Corporate Governance

As an independent asset management firm, we are committed to encouraging good corporate governance practices at the companies in which we invest. We seek to impact governance in several ways, including through proxy voting and listening to companies held in the portfolios we manage. We also seek to improve internal processes through research on governance matters and participation in industry surveys and events.

For questions about our corporate governance activities or policies, visit the links below or contact us at corporategovernance@dimensional.com.

Policies

  • Introduction

    At Dimensional Fund Advisors, our efforts to add value do not end once the portfolios we manage invest in a company. Our activity in corporate governance is an additional way that we seek to make a positive impact on the overall investment process.

    The mission of our corporate governance (CG) group is to maximize shareholder value. While shareholder value can be a broad concept, we believe that the primary goal of good governance is to ensure that shareholders are properly represented. This is best accomplished by having a competent and fairly compensated board of directors and putting in place a governance structure that minimizes the potential for conflicts of interest between shareholders on the one hand, and board members or management on the other hand. If conflicts are unavoidable, transparency and disclosure should be robust and meaningful so that shareholders can adequately assess the need for, and the potential impact of, the conflict of interest.

    We seek to encourage good governance practices in a variety of ways, including through the implementation of our proxy voting policy, by listening to companies held in the portfolios we manage, and sharing with such companies Dimensional policies regarding certain key areas of focus, such as executive compensation, proxy contests, mergers and spin-offs, and anti-takeover devices (including poison pills and staggered boards).

  • Anti-takeover provisions

    We believe that the market for corporate control, which often results in acquisitions that are accretive to shareholders, should be able to function without undue restrictions. Takeover defenses such as poison pills and classified boards can lead to entrenchment of management and reduced accountability at the board level.

    Poison Pills. In general, we intend to vote the shares of the portfolios we manage against poison pills, as well as all directors that put a poison pill in place without first obtaining shareholder approval. We generally intend to vote against those directors not only at the company whose board adopted the poison pill but also against such directors if they serve on boards of other companies held in the portfolios we manage. In considering a poison pill for approval, we may take into account the existence of ‘qualified offer’ and other shareholder-friendly provisions. For pills designed to protect net operating losses, we may take into consideration a variety of factors, including but not limited to the size of the available operating losses and the likelihood that they will be utilized to offset gains.

    Classified Boards. We believe that shareholders should be given the right to vote on the entire slate of directors on an annual basis and encourage boards to conduct annual elections for all sitting directors.

  • Related Party Transactions

    Related-party transactions have played a significant role in several high-profile corporate scandals and failures. Transfers of value from shareholders to management, or parties connected to management, are sometimes difficult to evaluate on their merits. As a result, even potentially beneficial transactions can reduce shareholder value due to the mere appearance of impropriety. As such, we believe related party transactions should be minimized and, when such transactions are determined to be fair to the company and its shareholders in accordance with the company’s policies and governing law, should be thoroughly disclosed in public filings.

  • General Industry Best Practices

    Dimensional’s policies and approach with regard to corporate governance also reflect certain industry best practices which seek to minimize undue limitations on shareholder rights. Examples of what we believe to be industry best practices in a few areas include:

    • Majority (rather than plurality) voting standard for election of directors
    • Majority (rather than supermajority) voting standard for other items such as bylaw amendments and mergers
    • Shareholder rights to call special meetings (25% threshold) and take action by written consent
    • Avoidance of dual class share structures
  • Responsible Investment Policy

    Responsible Investment Statement

    Effective as of February 2018

    General Statement

    Dimensional’s investment philosophy is based on the belief that in liquid capital markets, prices reflect all publicly available information about fundamental values. As such, Dimensional’s view is that securities traded in those markets reflect the aggregate risk and return expectations of all market participants and competition among market participants drives prices toward fair value.

    This belief in markets means that Dimensional expects any value or long-term profitability attributable to a company’s current environmental, social, and governance practices to be reflected in a company’s price. A company can improve its corporate governance practices by aligning company management with shareholder interests, such as by promoting strong board representation, as well as by reducing unnecessary environmental and social risks. Dimensional also believes efforts to improve corporate governance may be reflected in increased valuations through a combination of lower discount rates and higher cash flows. For this reason, Dimensional primarily focuses its responsible investment efforts on improving governance practices in companies within the investment portfolios it manages on behalf of its clients.

