Regent Policy Documents

SECTION 31: TRUST AND INVESTMENT POLICIES

31-10 PROXY VOTING

(Formerly 92-4)

Scope

The policy on Proxy Voting applies to the invested assets of University of Wisconsin System Trust Funds.

Purpose

The purpose of this policy is to describe who is responsible for identifying, analyzing, and voting various types of shareholder proxies, proposals put to shareholder vote which may impact the future and fortunes of the companies in which University of Wisconsin System Trust Funds are invested.

Policy Statement

The general policy of the UW System Board of Regents is to ensure that the voting of proxies is conducted in a diligent manner that reflects the Board’s stewardship and fiduciary responsibilities.  To this end, the following guidelines are to be adhered to:

  1. Shareholder proxies dealing with “routine” corporate governance and management issues are generally to be voted by the investment managers, in accordance with each manager's proxy voting guidelines.  “Routine” issues generally include such items as the following:
    • election of directors;
    • election of auditors ;
    • elimination of preemptive rights;
    • management recommendations regarding adding or amending indemnification provisions in charters or by‑laws;
    • authorization to issue common stock under option and incentive plans under most circumstances;
    • issuance of additional shares of stock for corporate purposes under most circumstances (e.g., not for expressly preventing a takeover);
    • changes to the Board of Directors; proposals relating to cumulative voting, annual election of directors, and staggered Boards; and
    • outside director compensation (cash plus stock plans).

  2. Shareholder proxies dealing with “non-routine” corporate governance and management issues or issues involving some aspect of “social responsibility” are generally to be voted, or directed for voting, internally.  “Non-routine” corporate governance/management and “social responsibility” issues generally include such items as the following:
    • acquisitions and mergers;
    • shareholder proposals opposed by management and not supported by the investment managers;
    • amendments to corporate charter or by‑laws which might materially affect shareholder rights;
    • issues described or alluded to under RPD 31-13Social Responsibility Investment Considerations; and
    • generally, other issues not covered in section 1.

  3. UW System Administration will regularly identify “non-routine” corporate governance and management issues or issues involving some aspect of “social responsibility” for, and provide analyses and recommendations to, the Board of Regents’ Business, Finance, and Audit Committee to assist it in its review.  The Committee will then develop voting positions on the proxy proposals, which will be conveyed by UW System Administration staff to the investment managers as needed.

  4. UW System Administration will then present to the Committee, at least annually, the results of the proxy voting season.

Oversight, Roles, and Responsibilities

UW System Administration is responsible for identifying and analyzing certain types of proxy proposals, and presenting such analyses and recommendations to the Business, Finance, and Audit Committee.  The Business, Finance, and Audit Committee is responsible for developing a voting position on such proxies.  UW System Administration and the investment managers are responsible for voting the proxies accordingly.

Related RPDs and Applicable Laws

RPD 31-13 Social Responsibility Investment Considerations

History: Res. 6086, adopted 04/10/1992, created Regent Policy Document 92-4, subsequently renumbered 31-10; Res. 10121, adopted 10/05/2012, amended Regent Policy Document 31-10.


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The Regent Policy Documents were adopted and are maintained pursuant to the policy-making authority vested in the Board of Regents by Wis. Stats. § 36. The Regent Policy Documents manifest significant policies approved by the University of Wisconsin System Board of Regents. This document is a ready reference for those charged with carrying out these policies. Unless noted otherwise, associated documents and reports may be obtained from the Office of the Secretary of the Board of Regents, 1860 Van Hise Hall, 1220 Linden Drive, Madison, WI 53706, ph 608-262-2324. http://www.uwsa.edu/bor/policies/