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Vanguard changes DEI proxy voting language (2025)

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February 4, 2025

Vanguard, the second largest asset manager in the world, released its updated U.S. proxy voting policy, softening its language related to corporate board diversity expectations.

Corporate diversity, equity, and inclusion (DEI) policies fall under the social pillar of ESG investing. Vanguard’s move away from stricter board diversity voting procedures departs from a key ESG principle.

According to ESG Today:

Vanguard, one of the world’s largest investment managers, released its updated proxy voting policy for U.S. portfolio companies, which included less prescriptive language on board diversity expectations for companies.

While the updated policy guide includes a similar explanation to prior years that Vanguard “look for boards to be fit for purpose by reflecting sufficient breadth of skills, experience, perspective, and personal characteristics (such as age, gender, and/or race/ethnicity),” it no longer included as an explicit factor for funds to consider that board should “at a minimum, represent diversity of personal characteristics, inclusive of at least diversity in gender, race, and ethnicity on the board,” that had been included in recent years’ policies.

The new policy also changed language calling for race and ethnicity disclosure, from “disclosure of directors’ personal characteristics (such as race and ethnicity)” in last year’s policy to “disclosure to provide an understanding of the directors’ personal characteristics to enable shareholders to understand the breadth of a board’s composition.”[1]

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  1. Note: This text is quoted verbatim from the original source. Any inconsistencies are attributable to the original source.