annual corporate governance review · 2019. 10. 2. · 4 > georgeson | proxy insight executive...

2018

Annual Corporate Governance Review

> Annual Meetings> Shareholder Proposals

> Say-on-Pay Votes> CEO Pay Ratio

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2018 Annual Corporate Governance Review > 3

Contents

Executive Summary and Acknowledgements 4

Methodology 6

PART 1 – SHAREHOLDER PROPOSAL VOTING RESULTS – GOVERNANCE 7

Figure 1 Corporate Governance Proposals Submitted – 2014 to 2018 (Chart) 10

Figure 2 Corporate Governance Proposals Voted On – 2014 to 2018 (Chart) 10

Figure 3 Corporate Governance Proposals Voted On – 2014 to 2018 (Table) 10

Figure 4 Summary Average Voting Results for Selected Proposals – 2018 (Table) 11

Figure 5 Proposals Relating to Board Issues – 2014 to 2018 (Chart and Table) 12

Figure 6 Proposals Relating to Shareholder Rights – 2014 to 2018 (Chart and Table) 12

Figure 7 Proposals Relating to Proxy Access – 2016 to 2018 (Chart and Table) 13

Figure 8 Sponsorship of Governance Proposals – 2017 and 2018 (Table) 14

Figure 9.1 Governance Shareholder Proposal Voting Results Sorted by Company – 2018 (Table) 15

Figure 9.2 Governance Shareholder Proposal Voting Results Sorted by Proposal – 2018 (Table) 22

Figure 9.3 Governance Shareholder Proposal Voting Results Sorted by Sponsor – 2018 (Table) 29

PART 2 – SELECTED SHAREHOLDER PROPOSAL VOTING RESULTS – ENVIRONMENTAL AND SOCIAL 37

Figure 10 Sponsorship of Environmental and Social Proposals – 2017 and 2018 (Table) 40

Figure 11 Shareholder Proposals – Board/Employment Diversity, Voting Results – 2018 (Table) 41

Figure 12 Shareholder Proposals – Report on Political Contributions, Voting Results – 2018 (Table) 41

Figure 13 Shareholder Proposals – Report on Lobbying Payment and Policy, Voting Results – 2018 (Table) 42

Figure 14 Shareholder Proposals – Gender Pay Gap, Voting Results – 2018 (Table) 42

Figure 15 Shareholder Proposals – Sustainability, Voting Results – 2018 (Table) 43

Figure 16 Shareholder Proposals – Environmental/GHG & Methane Emissions, Voting Results – 2018 (Table) 43

Figure 17 Shareholder Proposals – Climate Change/2-Degree Scenario, Voting Results – 2018 (Table) 44

Figure 18 Shareholder Proposals – New Social Trending Proposals, Voting Results – 2018 (Table) 44

Figure 19 Institutional Investor Voting Data, Select Employment Diversity Shareholder Proposals – 2018 (Table) 45

PART 3 – DIRECTOR ELECTIONS 49

Figure 20 Historical Institutional Investor Voting Support For U.S. Director Elections – 2015 to 2018 (Table) 52

PART 4 – MANAGEMENT PROPOSAL – ADVISORY VOTE ON EXECUTIVE COMPENSATION 55

Figure 21 Voting Results for the S&P 500 Index – 2018 (Table) 57

Figure 22 Historical Institutional Investor Voting Support For Say-on-Pay, S&P 500 – 2015 to 2018 (Table) 62

PART 5 – CEO PAY RATIO 65

Figure 23 CEO Pay Ratio Results by Sector for the Russell 3000 Index – 2018 (Table) 67

4 > Georgeson | Proxy Insight

Executive Summary and Acknowledgements

We are pleased to present the 2018 Annual

Corporate Governance Review.

For the second year in a row, Georgeson

partnered with Proxy Insight on the coordination

of voting data and analytics. Proxy Insight was

instrumental in sourcing the annual meeting and

proxy voting data contained in this report.

