Management Proposals
Management Proposals
Supported Proposal
Opposed Proposal
AUDIT-RELATED
5,587
95% 94% 90% 90% 92% 93% 82% 75% 88%
293
5% 6%
Appointment of Auditor
549
36
BOARD-RELATED
24,528 21,835
2,848 2,299
10% 10%
Election of Directors
Ratification of Board Actions
715 211
66 16
8% 7%
Related Party Transactions
CAPITAL MANAGEMENT
2,346
519 209
18% 25% 12%
Authority to Issue Shares
640
Increase in Authorized Common Stock
75
10
CHANGES TO COMPANY STATUTES
1,568
88%
215
12%
Adoption of Majority Voting for the Election of Directors
2
100%
0
0% 9% 0%
Amend Articles, Constitution, Bylaws
413
91%
39
Elimination of Supermajority Requirement
61
100%
0
COMPENSATION
4,677 1,456
83% 84% 68% 96% 97% 96%
962 276
17% 16% 32%
Advisory Vote on Executive Compensation
Stock Option Plan
141
66
MERGERS AND ACQUISITIONS
528
21
4% 3% 4%
Divestiture/Spin-off Merger/Acquisition
59
2
265
10
Source: Neuberger Berman. Data for the calendar year 2021.
The above table profiles broad categories and select examples of our voting activity on management proposals in 2021. Each case is unique, but the high-level picture reflects our views on issues such as director elections, share issuances and executive remuneration, and how often those proposals met our expectations. The particular positions that led to our opposition on these issues are articulated in our Proxy Voting Guidelines, but are most commonly a reflection of concerns on the clarity of disclosure or the structure of executive compensation plan or capital management practices of a company.
56 2021 ESG ANNUAL REPORT
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