US Labor Department provides updated guidance on proxy voting by employee benefits plans

WASHINGTON – The U.S. Department of Labor’s Employee Benefits Security Administration announced today updated guidance for plan fiduciaries with respect to proxy voting. Specifically, the agency released Interpretive Bulletin 2016-01, which withdraws IB 2008-2 and reinstates earlier guidance related to such proxy voting, but with certain updates to clarify what the law requires of plan fiduciaries.

Employee benefits plans often have large shares in publicly held companies, therefore the agency has long held that it is important for plan administrators to know what their responsibilities are when they vote proxies on those shares or exercise other shareholder rights. The existing guidance to plan fiduciaries has been out of step with domestic and international trends in investment management and has the potential to dissuade fiduciaries from exercising shareholder rights, including the voting of proxies, in areas that are increasingly being recognized as important to long-term shareholder value.

“Plan fiduciaries can often enhance and protect the interest of plan participants and beneficiaries by responsibly exercising their rights as shareholders,” said Assistant Secretary of Labor for Employee Benefits Security Phyllis C. Borzi. “This guidance removes perceived impediments to the prudent management of plans’ rights as shareholders, and encourages fiduciaries to manage those rights in the best interest of plan participants and beneficiaries.”

Today’s release reinstates earlier guidance, IB 94-2, with key updates, and will better assist plan fiduciaries in understanding and satisfying their obligations under the Employee Retirement Income Security Act with respect to proxy voting and shareholder engagement. The agency was also concerned that, despite the recent guidance on economically targeted investment issues provided in IB 2015-1, statements in IB 2008-2 may cause confusion as to whether or how a plan fiduciary may consider environmental, social and governance issues in connection with proxy voting or undertaking other shareholder engagement activities.

The interpretative bulletin will be published in an upcoming edition of the Federal Register and can also be viewed at https://www.dol.gov/sites/dolgov/files/legacy-files/ebsa/2016-31515.pdf.