This Proxy Season: NB Votes Neuberger Berman Preannounces Proxy Vote Decisions and Rationales

Engagement Efforts Lead Industry on Range of Key ESG Issues

New York, NY, April 19, 2021 – Neuberger Berman, a private, independent, employee-owned investment manager, announced the second year of its advance proxy voting disclosure initiative, whereby the firm will disclose and publicly explain its voting rationale on select issues. Renamed “NB Votes” (previously “NB25+”) as part of an expanded global effort, the firm plans to disclose in advance its votes on a range of key issues across its nine key governance and engagement principles.

Neuberger Berman is the first major asset management firm to provide broad advance proxy vote disclosure. Mindful of the profound impacts of both the COVID-19 pandemic and important social justice advocacy, NB Votes aims to address key themes at the forefront of investors’ minds this proxy season. Those areas include diversity, human capital management, capital allocation, pay equity, racial equality, political contributions, and climate change.

As ever, Neuberger Berman aims to enhance shareholder returns, fulfill fiduciary responsibilities to clients, and promote transparency and accountability. The NB Votes initiative is an opportunity to communicate the firm’s views on a variety of topics and articulate the nuanced judgement that goes into its proxy voting. As a result, NB Votes will improve the overall transparency on proxy voting, which is an area of interest to clients, companies, regulators, and market participants more broadly. The advance vote disclosures are an integral component of the firm’s active portfolio management and are driven by more than 600 investment professionals who, in addition to contributing to NB Votes, directly lead the firm’s ongoing engagement with the companies in which Neuberger Berman invests for its clients.

George Walker, CEO of Neuberger Berman, said: “Last year we held over 3,500 engagement meetings with corporate management teams across equities and credit, and pre-announced our voting rationale for 31 issuers. Reflecting back, company management teams valued the clarity of the explanation of our voting rationale as it enabled a more robust dialogue with our investment professionals. Clients also appreciated that votes were not being cast in a ‘box-checking’ fashion, and appreciated the rigor that informed why we might support a shareholder proposal at one company but not at another. As proxy voting becomes increasingly complex, we believe investment managers have an even greater opportunity to demonstrate research-driven judgements on a range of key ESG issues. We invite all other asset managers to join in disclosing their key votes so our voices can be heard and impact real, meaningful change.”

Neuberger Berman recognizes that no other large investment manager (AUM +$100 billion) discloses a meaningful number of key votes this far in advance of shareholder meetings. Most firms disclose votes long after the election, if at all.

“A year like 2020 reinforces why our proxy efforts must be dynamic,” said Caitlin McSherry, Director of Stewardship at Neuberger Berman. “Among other things, the COVID-19 pandemic shined a spotlight on the importance and complexity of ESG issues.”

Jonathan Bailey, Head of ESG Investing said: “While our core priorities remain consistent, our ability to target particular issues, like executive compensation and political contributions, provide a platform and opportunity to drive transparency and progress.”

The rationale for each specific NB Votes item is located on the firm’s new dedicated NB Votes website. New votes and their rationales will be added throughout the proxy season.

Upcoming and recent NB Votes disclosures for meetings include:

• In votes on three topics: independent board leadership, climate risk disclosure and diversity and inclusion reporting, we are voting in opposition to management at Berkshire Hathaway Inc. In the director elections we are voting in opposition to management as the board currently lacks a leadership role held by an independent director. On the shareholder proposal regarding the reporting of climate-related risks and opportunities, we support increased disclosure and will vote in opposition to management. Similarly, reporting concerns will have us vote against management and support the shareholder proposal regarding diversity and inclusion reporting.
• HCA Healthcare: We are aligned with management and will vote against a shareholder proposal on quality metrics. We are pleased with the company’s compensation program and the important patient outcome related metrics it includes.
• Kellogg Company: We will vote for a shareholder proposal on the right to call a special meeting. Neuberger Berman generally supports the right of shareholders to call a special meeting and believe a special meeting threshold in the range of 20-25% is appropriate at most companies, where other circumstances such as large single shareholder would not lead to a potential for misuse.
• NB Votes had two recent examples of global engagement. The first at Japanese sports brand, Asics Corporation, in late March, we voted against the reappointment of management due to their anti-takeover measures. The second, at Ferrovial S.A., we are pleased to vote with the Board on a management proposal asking shareholders to approve its Greenhouse Gas Emissions Reduction Plan and we support the company’s continued efforts to advance its climate practices and disclosures and align them with shareholder interests.

For full details on Neuberger Berman ESG efforts please see our website.

About Neuberger Berman

Neuberger Berman, founded in 1939, is a private, independent, employee-owned investment manager. The firm manages a range of strategies—including equity, fixed income, quantitative and multi-asset class, private equity, real estate and hedge funds—on behalf of institutions, advisors and individual investors globally. With offices in 25 countries, Neuberger Berman’s diverse team has over 2,300 professionals. For seven consecutive years, the company has been named first or second in Pensions & Investments Best Places to Work in Money Management survey (among those with 1,000 employees or more). In 2020, the PRI named Neuberger Berman a Leader, a designation awarded to fewer than 1% of investment firms for excellence in Environmental, Social and Governance (ESG) practices. The PRI also awarded Neuberger Berman an A+ in every eligible category for our approach to ESG integration across asset classes. The firm manages $429 billion in client assets as of March 31, 2021. For more information, please visit our website at www.nb.com.

Media Contacts:

(Americas) Alex Samuelson, 212.476.5392, Alexander.Samuelson@NB.com
(Europe) Fiona Kehily, +44 (20) 3214 9087, Fiona.Kehily@nb.com
(Asia) Kay So, 852 3664 8850, Kay.So@nb.com
(Japan & Korea) Kiyoko Yamaguchi, 8135218196, Kiyoko.Yamaguchi@nb.com