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Eaton Vance Corp.

PRI reporting framework 2020

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You are in Direct - Listed Equity Active Ownership » (Proxy) voting and shareholder resolutions

(Proxy) voting and shareholder resolutions

LEA 12. Typical approach to (proxy) voting decisions

12.1. Indicate how you typically make your (proxy) voting decisions.

Approach

Based on

12.2. Provide an overview of how you ensure that your agreed-upon voting policy is adhered to, giving details of your approach when exceptions to the policy are made.

Calvert's service provider votes all proxies consistent with their guidelines. Items that must be voted on a case-by-case basis are referred to us to be researched, analysed, discussed and voted internally. In rare instances when an exception to a voting policy occurs, Calvert follows internal procedures regarding how to cast their vote. Calvert's rationale for all proxy votes is provided on their website.

Eaton Vance Management has adopted policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with its fiduciary duties, to the extent applicable, and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the "Advisers Act").

EVM generally votes proxies received by a client for which it has sole investment discretion through an independent third-party proxy voting service (Agent) in accordance with guidelines (Guidelines) established and reviewed by a Global Proxy Group, which includes representatives of the Adviser.

The Agent (currently Institutional Shareholder Services, Inc.) is required to vote and/or refer to EVM's Proxy Administrator, for consideration by a Global Proxy Group established by EVM, all proxies in accordance with formal written customized guidelines. When a proxy voting issue has been referred to the Proxy Administrator, the Global Proxy Group determines the final vote (or decision not to vote) and the Proxy Administrator instructs the Agent to vote accordingly for securities held in client accounts.

EVM has established Guidelines and generally will utilize such Guidelines in voting proxies on behalf of its clients. The Guidelines are largely based on those developed by the Agent but also reflect input from the Global Proxy Group and other investment professionals and are believed to be consistent with the views of EVM on the various types of proxy proposals. The Guidelines are designed to promote accountability of a company's management and board of directors to its shareholders and to align the interests of management with those of shareholders. The Guidelines provide a framework for analysis and decision making but do not address all potential issues.

EVM maintains procedures designed to identify and address potential material conflicts of interests in voting proxies. If the Proxy Administrator expects to instruct the Agent to vote in a manner inconsistent with the Guidelines, the Global Proxy Group, in consultation with EVM's Legal and Compliance Department, will determine if a material conflict of interest exists between EVM and its clients, and if so determined, EVM will seek instruction on how the proxy should be voted from the client (in the case of an individual or corporate client), its board of directors or any (sub)committee or group of Independent Trustees (in the case of a Fund), or the adviser in situations where EVM acts as sub-adviser to such adviser.

If the client, Fund board or adviser, as the case may be, fails to instruct EVM on how to vote the proxy, EVM will generally instruct the Agent, through the Proxy Administrator, to abstain from voting to avoid the appearance of impropriety, unless the failure to vote would have a material adverse economic impact on the client's securities holdings.

The Procedures also require EVM to establish that the Agent (i) is independent from EVM, (ii) has resources that indicate it can competently provide analysis of proxy issues, and (iii) can make recommendations in an impartial manner and in the best interests of the clients and, where applicable, their beneficial owners.

Parametric:

https://www.parametricportfolio.com/about/investment-stewardship/proxy-voting-summary

Atlanta Capital has adopted proxy voting policies and procedures when ACM has been delegated voting authority.  The policies are designed to promote accountability of a company’s management to its shareholders and to align the interests of management with those shareholders.  ACM utilizes an outside voting service, Institutional Shareholder Services (ISS), for administration of the proxy voting process overseen internally by a proxy coordinator and senior members of the equity portfolio management team.  ACM has delegated to ISS the authority to vote proxies for client accounts pursuant to guidelines adopted by ACM or pursuant to special instruction by ACM.

 

 

 

12.3. Additional information.[Optional]

Eaton Vance undertake an annual review of our proxy voting guidelines to ensure that they are consistent with our policy objectives and current best practices.


