March 25, 2022

State Street’s Voting & Engagement Guidelines: Annual Update is Here

After releasing a bunch of guidance earlier this year on its priorities & expectations, State Street Global Advisors has now also recently updated the following documents to reflect its positions:

1. North American Proxy Voting & Engagement Guidelines

2. Global Proxy Voting & Engagement Principles

3. Global Proxy Voting & Engagement Guidelines for E&S Issues

4. Frameworks for Voting E&S Shareholder Proposals

5. Issuer Engagement Protocol

This 6-page summary of material changes outlines the most significant changes, which include:

Climate-Related Disclosure: SSGA may vote against the independent board leader at companies in the S&P 500, S&P/TSX Composite, FTSE 350, STOXX 600 and ASX 100 if companies fail to provide sufficient disclosure in accordance with the TCFD framework. SSGA views this as a “natural escalation” of previously stated expectations and expects to continue to expand this policy in coming years.

Enhancing Racial & Ethnic Diversity: SSGA may vote against the Chair of the Nominating Committee at companies in the S&P 500 and FTSE 100 that do not have at least one director from an underrepresented racial and/or ethnic community on their boards; and may vote against the Chair of the Compensation Committee at companies in the S&P 500 that do not disclose their EEO-1 reports.

Board Diversity: SSGA is maintaining its policy to possibly vote against the Chair of the Nominating Committee at companies in the S&P 500 and FTSE 100 that do not disclose, at minimum, the gender, racial and ethnic composition of their boards. In 2022, it will expect boards of listed companies in all markets & indices to have at least one woman director.

In 2023, it will expect companies in the Russell 3000, TSX, FTSE 350, STOXX 600, and ASX 300 indices to have boards composed of at least 30 percent women directors. It may waive the policy if a company engages with State Street Global Advisors and provides a specific, timebound plan for reaching the 30 percent representation of women directors.

SSGA may vote against the chair of the nominating and governance committee if a company fails to meet expectations. If that continues for 3 consecutive years, it may vote against all incumbent members of the nominating committee.

R-Factor: Again this year, State Street Global Advisors may take voting action against the independent board leaders at companies in the S&P 500, FTSE 350, ASX 100, TOPIX 100, DAX 301 and CAC 40 indices that are R-FactorTM ‘laggards’ and ‘momentum underperformers’ unless it sees meaningful change. In 2024, it will be expanding the voting screen to include all R-FactorTM ‘laggards’ and ‘underperformers’ (i.e. not only ‘momentum underperformers’).

Overboarding: As previously announced, starting in 2022, for non-executive board chairs/lead independent directors and director nominees who hold excessive commitments, as defined above, we may consider waiving our policy and vote in support of a director if a company discloses its director commitment policy in a publicly available manner (e.g., corporate governance guidelines, proxy statement, company website).

These updated policies & guidelines are posted along with other institutional investor policies in our “Investor Voting Policies” Practice Area, so that members can have easy access to policies of various investors in one place. If you aren’t yet a member and want access, email

Liz Dunshee