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For or Against The Year in Shareholder Resolutions—2022

With environmental and social proposals in the spotlight, case-by-case insights were key to our decision-making

Executive Summary

For the third year, we have published analysis of our voting results on shareholder resolutions of an environmental or social nature. After these resolutions earned unusually high support in 2021, we observed an increase in experimentation in 2022. We noted not only a large increase in the volume of proposals, an expansion of the types of topics brought to a vote, and growth in the population of proponents, but also an overall decrease in the quality of proposals.

Our approach to resolutions of this type continues to be examining them on a company‑by‑company basis as we decide how to vote. While trends in shareholder proposals change every year, our view is that accountability for environmental, social, and governance performance is best applied at the board level. We believe our 2022 voting record illustrates this principle clearly.


Within the context of growing demands on the private sector to align businesses in ways that also address significant societal challenges, shareholder resolutions have become a frequently used mechanism to foster dialogue between investors and corporate leaders. Our approach to such resolutions continues to be guided by careful attention to the end result within our well‑tested framework.

The Role of Proxy Voting in Stewardship

We see proxy voting as a crucial link in the chain of stewardship responsibilities that we execute on behalf of our clients. From our perspective, the vote represents both the privileges and the responsibilities that come with owning a company’s equity instruments. We vote our clients’ shares in a thoughtful, investment‑centered way, considering both high‑level principles of corporate governance and company‑specific circumstances. We take an inclusive approach to these decisions, with involvement from our environmental, social, and governance (ESG) specialists and the investment professionals who follow the companies closely. Our overarching objective is to cast votes in support of the path most likely to foster long‑term, sustainable economic performance for the company and its investors.

Our view is that the proxy vote is an asset belonging to the underlying clients of each T. Rowe Price Associates (TRPA) investment strategy. This means that our portfolio managers are ultimately responsible for making the voting decisions within the strategies they manage. To fulfill this responsibility, they receive recommendations and support from a range of internal and external resources, including:

  • The T. Rowe Price Associates ESG Investment Committee
  • Our global industry analysts
  • Our specialists in corporate governance and responsible investment
  • Insights generated from our proprietary Responsible Investing Indicator Model (RIIM)
  • Our external proxy advisory firm, Institutional Shareholder Services (ISS)

Prudent Use of Our Influence

Our proxy voting program is one element of our overall relationship with corporate issuers. We use our voting power in a way that complements the other aspects of our relationship with these companies. For example, other contexts in which we might use our influence include:

  • Regular, ongoing investment diligence
  • Engagement with management on ESG issues
  • Meetings with senior management, offering our candid feedback
  • Meetings with members of the Board of Directors
  • Decisions to increase or decrease the weight of an investment in a portfolio
  • Decisions to initiate or eliminate an investment
  • On occasion, issuing a public statement about a company—either to support the management team or to encourage it to change course in the long‑term best interests of the company.

Download the full report here: (PDF)



This material is being furnished for general informational and/or marketing purposes only. The material does not constitute or undertake to give advice of any nature, including fiduciary investment advice, nor is it intended to serve as the primary basis for an investment decision. Prospective investors are recommended to seek independent legal, financial and tax advice before making any investment decision. T. Rowe Price group of companies including T. Rowe Price Associates, Inc. and/or its affiliates receive revenue from T. Rowe Price investment products and services. Past performance is not a reliable indicator of future performance. The value of an investment and any income from it can go down as well as up. Investors may get back less than the amount invested.

The material does not constitute a distribution, an offer, an invitation, a personal or general recommendation or solicitation to sell or buy any securities in any jurisdiction or to conduct any particular investment activity. The material has not been reviewed by any regulatory authority in any jurisdiction.

Information and opinions presented have been obtained or derived from sources believed to be reliable and current; however, we cannot guarantee the sources' accuracy or completeness. There is no guarantee that any forecasts made will come to pass. The views contained herein are as of the date noted on the material and are subject to change without notice; these views may differ from those of other T. Rowe Price group companies and/or associates. Under no circumstances should the material, in whole or in part, be copied or redistributed without consent from T. Rowe Price.

The material is not intended for use by persons in jurisdictions which prohibit or restrict the distribution of the material and in certain countries the material is provided upon specific request.  

It is not intended for distribution to retail investors in any jurisdiction.

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