Vanguard Proxy Season Updates

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Vanguard has refined its 2019 voting policy on three important topics:

  • Independent Chair
  • Overboarding
  • Board diversity.

Independent Board Leadership: Vanguard continues to support independent leadership in the boardroom – either an independent chair or lead director. Where Vanguard finds a board’s independent oversight of management and/or their responsiveness to shareholders has been lacking, Vanguard may support a shareholder proposal for separation of Chair and CEO roles.

Overboarding: To ensure directors have the adequate time to fulfill their responsibilities, Vanguard will now generally vote against:

  • active executive officers who serve on more than one public company board in addition to their own
  • other directors serving on more than four public company boards.

Board Diversity: Vanguard reemphasized its commitment to board diversity. Through its engagement and voting efforts, Vanguard will  support disclosure of a broad set of director characteristics, including race, ethnicity, national origin, and age as well as gender.

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