Fidelity votes on behalf of the Fidelity Funds according to the Proxy Voting Guidelines. Fidelity's approach to proxy voting decisions is consistent with our approach to investment decisions: we generally evaluate proposals on economic merit and support those that are reasonably likely to enhance long-term shareholder returns or the profitability of the company and to maximize long-term shareholder value.

We generally support boards and management teams that have demonstrated a commitment to generating long-term value for shareholders. However, adhering to our proxy voting guidelines does in fact result in our submitting proxy votes that are contrary to management recommendations every proxy voting season. One example involves our voting against overly dilutive stock compensation plans that do not adequately align management and shareholder interests. Fidelity can ultimately voice its opinions on the policies of management through the level of ownership the Fidelity funds maintain in the individual companies.

In addition, Fidelity may choose not to exercise its voting rights at certain company meetings in instances where fund level ownership disclosure is required or trading restrictions are placed on voted shares. This trading situation occurs most often in foreign countries in which voted shares cannot be traded from the time the vote is cast until the day after the meeting.

Certain Fidelity funds managed by FMR or Strategic Advisers, Inc. are sub-advised by third parties. These third-party sub-advisers vote in accordance with their proxy voting policies. The proxy voting guidelines for these funds are available by calling 800-544-6666.

Strong capital markets are crucial to Fidelity Investments' mission to help investors meet their investment goals. Sound corporate governance practices, in turn, are crucial to maintaining investor confidence in those capital markets. At Fidelity, we know that shareholders in the Fidelity Group of Mutual Funds rightfully look to us to be responsive to matters relating to corporate governance. Many constituencies have a stake in how a business is managed—providers of capital, directors, management, employees, suppliers, and the customers and communities where an issuer operates. In our view, the best-managed businesses balance the varied interests across these groups and have transparent policies to engage key constituencies. Our stewardship activities prioritize factors that are financially material and are based on our evaluation of the issuer’s approach to financial and operational, human, and natural capital. Thus, these considerations are generally incorporated into our evaluation of an issuer’s investment risk or return, across all asset classes, sectors, and markets in which we invest.

Fidelity’s core principles sit at the heart of our investing and stewardship activities. Putting our customers’ and fund shareholders’ long-term interests first and investing in companies that share our approach to creating value over the long-term guides everything we do.

• As investors, our investment teams apply and adapt these principles to support their investment strategies with flexibility based on the specific strategy. This includes buying and holding securities they believe will appreciate in value; and selling securities they believe are less likely to appreciate in value.
• As stewards for our customers, these principles inform our interactions with the issuers in which we invest, and in turn, our proxy voting practices. Engagement is the direct interaction with management, directors, and key constituents of an issuer. When meeting with issuer’s executives and directors, we prioritize engagement on financially material risks and opportunities identified by our research and based on our evaluation of the issuer’s approach to financial and operational, human, and natural capital as set out in Fidelity’s Stewardship Principles.

At Fidelity, the action of buying and selling securities is based on searching the globe for investment opportunities company by company, issue by issue. In that spirit, Fidelity portfolio managers make their investment decisions—to buy, hold or sell—based on this research with the goal of maximizing the long-term value of the investments in our mutual funds.

While Fidelity protects its shareholders' interests in corporate governance matters on a day-to-day basis through regular engagement with senior management of the issuers in which it invests fund assets, the responsibility to vote on ballot items is an important and integral part of our stewardship process. These votes are cast according to the Proxy Voting Guidelines, which help our customers and the issuers in which we invest understand how we evaluate and encourage accountability from issuers. At a fundamental level, the purposes of the Guidelines are simple: (1) to promote accountability of a company's management and Board of Directors to its shareholders; (2) to align the interests of management with those of Fund shareholders by focusing on long-term performance; and (3) to promote transparency through meaningful disclosure on matters including, but not limited to, executive compensation and board actions affecting shareholder rights. The Guidelines include provisions to address conflicts of interest that may arise when Fidelity votes proxies at a shareholder meeting of a company with which Fidelity has other business relationships. When voting proxies on behalf of shareholders, Fidelity votes in a manner consistent with the best interest of shareholders and without regard to any other Fidelity companies’ business relationships.

The Guidelines are reviewed periodically by Fidelity and, accordingly, are subject to change.

The Guidelines recognize that management is entrusted with the day-to-day operations of a business and longer term strategic planning subject to board oversight. The Guidelines also recognize that the issuers’ investors should have final say over their rights and ownership interests. In our view, a board that acts to eliminate or limit investors’ rights may reflect deeper corporate governance weaknesses at the company. Therefore, we engage with management and directors, through visits and meetings, to confer on topics, such as financial and operational, human, and natural capital issues, that we believe could affect long-term performance.

Full proxy voting guidelines

Fidelity Funds advised by FMR or FDS (PDF)