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.
View proxy voting results by selecting a Fidelity Fund
- 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.)
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.