Proxy Voting OverviewProxyVotingOverview

As a responsible investor and fiduciary, QMA’s policy is to vote proxies in the best long-term economic interests of our clients (the appreciation in value of the investment over time). In the case of pooled accounts, our policy is to vote proxies in the best long-term economic interest of the pooled account. To that end, we have adopted voting guidelines that reflect our general philosophy on corporate governance matters and our approach to governance and other issues that may commonly arise when voting ballots on the various securities held in client accounts.

Our guidelines are not intended to limit the analysis of individual issues at specific companies, nor do they indicate how we will vote in every instance. Rather, they express our views about corporate governance and other issues generally, and provide insight into how we typically approach issues that often appear on corporate ballots. They are applied with discretion, taking into consideration the range of issues and facts specific to the company and the individual ballot items. Because the guidelines are not absolute, context matters and may drive different outcomes for different companies.

While governance is the focus of many ballot items, our detailed, customized voting guidelines address a wide variety of matters, including:

• Boards and directors
• Audit-related issues
• Executive compensation
• Capital-related issues
• Mergers, acquisitions and other financial transactions
• Corporate governance issues
• Environmental and social issues
• Miscellaneous and routine matters

From time to time, ballot issues arise that are not addressed by our policy, or circumstances may suggest a vote not in accordance with our established guidelines. In these cases, our voting decisions are made on a case-by-case basis taking into consideration the potential economic impact of the proposal, as well as any circumstances that may result in restrictions on trading the security. Case-by-case, or manual, evaluation of a ballot item entails consideration of various, specific factors as they relate to a particular issuer and/or proposed action. For example, when performing manual evaluation of a ballot item relating to executive compensation (which will generally occur if QMA receives research suggesting a vote “against” the item), we consider such factors as stock performance, financial position and compensation practices of the issuer relative to its peers, change in control, tax gross-up and clawback policies of the issuer, pay inequality and other corporate practices, although not all factors may be relevant or of equal significance to a specific matter. With respect to contested meetings, which we always vote on a case-by-case basis, we consider research provided by QMA’s proxy advisor as well as other sources of information available in the marketplace, in order to understand the issues on both sides of the contest and determine our view. With respect to mergers and acquisitions, we consider whether a fairness opinion as to valuation has been obtained.

With respect to non-US holdings, we take into account additional restrictions in some countries that might impair our ability to trade those securities or have other potentially adverse economic consequences. Further, we may be unable to vote proxies in countries where clients or their custodians do not have the ability to cast votes due to lack of documentation, operational capacity, or otherwise. We generally vote non-US securities on a best-effort basis when we determine that voting is in the best economic interest of our clients. In addition, when voting on ballots for companies in global markets, we may consider various market-specific nuances, along with applicable regional rules and practices, including codes of conduct and other guides.

We seek to actively monitor developments in the proxy voting arena based on a historical analysis of proxy issues and a continuing review of new proposals and legislative changes. Our policy and guidelines are reviewed annually and updated as needed to address new developments.

QMA’s Corporate Governance

QMA’s Senior Governance Officer works collaboratively across business lines to enhance our capabilities in the areas of corporate governance, proxy voting and data oversight, including, but not limited to, our efforts with respect to ESG issues. This individual is also responsible for the adherence and reporting relating to the United Nations-supported Principles for Responsible Investment (PRI), the Task Force on Climate-Related Financial Disclosures (TCFD) and Japan’s Stewardship Code.

QMA also has a Proxy Voting Committee that includes representatives from our Investment, Operations, Compliance, Risk and Legal teams. This committee is responsible for updating and interpreting our proxy voting policy, identifying conflicts of interest and periodically assessing the effectiveness of our policy and procedures. We currently use the services of a third-party proxy voting advisor. The committee also oversees the services provided by our proxy advisor by reviewing management reports and performing periodic reviews of the proxy advisor.

We direct the proxy advisor, upon receipt of proxies, to vote in a manner consistent with our established proxy voting guidelines (assuming timely receipt of proxy materials from issuers and custodians). Our proxy advisor also makes available analyses of ballot issues and voting recommendations to its clients. Our voting guidelines include instructions to vote certain ballot issues consistent with recommendations made by the proxy advisor. In these cases, we periodically assess the consistency of our view along with that of the proxy advisor and retain ultimate responsibility for the voting decision. We conduct regular due diligence on our proxy advisor.

We provide disclosure of our proxy voting policy, guidelines and procedures to our clients who authorize us to vote proxies, generally at the time that we are negotiating our investment management agreement. Any client may obtain a copy of these items, as well as the proxy voting records for that client’s securities, by contacting the client service representative responsible for the client’s account. We also make our proxy voting results available publicly in the Stewardship & Governance section of our website: qma.com/stewardship-and-governance.

Conflicts of Interest

The Proxy Voting Committee establishes the criteria to identify any issuers as to which we believe there may be a potential conflict between the respective interests of QMA and those of our clients (each, a "Conflict Issuer"). Proxies with respect to Conflict Issuers, including our ultimate parent company, Prudential Financial, Inc., will be voted in accordance with the proxy advisor's policy.

Advocating for More Accountability

As stated previously, our proxy voting policy is to vote proxies in the best long-term economic interests of our clients. We believe that strong governance leads to improved management of social and environmental issues, and we consider shareholder proposals in this area carefully, with a focus on adding economic value. In addition, through our collective engagement with ESG-related organizations and data providers, we advocate for greater disclosure of ESG data, which we view as essential to identifying potential sources of risk that might not be reflected in market valuations, and to the further assimilation of ESG into mainstream investment practices.

When voting proxies, our analysis of various Shareholder Proposals that deal with ESG issues also provides us with an opportunity to vote for those Shareholder Proposals that we believe will help support better overall corporate governance, as well as better disclosures of industry-specific and systematic risks. In situations where we believe there are no negative financial implications, we have voted, and will continue to vote against management in certain circumstances, including if they continue to demonstrate an inability to correct whatever issue(s) we view as deficient.

Consistent with the commitment QMA made when becoming a signatory to the United Nations-supported Principles of Responsible Investment (PRI) in 2015, we are focused on improving the quality and consistency of ESG reporting and data. QMA has contractually agreed to adhere to Japan’s Stewardship Code since 2016. In 2017, we became a member of the Sustainability Accounting Standards Board (SASB) Investor Advisory Group, through which we encourage companies to disclose information on their carbon emissions and other ESG-related factors. In 2018, QMA began supporting the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD), and in 2019, QMA became a signatory to the Investor Stewardship Group (ISG).

QMA also participates in various educational and collaborative events with other stewardship and governance organizations. We are members of the Council of Institutional Investors (CII) and the International Corporate Governance Network (ICGN). We also joined the Investor Network on Climate Risk (INCR)/CERES through memberships held by PGIM, the global investment management business of Prudential Financial, Inc., as well as through Prudential Financial Inc., our ultimate parent. CFD).