Summary of Proxy Voting Policies
For purposes of this summary of proxy voting policies, the TIAA-CREF Funds includes College Retirement Equities Fund (CREF), the TIAA-CREF Mutual Funds, the TIAA-CREF Funds, the TIAA-CREF Life Funds, and the TIAA Separate Account VA-1 (VA-1). All references to the Boards of Trustees also refer to the Management Committee of VA-1. References to the investment adviser refer to TIAA-CREF Investment Management, LLC for CREF and Teachers Advisors, Inc. for the other Funds.
The TIAA-CREF Funds have adopted policies and procedures to govern their voting of proxies of portfolio companies. The Funds seek to use proxy voting as a tool to promote positive returns for long-term shareholders. We believe that companies that follow good corporate governance practices and are responsive to shareholder concerns are more likely to produce better returns than those companies that do not follow these practices or act in such a manner.
As a general matter, the Boards of Trustees have delegated to the Fund’s investment adviser responsibility for voting the proxies of the portfolio companies in accordance with guidelines established by the Trustee Committees on Corporate Governance and Social Responsibility. Guidelines for proposals related to corporate governance proposals and social issues are articulated in the TIAA-CREF Policy Statement on Corporate Governance (PDF).
The investment advisers have a team of professionals responsible for reviewing and voting each proxy. In analyzing a proposal, these professionals utilize various sources of information to enhance their ability to evaluate the proposal. These sources may include third-party proxy advisory firms, various corporate governance related publications and TIAA-CREF investment professionals. Based on their analysis of each proposal and guided by the TIAA-CREF Policy Statement on Corporate Governance, these professionals then vote in a manner intended solely to advance the interests of the Funds’ shareholders. Occasionally, when a proposal relates to social or environmental concerns or governance issues not addressed in the TIAA-CREF Policy Statement on Corporate Governance, Advisors seeks guidance on how to vote from the Trustee Committees on Corporate Governance and Social Responsibility.
The Funds believe there are no material conflicts of interest that interfere with their voting decisions. There may be rare instances in which a trustee, a management committee member or senior executive of the Funds, the investment adviser, or the investment adviser’s affiliates is either a director or executive of a portfolio company. In such cases, this individual is required to recuse himself from all decisions regarding the portfolio company.
A report of proxies voted for the Funds is made quarterly to the Funds’ Board and/or the Finance Committee, noting any proxies that were voted in exception to the TIAA-CREF Policy Statement on Corporate Governance.
After August 31, 2004, an annual record of all proxy votes cast for the Funds during the most recent 12-month period ended June 30 can be obtained, free of charge, on this site, and on the SEC’s website at www.sec.gov.