Every year at annual meetings, shareholders of public companies vote on a number of issues. These votes are divided into two categories, so-called "management" proposals and "shareholder" proposals.
Management proposals are issues that according to the company's charter, by-laws, or law must be approved by shareholders. Among these issues are election of the members of the board of directors, changes to corporate documents, and issuance of new stock.
In accordance with the rules of the Securities and Exchange Commission (SEC), a federal regulatory agency, shareholders may also raise issues to be considered by all shareholders at the annual meeting. These issues often include corporate governance issues of the type that have been receiving greater public scrutiny in the wake of corporate scandals in recent years.
Each year prior to the annual meeting, all of the issues, whether initiated by management or shareholders, are listed and explained in a company's annual proxy materials, which are provided (usually by mail) to all shareholders. Shareholders may review the materials and cast their vote on the issues by returning their proxy voting card to the company prior to or at the annual meeting.
The Connecticut Retirement Plans and Trust Funds (CRPTF) votes on all proxy issues of all companies in its United States domestic portfolio. All votes are in accordance with the CRPTF domestic proxy voting guidelines, which are included in the Investment Policy Statement developed by the Office of State Treasurer and approved by the State's Investment Advisory Council.
The CRPTF also votes on proxy issues for companies held in its international portfolio. While the rules of proxy voting are somewhat different, based on the laws of the countries where the companies are incorporated and where the stocks are traded, the concepts are similar. The CRPTF also has international proxy voting guidelines, which are also included in the Investment Policy Statement.
The proxy voting guidelines, which have been approved by the state's independent Investment Advisory Council, are also available on this website.
At Treasurer Wooden's direction, and in order to provide pension fund beneficiaries and the public with an opportunity to review how the CRPTF votes are cast, all CRPTF domestic and international proxy votes are compiled and reported here on a quarterly basis.
Each vote is listed - first management proposals, followed by shareholder proposals (if any). The votes are FOR, AGAINST, or ABSTAIN. For domestic companies, the number of shares owned by the CRPTF on the "record date" for the vote is also listed.
The format for the votes for election of the Board of Directors is slightly different. For election of members of the board of directors, the votes are FOR, WITHHOLD, or ABSTAIN,. (Under proxy rules, when a shareholder votes against election of a board member they "withhold" their vote.) Shareholders can vote for the entire slate of directors together - or each person individually. When the shareholder votes for some board nominees, and withholds from others, this is a "split" vote.
View proxy votes of Connecticut Retirement Plans and Trust Funds:
Please find the Quarterly Reports from 2017 and earlier here.