How to read "for or against management"
Every vote line on Form N-PX carries two facts: how the shares were voted, and whether that vote was for or against management's recommendation. The second is easy to misread. It is not management's recommendation on the proposal. It says whether the filer went along with management.
Four cases
| Matter | Management said | Filer voted | Marked |
|---|---|---|---|
| Approve executive pay (issuer) | vote for | for | for management |
| Approve executive pay (issuer) | vote for | against | against management |
| Report on lobbying (security holder) | vote against | against | for management |
| Report on lobbying (security holder) | vote against | for | against management |
So a filer that votes against every shareholder proposal can show a very low against-management share, and the "against" segment of a vote bar is not the same thing as the against-management share. Where management makes no recommendation the mark is "none", and the vote is left out of the share.
The vote bar
Every vote split on this site is drawn the same way. The bar has three segments. The amber tick beneath it marks the portion cast against management, measured from the right-hand end.
foragainstabstain, withhold or otheramber tick: the portion cast against management
In this made-up example 82% of votes were for, 15% against and 3% something else, while 9.6% of the votes that carried a management mark went against management. The two "against" figures differ because some of the votes against were votes with management on shareholder proposals.
Why it is the common score
Raw for and against rates depend on what was on the ballot. The management mark puts management items and shareholder proposals on one scale, which makes filers with very different holdings comparable. It is still only a description. A high or low share says nothing by itself about the quality of anyone's voting, and this site draws no such conclusion.