Corporate Governance & Proxy Voting

Benefit Enhancement Credit (Article 19)
The System is committed to responsible corporate governance.
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Shareholder responsibility is fundamental to good corporate governance.

NYSTRS’ shareholder voting rights are managed with the same care as its other assets. Toward that end, the Board has a formal proxy voting policy.

Our Proxy Voting Policy is outlined in the Responsible Stewardship Policy in our Investment Policy Manual.

NYSTRS engages an independent proxy advisor to provide vote execution services, proxy research, and vote recommendations, and may confer with the company, other investors, or obtain additional research as needed when casting votes.

NYSTRS withholds support from proposals when:

  1. the underlying factors are not reasonably deemed material to the company or its operations.
  2. the company already substantially complies with the resolution.
  3. the cost outweighs the benefit, or the request is otherwise not reasonable.

Each year, NYSTRS casts upwards of 20,000 votes for domestic and Canadian stock portfolios on a variety of issues:

Auditor Ratification – NYSTRS will not ratify an auditor if independence has been impaired or if there are concerns about objectivity.

Capital Management – NYSTRS generally supports proposals that provide the company with flexibility if they do not limit shareholder rights.  Issues typically include increasing authorized common stock, approval of stock splits, and authorization of share repurchase programs.

Company Statute Changes – NYSTRS generally supports proposals relating to bylaw or organizational changes provided they do not limit shareholder rights.  Issues typically include management proposals to reduce supermajority vote requirements or provide the right to call a special meeting or act by written consent.  

Compensation – NYSTRS generally supports reasonable compensation plans which are tied to objective performance and sustainability measures. 

Director Elections – NYSTRS believes an independent and diverse Board of Directors is beneficial to the overall effectiveness of corporate operations. 

Shareholder Proposals – Requests for a company to report or act on environmental, social, governance or compensation issues.  NYSTRS believes Boards are responsible for oversight and management of material risks faced by a company; significant risks and controversies, as well as the company’s efforts to address them, should be disclosed.

Refer to our proxy vote disclosure reports for Jan. 1—June 30, 2022 and July 1—Dec. 31, 2022.

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