Unallocated stock in an ESOP must be voted:

When unallocated stock is held in an Employee Stock Ownership Plan (ESOP), it is essential to ensure that the interests of the plan participants are protected. The correct approach is for the trustee to vote the unallocated shares in a manner that is calculated to be in the best interests of the participants of the ESOP.

This practice stems from the fiduciary responsibility that the trustee has towards the plan participants. The trustee acts on behalf of the participants when making decisions regarding unallocated stock, ensuring that the voting aligns with their financial well-being and long-term interests. This is especially vital since unallocated shares do not have a direct owner among the participants until they are allocated.

In contrast, voting as directed by company management does not prioritize the interests of the participants, and relying on a straw vote or limiting votes to specific types of decisions doesn't address the overarching fiduciary duty that the trustee must uphold. Thus, the requirement for the trustee to vote in the best interest of the plan participants underscores the protective measures put in place within the ESOP framework.