Vanguard's sleepy proxy vote OKs trustees; human-rights divestment proposal fails

Vanguard Group shareholders voted Wednesday to approve a board of trustees for all its U.S.-based funds, while an activist shareholder group lost on a ballot question proposing that Vanguard divest from PetroChina and Sinopec, two Chinese energy firms doing business in Sudan and allegedly engaging in genocide.

The votes came at a special shareholders meeting in Scottsdale, Ariz., the company said Wednesday afternoon.

Vanguard chairman William "Bill" McNabb and new president Mortimer "Tim" Buckley were elected as two "interested" nominees, as were eight current independent trustees: Mark Loughridge, lead independent trustee, and retired president and chief operating officer of Cummins Inc.; Amy Gutmann, president of the University of Pennsylvania; Emerson U. Fullwood; JoAnn Heffernan Heisen; F. Joseph Loughrey; Scott C. Malpass; André F. Perold; and Peter F. Volanakis.

Two new independent trustees also were elected: Sarah Bloom Raskin, former deputy secretary of the U.S. Treasury, who joined the board in 2017 and is one of the first ex-government officials to join Vanguard; and Deanna Mulligan, president and CEO of Guardian Life Insurance Co. of America. (More details about the full board are available at Vanguard's website: https://about.vanguard.com/who-we-are/our-leaders. Click "Board of directors.")

All Vanguard funds are overseen by the board of trustees. Generally, the same people serve on the Vanguard board of directors and the trustees board. Buckley, Mulligan, and Bloom Raskin stood for election Wednesday to both boards.

Vanguard had recommended that its shareholders vote "against" the divestment proposal put forth by activist group Investors Against Genocide, which read: "Proposal 7— A shareholder proposal to institute transparent procedures to avoid holding investments in companies that, in management's judgment, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights. Such procedures may include time-limited engagement with problem companies if management believes that their behavior can be changed."

Eric Cohen, co-founder of Investors Against Genocide, traveled to Arizona to address the shareholders meeting and urge that they vote for divestment.

"The more ordinary people bother to take a look at the ballot, the more they ask: `How could Vanguard be opposing this?' " said Cohen, a retired IT professional from Boston. He said Fidelity has divested from PetroChina and Sinopec, as has Warren Buffett's company, Berkshire Hathaway.

"I'm not surprised that Vanguard's board is fighting these proposals. I don't believe that socially responsible or ESG [environmental, social and governance] investing is necessarily a road to higher returns," said Daniel Wiener, editor of the Independent Adviser for Vanguard Investors, a monthly newsletter.

"However," Wiener said, "I also don't believe that Vanguard's proxy-voting record suggests a concern with the issues at hand. As one of the largest share-owners in the world, I believe it's Vanguard's duty to put more of its votes to work turning corporations into good citizens through its direct engagement but, more importantly, through its voting. Vanguard doesn't do that."

Cohen said he was pleased that an average 20 percent of Vanguard's 28 million customers voted for divestment, ranging from 6 percent of shareholders in one fund to 39 percent in the socially responsible fund. Investors Against Genocide presented a similar ballot question at Franklin Templeton's special shareholder meeting Oct. 30 in San Mateo, Calif., and will put one forth at JPMorgan next year.

"I'm quite satisfied with these results; something like an average 20 percent of shareholders indicated this is something that concerns them," Cohen said. He is expecting to speak to and meet with representatives from Vanguard's Investment Stewardship group about the divestment issue.