    Investors, particularly long-term shareholders with significant positions, can be well positioned to positively influence a company’s governance practices. We believe that shareholders have a right to be heard by company management and that it is our responsibility as an investment manager to judiciously exercise shareholder voting rights on behalf of the portfolios we manage, taking into account both the costs and potential benefits. Dimensional broadly incorporates governance considerations into the investment management process through its proxy voting, which incorporates practices to reflect shareholder interests, as well as communicating with portfolio companies to share Dimensional policies and areas of focus with regard to governance practices. Dimensional improves its internal processes through selected projects, research and consistent review of those processes.

    United Nations Principles for Responsible Investment (“UNPRI”)

    As part of its commitment to encouraging strong governance, Dimensional became a signatory to the UNPRI in August 2012. The UNPRI provides a framework for incorporating environmental, social, and corporate governance (“ESG”) considerations into investment management practices. Dimensional commits to adopt and implement the six principles of the UNPRI (the “Principles”) where consistent with its fiduciary duty to clients, including:

    Principle 1: Dimensional will incorporate ESG issues into investment analysis and decision-making processes.

    Principle 2: Dimensional will incorporate ESG issues into relevant policies and practices.

    Principle 3: Dimensional will seek appropriate disclosure on ESG issues from relevant portfolio companies.

    Principle 4: Dimensional will promote acceptance and implementation of the Principles within the investment industry.

    Principle 5: Dimensional will work to enhance its effectiveness in implementing the Principles.

    Principle 6: Dimensional will report on its activities and progress toward implementing the Principles.

    Responsible Investment Initiatives

    Corporate Governance Committee and CG Group

    Dimensional has established a Corporate Governance Committee that reports to the Investment Committee. The Corporate Governance Committee is composed of senior executives, officers, directors, and members of the portfolio management team and is responsible for administering Dimensional’s proxy voting policy, considering complex proxy voting cases, and overseeing the Corporate Governance Group.

    The Corporate Governance Group is a day-to-day working unit, which implements policies and oversees operations. This group includes dedicated analysts and resides within Portfolio Management. The group also utilizes investment management personnel in the Portfolio Management group.

    Investment Management

    Dimensional’s primary responsible investment focus is on improving governance practices at portfolio companies.  As an example, Dimensional generally excludes closely held companies from its universe of eligible securities for its clients on governance grounds, since companies with large strategic shareholders may not represent the interests of a broad set of shareholders. Dimensional may also choose not to purchase companies for its clients where, based on public information, in its judgment, there is a heightened concern of fraudulent or other behavior or situations that may make market information unreliable.

    Dimensional also takes environmental and social principles into consideration for certain portfolios it manages. If clients have particular social and/or environmental preferences, Dimensional can implement negative screens or overlays to its underlying investment strategies to provide those clients with tailored investment solutions. Many of these preferences are incorporated into Dimensional’s social funds and sustainability funds.

    In social funds, Dimensional seeks to incorporate social considerations into investment strategies by identifying and screening companies to reflect the values of its clients. Dimensional may utilize research from independent third-party vendors, depending on the requirements of each portfolio, to systematically exclude restricted securities.

    In sustainability funds, Dimensional seeks to address the sustainability issues important to investors while maintaining sound investment principles. Sustainability considerations are integrated within a robust investment solution that pursues higher expected returns through increased weighting to smaller market cap, lower relative price, and higher profitability securities. Using data collected by Dimensional and research from independent third-party vendors on company business practices, companies are systematically evaluated with regard to sustainability. Investment in those companies is emphasized, reduced, or excluded based on how they fare on key sustainability metrics, including the primary sustainability impact considerations of high greenhouse gas emissions or reserves that may produce those emissions. Dimensional’s approach to sustainability can offer investors the ability to pursue their sustainability and investment goals simultaneously.

    With regard to social and/or environmental considerations, it is Dimensional’s belief that investors decide whether those preferences should be aligned with their investment decisions, but that choice should not have to come at the expense of sound investment principles. These views are reflected in Dimensional’s social and sustainability funds.

