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Livestreaming public meetings is one of the easiest ways to increase transparency and build trust with your community. This month we explore 

how livestreaming helps bring people into the process and even to your district or municipality

 — and shows your board or council is committed to open, accessible governance.

 help walk you through the basics, from choosing the right tech to promoting your meeting stream to staying compliant.

Build trust and transparency with your public website

you get with Diligent Community makes transparency and building trust much easier. It gives your community quick access to meeting agendas, minutes, and policies, plus tools to search, sign up for updates, request to speak, and follow livestreams — all in one place. It’s a smart way to boost engagement and show your commitment to open governance.

What Glenbrook High School District 225 did to increase transparency

Glenbrook High School District 225 took a big step toward increased transparency by using Diligent Community’s Livestream Manager to make board meetings more accessible and engaging. With streaming, easy access to agendas and minutes all linked to their user-friendly website, they’ve built stronger connections with their community and made it easier for stakeholders to stay informed and involved.

“Directly within a single tool, we’re able to pass a policy through the collaboration and editing process, routing process and have digital documentation… all with one click.” – Dr R.J. Gravel, Superintendent

This July, we’re celebrating our incredible colleagues for 

. We thank them for their dedication to creating vibrant, healthy and connected communities. From maintaining beautiful green spaces to organizing inclusive programs, their work brings joy and well-being to people of all ages. Thank you for all you do — you help make our communities thrive!

Congratulations to Dr Audrey Young from the Texas State Board of Education! Learn why Audrey is being recognized this month as one of our 

Would you like to nominate someone for our Diligent Community Champions? Nominate them 

Leading with purpose podcast: Practical tips for purpose-driven work

We have just launched our first podcast! We’re starting with the topic of board development and we interviewed two education leaders who shared their expert advice. Listen to Dr. Audrey Young, Chair of the Committee on Instruction for the Texas State Board of Education and Ben Niehaus, Director of Member Services for the Wisconsin Association of School Boards 

 series, we are excited to highlight a dedicated member of our Diligent Community team who is here to support you.

Madison Mallon, an Account Manager, joined the team in September 2024 and has quickly made a strong impression through her thoughtful communication and drive to deliver meaningful results.

Our pick of the newest and most popular items on our blog this month:

A day in the life of a school board secretary

Checklist for community college board success

Tapping technology for the successful integration of a new superintendent

We love to hear what leaders think about issues and key topics that affect mission-driven organizations.

Please take a moment to fill out our 

 to tell us how transparent your organization is for the chance to win a $50 gift card!

Boost trust with livestreamed meetings, celebrating National Parks and Recreation Month, and more

Anyone with a 401k or other investments owns company shares and is, therefore, a shareholder. Proxy voting is the process, and proxy voting guidelines are the principles and rules that ensure those people and institutions still have a voice. In a recent Vanguard survey, the majority of investors expressed a desire to use that voice, with 

 they were more likely to invest in a fund if they could influence proxy voting decisions. In a shareholder or corporation’s absence, an individual or firm casts a proxy vote on their behalf. Because proxy voting is the single most important avenue by which publicly traded companies report to shareholders, following rigorous guidelines is essential. Here, we’ll explain what they are, including:

Key components of proxy voting guidelines

The different types of proxy votes, including plurality votes and majority votes

Updated global proxy voting guidelines from the SEC and other regulators

Proxy voting across industries and company sizes

The process by which a shareholder authorizes someone else to vote on their behalf at a shareholder meeting.

In a proxy vote, a shareholder delegates another individual or firm to vote on their behalf; the person voting for the shareholder is called the proxy. This commonly occurs when the shareholder can’t attend the annual meeting in person.

Most shareholders have a proxy but may not even know it. Whether you invested through a 401(k) or have personal investments, you hold shares. If you haven’t attended a shareholder meeting, an asset manager, institutional investor, or other proxy represented you.

The proxy vote is central to modern corporations because it:

Many don’t attend meetings, so a proxy vote offers the power to influence key decisions from afar.

Without a proxy vote, gathering the minimum number of votes would be difficult to make the meeting valid. This could delay or invalidate proceedings.

By making shareholder votes possible, a proxy vote helps organizations implement and maintain many 

Proxy voting is a structured process dictated by the company’s bylaws. Though the mechanics of proxy voting vary depending on the voting method, most generally involve:

Notifying shareholders about the meeting and agenda:

 The board of directors must notify eligible shareholders of an upcoming meeting and its agenda through a 

 may also issue recommendations to institutional investors. This includes what shareholders will vote on and instructions for proxy voting. Once they receive the notification, shareholders must decide whether to attend or delegate their voting power.

