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Proxy Voting

Confronted with another opportunity to vote on requiring an independent chairman, I started poking around to see how funds may have voted their proxies.

I found a paper from the Stanford Business School (links at bottom) that concluded-
The evidence suggests that the independence status of the chairman is not a material indicator of firm performance or governance quality.
Companies tend to separate the chair and CEO roles to facilitate the succession process, particularly when appointing a first-time CEO.
Separation might benefit underperforming firms, and harm well-performing firms.
Mandatory separation would likely cause more harm than good.

I found discussions and voting guidelines at Harbor, Oakmark, Fidelity, and Vanguard. Vanguard goes on for pages …
At Harbor and Oakmark, you can select one fund, and then select among all companies voted, or input a ticker and see all votes for that company across all funds.
At Fidelity, select one fund, and select among all companies voted for that fund.
That works for checking company by company, but not so hot when looking for concept.

However, at Vanguard you select one fund and you are sent to the pdf of the SEC filing of the annual proxy vote record for the fund. While this might seem less powerful, you can do a word search. For instance, for PRIMECAP Core, for every proposal to require an independent chairman, Vanguard voted ‘For’ despite a management recommendation ‘Against.’
Puzzling – Regarding adoption of ‘Holy Land Principles’ Vanguard voted ‘For’ at two companies, but ‘Against’ at three. Perhaps the wording differed. I also noted that Vanguard voted ‘Against’ a number of directors standing election.

Paper -
Harbor -
Oakmark -
Vanguard -
Fidelity -


  • For individual investors, Proxy voting is worthless. That said I always vote. And I always vote against every proposal every time. Always go against fund company recommendation. Never made a difference, never will.
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