As fiduciaries with a long-term investment horizon, CalSTRS is committed to exercising its proxy authority
over portfolio investments.
Fiscal year 2008-2009 Proxy Vote Summary
| Proxy Proposal Votes |
No. Corporations in Portfolio Who Submitted Proposals |
No. Meetings Where CalSTRS Voted |
Percent Change In # Of Votes From FY07-08 |
Reasons For
Percent Change |
| 61,950 | 4,087 | 4,486 | +30.5% |
- Addition of markets.
- Changes in regulatory policy.
- Financial crisis led to special meetings or additional items in companies' proxies.
|
Election of Directors
Times Voted: 17,004
(  49%,
 51%)
CalSTRS accounts for each individual director as a separate proposal instead of as a slate.
CalSTRS will vote in favor of a director unless the proxy statement shows circumstances contrary to
policy. Circumstances contrary to policy may include:
- Potential conflict of interest due to other directorships or employment.
- Providing legal or investment banking advice.
- Poor board meeting attendance (less than 75 percent).
Selection of Auditors
Times Voted: 2,729
( 89%,
11%)
CalSTRS will vote in favor of the independent auditors recommended by management unless
the auditor provides services that run contrary to CalSTRS policy.
Such services may include:
- Consulting.
- Information system design and implementation.
- Investment banking support.
- Excessive non-audit fees (greater than 30% of the total fees billed).
Compensation Plans (Stock Option Plans, Employee Stock Purchase Plans, etc.)
Times Voted: 1,645
( 39%,
61%)
Compensation plans are evaluated based on CalSTRS Financial
Responsibility Criteria.
Companies provide a variety of compensation plans for executives, employees, and non-employee directors. Many of these plans
provide for the issuance of long-term incentives to attract, reward, and retain key employees.
Approve Merger/Acquisition—Management
Times Voted: 107
( 83%,
17%)
CalSTRS evaluates mergers and acquisitions on a case-by-case basis using a total portfolio view.
Corporate Actions/Corporate Governance
Times Voted: 991
( 71%,
29%)
CalSTRS votes on these proposals on a case-by-case basis.
Including actions related to:
- Spin-offs
- Incorporation
- Stock issuance
- Stock splits
Miscellaneous Issues—Management
Time Voted: 425
( 36%,
64%)
These issues are voted on a case-by-case basis.
CalSTRS will vote in favor of other miscellaneous business recommended by management unless the issue
to be voted on is contrary to policy. See the Teachers' Retirement Board Policy Manual, Attachment B.
Shareholder Proposals
Times Voted: 671
( 82%,
18%)
Shareholder proposals are voted on a case-by-case basis. CalSTRS votes on a variety of shareholder proposals.
Votes on proposals include:
- Removing classified boards of directors.
- Requiring an independent board chairman of directors.
- Eliminating poison pills.
- Tying compensation plans to company performance.
- Requiring shareholder approval for large severance packages.
CalSTRS corporate governance policies including proxy voting are included in the
Teachers' Retirement Board Policy Manual, Section 600.
Return to Corporate Governance
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