Pass-Through Voting or Voting Choice Programs

Pass-through voting programs or “Voting Choice” programs are corporate governance initiatives that allow individual and institutional investors in mutual funds or ETFs to direct how the fund manager votes the underlying company shares.

Traditionally, when you invest in a fund managed by BlackRock, Vanguard, or State Street, you delegate all voting power at annual meetings to the fund manager’s internal stewardship team. Pass-through voting flips this model, effectively passing through voting choice to the actual owners of the capital.

How Pass-Through Voting Works

Technically, the fund retains legal ownership of the stock, so individual investors do not get direct proxy cards for each underlying company. Instead, it functions as directed or split voting:

• Proportional Rights: Your voting power is directly tied to your pro-rata Asset Under Management (AUM) or share ownership in the fund.
• Selecting a Policy Menu: Rather than voting on hundreds of individual company resolutions manually, you generally choose from a menu of structured proxy voting policies. For example, in programs like BlackRock Voting Choice, investors can select from third-party options supplied by proxy advisers like Glass Lewis or ISS.
• Policy Profiles: These policies align with specific investor values, such as:
  ESG / Climate-Focused: Voting strictly in favor of environmental disclosures and diversity mandates.
  • Traditional / Board-Aligned: Voting in alignment with company management’s recommendations.
  • Conservative / Faith-Based / Labor: Tailored to public pensions or specific values.