New This Year

The 2018 report provides a comprehensive review

of relevant corporate governance issues covering

five sections: shareholder proposals on governance

issues, shareholder proposals on environmental

and social issues, director elections, say-on-

pay proposals and CEO pay ratio disclosure.

Based on reader feedback and trends in the current

market, we have expanded our review of environmental,

social and governance shareholder proposals that

were the subject of a vote during the period July 1,

2017 through June 30, 2018. Consequently, this year

we are providing additional information detailing

voting decisions by institutional investors related

to employment diversity shareholder proposals.

We have also added in a new section on institutional

investor support for the election of directors year-

over-year since 2015. Please see Part 3 for institutional

investor voter support for elections of directors from

major U.S. and international investment firms.

Finally, we have included a new section related to 2018

CEO pay ratio disclosure. With effect from this year, U.S.

public companies are required to disclose their CEO pay

ratio in their proxy statements. We have captured ratio

trends across sectors for the Russell 3000 in Part 5.

Summary of Report Sections

Throughout the report we have included analysis of each

section to give readers a substantive overview of the

voting outcomes contained in that particular report part.

> Summary of Part 1: Shareholder

Proposals – Governance – p. 8

> Summary of Part 2: Shareholder Proposals –

Environmental & Social – p. 38

> Summary of Part 3: Director Elections – p. 50

> Summary of Part 4: Executive Compensation – p. 56

> Summary of Part 5: CEO Pay Ratio – p. 66


About Georgeson

Established in 1935, Georgeson is the world's foremost

provider of strategic shareholder services to corporations

and shareholder groups working to influence

corporate strategy. We offer unsurpassed advice and

representation for annual meetings, mergers and

acquisitions, proxy contests and other extraordinary

transactions. Our core proxy expertise is enhanced

with and complemented by our strategic consulting

services, including solicitation strategy, shareholder

identification, corporate governance analysis, vote

projections and insight into investor ownership and

voting profiles. Our local presence and global footprint

allow us to analyze and mitigate operational risk

associated with various corporate actions worldwide.

For more information, visit www.georgeson.com.

About Proxy Insight

Since launching in April 2014, Proxy Insight has become

the world’s leading source of information on global

shareholder voting. The company was founded by

investor relations and data business specialists Nick

Dawson and Nick Arnott. While Proxy Insight is currently

based in the UK and US, our operations are truly

global in scope with clients spanning five continents.

These clients are not only large investment managers,

but also include small advisory firms, compensation

consultants, bulge bracket investment banks and

academic institutions. We are closely linked to our

sister company, Activist Insight, which specializes in

providing unmatched intelligence to professionals in

the global activist investment space. Activist Insight

was founded in 2012 by Nick Arnott and Kerry Pogue.

For more information, visit www.proxyinsight.com.

Acknowledgements

Computershare:

> Seon Barbera

> Nathan Busch

Georgeson:

> Rich Babineau

> John Carroll

> Don Cassidy

> Edward Greene

> Rajeev Kumar

> Michael Maiolo

> Aaron Miller

> Brigid Cremin Rosati

Proxy Insight:

> Nick Dawson

> Seth Duppstadt

> Sophie Miles

http://www.georgeson.com

http://www.proxyinsight.com


Methodology

Shareholder Proposals, Report Parts 1 and 2

These sections include shareholder proposal information

related to companies that 1) are members of the S&P 1500 Index

(as of May 1, 2018) and 2) held annual meetings July 1, 2017

through June 30, 2018. We obtained the number of votes cast

for, against, withheld, abstained and broker non-vote from our

research partner, Proxy Insight, citing publicly available sources.

We then calculated for each proposal:

> The votes cast “For” and “Against” as a

percentage of shares voted in the quorum.


percentage of the company’s total outstanding

shares as of meeting record date.

In Part 1, information on shareholder proposals

withdrawn or omitted was gathered with the

assistance of ISS Corporate Solutions.

In Part 2, Figure 21, we have summarized 2018 definitive

vote detail results for the largest U.S. and foreign

institutional investors' (measured by assets under

management) voting decisions on a shareholder

proposal related to employment diversity reporting.

