Under Standard III(A) Loyalty, Prudence, and Care,
fiduciaries must evaluate management’s proposals during proxy fights to see if
they are in the best interest of the plan participants. If management’s ideas
are justifiable and reasonably ensure plan participants’ betterment, then
fiduciaries can support them. If management is only trying to further its own
objectives, especially at the cost of plan participants, then fiduciaries must
vote against management in proxy fights.
