This structure should be aligned with shareholder interests, particularly the generation of sustainable, long-term value. We may vote against certain directors where changes to governing documents are not put to a shareholder vote within a reasonable period of time, particularly if those changes have the potential to impact shareholder rights (see Director elections). We will typically support qualified ESPP proposals. Please read the prospectus and summary prospectus carefully before investing. Who may vote: If you owned shares of RTX Common Stock at the close of business on March 7, 2023, you are entitled to receive this Notice of the 2023 Annual Meeting and to vote at the meeting, either during the virtual meeting or by proxy. For companies facing insolvency or bankruptcy, a premium may not apply, There should be clear strategic, operational, and/or financial rationale for the combination, Unanimous board approval and arms-length negotiations are preferred. Such information shall be provided to a Proxy Administrator each time Artisan Partners enters into an HOW SHARES ARE VOTED We make all of our proxy voting decisions independently based on these Proxy Voting Principles and Guidelines. ? q+Hv~ IicC"%l|lc?gN.yV^}v]wmY]Mtuw?aY:M}Q]1_/)f_Xe[iRVyxrI^r.%"W`O`!q BIS will generally support annual advisory votes on executive compensation. We recognize that some companies may report using different standards, which may be required by regulation, or one of a number of private standards. During a CEO transition, companies may elect for the departing CEO to maintain a role in the boardroom. 0000042408 00000 n 1 Proxy Voting by Investment Advisers, Release No. Appropriate risk oversight of business-relevant and material sustainability-related considerations is a component of a sound governance framework. In assessing mergers, acquisitions, or other transactions including business combinations involving Special Purpose Acquisition Companies (SPACs) BIS primary consideration is the long-term economic interests of our clients as shareholders. That diversity can enable companies to develop businesses that more closely reflect and resonate with the customers and communities they serve. 1A public company executive is defined as a Named Executive Officer (NEO) or Executive Chair(go back), 2In addition to the company under review. Common impediments to independence may include: We may vote against directors who we do not consider to be independent, including at controlled companies, when we believe oversight could be enhanced with greater independent director representation. We typically defer to the board in setting the appropriate size and believe that directors are generally in the best position to assess the optimal board size to ensure effectiveness. Common circumstances are illustrated below: Directors should generally be elected by a majority of the shares voted. This process may include internal board evaluations; however, boards may also find it useful to periodically conduct an assessment with a third party. In our view, an informative indicator of diversity for such companies is having at least two women and a director who identifies as a member of an underrepresented group. WebEXECUTIVE SUMMARY Policy Updates for 2023 W W W . To signal our concerns, we may also vote against the chair of the nominating/governance committee, or where no chair exists, the nominating/governance committee member with the longest tenure. Webproxy voting principles and philosophy discussed in the Invesco Global Proxy Policy. 0000012287 00000 n Where compensation structures provide for a front-loaded[10] award, we look for appropriate structures (including vesting and/or holding periods) that motivate sustained performance for shareholders over a number of years. 0000012363 00000 n While we believe special awards[11] should be used sparingly, we acknowledge that there may be instances when such awards are appropriate. (go back), 15The global aspiration to achieve a net-zero global economy by 2050 is reflective of aggregated efforts; governments representing over 90% of GDP have committed to move to net-zero over the coming decades. Proxy Voting Guidelines: TRPA. However, the final voting decision is independent and voting authority rests Directors should be re-elected annually; classification of the board generally limits shareholders rights to regularly evaluate a boards performance and select directors. The integrity of financial statements depends on the auditor effectively fulfilling its role. Performance-based compensation should include metrics that are relevant to the business and stated strategy and/or risk mitigation efforts. These clauses also tend to specify that an all-cash bid for all shares that includes a fairness opinion and evidence of financing does not trigger the pill, but forces either a special meeting at which the offer is put to a shareholder vote or requires the board to seek the written consent of shareholders, where shareholders could rescind the pill at their discretion. We will also evaluate whether there is general consistency between a companys stated positions on policy matters material to their strategy and the material