August 2023 / INVESTMENT INSIGHTS
2023 TRPIM Proxy Voting Summary
Key trends in T. Rowe Price Investment Management’s proxy voting activity over the past year
In this report, we summarise T. Rowe Price Investment Management’s (TRPIM) proxy voting record for the 12-month reporting period ended June 30, 2023. Our goal is to highlight some of the critical issues in corporate governance during the period and offer insights into how we approach voting decisions in these important areas. This report is not an all-inclusive list of each proxy voted during the year but is, instead, a summary of the year’s most important themes.
Stewardship and Voting Are Firmly Embedded in Our Investment Platform
T. Rowe Price Investment Management recognizes and adheres to the principle that one of the privileges of owning stock in a company is the right to vote on issues submitted to a shareholder vote. We support actions that we believe will enhance the long‑term value of the company and oppose actions and policies that we see as detrimental to value. To reflect this, we vote each proxy using internally developed guidelines and policies while also recognizing individual circumstances. To arrive at the best judgment, we leverage the expertise of our corporate governance experts and financial analysts, with portfolio managers maintaining ultimate responsibility for voting on behalf of their clients.
The table below is a broad overview of our voting actions, grouped into appropriate categories of interest, which we describe in more detail later in the report. As this is the first year that T. Rowe Price Investment Management is reporting standalone voting statistics, we will reference general key directional changes of our portfolio strategies.
Themes From Voting Results
A key theme to highlight during this reporting period is that our overall level of support for directors, at 91%, was lower than last year. This was partly due to our expanding existing policies, which brought more companies into scope (notably, hardening our stance on companies with dual class voting shares), as well as fully applying our long‑term classified board policy that was originated last year.
Another prominent theme evident over the past 12 months was a continued increase in the number of shareholder proposals of an environmental and social nature. This follows on from a dramatic increase in 2022 as the U.S. Securities and Exchange Commission (SEC) expanded its interpretation of the types of resolutions eligible to be added to a company’s proxy. Additionally, proponents and companies are showing less willingness to settle, with a higher number brought to the vote.
However, in 2023, we continued to see many proposals that were poorly targeted, overly prescriptive, and brought by proponents seemingly motivated by reasons outside of fiduciary considerations. As always, we approached all shareholder proposals on a case‑by‑case basis.
Social, Environmental, and Political Proposals
As mentioned, 2023 saw a record number of proposals of an environmental and social nature across the Russell 3000 Index, with over 800 proposals. The level of overall shareholder support continued to fall from 2021 highs (over 30%) to the low 20% range in 2023 for proposals of an environmental and social nature.
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