    Approaching Corporate Governance

    • Proxy Voting

    Proxy voting is the act of exercising shareholder voting rights on behalf of clients, and Dimensional views proxy voting as an integral part of its investment management process. As Dimensional believes that stronger corporate governance practices will be reflected in higher security prices, Dimensional seeks to make proxy voting decisions consistent with the goal that boards and management of portfolio companies are focused on protecting and enhancing shareholder value. Dimensional may engage external vendors for voting execution and recommendations for certain shareholder meetings but remains responsible for voting decisions.

    Dimensional takes into consideration the costs associated with voting and generally will vote in instances where the expected economic benefit of doing so outweighs the costs for a given portfolio. Dimensional may use securities lending as a way to increase performance. For securities on loan, Dimensional will balance the revenue-producing value of loans against the value of casting votes. Dimensional does intend to recall securities on loan if, based upon information in Dimensional’s possession, it determines that voting the securities is likely to materially affect the value of a client’s investment and that is in the client’s best interests to do so.

    • Company Communications

    When there is potential to increase shareholder value in connection with corporate governance, Dimensional will listen to the management of companies and may share with such companies Dimensional’s policies and areas of focus with regard to governance best practices. Dimensional’s Corporate Governance Group communicates directly with portfolio companies to understand their approach to corporate governance, including management of material environmental and social factors. In all such communications, Dimensional’s aim is to seek additional information in the interests of protecting and enhancing the value of the investments of Dimensional’s clients.

    A majority of the conversations are prompted when the companies have not provided sufficient information in their disclosures for Dimensional to assess particular elements concerning the company’s proxy, including but not limited to, executive compensation, anti-takeover provisions, board composition and effectiveness, material sustainability factors, and shareholder proposals. In these conversations, Dimensional prioritizes its questions to hear from companies how the board aligns management and shareholder interests, and protects shareholder value.

    Though Dimensional uses its voice to communicate directly with the board and management, Dimensional does not try to impose change through dialog, as it is ultimately the board and management that decide how to run their company, and portfolio companies are aware that they will be held accountable by their large shareholders like Dimensional through the mechanism of proxy voting.

    • Industry Participation

    Dimensional may join or participate in events with relevant industry groups where an opportunity exists to improve its internal processes.

    • Internal Projects and Research

    Dimensional may conduct research on the implications of certain governance practices and what it means for a company to have good governance policies and practices.

    Disclosures and Reporting

    Dimensional discloses information concerning its proxy voting records on its website and in other governance-related materials as appropriate, and updates such information as new information becomes available from time to time. Dimensional also posts detailed proxy voting records on its website where required in accordance with applicable regulations.

    Dimensional will annually report on its progress towards implementing the UNPRI as required.

    Corporate Responsibility

    Dimensional is committed to improving its sustainability practices globally by seeking to understand the impact of its business operations on the environment and develop offices, plans, and processes that minimize those impacts. Dimensional’s corporate headquarters was awarded a three-star rating by Austin Energy Green Building.


    * “Dimensional” refers to the Dimensional separate but affiliated entities generally, rather than one particular entity. These entities are Dimensional Fund Advisors LP, Dimensional Fund Advisors Ltd., DFA Australia Limited, Dimensional Fund Advisors Canada ULC, Dimensional Fund Advisors Pte. Ltd. and Dimensional Japan Ltd.

  • Japan Stewardship Code

    Principles for Responsible Institutional Investors

    This statement describes Dimensional Fund Advisors LP's adherence to the principles of the Japan Stewardship Code. As used in this statement "Dimensional" refers to Dimensional Fund Advisors LP. Dimensional adopted the Japan Stewardship Code on August 28, 2014 and this statement has been revised as of November 29, 2017.

    Principle 1: Institutional investors should have a clear policy on how they fulfill their stewardship responsibilities, and publicly disclose it.

