Board reviews 2025 proxy‑voting activity and industry shifts affecting shareholder proposals
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Summary
Director Collins told the board staff voted on roughly 12,500 proposals in 2025, supported about 85% of management proposals and noted regulatory and market developments (SEC guidance, proxy‑advisor dynamics and institutional moves toward in‑house tools) that may affect 2026 proxy season.
Director Collins presented a summary of the retirement system's proxy‑voting activity for calendar year 2025 and highlighted trends that could affect the 2026 proxy season.
Collins said the system voted on about 12,500 proposals at more than 1,000 shareholder meetings in 2025, with the majority at U.S. companies. He told commissioners the staff supported roughly 85% of management proposals but concentrated opposition in areas such as executive compensation and director elections. "We voted on 403 shareholder proposals throughout 2025, supporting about half of those that we had the chance to vote on," he said.
Collins flagged three industry developments to watch: SEC guidance that may enable companies to exclude shareholder proposals more often, legal and legislative action targeting proxy advisers, and some large institutions moving to in‑house voting tools. He told the board staff will continue to implement the system’s customized voting policy and monitor regulatory and marketplace changes.
Commissioners asked clarifying questions about what the phrase "meaning the vote failed" meant in the report (Director Collins explained it means a proposal did not receive majority shareholder support) and about how proxy‑advisor shifts could affect voting outcomes. This item was discussion only; no board action was taken.