Thematic 2024 proxy voting policy updates

Board of Directors

Overboarding

• MFS Investments: In its 2024 policy updates, MFS added language to its director overboarding provision stating it may provide an exception for voting Against a director, if after engagement, MFS believes the director’s ability to dedicate sufficient time and attention is not impaired by the external roles.
• Lord Abbett: Lord Abbett updated its policy to remove the specific reference to overboarded CEOs who serve on more than two outside public company boards, replacing it with “Executive”, indicating its overboarding policy will now apply to any director who is actively serving in an Executive-level role and serves on more than two other outside public company boards.

Lead Independent Director

• MFS Investments:  updated its Independent Chair provision to specifically include a reference to lead independent director for its existing expectations which were specifically listed for an independent board chair.

Board Diversity

• MFS Investments: updated its board gender diversity threshold for women as it pertains to US/CA/EU/AU/NZ companies from 22% to 24%.
• Fidelity: For 2024 policy update, Fidelity made an additional update to the board diversity provision, revising the existing reference which was specific to women to now be replaced with “gender diverse” directors. The threshold remains the same regarding the absence of a gender diverse presence on the board or fewer than two gender diverse directors on a board of ten or more members.¹
• WMC:  From 2025, WMC may vote against the re-election of the Nominating/Governance Committee chair at major indices where the board is not comprised of at least 30% gender-diverse individuals (currently WMC diversity expectation is 20%).
• BG: BG added language to its existing board policy related to gender and ethnic diversity, now seeking a broader spectrum of attributes to include diversity of thought, background, skillset, time horizon and risk appetite. BG further clarifies its expectation for companies to take steps to understand and provide disclosure, where necessary, to improve upon board-level diversity based on these considerations.
• Lord Abbett: Lord Abbett added language to its existing diversity and board composition policy by updating its prior reference for evaluating the board candidacy of a director nominee to include “diversity of talent from many backgrounds.”

Compensation Committee Accountability

• MFS Investments:  MFS added language to its Executive Compensation section, specifically stating MFS may not support some or all nominees standing for election to a compensation/remuneration committee if it believes the committee is inadequately incentivizing or rewarding executives or is overseeing pay practices that it believes are detrimental the long-term success of the company.

Right to call a Special Meeting

• MFS Investments: MFS updated its Special Meeting provision, confirming its broader threshold expectations to be within an approximate 15-25% range, while further specifying 15% for large and widely held companies. MFS has also updated its Special Meeting threshold for supporting SHPs, lowering it from 15% to 10% - should a company already have an existing threshold.

Climate Disclosure

• WMC: In 2024, WMC will expand its voting approach for lack of Scope 1 and 2 emissions disclosure to include potentially voting against directors of large-cap companies in emerging markets. This is in addition to the previous application of MSCI World companies, companies assessed by the Transition Pathway Initiative (TPI), and other certain high-emitting companies. WMC will plan to engage with impacted companies ahead of time to better understand their transition plans.

Executive Compensation

Approach and Review

• MFS Investments: MFS also added language updating its Executive Compensation section by clarifying its approach to reviewing executive compensation as a two-step process:
  • First - seeks to identify any compensation practices that are potentially of concern by using both internal research and the research of third-party service providers.
  • Second - Where such practices are identified, MFS will then analyze the compensation practices in light of relevant facts and circumstances.
• BG: BG added language stating its expectation for an appropriate remuneration structure will depend on factors including the company’s size, stage of development, market and industry, alongside further consideration of matters such as proportion of fixed to variable remuneration, use of equity awards, relevance/ambition of performance conditions, and alignment with the wider workforce.

ESG metrics

• MFS Investments: MFS revised its language to specifically clarify that the inclusion of ESG incentives in a company’s compensation plan should be tied to issues that are financially material for the issuer in question and should predominantly include quantitative or other externally verifiable outcomes rather than qualitative measures.

