Name of Registrant: New Residential Investment Corp.
Name of persons relying on exemption: California Public Employees Retirement System (CalPERS)
Address of persons relying on exemption: 400 Q Street, Sacramento, CA 95811
May 8, 2019
Dear New Residential Investment Corp. Shareowner:
Support Shareowner Proposal #3 Requesting Majority Vote
We urge shareowners to support proposal #3 at the company’s May 23, 2019 Annual General Meeting. As of record date March 26, 2019, CalPERS owned approximately
670,000 shares of New Residential Investment Corp. common stock. As a long-term shareowner of the company we ask that you support our non-binding shareowner proposal requesting the Board of Directors amend the company’s governing documents to
allow for a majority voting standard in director elections, while retaining a plurality vote standard for contested director elections.
Majority Vote for Director Elections is Becoming Widely Accepted
Plurality voting is rapidly being replaced with majority voting in uncontested director elections as a growing number of large companies have adopted it as a corporate
governance best practice. Approximately 92% of the companies in the S&P 500 and 47% of the companies in the Russell 3000 have adopted some form of majority voting – an indication of the current direction of good corporate governance.
A Plurality Vote Standard Disenfranchises Shareowners
CalPERS believes that a plurality voting standard effectively disenfranchises shareowners when directors run unopposed. Under the existing plurality standard,
uncontested director nominees can be elected with a single “For" vote, leaving votes “Withheld” with no legal effect whatsoever. While under the CalPERS majority vote request, director nominees would need to be elected by the affirmative vote of
a majority of shares represented and voting at a duly held meeting. Majority voting would give shareholders a meaningful voice in determining who will represent them on the board.
Support Proposal #3 requesting Majority Vote for Director Elections
We believe a majority vote standard is essential to a sustainable system of governance that fosters director accountability and long-term value creation. Fully
accountable governance structures through the adoption of majority vote should be in place to offer shareowners a meaningful voice in the director election process. Please vote “FOR” shareowner proposal #3.
Should you have any questions please feel free to contact Todd Mattley, CalPERS Associate Investment Manager at Engagements@calpers.ca.gov or 916-795-0565.
Thank you for your support.
Investment Director, Global Equity
CalPERS Investment Office