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These Proxy Voting Principles are based on the fiduciary obligation owed to shareholders of the American Century Investments Mountain View funds. We operationalize this obligation for present purposes as the responsibility to maximize the risk adjusted returns to our shareholders.
The adviser will in all cases vote the funds' shares and do so in accordance with these Proxy Voting Principles. In unusual circumstances, shares may not be voted if the cost of voting shares of a particular portfolio company in the judgment of the adviser exceeds the benefit to fund shareholders.
Many stocks will be held by a number of the funds. The question is then whether voting decisions with respect to these stocks should be made on a fund-by-fund basis, or whether the voting decision can be made at the complex level on behalf of all funds that hold the same stock. Because different funds will hold different portfolios, the voting of each fund's shares will be voted to maximize the value of that fund's portfolio, without regard to the holdings of other American Century Investments funds. In most circumstances, matters to be voted on do not raise issues that will have a different impact on different funds that hold the stock. Decisions concerning the voting of proxies on proposals that do not have a differential impact on different funds can be made at the complex level.
In contrast, certain issues, such as the approval of a proposed merger, may have a differential impact on funds depending on other securities held by the fund. For example, whether a merger is in the best interests of fund shareholders may be influenced by whether the fund holds, and in what proportion, the stock of both the acquirer and the target. In these circumstances, the fund's shares should be voted at the fund level.
Routine matters, such as ratification of auditor selection will typically be voted in accordance with management's recommendation.
In particular circumstances, a routine matter may take on importance because of the context, as for example, when routine matters arise during a takeover or proxy contest. In that event, shares will be voted pursuant to the principle, and at the level, appropriate to the circumstances that take the proposal out of the ordinary.
In connection with the uncontested election of directors, the funds proxies generally will be voted in accordance with management's recommendation. In particular circumstances, matters such as an individual nominee's attendance record, non-board fee compensation, family relationship to the portfolio company's CEO or controlling shareholder, service on multiple board, approval of compensation or other matters, may dictate that the funds' shares be voted against a nominee recommended by management.
Contested elections, such as a proxy fight, present voting issues that directly relate to the value of the portfolio company and should be voted at the fund level pursuant to Section 7 below. In addition to voting for or against a director nominee, the adviser may withhold the funds' vote.
In connection with ballot items relating to whether significant, long-term investors should be able to nominate director candidates, fund proxies generally will be voted in favor of proxy access proposals offering a balanced set of limitations. When considering such proposals, the factors taken into account will include the following: (i) the ownership percentages and holding periods proposed; (ii) the maximum proportion of directors that shareholders may nominate each year; and (iii) any other material restrictions included in the proposal.
Except in unusual circumstances, fund shares will be voted in a fashion that causes the portfolio company to be fully exposed to capital market discipline, including non-negotiated acquisitions and proxy fights. This would apply as well to matters such as the shareholders' right to call a special meeting and the timing of shareholders meetings, which influence the processes through which a control contest will be resolved. Thus, the funds will vote against poison pills when they are presented to the shareholders for approval and in favor of efforts to require that they be so approved, and against staggered boards, whether with respect to proposals to create or eliminate a staggered board. In particular circumstances, the adviser may vote in favor of some forms of control protective measures if they are responsive to a particular circumstance, are narrowly focused and have a sunset provision reasonably tied to the circumstances. Such votes typically will directly relate to the value of the portfolio company and should be voted at the fund level.
Voting on transaction related proposals, including proxy contests directly or indirectly associated with a transaction, typically will relate to the value of the portfolio company. Accordingly, these decisions should be made at the fund level.
Particular management compensation plans, like qualified stock options, require shareholder approval. Additionally, existing law requires that shareholders be asked to approve the structure and amount of executive compensation. The determination of the structure and amount of management compensation is a complex undertaking that depends on the context of a particular portfolio company. In general, the funds' shares will be voted against compensation that is unreasonable in amount or which is not in the aggregate meaningfully tied to the company's performance. These determinations generally can be made at the complex level.
In general, fund shares will be voted in accordance with management's recommendation concerning social and environmental proposals. In principle, a corporation's shareholders can be expected to agree that the corporation should create the greatest amount of wealth for its shareholders, but cannot be expected to agree on social and environmental proposals that do not have a rational link to long-term risk-adjusted returns. If, however, the adviser believes that a social or environmental proposal is well targeted and has a rational linkage to maximize long-term risk-adjusted returns to shareholders if approved, fund shares may be voted in favor of such a proposal.1
In connection with its voting activity on behalf of the funds, the adviser may take into account such sources of information as it deems appropriate, including proxy advisory services. In all cases, the adviser's voting decision will be made independently.
The adviser will report to the Corporate Governance Committee annually on how the funds' proxies were voted, on new issues as they may have appeared during the year, and on all votes that were cast pursuant to an exception to these principles.
Except in unusual circumstances, the American Century Investments Mountain View Funds will not individually or in the aggregate own sufficient portfolio company shares to directly influence the outcome of a matter presented to the portfolio company shareholders. When appropriate, the adviser will consider the possibility of cooperating with other shareholders to facilitate governance action that the adviser believes is in the best interests of fund shareholders.
1 Although it is commonplace for proposals concerning social, environmental and governance ("ESG") matters to be referred to collectively, proposals relating to governance matters are addressed elsewhere in these Principles.