LEA 13. Percentage of voting recommendations reviewed (Not Applicable)


LEA 14. Securities lending programme

14.1. Does your organisation have a securities lending programme?

14.3. Indicate how the issue of voting is addressed in your securities lending programme.

14.4. Additional information. [Optional]


LEA 15. Informing companies of the rationale of abstaining/voting against management

15.1. Indicate the proportion of votes participated in within the reporting year in which where you or the service providers acting on your behalf raised concerns with companies ahead of voting.

15.2. Indicate the reasons for raising your concerns with these companies ahead of voting.

Explain

          Calvert will engage with a company when we believe an ESG is financially material
        

15.3. Additional information. [Optional]

The answers above represent EVC's affiliate, Calvert.


LEA 16. Informing companies of the rationale of abstaining/voting against management

16.1. Indicate the proportion of votes where you, and/or the service provider(s) acting on your behalf, communicated the rationale to companies for abstaining or voting against management recommendations. Indicate this as a percentage out of all eligible votes.

16.2. Indicate the reasons why your organisation would communicate to companies, the rationale for abstaining or voting against management recommendations.

16.3. In cases where your organisation does communicate the rationale for abstaining or voting against management recommendations, indicate whether this rationale is made public.

16.4. Additional information. [Optional]

The answers above represent EVC's affiliate, Calvert.


LEA 17. Percentage of (proxy) votes cast

17.1. For listed equities in which you or your service provider have the mandate to issue (proxy) voting instructions, indicate the percentage of votes cast during the reporting year.

Votes cast (to the nearest 1%)

100 %

Specify the basis on which this percentage is calculated

17.3. Additional information. [Optional]

The answers above represent EVC's affiliate, Calvert.


LEA 18. Proportion of ballot items that were for/against/abstentions

18.1. Indicate whether you track the voting instructions that you or your service provider on your behalf have issued.

18.2. Of the voting instructions that you and/or third parties on your behalf have issued, indicate the proportion of ballot items that were:

Voting instructions
Breakdown as percentage of votes cast
For (supporting) management recommendations
66 %
Against (opposing) management recommendations
34 %
Abstentions
0 %
100%

18.3. In cases where your organisation voted against management recommendations, indicate the percentage of companies which you have engaged.

.04

18.4. Additional information. [Optional]

The breakout above represents Calvert.

The Calvert engagement strategy involves having dialogue with companies in an effort to influence their strategy related to financially material ESG issues so that they can support their proposals that are submitted to shareholder vote. Calvert has engaged with less than 1% of the companies where they have voted against management.


LEA 19. Proportion of ballot items that were for/against/abstentions

19.1. Indicate whether your organisation has a formal escalation strategy following unsuccessful voting.

19.2. Indicate the escalation strategies used at your organisation following abstentions and/or votes against management.

19.3. Additional information. [Optional]

The answers above represent EVC's affilaite, Calvert.

In accordance with Calvert's proxy voting policies and procedures, if they fail to cast a vote or they vote against Calvert’s voting guidelines, Calvert will report such votes to the Engagement and Proxy Voting Committee, which includes the Chief Executive Officer. Additionally, the Boards of Directors/Trustees of the Calvert Funds receive quarterly reports related to such voting activity.


LEA 20. Shareholder resolutions

20.1. Indicate whether your organisation, directly or through a service provider, filed or co-filed any ESG shareholder resolutions during the reporting year.

20.2. Indicate the number of ESG shareholder resolutions you filed or co-filed.

7 Total number

20.3. Indicate what percentage of these ESG shareholder resolutions resulted in the following:

Went to vote
57 %
Were withdrawn due to changes at the company and/or negotiations with the company
43 %
Were withdrawn for other reasons
0 %
Were rejected/not acknowledged by the company
0 %
Total 100%

20.4. Of the ESG shareholder resolutions that you filed or co-filed and that were put to a vote (i.e., not withdrawn), indicate the percentage that received approval:

0 >50%
0 50-20%
2 <20%

20.5. Describe the ESG shareholder resolutions that you filed or co-filed, and the outcomes achieved.

Engagement capabilities presented reflect the work of EVC's affiliate, Calvert.