The CoSec then issues proxy forms to shareholders. These forms allow shareholders to appoint a proxy and instruct the proxy on how to vote on key matters.

Shareholders select a proxy, which could be a fellow shareholder, a board member, or a trusted advisor. It is essential to choose a proxy that fairly represents the shareholders’ interests.

 to indicate their voting preferences on the 

 items. They must also identify whether their proxy must follow the shareholders’ instructions or if they can use their own discretion.

 Once complete, shareholders send the form back to the CoSec by the deadline to ensure their vote will be counted.

The CoSec will then verify the forms to confirm they are valid, complete and received on time. This is crucial to maintain 

 will work with the CoSec to organize all proxy votes ahead of the meeting. Summarizing the voting intentions can help the meeting run smoothly.

 and the AGM, proxies cast votes on behalf of the shareholders they represent during the meeting. The board oversees voting to ensure it’s compliant.

After the vote, the board or an independent auditor will count and verify all votes, including proxy votes. This ensures that the final tally is accurate.

 The board will announce the voting results, including how proxy votes impacted the outcome. This typically occurs during the meeting and is distributed to shareholders later.

 Throughout the process, the CoSec should take and store detailed records to create a paper trail of the organization’s legal and regulatory compliance.

 Many organizations then hold a review period to allow shareholders to provide feedback. The board of directors can use that feedback to refine proxy voting procedures.

Proxy voting is a critical tool for shareholder democracy. It gives investors, especially those who can’t attend annual meetings, the ability to influence a company’s direction, hold leadership accountable and align business practices. This makes it an essential tool of modern governance models, particularly those rooted in serving shareholders.

Whether you own ten shares or 10,000, proxy voting allows you to weigh in on key decisions. As a result, organizations’ corporate governance represents more than just the voices of large institutions or insiders.

In recent years, shareholders have scrutinized issues like executive pay, 

 and climate risk. Shareholder pressure through proxy votes can ultimately lead to policy changes, leadership turnover or improved transparency.

Thoughtful proxy voting can push companies to adopt more responsible, sustainable and equitable practices. This includes advocating for action on climate commitments, labor rights, community engagement and other 

environmental, social and governance (ESG)

By voting on governance practices and risk oversight, shareholders help ensure the long-term health of the companies they invest in. Strong governance 

reduces exposure to legal, reputational and operational risks

Learn how to engage shareholders for the good of your organization.

Master shareholder engagement

Understanding proxy voting fully means getting familiar with the terms that characterize the process. Here are some essentials:

This is the official document a company files with the SEC before a shareholder meeting. It outlines what issues are up for vote, provides background on board nominees and explains executive compensation and shareholder proposals.

A ballot sent to shareholders allowing them to vote on meeting agenda items without attending in person. Shareholders can vote “for,” “against” or “abstain” on each proposal and submit the card by mail, online or phone.

The minimum number of shares that must be represented — either in person or by proxy — for a vote to be valid. Without 

, the company can’t officially conduct business or make decisions at the meeting.

A recommendation or request submitted by a shareholder for a vote at the company’s annual meeting. These can address various issues, from environmental policy to 

The legal and ethical responsibility to act in someone else’s best interest — in this case, on behalf of investors. Fund managers, pension funds and other fiduciaries must vote proxies that align with their clients’ long-term financial interests.

Proxy voting guidelines are a set of rules that govern how shareholder proxy votes will be cast. Most investors vote by proxy or select someone to vote in their place. It’s also common for investors to designate a company manager to vote. However, whoever that agent is must act in the shareholders’ best interest. Ensuring they do is why guidelines exist.

Corporations should have transparent protocols for facilitating proxy voting that furthers shareholder engagement, including:

Shareholders can be asked to vote on any number of things, including electing officers, approving mergers and acquisitions, approving stock compensation plans, approving the auditor report, approving resolutions, and anything else the company deems relevant.

Shareholders can cast their proxy votes by mail, phone or the internet as long as they do it before the cutoff time, usually 24 hours before the start of the shareholder meeting. Typically, shareholders vote by responding “for,” “against,” “abstain,” or “not voted.” Once they’ve voted, they can change their votes as long as they do it before the deadline.

, meaning they must put the shareholders’ interests first. Guidelines should be structured to hold proxies accountable to this principle.

 Corporations should disclose to shareholders how proxy votes are cast. Integrating that process into guidelines upholds this mandate.

Many different entities oversee proxy voting, contributing to its complex nature. While institutional investors are often the proxy voters and, therefore, develop guidelines of their own, they’re just one of many cooks in the proxy voting kitchen.

 like Glass Lewis specialize in proxy voting recommendations. Institutional investors and corporations can adopt or adapt firms’ advice to craft their own guidelines.

