Summary of Proxy Voting Policies.
The follow is a summary of the Firm’s proxy voting policies:
a. Director Related Issues. The Firm will generally vote for any shareholder proposal that favors independence of directors, and allows for maximum control, by shareholders (as opposed to management), of the composition and tenure of the Board of Directors.
b. Auditors. The Firm will generally vote to allow shareholders to elect the auditors of a corporation. The Firm will generally vote against the ratification of existing auditors.
c. Executive and Director Compensation. The Firm will always vote for increased disclosure of compensation and against any shareholder proposal that favors highly compensated executive and upper level management personnel at the expense of lower paid personnel. This category would include option grants, stock-based incentive plans, golden parachutes, and ESOPs.
d. Social and Environmental Proposals. The Firm will vote for proposals to add women and minorities to boards, and the inclusion of language in EEO statements barring discrimination on the basis of sexual orientation. The Firm will vote in favor of shareholder proposals to implement human rights standards and workplace codes of conduct both in the United States and abroad. Shareholder proposals seeking greater disclosure on environmental practices will be supported, including the adoption of the CERES Principles. HII will vote for shareholder proposals to label products that contain genetically modified organisms (“GMO”), and/or to phase out the use of GMO’s.
e. Capital Structure. The Firm evaluates capital structure issues on a case by case basis, but generally votes in favor of proposals that strengthen the company’s balance sheet and encourage market liquidity.
f. Voting Structure. The Firm generally votes in favor of the adoption of cumulative voting and confidential voting, including the use of independent tabulators and inspectors.
g. Proxy Contest Defenses / Takeover Defenses. The Firm will vote against any proposal to prohibit shareholder ability to call special meetings and for proposals that seek to remove anti-takeover provisions. The Firm will favor proposals that allow shareholders equal access to information and are generally shareholder-friendly.
h. Mergers and Corporate Restructurings. The Firm will vote on a case by case basis, using best judgment to determine whether the proposed merger / restructuring / re-organization is in the best interests of the shareholders and employees of the corporation.
i. Abstentions. The Firm abstains from voting proxies when it believes that it is appropriate. Usually, this occurs when the Firm believes that a proposal holds negative but non-quantifiable implications for shareholder value but may express a legitimate concern.