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 shareholder returns.

To the extent that a company's management is committed and incentivized to maximize shareholder value, we generally vote in favor of management proposals. 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 trading restrictions are placed on voted shares. This 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.

Fidelity index funds are sub-advised by Geode Capital Management, LLC. Geode votes in accordance with its proxy voting policies.

Certain Fidelity funds managed by FMR and 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 company is managed—shareholders, directors, company management, employees, and the customers and communities where a company operates. We believe the best-managed companies work to maintain balance among the varied interests across these groups and have transparent and clear policies to engage with stakeholders. This balance also includes having policies that address environmental, social, and governance ("ESG") issues in the communities in which a company operates. Thus, ESG 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. As a result, we present the following explanation and summary of the Fidelity Proxy Voting Guidelines (the "Guidelines").

Introduction

The Fidelity Funds are managed with one overriding goal: To provide the greatest possible return to shareholders consistent with governing laws and the investment guidelines and objectives of each fund. In pursuit of this goal, the Fidelity Funds take two basic types of action:

1. Buy and hold securities they believe will appreciate in value; and sell securities they believe are less likely to appreciate in value.
2. Interact with companies in which the funds invest through a range of activities, from conversations and meetings with senior management and company directors, to casting votes by proxy at shareholder meetings. As part of these interactions, we always strive to take into consideration corporate governance practices of companies, and how those practices will impact shareholder value over the long term.

At Fidelity, the first type of action—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, Fidelity most prominently exercises the Fidelity Funds' shareholder rights by casting votes by proxy at shareholder meetings. These votes are cast according to the Proxy Voting Guidelines. At a fundamental level, the purposes of the Guidelines (summarized below), 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 votes a company's proxies without regard to any other Fidelity relationship, business or otherwise.

While sound corporate governance should in practice achieve multiple goals, Fidelity above all believes it should focus on three key objectives:

1. Accountability. There must be effective means in place to hold those entrusted with running a company's business accountable for their actions. Management of a company must be accountable to its Board of Directors; the Board, in turn, must be accountable to and focus on the shareholders, who are focused on the long-term. Promoting accountability can take many forms. These include enforcing rules and laws imposing duties on officers and directors; protecting shareholder voting rights; ensuring rigorous scrutiny of a company's financial statements by independent, outside auditors; and maintaining free and open markets to allow for the re-allocation of capital and transfers of corporate control.
2. Alignment of management and shareholder interests. The interests of a company's management and Board of Directors should be aligned with the interests of the company's shareholders. This means, for example, that salary and equity-based forms of compensation paid to management should not focus on the short-term, rather, compensation mechanisms should be designed to reward management for doing a good job of creating long-term value for the shareholders of the company, using appropriate, rigorous and transparent metrics to measure the creation of that value.
3. Transparency and disclosure. There must be transparency and disclosure of companies' executive compensation and effective communication and disclosure concerning board actions affecting shareholder rights. Such actions will enhance shareholder engagement, further promote board accountability, and tangibly confirm the alignment of interests among management, the Board of Directors and shareholders.

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 company, as well as longer term strategic planning subject to the oversight of the company's Board of Directors. The Guidelines also recognize that the company's shareholders—the owners of the company—must have final say over how management and directors are performing, and how shareholders' rights and ownership interests are handled. Therefore, we engage with companies' management and directors, through visits and meetings, to confer on topics, such as ESG issues, that we believe could affect long-term performance.

Full proxy voting guidelines

Fidelity Funds advised by FMR or FDS (PDF)

Fidelity Funds sub-advised by Geode Capital Management, LLC (PDF)