    We strive to maximize shareholder value at portfolio companies by supporting good governance practices. Dimensional's Proxy Voting Guidelines are published on our website and a summary of our Proxy Voting Policies and Procedures is available to our clients on request (the Guidelines and the Policies and Procedures being together "Dimensional's Proxy Voting Policies"). These documents explain our voting policy and how we deal with conflicts of interest and are reviewed at least annually.

    Principle 2: Institutional investors should have a clear policy on how they manage conflicts of interest in fulfilling their stewardship responsibilities and publicly disclose it.

    Dimensional maintains an explicit policy on managing potential conflicts of interest which is focused on the principle of preserving shareholder value. The procedures Dimensional follows in the event a conflict of interest arises are described in Dimensional's Proxy Voting Policies, which are available as set out above.

    Principle 3: Institutional investors should monitor investee companies so that they can appropriately fulfill their stewardship responsibilities with an orientation towards the sustainable growth of the companies.

    Dimensional monitors the corporate governance of the companies in which our portfolios invest, or "portfolio companies," primarily through the proxy voting process. Dimensional’s Corporate Governance Group members are available to listen to dissidents and portfolio company management and also are available to reach out to portfolio companies as appropriate to gather information necessary to make informed proxy voting decisions. Dimensional's Proxy Voting Policies have been formulated to encourage portfolio companies to adopt and maintain corporate governance policies that are consistent with our clients' best interests and the maximization of the value of their investments. Dimensional utilizes certain third-party proxy advisory firms for proxy research and vote execution processing, and monitors their services for adherence to Dimensional’s Proxy Voting Policies. Although Dimensional may consider the proxy voting recommendations, we remain ultimately responsible for all proxy voting decisions. Dimensional also reserves the right to vote counter to the Proxy Voting Policies if we believe that the best interests of our clients would be served by such a vote. Our Proxy Voting Guidelines are available on our website.

    Principle 4: Institutional investors should seek to arrive at an understanding in common with investee companies and work to solve problems through constructive engagement with investee companies.

    Dimensional sees corporate governance as a way to add value to the investment process and believes that stronger governance practices will be reflected in better company and stock performance. Dimensional maintains open lines of communication to listen to dissidents and management, maintaining a monitored email address (corporategovernance@dimensional.com) for dissidents or portfolio companies to contact Dimensional with corporate governance related material or meeting requests. Dimensional’s Corporate Governance Group members are available to communicate with dissidents and portfolio company management and also are available to reach out to portfolio companies as appropriate to gather information necessary to make informed proxy voting decisions. By exercising our voice to inform companies of our views on good governance, we believe that we can help promote their sustainable growth.

    Principle 5: Institutional investors should have a clear policy on voting and disclosure of voting activity. The policy on voting should not be comprised only of a mechanical checklist; it should be designed to contribute to the sustainable growth of investee companies.

    Dimensional's Proxy Voting Guidelines (available on our website) are developed considering the principle of seeking to preserve shareholder value. A summary of our Proxy Voting Policies and Procedures is available to our clients on request. We disclose our voting activity to the extent required by any applicable regulatory authorities. For separate account clients, we report our proxy voting activity if required in the client's agreement with us or by the client’s specific request. Dimensional and its affiliates publicly disclose on Dimensional's and its affiliates' websites the full voting history for all Dimensional funds, which includes disclosure of all of the voting history for Japanese portfolio companies.

    Principle 6: Institutional investors in principle should report periodically on how they fulfill their stewardship responsibilities, including their voting responsibilities, to their clients and beneficiaries.

    We disclose our voting publicly each year as detailed in our statement regarding Principle 5 above. We also provide our clients periodic updates on our voting activities if required in our agreements with them or by the client’s specific request. Dimensional also conducts an annual self-assessment of our adherence to the principles of the Japan Stewardship Code.

    Principle 7: To contribute positively to the sustainable growth of investee companies, institutional investors should have in-depth knowledge of the investee companies and their business environment and skills and resources needed to appropriately engage with the companies and make proper judgments in fulfilling their stewardship activities.

