Proxy Voting
Proxy voting is the process by which shareholders cast votes on corporate governance matters at company annual meetings. Proxy voting serves as a direct channel for communicating expectations on long-term value creation to portfolio company boards and management. Each year, MassPRIM votes on tens of thousands of ballot items at more than 7,000 companies worldwide, making it one of the Fund’s most systematic and far-reaching stewardship tools.
MassPRIM’s Board-approved Custom Proxy Voting Guidelines (PDF) PDF file, opens in a new tab, which reflect the Fund’s Stewardship Priorities, serve as the framework for communicating the Fund’s expectations on behaviors for long-term value. Staff engage proxy advisory and voting services, supplemented by external research providers, to ensure Guidelines are operationalized through votes. Staff also regularly review voting recommendations to ensure fidelity with the Guidelines is maintained.
Proxy voting is not a static exercise. Between 2024 and 2025, MassPRIM engaged in extensive updates of its Custom Proxy Voting Guidelines (PDF) PDF file, opens in a new tab to emphasize the rationale for voting decisions and note the connections to materiality and long-term value. The Custom Proxy Voting Guidelines are also regularly updated to reflect the latest research on systems and behaviors for long-term value creation. The Stewardship and Sustainability Committee and the MassPRIM Board regularly review the Fund’s global proxy voting efforts to ensure consistency with the principles established in the Custom Proxy Voting Guidelines. In 2025, the Board approved a Proxy Voting Decision Making Policy (PDF) PDF file, opens in a new tab that outlines the process staff will use when a ballot measure falls outside the stated scope of the Custom Proxy Voting Guidelines.
Throughout this period, staff worked to ensure that voting reinforced MassPRIM’s stewardship priorities and remained aligned with broader engagement activities. Despite MassPRIM’s large assets under management and the scale of its voting program, the median ownership stake in individual companies is very small. MassPRIM has therefore determined that combining proxy voting with direct company engagement and manager dialogue creates the most effective mechanism for influencing meaningful change on stewardship priorities.
Staff are working to refine the proxy voting guidelines to communicate expectations more clearly and effectively. In 2026, MassPRIM will shift to a more succinct, principles-based framework that articulates the vision for long-term value creation in accessible language while maintaining the same underlying voting standards. This shift will emphasize behaviors and systems expected from companies rather than cataloging responses to specific resolution types, positioning the Fund to respond effectively as the proxy landscape evolves while ensuring voting on stewardship priorities remains consistent and clear.