| | |
Nuveen Proxy Voting Policy | | |
| | | | |
Policy Purpose and Statement Proxy voting is the primary means by which shareholders may influence a publicly traded company’s governance and operations and thus create the potential for value and positive long-term investment performance. When an SEC registered investment adviser has proxy voting authority, the adviser has a fiduciary duty to vote proxies in the best interests of its clients and must not subrogate its clients’ interests to its own. In their capacity as fiduciaries and investment advisers, Nuveen Asset Management, LLC (“NAM”), Teachers Advisors, LLC (“TAL”) and TIAA-CREF Investment Management, LLC (“TCIM”), (each an “Adviser” and, collectively, the “Advisers”), vote proxies for the Portfolio Companies held by their respective clients, including investment companies and other pooled investment vehicles, institutional and retail separate accounts, and other clients as applicable. The Advisers have adopted this Policy, the Nuveen Proxy Voting Guidelines, and the Nuveen Proxy Voting Conflicts of Interest Policy for voting the proxies of the Portfolio Companies they manage. The Advisers leverage the expertise and services of an internal group referred to as Nuveen’s Stewardship Group to administer the Advisers’ proxy voting. The Stewardship Group adheres to the Advisers’ Proxy Voting Guidelines which are reasonably designed to ensure that the Advisers vote client securities in the best interests of the Advisers’ clients. | | | | Applicability This Policy applies to employees of Nuveen acting on behalf of Nuveen Asset Management, LLC, (“NAM”),Teachers Advisors, LLC, (“TAL”) and TIAA-CREF Investment Management, LLC (“TCIM”), each an “Adviser” and, collectively, referred to as the “Advisers”) |
| | | | |
| | Policy Statement Proxy voting is a key component of a Portfolio Company’s corporate governance program and is the primary method for exercising shareholder rights and influencing the Portfolio Company’s behavior. Nuveen makes informed voting decisions in compliance with Rule 206(4)-6 (the “Rule”) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and applicable laws and regulations, (e.g., the Employee Retirement Income Security Act of 1974, “ERISA”). | | |
Enforcement
As provided in the TIAA Code of Business Conduct, all employees are expected to comply with applicable laws and regulations, as well as the relevant policies, procedures and compliance manuals that apply to Nuveen’s business activities. Violation of this Policy may result in disciplinary action up to and including termination of employment.
Terms and Definitions
Advisory Personnel includes the Adviser’s portfolio managers and research analysts.
Proxy Voting Guidelines (the “Guidelines’’) are a set of pre-determined principles setting forth the manner in which the Advisers intend to vote on specific voting categories, and serve to assist clients, Portfolio Companies, and other interested parties in understanding how the Advisers intend to vote on proxy-related matters. The Guidelines are not exhaustive and do not necessarily dictate how the Advisers will ultimately vote with respect to any proposal or resolution. While the Guidelines are developed, maintained, and implemented by the Stewardship Group, and reviewed by the Nuveen Proxy Voting Committee, the portfolio managers of the Advisers maintain the ultimate decision-making authority with respect to how proxies will be voted.
Portfolio Company includes any publicly traded company held in an account that is managed by an Adviser.
Policy Requirements
Investment advisers, in accordance with the Rule, are required to (i) adopt and implement written policies and procedures that are reasonably designed to ensure that proxies are voted in the best interest of clients, and address resolution of material conflicts that may arise, (ii) describe their proxy voting procedures to their clients and provide copies on request, and (iii) disclose to clients how they may obtain information on how the Advisers voted their proxies.
The Nuveen Proxy Voting Committee (the “Committee”), the Advisers, the Stewardship Group and Nuveen Compliance are subject to the respective requirements outlined below under Roles and Responsibilities.
Although it is the general policy to vote all applicable proxies received in a timely fashion with respect to securities selected by an Adviser for current clients, the Adviser may refrain from voting in certain circumstances where such voting would be disadvantageous, materially burdensome or impractical, or otherwise inconsistent with the overall best interest of clients.
Roles and Responsibilities
Nuveen Proxy Voting Committee
The purpose of the Committee is to establish a governance framework to oversee the proxy voting activities of the Advisers in accordance with the Policy. The Committee’s voting members will be comprised from Research, the Advisers, and Nuveen’s Stewardship Group. Non-voting members will be comprised from Nuveen Legal, Nuveen Compliance, Nuveen Advisory Product, and Nuveen Investment Risk. The Committee may invite others on a standing, routine and/or or ad hoc basis to attend Committee meetings. The CCOs of CREF/TC Funds and the Nuveen Funds shall be standing,
non-voting invitees. The Committee has delegated responsibility for the implementation and ongoing administration of the Policy to the Stewardship Group, subject to the Committee’s ultimate oversight and responsibility as outlined in the Committee’s Proxy Voting Charter.