    Dimensional's Corporate Governance Committee includes many of the firm’s most senior investment personnel. The Committee oversees the firm’s governance activities and is responsible for the firm’s corporate governance policy. Dimensional also has a Corporate Governance Group which includes members of the firm’s global Portfolio Management team. Dimensional uses a number of external resources to deepen its knowledge of business and governance practices at investee companies, including daily market news, proxy voting research, and external corporate governance networks. As of the date of this statement, Dimensional also participates in numerous governance-related conferences, roundtables, and organizations, which include the Council of Institutional Investors and Harvard Corporate Governance Roundtable.


    For the proxy voting records of certain Japanese separate account clients, please click here.

  • Frequently Asked Questions

    Who is responsible for Corporate Governance at Dimensional?

    Dimensional’s global corporate governance activities are managed by the Corporate Governance (CG) group, which sits within Dimensional’s Portfolio Management department. The group implements policies, monitors day-to-day operations, and researches governance issues and industry trends. Our Corporate Governance Committee, comprised of senior management, is responsible for overseeing the CG group, formulating and recommending changes to policy, and making decisions on governance-related matters.

    What is Dimensional’s policy on proxy voting?

    Dimensional votes or refrains from voting proxies on behalf of mutual funds as well as those separate account mandates for which clients have given us the authority to vote according to its then current proxy voting policies and procedures. Our voting activities are intended to maximize shareholder value. This involves consideration of the feasibility, costs, and expected benefits of voting for each portfolio. Our proxy voting policies, summarized in the Statement of Additional Information (SAI) for the funds, further describe how we vote; answers to some specific questions are provided below.

    Does Dimensional vote proxies at every company meeting?

    Dimensional seeks to vote, or refrain from voting, proxies in a manner that we believe is in the best interest of each portfolio. In instances where the costs—including opportunity costs—of voting exceed the expected economic benefits, we may refrain from voting. Additionally, international market restrictions—such as share blocking, re-registration, and onerous power of attorney requirements—may preclude us from voting in certain markets or at certain company meetings.

    Does Dimensional utilize any third-party services in the proxy voting process?

    Yes. Dimensional has engaged Institutional Shareholder Services (ISS) to provide information on shareholder meeting dates, research on proxy proposals, and voting recommendations based on our proxy voting policies and procedures. ISS also provides vote execution through its proprietary voting platform. In addition to ISS, we may also review voting recommendations from Glass Lewis and other research providers for selected meetings. Third-party research is only one of several inputs into our voting decision on a given proposal. We retain final discretion on how to vote.

    Does Dimensional disclose its voting intentions or share ownership prior to voting?

    Dimensional generally does not disclose our voting intentions or the portfolios’ share ownership prior to voting, except as required by applicable laws and regulation.

    Does Dimensional make its proxy voting record publicly available?

    Yes. We disclose voting information for our US mutual funds on our public website. We also file form N-PX, containing the full voting record for our US-based mutual funds, with the US Securities and Exchange Commission on an annual basis.

    Is Dimensional a signatory to the United Nations Principles for Responsible Investment (UN-PRI)?

    Yes. Dimensional became a signatory to the UN-PRI in August 2012.

    How may I contact Dimensional’s Corporate Governance group?

    The group may be contacted via email: corporategovernance@dimensional.com.

Voting

  • US-based mutual funds

    2017 CALENDAR YEAR

    Voting Summary

    Dimensional's US Based Mutual Funds voted 128,727 distinct proposals at 14,209 meetings, representing 94 percent of eligible meetings. 1

    Dimensional votes proxies at shareholder meetings globally to hold boards and management of portfolio companies accountable to best corporate governance standards. Dimensional believes that better governance practices will be reflected in higher security prices as a result of a combination of lower discount rates, higher cash flows and better risk management. As such, Dimensional believes proxy voting is an important means by which we advocate for the economic interest of our clients.

    PROPOSALS VOTED ON, BY ISSUE2

    US proposals voted on by issue

    The "Director Elections" category includes the election of statutory auditors in Japan.
    "Board and Governance Related" includes proposals related to director compensation, board size and structure, voting standards, and shareholder access.
    "Routine Business Matters" includes a range of procedural matters, as well as proposals calling for the adjournment of meetings, votes on the frequency of say on pay, and the election of auditors.


