Vanguard’s new Insight piece on contested elections in the wake of the new universal proxy rule affirms its longstanding, principled case-by-case approach to evaluating director nominees that considers: (i) whether the dissident makes a compelling case for change in company strategy and board composition; (ii) the company’s approach to corporate governance as demonstrated by good governance practices and disclosure; and (iii) the director nominees’ overall qualifications and alignment with corporate strategy. This approach is consistent with its 2023 and 2022 (and prior) proxy voting policies. Generally, Vanguard believes the board is best positioned to determine its optimal composition.
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This post first appeared in the weekly Society Alert!