Proxy Season 2023-2024

Voting Record

Boston Trust Walden votes on items in annual company proxy statements on behalf of our clients. Here is a summary of how we voted this season.

Key Stats

• We voted at 199 Annual General Meetings.
• We voted against management or abstained from at least one ballot item at 123 companies.
• At 62% of companies, we had at least one vote against management.
• We supported nearly 58% of shareholder proposals at portfolio companies.

Directors

The annual election of directors to corporate boards is a critical mechanism for shareholders to influence corporate governance policies and practices, including those related to ESG. When evaluating the suitability of director nominees, Boston Trust Walden considers performance in relation to four broad principles:

• Board accountability and transparency
• Responsiveness to shareholders
• Director independence
• Board diversity and competency

In 2024, we voted against at least one director at 38% of companies for reasons including inadequate board diversity, problematic corporate governance practices, or demonstrable failures in ESG risk management.

Executive Compensation

Annual meetings routinely give us the opportunity to affirm company compensation programs for executives (“Say on Pay”) and provide a mechanism and impetus for constructive engagement between shareholders and directors on pay issues. Boston Trust Walden believes executive pay programs should be fair, competitive, and create appropriate incentives to promote long-term shareholder value. Our approach led to votes against executive compensation programs at 31% of companies, a slight increase from 28% in 2023.

Shareholder Resolutions Filed

On behalf of our clients, we engage companies to strengthen business systems and decision-making practices. While direct engagement is always our first step, we employ shareholder resolutions when our attempts at engagement via dialogue are unproductive.

The ultimate goal of our engagement efforts is to observe a measurable improvement in a company’s ESG policies, practices, or performance. And while a resolution is a valuable tool, a successful company engagement may mean our shareholder resolution never makes it to the printed proxy statement but is instead withdrawn because the company agrees to take meaningful action. Moreover, a successful and constructive engagement may mean we avoid filing a resolution at all.

Here is a summary of resolutions we filed or withdrew this season. For a list of the hundreds of shareholder resolutions Boston Trust Walden has filed over the years, please refer to this page: https://www.bostontrustwalden.com/investment-services/impact-investing/resources/