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Stewardship in practice: how to read a fund's proxy-voting record

Funds vote at company meetings on your behalf. The record of those votes is public, and it says more than the policy.

Published 9 November 2026 · Responsible finance

When you own a fund, you own a slice of hundreds or thousands of companies, but you do not vote at their annual meetings. The fund manager does it for you. Each year those votes decide who sits on boards, whether executive pay packages pass, and whether shareholder proposals on climate, human rights or governance go anywhere. A manager's responsible-investment policy says what it intends to do with that power. Its voting record shows what it actually did, and in most major markets that record is now public.

Why the voting record matters more than the brochure

"Stewardship" is the word the industry uses for the way investors look after the companies they own: talking to boards, voting, and escalating when talks fail. Almost every large manager says it takes stewardship seriously. Voting is the part that leaves a trace. A manager that says it expects companies to set credible climate targets, but votes for every director at a company that has refused to do so for years, is telling you something its policy does not.

Votes also matter in aggregate. Index funds and large active managers hold significant stakes in most listed companies, so their default positions can decide close votes. For an investor choosing between two funds with similar costs and holdings, the voting record is one of the few places where the difference between them becomes visible. It is the practical counterpart of the questions in our checklist for reading a responsible-investment policy.

United States: Form N-PX

US mutual funds and ETFs have had to disclose how they vote for about twenty years, on an annual filing called Form N-PX, covering the twelve months to 30 June. For most of that time the filings were hard to use: each fund described proposals in its own words, in formats that could not easily be compared.

In November 2022 the Securities and Exchange Commission adopted amendments to the form, which apply to votes from 1 July 2023, with the first amended filings due in 2024 (SEC announcement). The changes include:

N-PX filings are free to search on the SEC's EDGAR database under the fund's name. Many managers also publish the same data on their own websites, often with search tools by company.

European Union: the Shareholder Rights Directive

In the EU, the revised Shareholder Rights Directive (Directive (EU) 2017/828) takes a "comply or explain" approach. Institutional investors and asset managers must either publish an engagement policy, describing how they monitor companies, engage with them, exercise voting rights and manage conflicts of interest, or publicly explain why they do not.

Each year they must also disclose how the policy was implemented. That includes a general description of their voting behaviour, an explanation of their most significant votes, their use of proxy advisers, and how they cast their votes at general meetings of the companies they hold, although they may leave out votes that are insignificant because of the subject or the size of the holding. The result is less uniform than in the US: some managers publish every vote in a searchable database, others a summary report. That difference is itself informative.

United Kingdom: the Stewardship Code

The UK relies on a voluntary code run by the Financial Reporting Council. Asset managers, asset owners and service providers that want to be signatories must report against its principles and have their reports assessed. A revised edition, the UK Stewardship Code 2026, was published in June 2025 and applies from 1 January 2026. It splits reporting into two parts: a disclosure of policies and context, and a report on activities and outcomes. For an investor, the second part is the one to read: it is where a signatory should explain what it did, with examples, rather than what it believes.

Five things to look for in a voting record

  1. How often the manager votes against management. A record of near-total support for boards is not proof of passivity, since most resolutions are routine. But a manager that never opposes anything, including at companies it publicly criticises, is not using the vote as a tool.
  2. Director elections at companies that ignored earlier votes. Voting against the chair or the relevant committee members is the main escalation an investor has. Look for it where shareholder proposals passed but the board did nothing.
  3. Executive pay. Say-on-pay votes are advisory in many markets, but persistent opposition from large holders changes pay policies. Check whether the manager's votes match the pay principles it publishes.
  4. Shareholder proposals on environmental and social issues. Support for these varies widely between managers and from year to year. The rationale matters: a manager may reject a proposal because it is too prescriptive while engaging privately on the same issue. Good disclosure explains which.
  5. The role of proxy advisers. Most managers buy research and voting recommendations from specialised firms, of which ISS and Glass Lewis are the largest. If a manager's votes follow its adviser's recommendations almost every time, the stewardship is in practice outsourced. EU rules require managers to disclose their use of advisers; read that section.

Pass-through voting and its limits

Some of the largest index managers now let certain clients choose a voting policy themselves, a practice known as "voting choice" or pass-through voting. It answers a real criticism, that a handful of managers cast votes for millions of savers who never asked them to. But for most retail investors the choice, where it exists, means picking among a few predefined policies, usually written by proxy advisers. It does not remove the need to know what the manager does with the votes it keeps.

What the record cannot show

Voting is only the visible end of stewardship. Much of what investors do happens in private meetings with boards, and a vote for management can follow a commitment won behind closed doors. Managers also hold different shares for different reasons: an active fund may simply sell a company it disagrees with. So a voting record is not a full verdict. What it does provide is a test of consistency, the same test we apply to impact claims in what impact investing measures: if a fund carries a sustainability label under the fund-name rules, its votes should look like those of an owner that means it. The idea behind the account for stakeholders imperative applies to investors too: owners are accountable for how they use their power, not only for what they own.

This article is general information, not investment advice. Rules are described as published at the date above; check the current texts before relying on them.

Sources

Related: responsible-investment policy checklist · what impact investing measures · green bonds.

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