Georgeson's summary of noteworthy updates to Massachusetts Financial Services Company's (MFS) recently released 2019 proxy voting guidelines identifies these (and other) subtle but important changes:
- Board Diversity: MFS will generally vote against the Nom/Gov Committee Chair if the board is comprised of less than 15% female directors - up from a 10% policy threshold last year, but it may consider (among other factors) whether the company is transitioning towards increased board gender diversity in its decision-making.
- Director Overboarding: In addition to the previously stated exceptions to its director overboarding policy for CEO-directors and non-CEO-directors - which carved out director service on an affiliated company board or on more than one investment company board within the same investment company complex, MFS will consider company disclosure on the otherwise overboarded director's plans to step down from boards in excess of its current policy limits (total of four public company boards for non-CEOs and total of two for public company CEOs) within a reasonable time.
- Board Size: MFS will vote against the Nom/Gov Committee Chair where the size of the board exceeds 16 members.
The memo also illustrates MFS's 4-year voting history on director elections and say-on-pay, and its voting stance on a recent employment diversity reporting proposal.
Access additional resources on our Institutional Investors page. This post first appeared in the weekly Society Alert!