Corporate Governance

Under Comptroller Thomas P. DiNapoli’s leadership, the New York State Common Retirement Fund continues to advance corporate governance and stewardship practices that protect and enhance long-term shareholder value. The Fund’s Corporate Governance Program engages public portfolio companies and investment managers to ensure they are managing factors the Fund deems financially relevant, including environmental, social, and governance risks and opportunities, in a manner consistent with sustainable financial performance.

The Fund uses a range of tools, including direct engagement, letter writing, shareholder proposals, proxy voting, litigation, collaboration, policy advocacy, and investment manager engagement, to advance priority issue areas, guided by the principles of transparency, accountability, and long-term value creation.

To contact the Fund’s Corporate Governance Bureau, email [email protected].

Climate Change & Environmental Sustainability

Climate-related risks threaten the Fund’s investments, financial markets, and the economy as a whole, by affecting returns, asset valuations, and long-term portfolio stability. That’s why Comptroller DiNapoli set a goal to transition the Fund’s portfolio to net zero greenhouse gas emissions (GHG) by 2040. The Comptroller recently updated his Climate Action Plan to describe the Fund’s multifaceted approach to addressing climate-related risks and opportunities through sustainable investment strategies, active engagement with portfolio companies and managers, enhanced risk assessment, strong public policy advocacy and, as a last resort, divestment. To learn more about the Comptroller’s efforts to address climate risk and invest in climate solutions, see Leading the Way on Climate Investment.

Diversity & Inclusion

A diverse and inclusive workforce is a hallmark of companies with sustainable long-term strategies. Companies can gain a competitive advantage by designing diversity and inclusion initiatives that ensure equal opportunities and inclusive workplaces conducive to attracting and retaining a wide range of talent and expertise. 

Workforce Management & Human Rights

Championing workforce management best practices by supporting workers’ rights, health and safety, fair compensation, and skills development and training can provide a competitive advantage for companies and thereby enhance the performance, resilience, and value of the Fund’s portfolio companies. To best navigate challenges and mitigate risks, companies must have successful labor relations strategies, be responsive to employee needs, and have the ability to adapt to changing workforce dynamics.  

Governance, Accountability & Oversight

It is essential that companies maintain independent boards composed of diverse, well-qualified directors who exercise rigorous oversight of strategy, continually evaluate company management, and implement best governance practices. Sustainable executive compensation programs align management incentives with long-term value creation, reducing short-termism and fostering strategic decision making. Equally crucial is the thorough disclosure of risks, enabling investors to make informed choices and mitigate uncertainties. The adept management of controversies demonstrates a company’s commitment to addressing concerns transparently and taking corrective actions. By adhering to these practices, companies can attract investment, enhance their reputation, and navigate a dynamic business environment with resilience and integrity. 

Technology, Artificial Intelligence (AI) & Cybersecurity

As AI adoption continues to accelerate, companies must develop comprehensive strategies that address both the opportunities and risks it presents. Collection of electronic consumer data creates legal, reputational, and financial risks if companies’ use of consumer data violates consumers’ expectations of privacy, confidentiality, and freedom of expression. Also, security breaches and otherwise failing to secure private consumer data, financial or otherwise, may create significant reputational, legal, and operational risks for a company. 

For more information, see the New York State Common Retirement Fund's 2025 Stewardship Priorities.

Proxy Voting

The Fund votes by proxy on all director nominees, advisory votes, and shareholder proposals at annual and special meetings for each of the domestic companies in the Fund’s public equity portfolio, as well as those of select non-U.S. companies. During the 2025 Proxy Season (calendar year 2025), the Fund cast 29,674 votes on ballot items at 3,272 company meetings. 

Voting decisions are made independently by the Fund based on standards in its Proxy Voting Guidelines. Voting is an important fiduciary obligation.

2026 Proxy Vote Announcements

CompanyMeeting DateVote Decision and Reasoning

 Meta

Apple2/24/2026 

Against Compensation Committee Members and Executive Compensation

Ongoing executive compensation concerns, including high total compensation for the CEO and NEOs.

Prior Year Proxy Votes

2025 | 2024 | 2023 | 2022202120202019 | 2018 | 201720162015

Manager Engagement

The Comptroller’s Program also evaluates the ESG policies and practices of the Fund’s investment managers to assess their approach and commitment to ESG. As part of the due diligence process, the Fund completes an ESG scorecard for every proposed investment. 

For more information, see the New York State Common Retirement Fund's ESG Strategy.

Corporate Governance Stewardship Reports

2024 | 2023 | 2022202120202019 | 2018 | 2017