Director Elections, Report Part 3

The director election data is a year-by-year review based on U.S.

companies in the Russell 3000 from 2015-2018. The "For" (%)

is based on the percentage of times an investor voted "For" a

director election proposal. This data is gathered from publicly

disclosed investor voting decisions, including N-PX public filings.

Say-on-pay, Report Part 4

This section details vote outcomes for companies that 1)

are members of the S&P 500 Index (as of May 1, 2018)

and 2) held annual meetings July 1, 2017 through June 30,

2018. We obtained the number of votes cast for, against,

withheld, abstained and broker non-vote from our research

partner, Proxy Insight, citing publicly available sources.

We then calculated for each proposal:


percentage of shares voted in the quorum.


percentage of the company’s total outstanding

shares as of meeting record date.

In Figure 24, the a year-by-year review is based on the

percentage of times an investor voted "For" a say-on-

pay proposal for companies in the S&P 500 index. We

gathered the data from publicly disclosed investor

voting decisions, including Form N-PX public filings.

CEO Pay Ratio, Report Part 5

The CEO pay ratio data provided is based on companies

which are members of the Russell 3000 (as of June 27,

2018). The table provides the highest and lowest values in

each sector, as well as the average and median values.

Other Notes

Proxy Insight and Georgeson’s data collection and

calculation methodologies ensure the accuracy and

comparability of our statistics from company to company

and from year to year. We thereby avoid the anomalies

that result from companies’ and sponsors’ inconsistent

treatment of abstentions and broker non-votes.

Calculations of percentage of votes cast may

not equal 100 percent due to rounding.

Georgeson has collected and published statistics on corporate

governance proposals since 1987, the year institutional

investors first sponsored shareholder proposals.

If you have any questions for Georgeson, please call us at

(212) 440-9800 or email us at [email protected].

If you have any questions for Proxy Insight, please call

(646) 513-4141 or email [email protected].

mailto:[email protected]



Part 1> Shareholder Proposal Voting Results – Governance


Part 1> Shareholder Proposal Voting Results – Governance

This section details:

> Historical support for governance

proposal types (Figures 1 - 7)

> The universe of proponents for governance

shareholder proposals (Figure 8) and;

> Voting results on governance shareholder

proposals (Figures 9.1 – 9.3).

Overview

There was a significant increase in the number of

governance-related shareholder proposals that were the

subject of a shareholder vote in 20181, up 45 to 266 in

total (see Figure 2). This growth was driven principally by

increases in two proposals (see Figure 3).

1) Shareholder right to act by written consent –

total of 36 voted on, up from 14 in 2017

2) Shareholder right to call a special meeting –

total of 57 voted on, up from 24 in 2017

Support for these two proposal types has remained

consistently high over the last five years. Additionally,

issuers have often changed their governing documents

to address such matters in the aftermath of receiving

majority votes in favor.

The success of these two proposals is also connected to

its sponsors, many of whom are well-versed in the U.S.

Securities Exchange Act’s shareholder proposal process.

The sponsors are:

> John Chevedden:

> Written consent proposal: Mr. Chevedden was

sponsor or co-sponsor of 26 of 36 the proposals

> Special meeting proposal: Mr. Chevedden was

sponsor or co-sponsor of 39 of the 57 proposals

> Steiner Family:

> Written consent proposal: The Steiner family was


> Special meeting proposal: The Steiner family was


Of the 266 governance shareholder proposals that were

the subject of a shareholder vote this proxy season,

board-related proposals were the most popular measure,

accounting for approximately 26% of all governance

proposals. This category attracted an average level of

support of approximately 33%. Below is a summary of

key trends:

> Separate role of CEO/Chairman. This topic continues

to be one of the most popular governance proposals.

In 2018, 46 such proposals were the subject of a

shareholder vote. However, support has hovered

around 30% for the past five years, as successful and/

or founder-CEOs have been effective in defending their

dual roles.

