General Information

Foreign Proxies

During 2015-16, staff voted on 51,900 proposals at 4,920 meetings held for 4,198 companies in our non-domestic equity portfolio. The proposals covered a variety of topics, including:

  • Election of directors.
  • Appointment of company auditors.
  • Ratification of compensation reports.
  • Approval of executive and director compensation plans.
  • Mergers and acquisitions.

Due to the differences in proxies between jurisdictions, we do not have the level of granularity in distinguishing proposals that we have for the United States.

2015-16 Proxy Year in Review

The major proxy issues voted on during 2015-16 for foreign proxies are summarized below:

Election of Directors

CalSTRS generally votes in favor of a director unless the proxy statement shows circumstances contrary to policy. Examples of such circumstances include: a lack of board independence, potential conflict of interest due to other directorships or employment, providing legal or investment banking advice and poor board meeting attendance (less than 75 percent).

  • Number Voted: 22,191
  • Voted For: 4,832 (22%)
  • Voted Against: 17,359 (78%)

Appointment of Auditors or Authority to Set Auditor’s Fees

CalSTRS will vote in favor of the independent auditors recommended by management unless the auditor provides services that run contrary to those indicated CalSTRS’ policy. Examples of such services are: consulting, information system design and implementation, investment banking support and excessive non-audit fees (greater than 30 percent of the total fees billed).

  • Number Voted: 2,826
  • Voted For: 2,112 (75%)
  • Voted Against: 714 (25%)

Compensation Plans

(Stock option plans, equity compensation plans, employee stock purchase plans, etc.) 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. Compensation plans are evaluated based on the CalSTRS Corporate Governance Principles.

  • Number Voted: 3,664
  • Voted For: 2,619 (71%)
  • Voted Against: 1,045 (29%)

Advisory Vote on Compensation/Compensation Policy

These votes provide shareholders the opportunity to ratify the company’s executive compensation or compensation policy. These votes are evaluated based on CalSTRS Corporate Governance Principles.

  • Number Voted: 1,692
  • Voted For: 1,288 (76%)
  • Voted Against: 404 (24%)

Mergers/Acquisitions

CalSTRS votes on mergers or acquisitions are done on a case-by-case basis using a total portfolio view.

  • Number Voted: 346
  • Voted For: 321 (93%)
  • Voted Against: 25 (7%)

Corporate Actions/Corporate Governance Issues

These are issues related to spin-offs, incorporation, stock issuance, stock splits and charter and bylaw amendments. CalSTRS votes on these proposals on a case-by-case basis.

  • Number Voted: 14,848
  • Voted For: 12,031 (81%)
  • Voted Against: 2,817 (19%)

Miscellaneous Issues – Management

The most common miscellaneous votes are requests to transact other business or the authorization to carry out legal formalities. These issues are voted on a case-by-case basis.

  • Number Voted: 1,990
  • Voted For: 1,788 (90%)
  • Voted Against: 202 (10%)

Shareholder Proposals

CalSTRS votes on a variety of shareholder proposals. CalSTRS votes on shareholder proposals on a case-by-case basis based on CalSTRS Corporate Governance Principles.

  • Number Voted: 493
  • Voted For: 66 (13%)
  • Voted Against: 427 (87%)

In 2015-16, CalSTRS had a very low support level of 22 percent for directors at public companies in foreign markets compared to the 67 percent in domestic markets, which was primarily due to the applied director independence standards outlined in the CalSTRS Corporate Governance Principles.

In foreign markets, CalSTRS also had a much lower level of support for shareholder proposals. CalSTRS supported 70 percent of shareholder proposals in the U.S. compared to only 13 percent in the foreign markets.

The lower support level is primarily due to the fact that shareholder proposals in the foreign markets are often overly prescriptive or mandatory, rather than being advisory.

Commands