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Northwestern Mutual reported 36,126 proxy votes on Form N-PX for the 2025 season. On the 29,259 ballot items the board itself put forward — directors, pay, the auditor, capital — it voted against the board or withheld 3.5% of the time. On the 573 environmental and social proposals put on the ballot by shareholders, it voted FOR 6.3% of the time.
FOR — 28,233 items AGAINST — 741 items Abstained or withheld — 285 items
A board does not ask shareholders to reject its own nominee, its own pay resolution or its own auditor, so on these categories a vote of AGAINST — or a withheld vote, which is the only way to oppose a director in an uncontested election — is a vote against management. Denominator: all three directions, FOR + AGAINST + withheld.
FOR — 36 items AGAINST — 537 items Abstained — 1 items (not in the denominator)
A single “voted with management” figure makes every manager look the same: director elections are most of the volume and nearly everyone votes FOR them. The record is therefore reported per category, using the category the filer itself put on each item in its N-PX.
| Proposal type | Put on the ballot by | Items | Decided | Voted FOR | Voted AGAINST | Abstained / withheld |
|---|---|---|---|---|---|---|
| Director Elections | Board | 19,391 | 19,106 | 98.5% | 1.5% | 272 |
| Say-on-Pay | Board | 4,401 | 4,155 | 92.7% | 7.3% | 2 |
| Audit-related | Board | 2,873 | 2,871 | 99.8% | 0.2% | 1 |
| Corporate Governance | Mixed | 1,840 | 1,830 | 83.0% | 17.0% | 10 |
| Compensation | Board | 1,576 | 1,574 | 87.7% | 12.3% | 2 |
| Capital Structure | Board | 1,256 | 1,249 | 97.2% | 2.8% | 7 |
| Environment or Climate | Shareholder | 369 | 368 | 3.8% | 96.2% | 1 |
| Other Social Issues | Shareholder | 233 | 233 | 27.0% | 73.0% | 0 |
| Shareholder Rights and Defenses | Mixed | 157 | 151 | 88.1% | 11.9% | 6 |
| Extraordinary Transactions | Board | 132 | 131 | 96.2% | 3.8% | 1 |
| Human Rights or Human Capital/workforce | Shareholder | 104 | 104 | 1.9% | 98.1% | 0 |
| Diversity, Equity, and Inclusion | Shareholder | 76 | 76 | 5.3% | 94.7% | 0 |
| Other | Mixed | 39 | 38 | 94.7% | 5.3% | 1 |
Categories marked Mixed — corporate governance, shareholder rights and defences, and uncategorised items — contain both board proposals and shareholder proposals, so they are reported here but are not counted in either headline above. The rows marked Shareholder are shown in full, but only the part of them that is a US-listed company and reads as a shareholder proposal in its own text feeds the second headline: taken raw, these four categories are dominated by UK, Swiss and EU board resolutions — political donation authorisations and non-binding sustainability reports — which index funds routinely support.
Every proposal where Northwestern Mutual broke with the board (879 distinct proposals) →
| Excluded | Items | Why |
|---|---|---|
| Not voted | 0 | Reported as not voted, take no action or do not vote. No position was expressed, so there is nothing to count. |
| Other ballot type | 244 | Frequency ballots (one / two / three years) and anything else that is not a FOR, AGAINST, abstention or withhold. |
| Direction indeterminate | 14 | The fund reported several directions for one ballot item with no shares attached to any of them, so which way it voted cannot be established. |
Form N-PX has a managementRecommendation field on every vote
record, and it is populated on 100 % of the 2024-2025 rows. It was
tested against proposals whose own text settles the answer, and it does not
hold up, so no figure on this page reads it.
| Ballot items whose text says… | Records | Field agrees with the text | Field says the opposite |
|---|---|---|---|
| “shareholder proposal” — a board recommends AGAINST these | 1,376 | 21.9% | 65.8% |
| auditor ratification — a board recommends FOR these | 7,195 | 93.0% | 6.7% |
Two separate failures are mixed into one column. Some filers default it to FOR whatever the board actually said — hence 899 records reading “management FOR” against the filer’s own AGAINST vote on a shareholder proposal. Others copy their own vote direction into it: Vanguard’s 2026 filing has 5,403 blocks carrying one record per direction, each claiming management recommended whatever that record voted. Reading the field row by row would score real dissent as agreement. The proposal category, which the same filers fill in reliably, does not have that problem.
Every figure is derived from Form N-PX, the filing in which registered funds and institutional managers disclose how they voted every proxy. Figures are rebuilt weekly; this page was built on 2026-09-27. The interactive database shows the same votes company by company, including every individual fund.
Northwestern Mutual proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.