Shareholders in public companies typically have voting rights associated with their shareholders. These voting rights allow shareholders (including institutions such as Fidelity, acting on behalf of all the funds it manages) to vote at annual and special company meetings. Most shareholders, including the Fidelity Funds, generally submit votes by proxy rather than attend each meeting.
The typical agenda for a company meeting will include more than one proposal, such as the election of directors, adoption of a stock option plan or approval of a merger or acquisition. Proposals are more commonly put forth by the company’s management, but may be submitted by a shareholder as well. The company’s management may provide a voting recommendation for each proposal, and each proposal is evaluated separately by Fidelity in accordance with our Proxy Voting Guidelines.
Investment funds in Canada, including the Fidelity Funds, must display their proxy voting records on their websites by August 31 of each year, covering the 12-month period ending June 30 of that year. Unitholders may also request a copy of the proxy voting record for this same period be delivered to them, at no charge, after August 31 of each year.
Please note that we do not provide proxy voting results for certain funds that invest their assets in other Fidelity Funds. When a Fidelity Fund invests in an underlying fund also managed by Fidelity, Fidelity will either abstain from voting those securities of the underlying Fidelity Fund, or will arrange for those securities of the underlying Fidelity Fund to be voted by the beneficial holders of the top Fidelity Fund. When a Fidelity Fund invests in an underlying mutual fund or exchange-traded fund that is not managed by Fidelity, Fidelity will vote in the same proportion as all other security holders of such underlying fund or class (“echo voting”). Fidelity may choose not to vote if “echo voting” is not operationally feasible.
View proxy voting results by selecting a Fidelity Fund
Effective December 31, 2015, Fidelity replaced FIAM LLC (“FIAM”) as the portfolio adviser to the Fidelity retail mutual funds that are trust funds (the “Trust Funds”). Fidelity has hired Fidelity Management & Research Company to manage the proxy voting on behalf of the Trust Funds (except for the Trust Funds and ETFs that are subadvised by FIL Limited (“FIL”) or Geode Capital Management LLC (“Geode”)), in accordance with the following subadvisor proxy voting guidelines:
- FIAM Proxy Voting Guidelines (includes FIAM Trust Company)
- Fidelity (Canada) Asset Management ULC Proxy Voting Guidelines
- FMR Co., Inc. Proxy Voting Guidelines (includes Fidelity Institutional Money Management, Ltd.)
For the Trust Funds and ETFs that are subadvised by FIL or Geode, FIL and Geode manage the proxy voting in accordance with the FIL Proxy Voting Guidelines and Geode Proxy Voting Guidelines. Fidelity’s approach to proxy voting decisions is consistent with our approach to investment decisions: we evaluate proposals on economic merit and support those that are reasonably likely to enhance shareholder returns. With the focus on enhancing shareholder returns as the guiding theme, social considerations are generally not emphasized in voting decisions.
To the extent that a company’s management is committed and incentivized to maximize shareholder value, we generally vote in favour of management’s proposal. However, adhering to our proxy voting guidelines does in fact sometimes result in our submitting proxy votes that are contrary to the recommendations in every proxy voting season. One example includes our voting against overly dilutive share compensation plans that do not adequately align management and shareholder interests. Fidelity can ultimately voice its opinions on the policies of management through the level of ownership the Fidelity Funds maintain in the individual companies.
In addition, Fidelity may choose not to exercise its voting rights at certain company meetings in instances where trading restrictions are placed on voted shares. This situation occurs most often in foreign countries in which voted shares cannot be traded from the time the vote is cast until the day after the meeting.
A decision not to exercise a vote on a particular proxy proposal.
A vote to defeat a proxy proposal.
A shareholders’ meeting generally called once a year for shareholders to elect the company’s board of directors and vote on such other proposals as may properly be brought before the meetings. Also known as an AGM (annual general meeting).
A board of directors that is separated into groups, or “classes,” that are generally elected for three-year terms so that only a portion of the directors stands for election each year. This is contrasted with a declassified board, whose directors stand for election every year for one-year terms. Classified boards are harder to dislodge through the shareholder meeting process, because it would take a series of successful contested annual shareholders’ meetings to do so, while a declassified board could be dislodged in a single meeting.
The solicitation by management of shareholder approval of a specified proposal without an in-person meeting. Shareholders signify their support of the proposal by returning executed consent cards to the company.
A contest occurs when a dissident shareholder group circulates its own proxy to shareholders, as an alternative to management’s proxy, seeking shareholder support in electing the dissident’s nominee(s) to the board of directors of the target company in place of management’s nominated directors. Also known as a proxy fight.
The result of a company issuing additional shares of stock into the market or granting stock awards or stock options to employees, thereby reducing or “diluting” the relative ownership level of existing shareholders.
Employee stock purchase plan
A plan offered by an employer giving employees an opportunity to purchase the company’s stock through payroll deductions.
Exchange-traded fund (ETF)
A security that tracks an index and represents a basket of stocks like an index mutual fund, but trades like a stock on an exchange.
The price per share that a holder must pay to the issuer to exercise a stock option. The exercise price is usually set at the fair market value of the company’s stock on the date of grant.
A combination of an annual and a special meeting.
An anti-takeover provision triggered by the acquisition of a specified percentage of a company’s outstanding stock. When triggered, the pill causes additional shares to be issued to existing shareholders, excepting the potential acquirer who triggered the pill, thereby diluting the ownership of the potential acquirer and making an acquisition prohibitively expensive.
Repricing options occurs when a company changes the exercise price of outstanding employee stock options to a new, lower price in line with the current market price of the underlying stock. Companies sometimes reprice options when employee stock options are “under water” or have exercise prices well above the current market price.
Restricted stock award
A grant of stock by an employer to an employee in which the employee’s rights to the shares are limited until the shares “vest” and cease to be subject to the restrictions. Typically, the employee may not sell or transfer the shares of stock until they vest – frequently a defined period of time – and forfeits the stock if the employee’s employment terminates before the stock vests.
A unique identifier for a class of security. A security’s security ID will be the CUSIP (Committee on Uniform Securities Identification Procedures) number, when available.
A shareholders’ meeting called in order to get shareholder approval of a special voting item such as a merger or acquisition. Also known as an EGM (extraordinary general meeting).
A contractual right granted by a corporation to purchase a specified number of shares of stock at a specified price during a specified period of time.
Take no action
A decision not to vote at a meeting because of local market proxy voting rules preventing voted shares from being traded or requiring onerous holdings disclosure due to share re-registration, potentially adversely affecting portfolio management.
Total stock options outstanding
The total number of a company’s stock options, including stock options that are vested and unvested, currently held. This is the number of stock options that were granted less the number of stock options previously exercised and any stock options that were cancelled.
A vote against a director or directors when there are not alternative directors to vote for, other than the management’s slate. Relevant only in the case of election of director proposals for which the only vote options are to vote for or to withhold.