FFICE OF THE
Text of a letter sent by NYC Comptroller Scott M. Stringer, to the nominating/governance
committee chairs of portfolio companies held by the New York City Pension Funds, in response to
2017 majority-supported shareholder proposals on proxy access submitted by the Funds .
September 6, 2017
Dear [Name of Chair of nominating/governance committee]:
I write on behalf of the New York City Pension Funds (the “NYC Funds”) to initiate a discussion with one or
more members of the [Committee] regarding the board’s (a) response to our majority-supported
shareowner proposal requesting a proxy access bylaw and (b) refreshment process. As a necessary
predicate to the latter discussion, we ask that you provide to us – and disclose to all investors as soon as
practicable – a meaningful director qualifications matrix identifying each director’s most relevant skills,
experience and attributes, as well as each such individual’s gender and race/ethnicity.
The NYC Funds have approximately $180 billion in assets under management and are substantial, long-term
[Company] shareowners. We view proxy access as a fundamental investor right and an essential mechanism
to promote greater board quality and accountability. In light of the majority vote on our proposal, we
would like the opportunity to provide input as the board takes steps to implement a meaningful proxy
access bylaw consistent with the terms of our proposal. We have found it most fruitful to engage companies
on the details of such bylaws before their boards take formal action.
Among other benefits, we believe the availability of proxy access will enable shareowners to have more
meaningful discussions about particular nominees where portfolio company boards appear to lack the
relevant expertise and diversity. A board’s skills and experience matrix provides the starting point for these
We are making similar requests to directors at approximately 140 portfolio companies that have enacted
proxy access bylaws following receipt of a proxy access proposal submitted by the NYC Funds as part of our
Boardroom Accountability Project, as well as at those companies at which our proposal received majority
support in 2017. The Boardroom Accountability Project aims to enact meaningful proxy access in the U.S.
market through private ordering. More than 425 companies of various sizes and across industries,
including more than 60% of companies in the S&P 500 index, have enacted proxy access bylaws since we
launched the project in the fall of 2014.
A director skills and experience matrix gives investors a “big-picture” view of the criteria the board deems
appropriate in selecting a board slate for election each year in light of the company’s particular and evolving
long-term business strategy and risks. By having the matrix go beyond the minimum qualifications that
nominating/governance committees expect of all board nominees, boards enable investors to better
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