Proxy Voting

Proxy Voting is the mechanism that allows a shareholder to cast a vote on corporate matters without being physically present at the company's annual general meeting (AGM). Think of it as absentee voting for the corporate world. When you own a share of a company, you own a tiny piece of that business, and with that ownership comes the right to have a say in how it's run. Because it's impractical for most people to fly across the country to attend every AGM for every stock they own, companies allow you to delegate your voting authority to someone else—a “proxy”—who will vote on your behalf according to your instructions. This is typically done by filling out a proxy card, which is sent to shareholders before the meeting. In the modern era, this process is almost always handled online through your brokerage firm. Far from being a trivial piece of administrative paperwork, proxy voting is one of the most direct ways an ordinary investor can influence corporate policy and hold management accountable.

For a value investing practitioner, owning a stock isn't about renting a ticker symbol; it's about becoming a part-owner in a real business. Legendary investor Warren Buffett has built a career on this principle. If you truly see yourself as an owner, you should care deeply about who is running the company and how they are being paid. Proxy voting is your primary tool for exercising this ownership right. Ignoring your right to vote is like owning a house but letting a stranger decide whether to repaint it, add an extension, or change the locks. Your vote touches on critical issues:

• Who sits on the Board of Directors overseeing the company?
• How much is the CEO paid, and is that pay tied to genuine performance?
• Should the company merge with a rival?
• Should it adopt new policies proposed by fellow shareholders?

Each of these decisions can have a profound impact on the long-term value of your investment. By participating in proxy voting, you are stepping up from being a passive spectator to an active, engaged owner.

The process is more straightforward than it sounds. The company wants to make it easy for you to vote because they need a certain number of votes cast (a quorum) for the meeting's results to be valid.

Weeks before the AGM, you will receive a key document called a proxy statement (officially filed with the SEC as a Form DEF 14A). This is your voting guide and battle plan. While it can be a lengthy document, you don't need to read every word. Focus on the main proposals, which typically include:

• The Election of Directors: The statement provides biographies for each nominee. Are they independent, or are they all friends of the CEO? Do they have relevant industry experience?
• Executive Compensation: This section details the pay packages for top executives. Is pay linked to smart, long-term metrics like return on invested capital (ROIC), or is it just for hitting short-term targets that might harm the business down the road?
• Appointment of the Auditor: Approving the firm that checks the company's books.
• Shareholder Proposals: These are proposals put forward by other investors. They can range from environmental issues to requests for more transparent reporting.
• Major Corporate Actions: This could include voting on potential mergers and acquisitions or changes to the company's charter.

Your broker will notify you when the proxy materials are available and provide a link to an online voting portal. You simply log in and cast your vote on each proposal. The board will offer its recommendation (usually “FOR” its own proposals and “AGAINST” shareholder proposals), but you are under no obligation to follow it. You can vote “FOR,” “AGAINST,” or “ABSTAIN” on each item. The whole process often takes less than ten minutes. It's also worth knowing about proxy advisory firms like Institutional Shareholder Services (ISS) and Glass Lewis. These firms provide voting recommendations to big institutional investors. While their analysis can be insightful, a true value investor always does their own thinking.

It's easy to think your handful of shares won't make a difference against giant investment funds. While one vote is small, the collective vote of millions of retail investors can be enormous. This is especially true during a proxy fight (or proxy contest), where an activist investor might be trying to get their own candidates elected to the board to shake things up. In these close-run battles, the retail vote can be the deciding factor.

Let's be realistic. For many routine votes at large companies, management's recommendation will pass with overwhelming support. However, even in a losing effort, your vote sends a message. Imagine a company where the CEO's bonus seems outrageous and untethered to performance. The proposal to approve the compensation plan might still pass, but if it only passes with 65% support instead of the usual 95%, the board takes notice. A significant “AGAINST” vote signals shareholder discontent and can pressure the board to rethink the pay structure next year to avoid future embarrassment. Voting is about maintaining accountability over the long term.

Before you cast your next proxy vote, run through this simple checklist:

1. Read the Summary: At a minimum, read the summary of proposals in the proxy statement. It will give you the lay of the land in just a few minutes.
2. Evaluate the Board: Are the directors truly independent and qualified? A board full of the CEO's golfing buddies is a major red flag.
3. Scrutinize the Pay: Is executive compensation reasonable and, most importantly, aligned with long-term shareholder value creation? Look for pay tied to business fundamentals, not just a rising stock price.
4. Consider Shareholder Proposals: Do these proposals seem sensible and likely to enhance the company's long-term competitive position and profitability?
5. VOTE! The single most important step. Don't let your shares be voted by default. Take the ten minutes to be an engaged and responsible owner of your business.