NB Votes

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STEWARDSHIP AND SUSTAINABLE INVESTING

We believe proxy voting is an integral aspect of investment management and must be conducted with the same degree of prudence and loyalty accorded any fiduciary of an investment manager. Our voting intentions represent what we believe is in the best financial interest of our clients.

Through our NB Votes initiative, we publish our vote intentions in advance of select shareholder meetings, with a focus on companies where our clients have significant economic exposure. NB Votes addresses a broad range of financially material topics across our nine key governance and engagement principles with a balance of votes in support of and against management recommendations, enabling us to share our broad analysis and insights.

Reflecting on Five Years of NB Votes

When we launched NB Votes in 2020, we became the first large U.S.-based asset manager to provide transparency through advanced proxy voting disclosures. Fast-forward five years after nearly 500 proposals, we have seen how impactful vote transparency can be in building rapport with companies, reinforcing robust corporate practices and prompting responsiveness to our concerns. In an investment environment where index investors continue to amass significant ownership positions, our role as active fundamental investors is more critical now than ever. Ultimately, this initiative is not just about vote records, but about enhancing performance, mitigating risk and driving value creation on behalf of our clients.

183

Companies featured in the program

120

Letters sent to boards

53%

Votes disclosed in opposition to management recommendation

54%

Of companies where we opposed management have addressed our concerns

Proxy Season Votes

In the current proxy season we have provided advanced vote disclosure at 22 meetings.

Strategy

Companies should adopt, formulate, and communicate value-enhancing long-term strategies.

Shareholder Representation

Companies should strive to maximize shareholder representation.

Risk Management

Boards of directors should actively engage with management to evaluate and control enterprise risk.

Incentives

Companies should align management incentives with long-term shareholder goals.

Capital Deployment

Companies should allocate capital to maximize long-term risk-adjusted shareholder value.

Environmental Issues

Companies should consider the financially material impacts of the environmental risks and opportunities to on their business and operations.

Board Independence

Effective boards of directors must be truly independent.

Transparency and Communications

Companies should provide transparency in communication and reporting.

Social Issues

Companies should actively assess the financially material impacts of risks and opportunities pertaining to human capital management, customers, local communities and society to on their business and operations.

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Engagement & Proxy Voting

We believe voting proxies on behalf of our clients is an important component of creating shareholder value. This engagement fulfills our fiduciary responsibility to protect our clients’ best interests and our Governance and Proxy Committee oversees our Proxy Voting Policy and process to ensure there are no conflicts of interest. We provide guidelines and procedures to emphasize our transparency in proxy voting to clients.

Voting Statistics

In 2024, our investment teams voted at over 5,000 meetings globally. At meetings voted, proposals put forth by management comprised the vast majority at 98% of proposals with shareholder proposals comprising the remaining 2%. We find ourselves opposing many proposals that are either unclear in their alignment with shareholder interests or at odds with our judgment of the best course for the company. This is reflected in both the 11% of management proposals and the 68% of shareholder proposals we opposed. We opposed management on at least one ballot item at 47% of meetings in 2024. Some of the main areas of opposition for management proposals involved concerns with the structure of executive compensation plans, the adoption of director and officer liability or indemnification clauses, or the capital management practices of a company. Main drivers for opposing management recommendations on shareholder proposals were related to the election of dissident nominees, the separation of chair and CEO, improved governance practices, and disclosure of financially material political spending or lobbying practices.

Management and Shareholder Proposal Vote Distribution for 2024