Every year—often in the spring—publicly traded companies hold shareholder meetings and ask their investors to weigh in on issues such as corporate leadership and policies. It’s an important process, and one Colorado PERA takes seriously as an institutional investor.
At its September 20 meeting, the PERA Board of Trustees voted to approve updates to its Proxy Voting Policy, which guides staff in exercising PERA’s shareholder voting rights.
What is proxy voting?
Simply put, proxy voting is the process that allows shareholders—individuals who own stock in a company, as well as institutional investors like PERA—to provide their input on corporate management decisions without having to be present at shareholder meetings. Proxy voting matters can come from a company’s board or its shareholders, and they cover important decisions such as approving the members of the board, mergers, acquisitions, and the types of disclosures a company makes to its shareholders.
The PERA Board believes the shareholder right to vote is an asset of the plans to be managed under fiduciary care. Because PERA invests to provide retirement income for nearly 700,000 current and former public employees, our focus is on voting to encourage corporate behavior that can generate long-term financial value. Proxy voting is one way we practice investment stewardship for the benefit of our members.
In 2023, PERA cast votes on more than 68,000 proposals in more than 6,000 shareholder meetings. The overwhelming majority of those proposals—more than 99%—were related to corporate governance.
“Governance matters have always been our focus, and can include things like board elections and executive compensation,” said Senior Investment Stewardship Analyst Luz Rodriguez. “Those decisions can impact a company’s financial performance, which can, in turn, affect the investments we make on behalf of PERA members.”
Updating PERA’s policy
Over the course of several months, PERA staff have worked closely with the Board’s Investment Committee to review and update the Proxy Voting Policy. The full Board approved those changes in September, and they will go into effect in January 2025. The last update took place in 2021.
While some of the updates simply clean up or clarify language in the policy, others are more substantive and aim to provide additional information on PERA’s voting philosophy and processes. They include:
- Clarifying PERA’s focus on governance matters. Not only are most proxy voting proposals related to corporate governance, but there’s a good body of research supporting the role of good governance in generating long-term value for shareholders.
- Broadening the general scope of the policy to be more reflective of PERA’s global investments. For example, the updated policy refers to generally accepted accounting standards rather than U.S.-specific standards and expands language on greenhouse gas emission disclosures.
- Clarifying which duties and responsibilities fall under the Board’s governance policy versus general practices. The Board is responsible for overseeing PERA’s investment program, including proxy voting. The Investment Committee is responsible for recommending changes to, and monitoring compliance with, governance and proxy voting policies, and staff is responsible for voting and reporting proxies.
- Expanding on PERA’s approach to corporate board composition. The updated policy states that PERA will vote for proposals asking a company to provide a skills matrix that outlines the skills, experiences, background, and qualifications of board members, which can help give shareholders a better understanding of a board’s collective capabilities. The updated policy also states PERA will vote against certain director nominees if the company’s board does not provide this disclosure.
Through regular review and updates to the Proxy Voting Policy, the Board ensures that PERA’s policies effectively guide staff in engaging with the companies in which we invest in order to maximize risk-adjusted returns for our members.
“Our goal in voting proxies isn’t to dictate what companies do, but to encourage them to adopt sound governance practices that foster profitability and long-term shareholder value,” Rodriguez said. “As stewards of investments for nearly 700,000 current and former public employees, we take our shareholder responsibilities seriously.”
Take a deeper dive into proxy voting and PERA’s approach to investment stewardship by exploring the 2024 Investment Stewardship Report.
