# Egan-Jones Proxy Services Independent proxy vote management and advisory service hired by ATRS via Resolution 2025-21 on 6/2/2025 to manage proxy votes on the System's equity holdings. Egan-Jones Proxy Services is a division of Egan-Jones Ratings Company (the credit ratings agency). The hiring is structurally paired with the 6/2/2025 amendment to Board Policy 4 Section T, which authorized the Executive Director to retain an independent proxy vote management service. See [[bp4-amended-same-day-as-vote]] and [[atrs-investment-policy-bp4]]. ## Resolution 2025-21 Verbatim: > "Approving Egan-Jones Proxy Services to Provide Proxy Vote Management and Advisory Services / WHEREAS, the Board has reviewed the recommendation of the ATRS Executive Director regarding the need to hire an independent proxy vote management service to manage proxy vote services on behalf of ATRS; and / WHEREAS, the Board has determined the need to hire an independent proxy vote management service to ensure consistency across managers in how ATRS proxies are voted; and / WHEREAS, the Board has determined consistency across managers in how ATRS proxies are voted will provide greater assurance that ATRS proxy votes are cast in compliance with state law including the obligation to act based only on pecuniary factors; and / WHEREAS, the Board has reviewed the recommendation of the ATRS Executive Director to hire Egan-Jones Proxy Services to provide proxy vote management and advisory services to ATRS. / THEREFORE, BE IT RESOLVED, that the ATRS Board approves hiring Egan-Jones Proxy Services to provide proxy vote management and advisory services to ATRS; and / FURTHER, BE IT RESOLVED, that the ATRS staff is hereby authorized to take all necessary and proper steps to implement the hiring of Egan-Jones Proxy Services, if acceptable terms are reached." > 06-02-25_BOT_Packet.pdf p.147 ## Selection process Mark White's internal memo to the Board in the 6/2 packet describes the selection process: > "Last fall we discussed the possibility of hiring a vendor to manage all proxy votes for the public... I am asking your approval this month of Egan-Jones Proxy Services to be the System's proxy vendor. They were the low bidder, and their proxy policy aligns more closely to state law than others we reviewed." > 06-02-25_BOT_Packet.pdf extracted-text lines 1175-1180 White's separate memo for the Board packet (extracted-text lines 2746-2778) elaborates that three firms were reviewed for proxy vote management services: Egan-Jones, Glass Lewis, and Institutional Shareholder Services. Two firms (Egan-Jones and one other) submitted proposals. Egan-Jones was selected for two stated reasons: lowest bidder, and the firm's proxy policy "most closely aligns" with Arkansas state law (the Act 498 of 2023 pecuniary requirement at Ark. Code § 24-2-805(b)(2)). The 5/22/2025 Mark White Board preview email captured in the R1 batch had previewed the proposal at "$20K annually." ## Wealth-Focused Policy framework Egan-Jones operates under a "Wealth-Focused Policy" framework for proxy voting guidance. The 6/2 packet contains the Egan-Jones Wealth-Focused Policy Overview document (extracted-text region beginning at line 2789 onward). The framework structures proxy voting decisions around pecuniary factors as required by Ark. Code § 24-2-805(b)(2). The Wealth-Focused Policy as described in the packet generally recommends against ESG-oriented proxy proposals (the packet captures Egan-Jones recommendations on a representative set of proxy issue categories; for example, "Restrictive governance and environmental protection proposals are generally opposed. 'Stakeholder capitalism' proposals are opposed, even if supported by management. Proposals promoting diversity, equity, inclusion are also opposed" per extracted-text lines 3063-3066). ## Position in the broader investigation The Egan-Jones hiring is structurally unrelated to the Israel Bonds direct investment authorized in Resolution 2025-22 at the same meeting. Egan-Jones manages proxy votes on ATRS-owned equities (publicly traded stocks); Israel Bonds are sovereign debt securities for which proxy voting is not applicable. The two items appear at the same June 2 meeting because Mark White's 5/22/2025 Board preview email bundled them in the agenda for the June meeting, and because both the BP4 Section T amendment and the Israel Bonds proposal had reached the point of formal Board action in the bimonthly meeting cadence. The Egan-Jones contract is referenced here as a substantive entity because the BP4 Section T amendment is paired with it, and the BP4 amendment is the document that closed the wiki's highest-priority follow-up FOIA target. The Egan-Jones hiring itself is on-topic for the wiki primarily as the operational counterpart of the BP4 amendment that resolved the prior speculation about whether the same-day BP4 amendment was an Israel Bonds enabling change. See [[bp4-amended-same-day-as-vote]] for the resolution. ## Cross-References [[bp4-amended-same-day-as-vote]] companion concept page documenting the paired BP4 Section T amendment [[atrs-investment-policy-bp4]] concept page on Board Policy 4 with Section T detail [[pecuniary-frame-act-498]] companion concept page on the Act 498 pecuniary requirement that the Wealth-Focused Policy is structured around [[mark-white]] Executive Director who selected Egan-Jones [[atrs-resolution-2025-22]] paired same-meeting action on Israel Bonds (substantively distinct from the Egan-Jones hiring) [[atrs-bot-packets-7-3-25]] [[atrs-foia-r1-staff-emails]] source pages