Glossary / Proxy Voting

Proxy Voting

Proxy voting is the process by which shareholders exercise voting rights at corporate meetings through designated agents — and for institutional asset managers, a fiduciary obligation with significant legal and regulatory complexity.

At CRAGSI, we define proxy voting as the process through which shareholders exercise their voting rights at annual and special corporate meetings without attending in person — by authorizing a designated proxy to cast their votes. For institutional asset managers, proxy voting is a fiduciary obligation: ERISA and other regulatory frameworks require that institutional managers vote proxies exclusively in the interest of their beneficiaries, not for any collateral purpose.

The proxy voting landscape has shifted dramatically in recent years. State legislatures in Texas and Florida have enacted legislation restricting certain proxy voting by fiduciaries managing public pension assets. A December 2025 Executive Order reoriented federal expectations for proxy voting by ERISA fiduciaries and managers of government pension assets. These developments have created significant compliance exposure for institutional managers who have historically delegated proxy voting to third-party advisors without adequate independent oversight.

CRAGSI provides independent, fiduciary-grade proxy voting advisory — including at the ERISA fiduciary standard — helping institutional managers navigate this environment while keeping their voting decisions defensible and their fiduciary obligations intact. Our team members have voted proxies, including on ERISA plan assets, in 28 of the past 29 years.

Related CRAGSI services: Proxy Voting · Independent Fiduciary & Governance Services