Carillon Family of Funds Proxy Voting Guidelines
The Carillon Family of Funds (the “Funds” or “CFF”) has adopted a proxy voting policy, as well as guidelines for how the Funds’ investment adviser(s) and/or subadviser(s) should generally vote proxies relating to portfolio securities held by the Funds.
- Routine Matters
- Election of Directors
- CFF generally supports election of directors that result in a board made up of a majority of independent directors and who have a diverse background.
- CFF generally opposes Audit, Nominating, and/or Compensation committees that include non-independent members.
- CFF generally votes in favor of management’s director nominees if they are running unopposed since management is generally in the best position to evaluate the qualifications of directors and the needs of the board dynamics.
- CFF may vote against any candidate whom it feels is not qualified.
- CFF will oppose election of directors who have had excessive absences. CFF believes an excessive absence is one where a director attends less than 75 percent of the meetings unless a valid excuse is disclosed in the proxy or other SEC filing.
- CFF will evaluate on a case-by-case basis individual directors, committee members, or the entire board of directors, as appropriate, if:
- The board failed to act on a shareholder proposal that received the support of a majority of the shares outstanding the previous year.
- The board amends the company’s bylaws or charter without shareholder approval in a manner that materially diminishes shareholders’ rights or that could adversely impact shareholders.
- Ratification of Selection of Auditors
- CFF will generally rely on the judgment of the issuer’s audit committee in selecting the independent auditors who will provide the best service to the company. CFF will generally vote against proposed auditors in those circumstances where (1) an auditor has a financial interest in or association with the company, and therefore is not independent; (2) non-audit fees are excessive; (3) there was a failure to recognize poor accounting practices that give rise to a serious level of concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures; or (4) there is reason to believe that the independent auditor has previously rendered an opinion to the issuer that is either inaccurate or not indicative of the company’s financial position.
- Classified Boards
- CFF generally opposes classified boards because they limit shareholder control.
- Anti-Takeover Proposals
- General. CFF generally requires a vote against the following anti-takeover proposals if CFF believes they diminish shareholder rights:
- Fair Price Amendments. CFF generally opposes fair price amendments because they may deter takeover bids, but CFF will support those that consider only a two-year price history and are not accompanied by a supermajority vote requirement.
- Blank Check Preferred Stock. CFF generally opposes the authorization of blank check preferred stock because it limits shareholder rights and allows management to implement anti-takeover policies without shareholder approval.
- Differential Voting Rights. CFF generally requires a vote against the issuance of new classes of stock with differential voting rights, because such rights can dilute the rights of existing shares.
- Supermajority Provisions. CFF generally opposes supermajority-voting requirements because they often detract from the majority's rights to enforce its will.
- Golden Parachutes. CFF generally opposes golden parachutes as they tend to be excessive and self-serving, and CFF favors proposals that require shareholder approval of golden parachutes and similar arrangements.
- Poison Pills. CFF believes poison pill defenses tend to depress the value of shares, entrench incumbent management and directors, and effectively limit a potential acquirer’s ability to buy a controlling interest without the approval of the target’s board. Therefore, CFF will require a vote for proposals requiring (1) shareholder ratification of poison pills, (2) sunset provision for existing poison pills, and (3) shareholder vote on redemption of poison pills.
- Reincorporation. CFF opposes reincorporation in another state in order to take advantage of a stronger anti-takeover statute.
- Shareholder Rights. CFF opposes proposals that would eliminate or limit the rights of shareholders to call special meetings and to act by written consent because they detract from basic shareholder authority. In addition, CFF will evaluate on a case-by-case basis any bylaw provision intended to limit shareholders’ litigation rights.
- Other Corporate Governance issues
- Other Business. Absent any compelling grounds, CFF generally authorizes CTA to vote at its discretion.
- Directors-Share Ownership. CFF will generally support shareholder proposals requiring directors to own a minimum amount of company stock, provided these requests afford a carve-out for directors who do not have the financial means to purchase company stock and a grace period within which to own a reasonable amount of stock.
- Independent Directors. CFF generally supports proposals that call for some independent positions on the board.
- Preemptive Rights. CFF generally requires a vote against preemptive rights proposals, as they may tend to limit share ownership, and they limit management's flexibility to raise capital.