    MEETINGS VOTED, BY REGION Meetings voted by region

    Based on country of incorporation

    SUPPORT FOR MANAGEMENT AND SHAREHOLDER PROPOSALS

    Management Proposals

    Proposal Type Number of Proposals Voted Percentage Voted For Percentage Voted Against
    Antitakeover Related 283 30.0% 70.0%
    Capitalization 10,268 73.1% 26.9%
    Compensation 11,614 74.0% 26.0%
    Board and Governance Related 5,588 92.2% 7.8%
    Director Elections 63,758 88.6% 11.4%
    Routine Business Matters 31,194 88.8% 11.2%
     Reorganization and Mergers 4,685 88.3% 11.7%
    Total 127,390 85.9% 14.1%

    Shareholder Proposals

     Proposal Type Number of Proposals Voted Percentage Voted For Percentage Voted Against
    Compensation 60 45.0% 55.0%
    Director Elections 390 56.7% 43.3%
    Board and Governance Related 342 47.7% 52.3%
    Routine Business Matters 234 41.5% 58.5%
    Other 311 8.4% 91.6%
    Total 1,337 39.9% 60.1%

    1. Dimensional votes proxies wherever it is feasible and economical to do so. We may not vote in markets that have share-blocking, re-registration or other practices that impair our ability to sell voted shares. In addition, we consider the costs associated with voting (per vote charges, meeting representation fees, etc.) and vote in instances where the expected economic benefit of voting outweighs the costs for a given portfolio.
    2. Chart does not include categories that make up less than 0.5% of total votes. 

  • Sustainability funds

    2017 Voting Summary for US-Based Sustainability Funds

    Number of Meetings Voted     3,595
    Number of Proposals Voted     37,240

    SUPPORT FOR MANAGEMENT AND SHAREHOLDER PROPOSALS

    Management Proposals

    Proposal Type Number of Proposals Voted Percentage Voted For Percentage Voted Against
    Antitakeover Related 134 33.6% 66.4%
    Capitalization 324 91.7% 8.3%
    Compensation 3,947 82.0% 18.0%
    Director Elections 25,761 93.2% 6.8%
    Board and Governance Related 350 92.3% 7.7%
    Routine Business Matters 5,602 77.7% 22.3%
     Reorganization and Mergers 537 94.0% 6.0%
    Total 36,655 89.4% 10.6%

    Shareholder Proposals

     Proposal Type Number of Proposals Voted Percentage Voted For Percentage Voted Against
    Compensation 48 45.8% 54.2%
    Director Elections and Removal 73 50.7% 49.3%
    Routine Business Matters 108 16.7% 83.3%
    Environmental Proposals 42 57.1% 42.9%
    Board and Governance Related 211 36.5% 63.5%
    Other 103 2.9% 97.1%
    Total 585 30.9% 69.1%

    ENVIRONMENTAL PROPOSALS

    In 2017, Dimensional’s Sustainability funds voted on 42 environmental shareholder proposals. The proposals voted for and against are listed below.

    Votes in Favor

    Company Name Proposal Description
    Danaher Corporation Report on Goals to Reduce Greenhouse Gas Emissions
    Domino's Pizza, Inc. Adopt Policy and Plan to Eliminate Deforestation in Supply Chain
    Dr Pepper Snapple Group, Inc. Report on Plans to Minimize Pesticides' Impact on Pollinators
    Emerson Electric Co. Adopt Quantitative Company-wide GHG Goals
    Enbridge Inc. Prepare a Report Detailing Due Diligence Process to Identify And Address Social And Environmental Risks When Reviewing Potential Acquisitions
    Fluor Corporation Adopt Quantitative Company-wide GHG Goals
    Marathon Petroleum Corporation Report on Environmental and Human Rights Due Diligence
    Marathon Petroleum Corporation Report on Strategy for Aligning with 2 Degree Scenario
    McDonald's Corporation Assess Environmental Impact of Polystyrene Foam Cups
    Michael Kors Holdings Limited Assess Feasibility of Adopting Quantitative Renewable Energy Goals
    Monster Beverage Corporation Report on Sustainability, Including Water Risks
    Netflix, Inc. Report on Sustainability
    Netflix, Inc. Report on Feasibility of Net-Zero GHG Emissions
    Oil Search Ltd. Approve Strategic Resilience for 2035 and Beyond
    PayPal Holdings, Inc. Report on Sustainability
    PayPal Holdings, Inc. Report on Feasibility of Net-Zero GHG Emissions
    The J. M. Smucker Company Report on Plans to Increase Renewable Energy Use
    The Kraft Heinz Company Assess Environmental Impact of Non-Recyclable Packaging
    The Kraft Heinz Company Report on Supply Chain Impact on Deforestation
    The Kroger Co. Assess Environmental Impact of Non-Recyclable Packaging
    The Kroger Co.
    Assess Benefits of Adopting Renewable Energy Goals
    The Kroger Co. Adopt Policy and Plan to Eliminate Deforestation in Supply Chain
    XPO Logistics, Inc. Report on Annual Sustainability