> Require majority vote to elect directors: As this

proposal continues to attract a majority vote at

company meetings, the number of submissions has

continued to fall year-over-year, indicating proactive

adoption of majority voting procedures.

Proxy Access (see Figure 7)

In 2018, the total number of proxy access proposals,

inclusive of both enact and fix-it types, that were the

subject of a shareholder vote decreased by 12 from 2017.

Moreover, this year was first time that fix-it proposals

outnumbered enactment measures. However, all 30 fix-it

proposals failed to attract a majority of votes in favor.


Notwithstanding the reduction in the number of

enactment proxy access proposals, these measures

attracted a higher level of support than fix-it proxy access

proposals. This trend suggests that shareholders may

be coalescing around best practices. The New York City

(NYC) Comptroller’s Office has been the most successful

and prolific proponent of enactment proposals. Based

upon our review of annual meeting results, the specific

provisions of the NYC enactment proposals attract

significant shareholder support. These provisions include:

i) The opportunity for shareholders to nominate

candidates for two (2) board seats or 25% of the total

number of board seats, whichever is greater; and

ii) The nominator (or group of shareholders comprising

the nominator) be a shareholder for at least the

previous 3 years while holding at least 3% of the

issuer’s stock over the entirety of that period.

Figures 9.1, 9.2 and 9.3 detail the entire universe of

governance shareholder proposals that were the subject

of a shareholder vote, organized by company, proposal

type and sponsor.

1 When referencing ‘2018’ or ‘this year’, we are referring to the reporting period

July 1, 2017 through June 30, 2018.


Num

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of P

ropo

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20143 20153 20163 20172 20181 20143 20153 20163 20172 20181

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200

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266

249

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418

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462

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462

Proposal Type 20141 %2 20151 % 2 20161 %2 20171 %2 %3 20181 %2 %3

Board-Related (Excluding Proxy Access) 96 38.6% 83 24.9% 61 22.9% 53 24.0% 33.2% 68 25.6% 32.9%

Executive Compensation-Related 61 24.5% 71 21.3% 54 20.3% 32 14.5% 21.0% 34 12.8% 25.3%

Shareholder Right to Act By Written Consent 27 10.8% 35 10.5% 17 6.4% 14 6.3% 44.9% 36 13.5% 42.0%

Special Meetings 10 4.0% 19 5.7% 16 6.0% 24 10.9% 41.5% 57 21.4% 39.8%

Supermajority Provision 9 3.6% 11 3.3% 13 4.9% 9 4.1% 74.7% 6 2.3% 73.9%

Proxy Access 13 5.2% 72 21.6% 63 23.7% 49 22.2% 45.4% 37 13.9% 33.0%

Vote Counting Standard to Exclude Abstentions 0 0.0% 7 2.1% 6 2.3% 11 5.0% 8.8% 1 0.4% 7.8%

Eliminate Dual Class Stock 5 2.0% 8 2.4% 9 3.4% 8 3.6% 31.2% 8 3.0% 32.9%

Other 28 11.2% 27 8.1% 27 10.2% 21 9.5% 33.0% 19 7.1% 38.1%

Total 249 100.0% 333 100.0% 266 100.0% 221 100.0% 266 100.0%

Figure 3Corporate Governance Proposals Voted On – 2014 to 2018

1 2018 data is from S&P 1500 company annual meetings from 7/1/17 - 6/30/18 2 2017 data is from S&P 1500 company annual meetings from 7/1/16 - 6/30/17 3 2014-2016 data is from S&P 1500 company annual meetings from Jan 1 - June 30 of that particular year

1 Number of governance proposals at S&P 1500 companies2 Denotes percentages of that type of proposal for the total of governance proposals for that year 3 Denotes average shareholder support for these proposals for that year

– 2014, 2015 and 2016 data is from S&P 1500 company annual meetings from Jan 1 - June 30 of that particular year– 2017 data is from S&P 1500 company annual meetings from 7/1/16 - 6/30/17– 2018 data is from S&P 1500 company annual meetings from 7/1/17 - 6/30/18