positions taken by significant industry groups of which they are a member. WebName of proxy vote by the homeowners association during the _____ meeting. C O M 6 of 17 Upcoming Milestones Early-Mid December: Publication of all updated ISS benchmark policies (proxy voting guidelines) for 2023 on ISS website. It is our view that well-run companies, where appropriate, effectively evaluate and manage material sustainability-related risks and opportunities[12] as a core component of their long-term value creation for shareholder and business strategy. In order to deliver long-term value for shareholders, companies should also consider the interests of their key stakeholders. WebIn the exercise of proxy voting authority which has been delegated to it by particular clients, the Advisor will apply the following policies in accordance with, and subject to, any 0000033519 00000 n A classified board structure may also be justified at non-operating companies, e.g., closed-end funds or business development companies (BDC),[3] in certain circumstances. document.getElementById( "ak_js_1" ).setAttribute( "value", ( new Date() ).getTime() ); Posted by Sandy Boss, John Roe and Jessica McDougall, BlackRock, Inc, on, Harvard Law School Forum on Corporate Governance, Do Diverse Directors Influence DEI Outcomes, International Financial Reporting Standards (IFRS) Foundation, International Sustainability Standards Board (ISSB), https://www.blackrock.com/corporate/literature/whitepaper/bii-managing-the-net-zero-transition-february-2022.pdf, Mergers, acquisitions, asset sales, and other special transactions, Material sustainability-related risks and opportunities, Employment as a senior executive by the company or a subsidiary within the past five years, An equity ownership in the company in excess of 20%, Having any other interest, business, or relationship (professional or personal) which could, or could reasonably be perceived to, materially interfere with the directors ability to act in the best interests of the company and its shareholders, Where the board has failed to facilitate quality, independent auditing or accounting practices, we may vote against members of the audit committee, Where the company has failed to provide shareholders with adequate disclosure to conclude that appropriate strategic consideration is given to material risk factors (including, where relevant, sustainability factors), we may vote against members of the responsible committee, or the most relevant director, Where it appears that a director has acted (at the company or at other companies) in a manner that compromises their ability to represent the best long-term economic interests of shareholders, we may vote against that individual, Where a director has a multi-year pattern of poor attendance at combined board and applicable committee meetings, or a director has poor attendance in a single year with no disclosed rationale, we may vote against that individual. jxD NyA%oIL.Mr`sjk BCy +MX |. |_j l3 endstream endobj 2075 0 obj <>/Filter/FlateDecode/Index[347 1689]/Length 63/Size 2036/Type/XRef/W[1 2 1]>>stream We generally support reverse stock splits that are designed to avoid delisting or to facilitate trading in the stock, where the reverse split will not have a negative impact on share value (e.g., one class is reduced while others remain at pre-split levels). Our publicly available commentary provides more information on our approach to corporate political activities. Corporate form shareholder proposals are evaluated on a case-by-case basis. From time to time, shareholder proposals may be presented to promote auditor independence or the rotation of audit firms. This may include when a company needs consistency and stability during a time of transition, e.g., newly public companies or companies undergoing a strategic restructuring. Investing involves risk, including possible loss of principal. 1. We generally favor prompt recoupment from any senior executive whose compensation was based on faulty financial reporting or deceptive business practices. Further, if a company qualifies as an emerging growth company (an EGC) under the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), we will give consideration to the NYSE and NASDAQ governance exemptions granted under the JOBS Act for the duration such a company is categorized as an EGC. Where a company has not adequately demonstrated, through actions and/or disclosures, how material issues are appropriately identified, managed, and overseen, we will consider voting against the re-election of those directors responsible for the oversight of such issues, as indicated below. Conversely, we note that some shareholder proposals seek to address topics that are clearly within the purview of certain stakeholders. This includes, but is not limited to, settlement agreements arising from such behavior and paid for directly by the company. For this reason, BIS sees engagement with and the election of directors as one of our most critical responsibilities. Where a standardized proxy access provision exists, we will generally oppose shareholder proposals requesting outlier thresholds. h{HSQsusVbf+[2R0J3-\e.Q75)(1YFNB8Z3PmFup}9 @ 