    Votes Against


    Company Name(s)  Proposal Description Explanation of Vote

    Commonwealth Bank of Australia
    Downer EDI Ltd.
    Report on Management of Business in Line with 2-Degree Scenario The funds voted against the proposal at both companies because each company has a robust risk management process and sufficient disclosure surrounding carbon emissions.
    CVS Health Corporation
    Lowe's Companies, Inc.
    Assess Climate Benefits and Feasibility of Adopting Quantitative Renewable Production Goals The funds voted against the proposal at both companies because each company's current disclosures demonstrate a sufficient commitment to reducing GHG emissions.
    Franklin Resources, Inc.
    T. Rowe Price Group, Inc.
    The Bank of New York Mellon Corporation
    Report on Climate Change Position and Proxy Voting The funds voted against the proposals at these four companies because each company and its subsidiaries provide sufficient disclosure on their respective environmental policies. Additionally, it is the board of each fund, rather than the board of each company, are responsible for establishing the proxy voting policies of each fund.
    Verizon Communications Inc.
    Report on Feasibility of Adopting GHG Emissions Targets The funds voted against the proposal because the company has set a goal to reduce carbon intensity and has disclosed its progress towards achieving this goal.
    Texas Roadhouse, Inc.
    Report on Sustainability The funds voted against the proposal because the company has committed to producing a report within the next year.
    Royal Dutch Shell plc
    Publish Targets for Reducing Greenhouse Gas (GHG) Emissions The funds voted against the binding proposal because the company has demonstrated a history of responsiveness to shareholder concerns surrounding the issue of GHG emissions. Additionally, the proposal would have been unduly burdensome to the company and disruptive to operations.
    Tapestry, Inc.
    The TJX Companies, Inc.
    Report on Net-Zero Greenhouse Gas Emissions The funds voted against the proposal at both companies because each company's disclosures demonstrate sufficient commitment to reducing emissions.
    Industrial Alliance Insurance and Financial Services Inc.
    Adoption of Policy to Counter Climate Change Risk The funds voted against the proposal given the company's commitment to addressing the potential impacts of climate change as demonstrated in public disclosures and as evidenced by the formation of a sustainable development committee.
    Industrial Alliance Insurance and Financial Services Inc.
    Appoint Climate Expert to Board The funds voted against the proposal given the company’s commitment to address the potential impacts of climate change as evidenced by the formation of a sustainable development committee and relevant public disclosures.
    Intercontinental Exchange, Inc.
    Assess Environmental, Social and Governance Market Disclosure The funds voted against the proposal as the company already provides sufficient information on the actions it takes to promote ESG disclosure.
    McDonald's Corporation
    Adopt Policy to Ban Non-Therapeutic Use of Antibiotics in Meat Supply Chain The funds voted against the proposal as the company has demonstrated responsiveness to shareholders on the issue of antibiotics in its supply chain.
    Pepsico, Inc.
    Report on Plans to Minimize Pesticides' Impact on Pollinators The funds voted against the proposal as the company provides sufficient information on its approach to agricultural sustainability.
    Whole Foods Market, Inc.
    Report on Food Waste Management The funds voted against the proposal as the company is in the process of engaging a waste management, tracking, and reporting solution.
  • Proxy Voting Records