Figure 1Corporate Governance Proposals Submitted – 2014 to 2018

Figure 2Corporate Governance Proposals Voted On – 2014 to 2018


Proposal TypeResults

Available

As Percentage of Votes Cast As Percentage of Shares Outstanding

For Against Abstain For Against Abstain Non-Vote

Board-Related (does not include Proxy Access proposals – see bottom of table – or dissident board nominations)

68 32.9% 66.0% 1.1% 25.2% 50.1% 0.8% 11.7%

> Independent Board Chairman/Separate Chair-CEO 46 31.9% 67.0% 1.1% 24.3% 51.7% 0.8% 11.4%

> Declassify Board 5 83.0% 15.4% 1.6% 64.1% 11.5% 1.1% 9.1%

> Majority Vote to Elect Directors 4 62.1% 37.5% 0.4% 50.1% 32.3% 0.3% 9.9%

> Have Implemented a Form of Majority Voting 2 64.1% 35.4% 0.5% 51.9% 30.4% 0.4% 10.8%

> Have Not Implemented a Form of Majority Voting 2 60.1% 39.7% 0.2% 48.4% 34.3% 0.2% 9.0%

Executive Compensation 34 25.3% 73.7% 1.0% 19.8% 57.3% 0.8% 9.6%

> Pro-rata Vesting of Equity Awards 8 30.7% 68.8% 0.5% 24.2% 56.0% 0.4% 9.9%

> Clawback of Incentive Payments 7 39.4% 59.2% 1.4% 30.6% 45.9% 1.0% 11.6%

> Report on Integrating Risks Related to Drug Pricing into Senior Executive Compensation

5 22.8% 75.3% 1.9% 17.2% 54.8% 1.4% 13.0%

> Assess Feasibility of Including Sustainability as a Performance Measure for Exec Comp

4 11.8% 86.7% 1.5% 9.3% 67.8% 1.1% 7.8%

> Submit Severance Agreement (Change-in-Control) to Shareholder Vote

3 29.3% 70.5% 0.2% 25.7% 61.3% 0.2% 12.2%

Shareholder Right To Call Special Meeting 57 39.8% 59.5% 0.7% 30.4% 45.8% 0.5% 11.3%

Shareholder Right To Act By Written Consent 36 42.0% 57.3% 0.7% 31.9% 43.3% 0.5% 11.4%

Eliminate or Reduce Supermajority Provision / Adopt Simple Majority

12 65.7% 33.4% 1.0% 52.0% 27.4% 0.8% 9.4%

Eliminate Dual Class Stock 8 32.9% 66.5% 0.6% 27.5% 55.1% 0.4% 5.6%

Proxy Access — Adopt (Enact) 7 56.4% 43.0% 0.6% 45.4% 35.0% 0.5% 9.0%

Proxy Access — Amend (Fix-it) 30 27.5% 71.5% 1.0% 21.0% 54.4% 0.8% 12.3%

Figure 4Corporate Governance Proposals – Summary Average Voting Results for Selected Proposals, 2018 Annual Meeting Season


Independent Board Chairman / Separate Chair-CEO

Majority Vote to Elect Directors

Shareholder Right to Act by Written Consent

Shareholder Right to Call Special Meeting

Figure 6Proposals Relating to Shareholder Rights – 2014 to 2018

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7 8

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2018120143

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2018120143

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20143 20153 20163 20172 20181

