State Street Global Advisors 2025 US Proxy Voting Policy

State Street Global Advisors (“SSGA”) has updated its proxy voting and engagement policy (effective for meetings as of March 1, 2025).

SSGA has made several modifications, most notably to the sections pertaining to board composition and director accountability, climate and sustainability, governance and shareholder proposals, and proxy contests. These changes might impact SSGA voting in 2025.

SSGA revised its overall approach to stewardship by clarifying that as a passive manager they will consider the applicable regulation in markets it operates in when applying its stewardship guideline. It replaced an emphasis on ESG with a broader and more general focus on disclosure and fiduciary duty. Specific changes:

Added a disclaimer emphasizing it does “not seek to change or influence control of any such portfolio companies” when engaging and voting proxies.
Changed the name of its “ESG Committee” to “Global Fiduciary and Conduct Committee.”
Clarified that it implements its own policy and does not blindly follow any policy offered by ISS or other policy provider.
Clarified that while the three principles of effective board oversight, disclosure and shareholder protection relate across all of SSGAs’ proxy voting decisions it may apply principles differently in various markets based on market-specific factors.
Removed prior reference to issuer-specific engagements on sustainability related risks and opportunities.

Based on these changes seemingly influenced by the SEC’s recent 13G/D guidance, SSGA is likely to be less prescriptive when providing feedback and rationale regarding its voting and engagement, and likely to adapt its practices based on considerations specific to each market.

Board Composition and Director Accountability Changes

Board Diversity

Changed guideline to emphasize board composition over diversity, including by renaming “Board Diversity” section to “Board Composition.” Illustrative Changes include:

Added language stating the general value of diverse perspectives, which includes skills, age, and demographic considerations on boards. Emphasized that the nominating committee is best placed to make decisions around board composition.
Added clarifying language that other factors like board size, local regulation, and geographical location can influence board composition.
Revised board member tenure to emphasize the importance of the business cycle for a company's industry and removing a standard to vote against directors for excessive tenure.

Changes also included removing specific expectations on board diversity:

S&P500	Russell 1000	Russell 3000	All Listed Companies
May no longer vote against the nominating committee chair or board leadership when a board does not have at least one board member from an underrepresented racial or ethnically diverse background.	May no longer vote against nominating committee chair or board leadership where board composition disclosure on gender, racial, and ethnic composition does not occur.	May no longer vote against the nominating committee chair where the board is not composed of at least 30 percent female directors.	May no longer vote against incumbent nominating committee members at all listed companies that do not have at least one female board member.

Governance Provisions

New guidelines states that they may no longer consider withholding votes against directors for the following reasons:

ESG Risk Oversight	Changes to Bylaws	Audit-related issues
Directors failing to demonstrate effective oversight in governance, climate risk management, and human capital management.	Directors of companies that unilaterally adopted/amended company bylaws that negatively impact shareholder rights (such as fee-shifting, forum selection, and exclusion service bylaws).	Audit committee members if there are concerns with audit-related issues, which includes audit fees out of line with the standard.

More specific expectations were replaced with general language that SSGA may engage with a board to understand how the company understands and oversees risk and may consider voting against responsible directors if they believe they’ve failed in their duty to shareholders.

Attendance & board commitment

Revised guidelines on attendance and board commitment to be less perspective. Changes included:

S&P500 Companies: May not default to voting against members of the nominating committee with a combined chair and CEO.
Attendance: May not withhold votes from directors failing to attend at least 75% of board meetings; however, the attendance at 75% of meetings remains an expectation.
Overboarding: Removed considerations to vote against directors for overboarding and inadequate director time commitment disclosure. Added that nominating committee is best placed to determine appropriate time commitments for a company’s directors.

Responsiveness to Shareholders: Revised guideline on expected response to shareholder votes

Removed reference to withholding votes from directors of companies that have not been responsive to a shareholder proposal that received a majority shareholder support at the last annual or special meeting.
Removed language to withhold votes from compensation committee directors based on executive compensation practices and consideration of the level of dissent against a prior management pay proposal.

These changes suggest that SSGA is likely to look at Board Composition more broadly with an expectation for nominating committees to ensure there is a sufficient level of diverse experiences and perspectives for effective board oversight. Further, SSGA may be more lenient in in its application of director accountability votes, determining board effectiveness based on its analysis of company disclosure and other factors which may influence board composition, including board size, geographic location, and local regulations.

SSGA revised policy on Climate and Sustainability

Climate/Sustainability Risk Reporting

Maintained expectation that companies that have identified climate risk as material to provide disclosure of climate-related risks and opportunities.
Removed endorsement of Task Force on Climate related Financial Disclosures (TCFD) framework and Sustainability Accounting Standards Board (SASB) guidance. Replaced with support for minimum expectation that companies comply with respective market governance codes and/or stewardship principles.
Removed section regarding “Say-on-Climate” votes. SSGA continues to not support an annual Say-on-Climate vote.

Greenhouse Gas Emissions

Maintained preference for disclosure of Scope 1 and Scope 2 emissions and related targets, however, is not prescriptive in how a company sets its targets.
Clarified expectation on Scope 3; no company is expected to set Scope 3 emissions targets; only encourages companies to disclose the most relevant categories of Scope 3 emissions.

These changes suggest that SSGA is likely to be less prescriptive on its requirements regarding specific climate-related disclosure and targets, instead allowing companies that have identified material climate-related risks to provide disclosure that complies with their respective market governance codes and stewardship principles. The removal of all references to TCFD and SASB guidance frameworks, alongside the removal of the statement that SSGA may withhold votes from directors that have been remiss in their duties to manage climate risk, is likely indicative of its approach to be less prescriptive.

SSGA revised policy on Governance

Clarified that at a minimum a company’s own governance principles should comply with their market's governance codes and/or stewardship principles, which should also include an assessment of their compliance level to their local market code.
Stated that if not compliant with their market’s code they should provide rationale regarding their preferred governance structure.
Emphasized their review of governance practices at companies in selected indexes for adherence to market governance codes and/or stewardship principles.

Revised evaluation of shareholder proposals

Bylaw amendment proposals: Removed considerations to generally vote against amendments to bylaws requiring super- majority shareholder votes to pass or repeal certain provisions.
Elimination of super-majority vote requirement: Removed considerations to generally vote for the reduction or elimination of super-majority vote requirements, unless management of the issuer was concurrently seeking to or had previously made such a reduction or elimination, and to generally vote against proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.
Material Topic disclosure assessment: Clarified that where a company receives a proposal on an issue assessed to be financially material by the company, SSGA will evaluate the quality of the disclosure when making its determination. Specific mention was made about relevant environmental (climate, methane, biodiversity) and social (human capital, diversity equity, and inclusions, pay equity, civil rights, and human rights) topics that might pose a material risk to a company and could require additional disclosure.

Based on these changes, SSGA is likely to consider its support for shareholder proposals largely based on its review of a company’s relevant disclosures against industry and market best practice (e.g., peer disclosure, relevant frameworks, relevant industry guidance).

SSGA revised policy on proxy contests

Added “Expertise of board members with respect to company industry and strategy” as an additional factor when evaluating dissident nominees.
Added an acknowledgement that while it might be helpful during a contested situation to meet with the dissident or proponent that they may limit discussions to investors who have filed the necessary documentation with regulators and will engage at their own discretion.

Based on these changes, SSGA is likely to be more selective when considering engagement related to proxy contests, vote-no campaigns, and related shareholder proposals at contested meetings, further leveraging its own research and analysis based on available disclosure.

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