Why vote yes?

Super-short Proposal Summary: If CREF wants to become a public company, we should get to vote on it.

Short Summary: If CREF wants to change from a NY State Not-For-Profit to any other form of incorporation, we should get to vote on the change.

Why should I vote for this Proposal?

• Merit: It’s a good idea. If (admittedly, a big if) CREF were to change from a Not-For-Profit to a for-profit corporation, wouldn’t you want to make sure you had a voice in the decision? That exact maneuver was made by many Blue Cross/Blue Shield companies.

• Symbolism: Supporting a Proxy Proposal, even one you don’t agree with every word of, is a reminder to even the most imperious corporate leaders that their clients or shareholders do have some small influence over their operations and behavior. Just being forced to include this Proposal in the Proxy Statement is a warning to them. That’s why (next bullet point) even a “symbolic” action by you is important. (Some SEC general comments on Proxy Proposals.)

• Safety: You won’t risk harming CREF by voting “Yes.” The Proposal does not require CREF to do anything. It is virtually impossible for an outsider to include words like “CREF must …” or “CREF shall … “ in a Proposal. Doing so guarantees that the corporation can obtain SEC inaction. and omit the Proposal. Like most annual meeting Proposals, this one only says: “the Trustees of CREF are requested to exert their best efforts … “

• Still Current: I refiled this Proposal mainly because of TIAA's purchase of Nuveen Investments. This places a former sell-side company in charge of all investment research for TIAA. Because Nuveen is allowed to operate much like an independent business unit, their (for example) compensation decisions may not align with those for employees who have served us for decades. I mean, in Wall Street terms: "We eat what we kill". CREF used to be proud to say that it pays for services "at cost". But when Nuveen decides what that cost is ... how is that right for us?

• Future Need: It’s important to preserve the opportunity for another CREF Participant to re-introduce this Proposal in the future. If the Proposal gets over 20% “Yes” votes, CREF cannot prevent it from being included in a future Proxy Statement. It is, generally, very hard to force any corporation to include an unwanted Proposal in their Proxy Statement:

• Power: Because CREF participants tend to be thoughtful and well-educated, Proxy Proposals the management recommends "Against" get more "Yes" votes than at public company annual meetings. Your vote does matter. Whichever side you favor, the margins in U.S. Presidential elections of the last two decades make it clear that your vote matters!

My first effort, to force a Proposal onto the 2004 CREF Proxy failed: https://www.sec.gov/divisions/investment/noaction/crbuchman050304.pdf

They opposed my new, 2005 Proposal vigorously, but with multiple FedEx submissions to the SEC, I was able to (colloquial term used in this area) force its inclusion. This, 2022, is the identical Proposal, so that they were unable to exclude it from the Proxy Statement.

Note that if a sufficiently large number of us fail to vote in the election, CREF will not have a quorum, and there will be additional expenses to remedy that situation. Those expenses will be added to our CREF VA Account Expense Ratio costs! Roger Ferguson told me that one of the reasons they reduced the frequency of the meetings is how expensive they are, and how hard it is to get a quorum.

Click here to read more about Proxy Proposals

Click here to read about CREF's Opposing Statement

Here is a picture of the 2022 online ( www.proxy-direct.com ) ballot as it appeared to me. Your fund choice/ownership may affect how many Proposals you can vote for. You will only be able to vote for my Proposal if you own a few thousand dollars worth of a CREF Variable Annuity Account. This example is already marked by me; Of course, you can vote each line just as you want to.

Note this quote from the voting site: "If necessary, you can revisit the Internet voting site at any time before the meeting on [date and start time of meeting] to submit new voting instructions." This means you can change your vote!