In uncontested elections, Fidelity will generally vote in favor of incumbent and nominee directors except where a director has failed to exercise reasonable judgment. Fidelity will generally withhold authority on the election of all directors or directors on responsible committees if the directors acted contrary to certain aspects of the Guidelines during the period.
Fidelity believes that strong management creates long-term shareholder value and we generally support management of companies in which the funds' assets are invested. In contested elections, Fidelity will vote on a case-by-case basis, taking into account factors such as management's track record and strategic plan for enhancing shareholder value; the long-term performance of the target company compared to its industry peers; the qualifications of the shareholder's and management's nominees; and other factors. Ultimately, Fidelity will vote for the outcome it believes has the best prospects for maximizing shareholder value over the long term.