Ares of Concern

• MFS Investments: MFS added language to its Executive Compensation section, specifically confirming multiple areas of concern which are flagged for MFS analysis when reviewing its votes on executive compensation-related proposals:
  • an incentive plan without performance conditions, without a substantial majority weighting to quantitative metrics or that vests substantially below median performance.
  • large windfall gains or award increases without justification.
  • one-off awards without justification or robust performance conditions, equity awards repriced without shareholder approval, substantial executive or director share pledging, egregious perks, or substantial internal pay imbalances.

Award Calculation

• MFS Investments: MFS also added language to its Executive Compensation section, specifically advocating for adequate disclosure regarding the calculation and justification for awards, enabling investors to appraise alignment with performance and future incentives.

Shareholder-sponsored proposals

Approach and Review

• BG: BG added language related to its approach to reviewing shareholder proposals which will now consider:
  • Whether they believe implementation of the requested action would further strengthen the long-term prospects of the business.
  • Relevance and materiality of the issue to the investment case.
  • How impactful the requested action would be, if passed, in making progress on the issue.
  • Whether BG believes that the proponent’s intention in submitting the proposal is aligned with BG’s priority to promote the company’s long-term prospects.

Natural and Human Capital Issues

• Fidelity: For this year’s 2024 policy update, Fidelity updated a key section in its policy retitled “Natural and Human Capital Issues”, clarifying its intent for evaluating human and natural capital issues based on Fidelity’s “research demonstrating an issue as financially material”.
  • Fidelity further updated the language within its four-point decision-making framework – indicating it is more likely to support shareholder proposals for companies that “Provide disclosure of new or additional information to investors without being overly prescriptive” or “Provide valuable information to the business or investors by improving the landscape of investment-decision relevant information or contributing to our understanding of a company’s processes and governance of the topic in question”.
• WMC: WMC has added a provision/language specific to Biodiversity, encouraging the disclosure of financially material biodiversity-related impacts and dependencies and may support shareholder proposals to that end.
• BG: BG is working with initiatives such as the Taskforce on Nature-related Financial Disclosures (TNFD) to explore the usefulness of structured frameworks for investors and clients. Future alignment and/or partnerships with such initiatives may provide guidance on matters related to biodiversity and natural capital.

Others topics

Updated Approach to ESG (BG)

• BG: In 2024, BG has substantially revised its approach to climate by removing specific language related to its expectation for companies to disclose Scope 1-3 emissions alongside a net zero 2024 commitment, as well as its expectation for “heavy-emitting sectors” to align with the Paris agreement ambition by 2025. BG now provides a simplified statement designating “entities not making enough progress on mitigating climate risks or accessing opportunities” as a potential source of risk to BG’s client returns. For guidance, BG refers shareholders to its Statement of Climate-related Intent and Ambition and Task Force on Climate-related Financial Disclosures Report. Further noted is the removal of expectations for auditors to conduct climate risk evaluations.

Virtual Meetings (WMC)

• WMC has added a provision/language specific to Virtual Meetings, encouraging the use of hybrid meetings and may oppose amendments to articles of association permitting virtual-only meetings where WMC perceives shareholder rights may be at risk. WMC may also support relevant shareholder proposals requesting companies to facilitate the ability to attend in person.

M&A and Special Transactions (MFS)

• MFS Investments: MFS added language to its M&A and Special transactions provision, specifically confirming that MFS analysis uses a variety of materials and information, including both its own internal research as well as third-party service providers. Acknowledgement of MFS use of third-party resources likely includes consideration of data inputs and overall advisory vote recommendations to help inform its case-by-case analysis as it relates to M&A and Special Transactions.

Compliance with Legal Obligations and Avoiding Conflicts of Interest (FMR)

• Fidelity: Revised language to declare its Voting of shares is conducted based on Fidelity’s “fiduciary obligations to the funds and all applicable laws and regulations”. It also has revised language to declare that Fidelity votes in a manner consistent with its guidelines and in the “best interests of the funds and their shareholders”.

 

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¹ In 2023, Fidelity added language within its board diversity policy specifically stating to consider opposition for director elections if “There are no racially or ethnically diverse directors”, addressing racial/ethnic diversity for the first time.