The board of directors, particularly the governance committee, should establish guidelines for the corporation. These will outline how the board engages with shareholders and proxies, including filing 

; they’re also essential if the corporation itself holds shares in another entity.

 Regulators and policymakers, like the Securities and Exchange Commission (SEC), may introduce policies that all proxy voting guidelines must follow. This creates an enforceable standard for issues like governance and shareholder rights.

The CoSec manages the logistics of proxy voting and is, therefore, responsible for maintaining compliant processes and protocols. It’s up to the CoSec to notify, communicate with, and facilitate the compliant votes of shareholders and their proxies.

 As ESG sweeps the boardroom, analysts have an increasingly prominent role in interpreting and applying proxy voting guidelines to ESG. They may assess how ESG influences company policies and collaborate with investors to identify 

Proxy voting guidelines spell out how proxies should vote; guidelines that are insubstantial or lack key components will cause more confusion than clarity. While priorities vary between shareholders and institutional investors, most guidelines will offer a point of view on the most urgent issues likely to arise at the annual meeting.

Shareholders make critical decisions on board composition, independence and diversity, including appointing and replacing board members. Proxy voting guidelines should have a clear perspective on which board decisions would create greater shareholder value. The BlackRock proxy voting guidelines, for example, 

, “It is our view that a majority of the directors on the board should be independent to ensure objectivity in the decision-making of the board and its ability to oversee management,” making it clear they will vote to advance that view.

CEO pay has become a hot-button issue; shareholders increasingly believe CEOs and other executives are overpaid. As such, guidelines should instruct proxies on voting on crucial compensation structures. This includes aligning compensation with company performance, “say on pay” provisions that give shareholders a voice on bonuses, stock options and perks, and clawback provisions that recapture pay in the event of financial restatements or misconduct.

Shareholders have certain rights in the boardroom, and comprehensive guidelines hold proxies accountable for safeguarding them. Proxy voting guidelines include explicit language on voting rights, but they also allow institutional investors to introduce proposals to enhance or protect shareholder rights or advance shareholder proposals. For example, the ISS proxy voting guidelines for the U.S. 

 like voting against proposals allowing the board to amend bylaws without shareholder approval.

more than half of institutional investors

 said they plan to increase their allocations to sustainable investments over the next year. More than 70% of those investors said they believe strong ESG practices will create higher returns. Many shareholders share this sentiment, so proxy voting guidelines increasingly take a stand on ESG. The ISS proxy voting guidelines include a dedicated set of ESG recommendations, including voting for additional disclosures of climate-related costs and risks.

Guidelines are also a tool that advances accountability in financial reporting. Institutional investors will take a stance on shareholders’ behalf about how to vote regarding appointing external auditors, approving audit and non-audit fees for external auditors and the composition of the audit committee, among other matters.

Many corporations pursue mergers and acquisitions (M&A) as a path to growth, but those decisions are subject to shareholder approval. Ahead of the annual meeting, institutional investors and proxies will formulate guidelines on whether to approve or reject M&A. Depending on the information surrounding the vote, these votes may also be on a case-by-case basis and require shareholders to trust the proxy to act in their best interest.

Many crises are, by definition, unforeseeable. However, shareholders must still determine how much power and independence boards will have in responding to them. This includes proactive guidelines like voting for policies that strengthen the risk management framework and more instructive policies like whether the board must consider the long-term impact of their decisions, such as sustainability, during a crisis.

Proxy voting guidelines inform shareholders how proxies will vote on key issues. However, the mechanics of proxy voting can also heavily influence the outcome of the annual meeting. There are several ways to vote, but plurality and majority votes are the two most common, each with distinct implications.

 refers to a vote where the winner only needs more votes than a competitor. This means that if an individual runs unopposed, he or she only needs one vote to secure a win. Shareholders can also withhold their vote if they’re opposed to a candidate, but doing so may not sway the outcome; a candidate can still win a plurality vote with very few votes because they only need more than any other candidate. However, shareholders can use withholding to signal dissatisfaction and influence a board’s choice of candidates.

While a relatively simple voting process, plurality lacks accountability. A director can be elected when few shareholders support them, undermining their influence. The lack of a majority requirement also makes it easier for incumbent board members to keep their seats regardless of shareholder sentiment.

A plurality vote is most common when multiple people run for a single board seat to streamline the voting process. Plurality may also make sense if a candidate runs unopposed, if the vote is highly contested and no candidate is likely to win a majority or when a board needs quick and decisive votes to move through a long annual meeting agenda.