- Employee Stock Ownership Plans (ESOPs)
CFF evaluates ESOPs on a case-by-case basis. CFF generally requires a vote for unleveraged ESOPs if they provide for gradual accumulation of moderate levels of stock. For leveraged ESOPs, CFF examines the company's state of incorporation, existence of supermajority vote rules in the charter, number of shares authorized for ESOP and number of shares held by insiders. CFF may also examine where the ESOP shares are purchased and the dilutive effect of the purchase. CFF requires a vote against leveraged ESOPs if all outstanding loans are due immediately upon a change in control or if the ESOP appears to be primarily designed as an anti-takeover device.
- Compensation and Stock Option Plans
Compensation plan proposals should be reviewed on a case-by-case basis. CFF believes that strong compensation programs are needed to attract, hold and motivate good executives and outside directors. Therefore, CFF generally tends to require a vote with management on these issues. However, if the proposals appear excessive, are misaligned with shareholder interests, or bear no rational relation to company performance, CFF may require a vote in opposition. Excessive proposals include golden parachutes that, at the time of termination, result in a lump sum payment of cash or equity considerations totaling more than three times annual compensation (salary and bonus).
CFF will generally vote in favor of an annual advisory vote on compensation rather than a less frequent review of compensation. CFF believes an annual advisory vote will provide the most consistent and clear communication channel for shareholder concerns about a company’s executive pay program.
With respect to compensation plans that include stock options or stock incentives, CFF generally requires a vote with management. However, if the awards of options appear excessive or if the plans reserve an unusually large percentage of the company's stock for the award of options, CFF may oppose them because of concerns regarding the dilution of shareholder value. Compensation plans that come within the purview of this guideline include long-range compensation plans, deferred compensation plans, long-term incentive plans, performance stock plans and restricted stock plans and share option arrangements.
- Environmental, Social, and Corporate Governance
CFF recognizes the fiduciary duty to vote on all proxy issues in furtherance of the long-term economic value of the underlying shares. Consistent with that duty, CFF requires a vote on social issues with a view toward promoting good corporate citizenship while realizing that CFF cannot require a company to go beyond applicable legal requirements or put itself in a noncompetitive position.
Because of the potential depth and breadth of environmental and social issues, CFF will evaluate such shareholder resolutions on a case-by-case basis. However, in keeping with its investment principles, CFF will generally support shareholder resolutions that improve transparency, support diversity, protect the environment, uphold human rights, and promote responsible business practices.
CFF will generally support shareholder resolutions seeking disclosure of
CFF will generally support shareholder resolutions requesting sustainability reporting.
- Political activities
- Political contributions
CFF will generally support shareholder resolutions seeking to address environmental issues, including, but not limited to:
CFF will generally support shareholder resolutions seeking to address social issues, including, but not limited to:
- Climate change risks
- Greenhouse gas (GHG) emissions
- Water use
- Renewable energy
- Energy efficiency
- Toxic chemical use
- Reporting on diversity efforts
- Anti-discrimination policies
- Human rights
- Health and safety
- Gender pay equity
- Supply chain management (sustainable sourcing)
- Animal welfare
- Investments in Other Funds
CFF will comply with “mirror voting” or “pass-through voting” requirements, as applicable, if holdings of acquired funds exceed thresholds set forth in Rule 12d1-4 under the Investment Company Act.
- CFF will generally vote against any proposal where the proxy materials lack sufficient information upon which to base an informed decision or that CFF believes is not in the best economic interest of the shareholders.
- CFF will generally support any proposal requesting enhanced disclosure of a company’s political contributions, including payments made to trade associations.
- When voting foreign holdings, CFF recognizes that corporate governance standards, disclosure requirements and voting mechanics can vary significantly outside the United States. Therefore, due to such variation, CFF will rely on the proxy voting guidelines for foreign holdings of CTA’s proxy voting service provider.
Dated: As amended November 19, 2021
Information regarding how proxies were voted during the most recent twelve-month period ended June 30 is available without charge, upon request by calling toll-free, 800.421.4184, accessing the following link: Proxy Votes Information or by accessing the Trust’s most recently filed report on Form N-PX on the SEC's website at www.sec.gov.