Advisers
| | 1. | Advisory Personnel maintain the ultimate decision-making authority with respect to how proxies will be voted, unless otherwise instructed by a client, and may determine to vote contrary to the Guidelines and/or a vote recommendation of the Stewardship Group if such Advisory Personnel determines it is in the best interest of the Adviser’s clients to do so. The rationale for all such contrary vote determinations will be documented and maintained. |
| | 2. | When voting proxies for different groups of client accounts, Advisory Personnel may vote proxies held by the respective client accounts differently depending on the facts and circumstances specific to such client accounts. The rationale for all such vote determinations will be documented and maintained. |
| | 3. | Advisory Personnel must comply with the Nuveen Proxy Voting Conflicts of Interest Policy with respect to potential material conflicts of interest. |
Nuveen Stewardship Group
| | 1. | Performs day-to-day administration of the Advisers’ proxy voting processes. |
| | 2. | Seeks to vote proxies in adherence to the Guidelines, which have been constructed in a manner |
intended to align with the best interests of clients. In applying the Guidelines, the Stewardship
Group, on behalf of the Advisers, takes into account several factors, including, but not limited to:
| | • | | Input from Advisory Personnel |
| | • | | Specific Portfolio Company context, including environmental, social and governance practices, and financial performance. |
| | 3. | Assists in the development of securities lending recall protocols in cooperation with the Securities Lending Committee. |
| | 4. | Performs Form N-PX filings in accordance with regulatory requirements. |
| | 5. | Delivers copies of the Advisers’ Policy to clients and prospective clients upon request in a timely manner, as appropriate. |
| | 6. | Assists with the disclosure of proxy votes as applicable on corporate websites and elsewhere as required by applicable regulations. |
| | 7. | Prepares reports of proxies voted on behalf of the Advisers’ investment company clients to their Boards or committees thereof, as applicable. |
| | 8. | Performs an annual vote reconciliation for review by the Committee. |
| | 9. | Arranges the annual service provider due diligence, including a review of the service provider’s potential conflicts of interests, and presents the results to the Committee. |
| | 10. | Facilitates quarterly Committee meetings, including agenda and meeting minute preparation. |
| | 11. | Complies with the Nuveen Proxy Voting Conflicts of Interest Policy with respect to potential material conflicts of interest. |
| | 12. | Creates and retains certain records in accordance with Nuveen’s Record Management program. |
| | 13. | Oversees the proxy voting service provider with respect to its responsibilities, including making and retaining certain records as required under applicable regulation. |
Nuveen Compliance
| | 1. | Seeks to ensure proper disclosure of Advisers’ Policy to clients as required by regulation or otherwise. |
| | 2. | Seeks to ensure proper disclosure to clients of how they may obtain information on how the Advisers voted their proxies. |
3
| | 3. | Assists the Stewardship Group with arranging the annual service provider due diligence and presenting the results to the Committee. |
| | 4. | Monitors for compliance with this Policy and retains records relating to its monitoring activities pursuant to Nuveen’s Records Management program. |
Nuveen Legal
| | 1. | Provide legal guidance as requested. |
Governance
Review and Approval
This Policy will be reviewed at least annually and will be updated sooner if substantive changes are necessary. The Policy Owner, the Committee and the NEFI Compliance Committee are responsible for the review and approval of this Policy.
Implementation
Nuveen has established the Committee to provide centralized management and oversight of the proxy voting process administered by the Stewardship Group for the Advisers in accordance with its Proxy Voting Committee Charter and this Policy.
Exceptions
Any request for a proposed exception or variation to this Policy will be submitted to the Committee for approval and reported to the appropriate governance committee(s), where appropriate.
Related Documents
| | • | | Nuveen Proxy Voting Committee Charter |
| | • | | Nuveen Proxy Voting Guidelines |
| | • | | Nuveen Proxy Voting Conflicts of Interest Policy and Procedures |
| | • | | Nuveen Policy Statement on Responsible Investing |
| | |
| | |
| | | |
Policy Adoption Date | | February 3, 2020 |
Effective Date of Current Policy/Last Date Reviewed | | December 18, 2023 |
Governance | | NEFI Compliance Committee |
Policy Owner | | Nuveen Proxy Voting Committee |
Policy Leader | | Nuveen Compliance |
G-3250864P-E1123W
4