Adding a runoff to a plurality vote can counteract the lack of accountability associated with this vote type. In this scenario, shareholders consider all candidates. If no candidates receive a majority vote (more than 50%), the top two candidates will proceed to a runoff election. Whichever candidate receives the majority of shareholder votes in the runoff wins.

 simply means that the winner gets the majority of the votes or more than 50%. This is generally considered a more democratic approach than plurality voting and is more reflective of shareholder sentiment.

In a majority vote, shareholders who abstain from or withhold votes have greater influence; abstaining can lower the votes needed for the majority, making it easier for a candidate to win. Likewise, withholding votes can signal shareholder dissent and influence the candidates’ boards put forward.

Majority voting is often used when shareholder accountability is a top priority; this vote ensures candidates have broad shareholder support. High-stakes or controversial decisions, like appointing a CEO, about the company’s future that require consensus or shareholder proposals or resolutions often call for a majority vote.

 Sometimes called proportional voting or block voting, this voting method is typically reserved for electing boards of directors. Each shareholder receives one vote per share times the number of open director positions. They can then allocate those votes across directors and even use all of them to support a single candidate.

This is a preferential voting method. A shareholder gets one vote but will rank the candidates in order of preference. If their first-choice candidate reaches quota — the number of votes they need to win — before their vote is counted, they will be reallocated to their next-choice candidate. This continues until all votes are counted.

Global proxy voting legal and regulatory frameworks

Proxy voting: What it is, how it works & key proxy voting guidelines

AI is no longer the exclusive domain of tech giants. For small and medium-sized enterprises (SMEs), GenAI presents a powerful opportunity to drive efficiency, innovation, and smarter decision-making — without needing large-scale budgets or in-house data science teams.

To better understand how SMEs can unlock the potential of GenAI, Diligent Institute partnered with the Institute of Directors (IoD) to survey 60 UK-based directors. The result? A concise, actionable infographic that outlines the top challenges, opportunities, and best practices for integrating GenAI into your business strategy.

Whether you're just starting your AI journey or looking to scale your efforts, this visual guide offers a roadmap to responsible, effective adoption.

GenAI for small businesses: An infographic for smarter growth  

Poll finds boards struggling to navigate Washington

As tariffs, inflation and sourcing disruptions grow, a new poll finds America’s public-company boardrooms fighting to manage the moment. ‘You can't forecast anything.’

 in Q2, according to the most recent Director Confidence Index, conducted by Diligent Institute and Corporate Board Member, but that doesn’t mean America’s board members are breathing easy. Our latest polling finds the director community remains deeply concerned about the economic impact of the Trump administration’s policies, prompting new approaches to risk oversight in America’s boardrooms.

The extent of the impact from the current administration is extensive. Directors rate the current risk level for U.S. companies at 6.8 out of 10, on a scale where 1 is Negligible and 10 is Significant, with 81 percent of the 126 public company board members polled May 12-14 listing tariffs as the top business risk today.

Second on the list? A tie at 46 percent between two other Washington-created challenges: “supply chain / sourcing disruptions” and “inflation and currency fluctuations” (the survey asked directors to list their top three challenges). The third and fourth picks were D.C.-driven as well: geopolitics and regulatory changes.

“You can't forecast anything in this uncertain environment,” added Joseph R. Bronson, a director on the board of Nasdaq-traded PDF Solutions. “We're doing what we can to deal with this mess created by the White House.”

To cope, directors want to increase the frequency of their board’s strategy and risk conversations (42 percent) and making better use of new AI tools for real-time data and risk analysis (35 percent).

“These two answer options are inherently related,” says Dottie Schindlinger, Executive Director of the Diligent Institute and partner in this research. “As boards recognize the need for more frequent conversations about risk and strategy in the current environment, having access to the real-time data and analysis to support those conversations is crucial.”

Overall, 47 percent say they are engaging in scenario planning to help navigate the current environment—the most common tactic selected by those participating in the survey. Other approaches include diversifying supply chains, revising pricing models and strengthening financial reserves.

“While the highest tariffs keep getting kicked down the road 90-days, that's not a long enough interval for businesses to plan, and there is still no clear trade policy,” said one director.

Still, boards and their companies remain committed to pursuing growth as planned this year. Nearly half (48 percent) said their priority for the rest of the year remains growth—through M&A, new products and new markets. Slightly more than a third said their priority was risk mitigation, including reforecasting, scenario planning and diversification.

“More boards are realizing that uncertainty is the new norm and that many elements driving this uncertainty have been experienced in the past,” said Brian Kushner, who serves on the board of Resideo Technologies, adding: “Just not all at the same time.”

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Proxy voting: What it is, how it works & key proxy voting guidelines

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