834H>$@bj6DQjqgd +E%}#g}Zc[R)FaBvqn[]mS5Wvz>t0AbTF[Rtn&Q6vR _Wlz{N45]f&bg~hh59 FT ^#_gzM6D~f6*.km)[Ng0NBP4+\7&mG(3WkELFYP?R In cases where a board unilaterally adopts exclusive forum provisions that we consider unfavorable to the interests of shareholders, we will vote against the Independent Chair or Lead Independent director and members of the nominating/governance committee. A growing number of companies, financial institutions, as well as governments, have committed to advancing decarbonization in line with the Paris Agreement. Business model, strategy, location, and company size may also impact our analysis of board diversity. We generally favor a simple majority voting requirement to pass proposals. An EGC should have an independent audit committee by the first anniversary of its IPO, with our standard approach to voting on auditors and audit-related issues applicable in full for an EGC on the first anniversary of its IPO. 0000001137 00000 n We depend on companies to provide accessible and clear disclosures so that investors can easily understand how their political activities support their long-term strategy, including on stated public policy priorities. 77F?5u\ We will evaluate the economic and strategic rationale behind the companys proposal to reincorporate on a case-by-case basis. BIS may support a request to reprice or exchange underwater options under the following circumstances: BIS may also support a request to exchange underwater options in other circumstances, if we determine that the exchange is in the best interests of shareholders. In this context, we encourage companies to include in their disclosures a business plan for how they intend to deliver long-term financial performance through a transition to global net zero carbon emissions, consistent with their business model and sector. (go back), 19BlackRock is subject to certain regulations and laws in the United States that place restrictions and limitations on how BlackRock can interact with the companies in which we invest on behalf of our clients, including our ability to submit shareholder proposals or elect directors to the board. 0000005611 00000 n It allows boards to have deeper discussions and make more resilient decisions. We see it as a means to promoting diversity of thought and avoiding group think in the boards exercise of its responsibilities to advise and oversee management. Excluding exigent circumstances, BIS generally considers attendance at less than 75% of the combined board and applicable committee meetings to be poor attendance. Additionally, we may oppose shareholder proposals requesting the right to act by written consent if the company already provides a shareholder right to call a special meeting that offers shareholders a reasonable opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. Investments are not FDIC-insured, nor are they deposits of or guaranteed by any bank or any other entity. The information provided here is neither tax nor legal advice. We may also support a pill where it is the only effective method for protecting tax or other economic benefits that may be associated with limiting the ownership changes of individual shareholders. Many companies have an opportunity to use and contribute to the development of low carbon energy sources and technologies that will be essential to decarbonizing the global economy over time. In addition, to the extent that an auditor fails to reasonably identify and address issues that eventually lead to a significant financial restatement, or the audit firm has violated standards of practice, we may also vote against ratification. 0000033560 00000 n They are to be applied with discretion, taking into consideration the range of issues and facts specific to the company, as well as individual ballot items at shareholder meetings. As such, we will generally oppose proposals requesting the adoption of cumulative voting, which may disproportionately aggregate votes on certain issues or director candidates. We believe boards should aspire to meaningful diversity of membership, at least consistent with local regulatory requirements and best practices, while recognizing that building a strong, diverse board can take time. See Appendix A of Calverts Proxy Voting Policies and Procedures for a general discussion of the proxy voting guidelines to which these ETFs will be subject. We also recognize that continued investment in traditional energy sources, including oil and gas, is required to maintain an orderly and equitable transitionand that divestiture of carbon-intensive assets is unlikely to contribute to global emissions reductions. Corporate Governance Management teams of companies are accountable to the boards of directors and directors of publicly held companies are accountable to shareholders. These guidelines should be read in conjunction with the BlackRock Investment Stewardship Global Principles. In particular, where a director maintains a Chair role of a publicly listed company in European markets, we may consider that responsibility as equal to two board commitments, consistent with our EMEA Proxy Voting Guidelines. Nicholas J. 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