Calvert filed six shareholder proposals addressing employee and board diversity. These proposals called on companies to:

  • Embed a commitment to diversity including gender, race, ethnicity in governance documents;
  • Commit publicly to include women and people of color in each candidate pool for board and senior leadership seats; and
  • Disclose the racial, ethnic and gender composition of the board in annual proxy statements.

Calvert has withdrawn three of these proposals because the companies committed to take steps to address our concerns. Three other proposals were pending as of the completion of the UN PRI report.

Calvert filed one shareholder proposal addressing renewable energy during the reporting year. This proposal was pending at the time of completion of this report.

20.6. Describe whether your organisation reviews ESG shareholder resolutions filed by other investors.

Yes, as part of Calvert’s proxy voting guidelines, Calvert's service provider generally reviews ESG shareholder resolutions and makes determinations about how to vote based on their guidelines. Calvert are generally supportive of shareholder resolutions and are willing to vote against management to support them. In select cases, Calvert's proxy voting committee will meet and discuss certain higher profile shareholder resolutions on a case-by-case basis and may in some instances override their existing policy.

20.7. Additional information. [Optional]


LEA 21. Examples of (proxy) voting activities

21.1. Provide examples of the (proxy) voting activities that your organisation and/or service provider carried out during the reporting year.

ESG Topic
Shareholder rights
Conducted by
Objectives

Amend Articles/Bylaws/Charter - Call Special Meetings (S0235)

To reduce ownership threshold for shareholders to call special meetings

Scope and Process

Of 25 proposals, Calvert voted in favour of all the proposals against management.

Outcomes
ESG Topic
Shareholder rights
Conducted by
Objectives

Adopt/Amend Proxy Access Right (S0221/S0226)

To adopt/amend proxy access rights

Scope and Process

Of 25 proposals, Calvert voted in favour of all the proposals against management.

 

Outcomes
ESG Topic
Diversity
Conducted by
Objectives

Gender Pay Gap (S0817)

To generate a report on gender pay gap.

Scope and Process

Of 13 proposals, Calvert voted in favour of all the proposals against management.

 

Outcomes
ESG Topic
Political spending / lobbying
Conducted by
Objectives

Political Contributions Disclosure/Political Lobbying Disclosure (S0807/S808)

To generate a report on political contributions/lobbying payments and policy.

 

Scope and Process

Of 64 proposals, Calvert voted in favour of all the proposals against management.

Outcomes
ESG Topic
Diversity
Conducted by
Objectives

Board Diversity (S0227)

To report on and/or increase board diversity.

Scope and Process

Of 4 proposals, Calvert voted in favour of all the proposals against management.

Outcomes
ESG Topic
Climate Change
Conducted by
Objectives

Climate Change Action/Report on Climate Change (S0745/S0742)

To generate report regarding climate change actions.

Scope and Process

Of 6 proposals, Calvert voted in favour of all the proposals against management.

Outcomes
ESG Topic
Pollution
Conducted by
Objectives

GHG Emissions (S0743):

To adopt and report on quantitative company-wide GHG goals.

Scope and Process

Of 8 proposals, Calvert voted in favour of all the proposals against management.

 

 

Outcomes
ESG Topic
Human rights
Conducted by
Objectives

Risk Assessment/Improve Human Rights Standards or Policies (S0412/S0414)

To generate report on human rights policies and processes.

 

Scope and Process

Of 16 proposals, Calvert voted in favour of all the proposals against management.

Outcomes
ESG Topic
Executive Remuneration
Conducted by
Objectives

Link Executive Pay to Social Criteria (S0510):

To incorporate ESG criteria in senior executive compensation

Scope and Process

Of 12 proposals, Calvert voted in favour of all the proposals against management.

Outcomes
ESG Topic
Other governance
Conducted by
Objectives

Require Independent Board Chairman (S0107):

To require an independent board chairman

Scope and Process

Of 58 proposals, Calvert voted in favour of all the proposals against management.

Outcomes

21.2. Additional information. [Optional]

The proxy voting actives above represent EVC's affiliate, Calvert.

 


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