Proxy Voting Alignment

Resolution Text

RESOLVED STATEMENT: Shareowners request that the Board of Directors initiate a review of both SSgA’s 2023 proxy voting record and proxy voting policies related to diversity and climate change, prepared at reasonable cost, omitting proprietary information.

SUPPORTING STATEMENT: Proponents suggest the review include the following among other topics:

· Any misalignment of SSgA’s policy and voting record with reducing emissions consistent with the Paris Agreement, industry initiatives of which SSSgA is part and SSgA’s own stated policies.

· A comparison with the voting record of other major investment firms and mutual funds.

· Recommendations for strengthening voting guidelines on climate-related issues.

State Street Global Advisors (SSgA) is a respected global leader in the financial services industry. SSgA understands the materiality of climate risk and its negative impact on companies and the economy, however the firm’s voting record on climate-related proposals has dropped dramatically putting it far behind many other investment firms. According to ShareAction’s 2022 ranking of the top 68 managers’ voting record on 252 shareholder proposals, SSgA ranked 61st of 68 asset managers assessed, supporting only 29% of overall proposals, and only 30% of environmental resolutions. And in 2023 SSgA votes declined further on climate and racial justice resolutions, for example voting for only 25% of climate resolutions (16 out of 65 according to NPX filings of S&P 500 companies provided by Diligent).

This proxy voting record seems inconsistent with SSgA’s membership in several investing initiatives:

· The Principles for Responsible Investment, a global investor network representing more than $120 trillion in assets urges investors to vote on ESG issues and “prioritize addressing systemic sustainability issues”.

· The Net Zero Asset Managers Initiative commitment to a voting policy consistent with achieving net zero emissions by 2050.

· Climate Action 100+, an investor initiative urging the world’s largest greenhouse gas emitters to reduce emissions consistent with the Paris Agreement, flags votes for its members; SSgA lagged peers, voting for only 5 of 20 flagged proposals.

When voting SSgA looks primarily at near-term risk created for a specific company. Such an approach is shortsighted and fails to acknowledge a multitude of physical and transition-related risks.

In addition, proxy voting that appears to ignore the full scope of climate risks creates reputational and business risk for SSgA, especially with global clients committed to sustainability and concerned about the broader economic impact of climate change.

Similarly, we believe diversity issues are of material importance to companies and investors. For years, SSgA been a diversity leader and champion of women on company boards and is famous for the “Fearless Girl” statue on Wall Street. But the proxy voting record on diversity and inclusion issues did not reflect SSgA’s stated positions on diversity.

We further believe it is SSgA’s fiduciary responsibility to consider the impacts of climate and diversity risks on both portfolio companies and portfolios as a whole and vote accordingly. Thus, we request this special review.