CREF 2022 Meeting Report
The CREF 2022 Annual Meeting was held on July 12, 2022, from 1:00PM to 1:45PM. It was, for the first time, not at a TIAA facility. It was held in a small ballroom at the Westin Charlotte. It was suggested to me that this was as much about today’s need for facility security (i.e. the corporate campus north of Charlotte, where several meeting had been held in the past) as much as (possibly) cost. I’d guess there were about 100-150 people in the room.
When I asked, I was told that they were expecting “at least one” non-employee attendee besides myself. I was the only non-employee who spoke at the meeting. I brought and wore a badge with my name, and “Proxy Proponent.” The NYC Director of Security walked up and greeted me warmly, and cordially introduced me to the Charlotte Director of Security! The magnetometer was sensitive to my 3-ring binder, but not so much to my turned-off Iphone or rental car keys. At my age, it’s noteworthy that the rest rooms were only before (i.e. outside) the magnetometer check.
I had emailed for an admission pass on 6/21, and it arrived by US Mail on 7/1. Interestingly, it did not have my name on it, but my photo ID was checked against a list when I arrived at the meeting entrance. The admission pass had several instructions on it, including:
-Parking is available at LAZ Parking, 615 South College Street …
-No cameras, laptop computers or recording devices or oversized bags or packages will be permitted in the conference center. Please store these items in your vehicle. All bags and packages will be subject to search.
An easel beside the escalator to the ballrooms held a sign reading:
College Retirement Equities Fund
Quadrennial Meeting of Participants
The meeting room had two seats on the dais, with Colbert Narcisse, Chief Product and Business Development Officer, and Derek Dorn, Corporate Secretary. Mr. Dorn ran the meeting in a pleasant, low-key manner, but with an air of efficiency. President and CEO Duckett was not present, not even by video. A screen on our left presented Thomas J. Kenny, Chairman of the CREF Board, and Saira Malik, Chief Investment Officer of Nuveen. A screen on the right had text slides, that advanced themselves, except when Malik gave her investment performance report, which had its own slides. The auto-advance slide show was distracting, in that it was not synchronized with what was happening on stage. The two people on video were not particularly high resolution, or well-lit, in the ”Zoom” sense, but their audio was fine.
There were no printed handouts of any kind. An agenda was one of the slides, but I didn’t have time to copy every word on it. An informal summary of the agenda is:
Introduction by Mr. Kenny
Report by Mr. Narcisse on CREF
Investment Report by Ms. Malik
Proposals I, II, and III
General Questions and Answers
Report on Voting
Adjournment
Mr. Narcisse listed a number of CREF’s achievements in recent years, including ER decreases and creation of Income Test Drive. He also reviewed some older, if notable events, like the creation of CREF Social Choice, and ESG efforts going back to time of Apartheid. He referred to a slide when mentioning that “Climate risk is investment risk.” In that slide, it said that the TIAA General Account will be Net Carbon Zero by 2050, and Nuveen Real Estate and TIAA corporate operations will both be Net Carbon Zero by 2040.
Ms. Malik’s well-presented report covered each of the CREF accounts. But if you regularly look at the YTD, 1-year, 5-year, and Since Inception numbers, there are no surprises to report. She mentioned the “Perfect Storm” of 1) Inflation 2) Fear the Federal Reserve would be too aggressive 3) Russia’s invasion of Ukraine. When CREF Growth came up, she did better than the Proxy Ballot did, to explain that an important aspect of the request for Non-Diversified status is the Mega-Cap size of some of the index components in CREF Growth’s benchmarks. I mention that because there have always been questions about just how much of CREF’s accounts are “actively managed”, and not many answers!
Proposals I and II were then introduced, seconded, and voted on. Ballots were offered to anyone in the room who had not voted, or who wished to change their votes.
I was called upon to read the text of my proposal, number III, as printed in the Proxy Statement. I then presented my 4.5 minute speech in a post below this one. A response to my proposal was read, not unlike that printed in the Proxy Statement. More was said in the reply to my comments in the General Questions and Answers period. (See below.)
I want to emphasize how well I was treated at this meeting. In 2005, there were five Participant Proposals on the Agenda, and I was well-connected to the world of proxies. Many of those people have retired, and I have not kept up with current trends in proxy activism. When they got to each of the proposals in 2022, the dais asked for seconds, including for the Election of the CREF Board. I simply do not remember any Seconds from 2005, or from any public company annual meetings I’ve been to (and I’ve been to plenty of them.) After I read the text of my proposal into the record, a Second was requested. After a brief silence, the chair announced that “The proposal is deemed seconded.”
(Very little happens by accident at a company annual meeting. So I have to assume that CREF decided it was better for the proposal to be voted on than for me to slink away, defeated. That is to their credit. After the meeting, three of the CREF Trustees lined up to shake my hand and thank me for my interest and activity for CREF.)
The polls were closed, and the General Question and Answer period was opened. The 2-minute countdown clock was less intimidating than the old one, and did not blow a horn when it reached zero, but simply continued to count the overtime. I stopped at 1:55. No one else spoke. My speech is in a later post in this thread. They replied that the CREF Board would still have to approve any reorganization plan, and that the Board would still exist after the reorganization. CREF will continue to hold Quadrennial meetings, although the precise legal character of those meetings was not addressed. It was difficult for me to take detailed notes standing up, on this reply, so I can’t add a lot to that.
The voting report was given. The Trustee candidates were all elected, with about 82% of votes in favor. The change in CREF Growth failed to reach a Quorum, so the ballot results were not given. My proposal had 33.57% “for” and 45.63% “against.” The proposal was defeated. Although 33% is uncommon in public company meetings, it’s not unheard-of in CREF’s history. But it’s a huge increase from the 22% the same proposal received in 2005, with much better visibility and publicity. Thank you for your support.
The meeting was adjourned at 1:45 PM. I changed my return flight and rushed to the airport.