General Information

Proxy Voting Summary

In 2016-17, CalSTRS voted on more than 79,782 proposals at 7,889 meetings held by companies in our Global Equity portfolio. The 79,782 proposals were a 3.6 percent increase from the 76,995 proposals voted in 2015-16, and the 7,889 meetings considered were slightly less than the 7,932 meetings considered in 2015-16.

Of the proposals CalSTRS voted on, 26,488 proposals were from U.S. companies and 53,294 proposals were from global companies.

As for meetings considered, 2,963 were U.S. meetings and 4,926 were global meetings. These meetings resulted in CalSTRS voting on proposals covering a variety of topics, including direction elections, auditor ratifications, advisory vote executive compensation, compensation plans, mergers and acquisitions, and shareholder proposals.

The following charts provide a summary of the number of proposals CalSTRS voted on and the number of meetings in 2016-17.

 

 

The following chart summarizes the monthly proxies voted in 2016-17. Staff voted most of the proxies during proxy season, which occurs in the months of April, May and June.

 

The chart below shows the total number of proposals staff voted over the past five fiscal years. The domestic proxy voting levels have generally remained fairly consistent since 2012-13.

In 2010, the Dodd-Frank Act was implemented requiring all public companies to hold an advisory vote on executive compensation (say-on-pay) vote at least once every three years. However, a provision of the Dodd-Frank Act allowed a two-year exemption for smaller reporting companies, which explained why the number of proposals voted increased slightly once the two-year exemption was phased out.

As for the global proxies, there was a gradual increase in the number of proposals voted over the years, which was primarily attributed to our hiring of new non-U.S. external managers, particularly in emerging markets in 2013.

 

The aggregated “For” and “Against” votes for each of the past five fiscal years are depicted in following charts. The aggregate support levels for the domestic and global proxy votes have been fairly consistent over the past five years, with the support levels being approximately 70 percent and 50 percent for domestic and global proxy votes, respectively.

Our aggregated support levels for global proxy votes consistently continued to be significantly lower than those of the domestic proxy votes; this is primarily due to our high withhold votes for the directors at public companies in the foreign markets for not meeting our board independence standards, as outlined in our Corporate Governance Principles.

Commands