaningful economic exposure for our clients. In these instances, we believe management teams benefit from understanding shareholders’ perspectives and priorities. We support management when we believe their actions will enhance long-term value, and we will vote otherwise when we determine doing so is in shareholders’ best financial interests. This is central to our approach to engaged ownership.
As shareholders and active managers, we view proxy voting as a core part of the investment process and a key mechanism for holding boards accountable in seeking long-term value creation. Nevertheless, proxy voting is only one of several tools available to shareholders. We believe voting decisions should be grounded in bottom-up fundamental analysis and shaped by ongoing engagement led by our portfolio managers and analysts, who also focus on broader governance topics—such as capital allocation and corporate strategy—that rarely appear on the ballot.
We also believe regular engagement strengthens the quality of our voting. By having our portfolio managers and industry analysts assess proposals and directly inform our proxy voting process—rather than assigning that responsibility to a separate stewardship function—we seek to ensure our votes reflect a nuanced understanding of each company and the dynamics of its industry.
This is more critical than ever as we enter 2026 in an environment defined by change: in evolving trade and fiscal policies, regulatory fragmentation, the speed of disruption of AI adoption and potential shifts in regulators’ views on engagement. In our view, these dynamics underscore the need for strong, independent boards equipped with relevant and diverse skillsets to navigate the dynamic business landscape while maintaining strategic clarity. Transparent communication with investors is increasingly important as companies navigate strategic decision making in a period of heightened uncertainty.
We saw this at Apple, with an annual meeting in the first quarter, that was among the earliest companies to operate under the SEC’s revised approach to excluding shareholder proposals under Rule 14a-8, which shifts the responsibility for assessing proposal eligibility from the SEC to issuers. We were pleased with the thoughtful and clear disclosure in the proxy statement on the process overseen by the Nominating and Governance Committee, including the statement explaining the rationale for excluding a shareholder proposal on procedural grounds. We view the company’s transparency in an area where regulatory clarity is still developing as a constructive early example of disclosure best practice. Given the robust governance process and transparency put forth by the company, on behalf of our clients for whom we have proxy voting authority, we supported the election of all members of the Nominating and Governance Committee, which oversees the shareholder proposal no action process.
Governance fundamentals and corporate strategy continue to remain in focus. At The Cooper Companies, we supported the election of a new independent director to the board based on our belief that refreshment would strengthen the composition and effectiveness of the board. We shared this feedback directly with management given our concerns regarding prolonged underperformance, strategic missteps and governance shortcomings, and encouraged the appointment of new independent directors with sector-specific expertise as well as a new Board Chair.
These are examples of our voting intentions already published on NB Votes in 2026 and illustrate the types of votes we are likely to disclose ahead of annual general meetings this season.
We spotlight votes when we believe our clients and company management teams can benefit from understanding our perspectives and priorities, and articulate the nuanced judgment and fundamental bottom-up analysis that goes into proxy voting which we believe will enhance and protect value for our clients, the ultimate beneficial owners of voting shares.
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