Independent Board Chairman / Separate Chair-CEO 31% 30% 29% 30% 32%

Majority Vote to Elect Directors 57% 66% 51% 54% 62%

20143 20153 20163 20172 20181

Shareholder Right to Act by Written Consent 38% 39% 41% 45% 42%

Shareholder Right to Call Special Meeting 42% 43% 43% 42% 40%

Average % of Shareholder Support — Based on Votes Cast

Average % of Shareholder Support — Based on Votes Cast

Figure 5Proposals Relating to Board Issues – 2014 to 2018


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26 23

63

20163 20172 20181

61 2

49 7 3037

Total Proxy Access Proposals Enact Proxy Access Fix-it Proxy Access

20163 20172 20181

Passed Failed Average Support Passed Failed Average

Support Passed Failed Average Support

Total Proposals 31 32 50.0% 19 30 45.4% 4 33 33.0%

– Enact Proposals 31 30 50.3% 19 7 60.4% 4 3 56.4%

– Fix-it Proposals 0 2 41.9% 0 23 28.5% 0 30 27.5%

Figure 7Proposals Relating to Proxy Access – 2016 to 2018

1 2018 data is from S&P 1500 company annual meetings from 7/1/17 - 6/30/18 2 2017 data is from S&P 1500 company annual meetings from 7/1/16 - 6/30/17 3 2014-2016 data is from S&P 1500 company annual meetings from Jan 1 - June 30 of that particular year


2017 2018

Labor Unions (10.5%*) 25 28

Amalgamated Bank (LongView Fund) 1 0

American Federation of Labor and Congress of Industrial Organizations (AFL-CIO)

2 7

Association of BellTel Retirees Inc. 1 1

CTW Investment Group 1 0

Indiana Laborers' Pension Fund 0 1

International Brotherhood of Electrical Workers (IBEW)

3 1

International Brotherhood of Teamsters (TEAMSTERS)

7 11

Laborers District Council & Contractors Pension Fund of OH

0 1

Reserve Fund of the American Federation of Labor and Congress of Industrial Organizations

1 0

Service Employees International Union (SEIU Master Trust)

1 2

Sheet Metal Workers’ National Pension Fund 1 0

Southwest Regional Council of Carpenters Pension Fund

1 1

Trowel Trades (Large Cap Equity Index Fund) 1 2

UNITE HERE 1 1

United Auto Workers (UAW) 3 0

United Media Guild 1 0

Public Pensions (5.3%*) 27 14

California Public Employees' Retirement System (CalPERS)

1 1

California State Teachers' Retirement System (CalSTRS)

7 2

City of Philadelphia Public Employees Retirement System (PhiPERS)

0 1

Connecticut Retirement Plans & Trust Funds 0 2

New York City Pension Funds 17 5

New York State Common Retirement Fund 2 2

Vermont Office of the State Treasurer 0 1

Religious Organizations (3.0%*) 7 8

Congregation of Sisters of St. Agnes 1 0

Episcopal Church (The Domestic and Foreign Missionary Society of the Protestant Episcopal Church)

0 1

Interfaith Center on Corporate Responsibility 0 3

Mercy Investment Services 0 2

Nathan Cummings Foundation 1 1

Seattle Mennonite Church 1 0

Sisters of St. Francis of Philadelphia 3 1

Unitarian Universalist Association 1 0

2017 2018

Other Shareholder Groups (8.6%*) 22 23

As You Sow Foundation 0 1

AVGO 0 1

Clean Yield Asset Management 1 1

Comerica Bank & Trust 0 1

Dana Investment Advisors 0 1

Equality Network Foundation 4 0

GAMCO Asset Management Inc. 0 3

Greenlight Capital Inc. 2 0

Heartland Initiative Inc. 1 0

Humane Society of the United States 3 1

INVESTOR VOICE 1 0

KBS Realty Advisors 0 1

Kestrel Foundation 0 1

Land & Buildings Capital Growth Fund, LP 0 1

Marcato Capital Management LP 0 1

Marco Consulting Group Trust 2 0

Mercy For Animals 1 0

Needmor Fund 1 0

Northstar Asset Management Funded Pension Plan

1 1

Organization United for Respect 1 0

Pershing Square Holdings, Ltd. 0 1

Sonen Capital 1 0

Sum of Us 1 0

The Stephen M. Silberstein Revocable Trust 2 0

Trian Partners 0 1

Trillium Asset Management 0 1

Trinity Health 0 1

Voce Capital Management 0 1

Zevin Asset Management 0 4

Individual Shareholders (68.8%*) 126 183

Not Disclosed (3.8%*) 14 10

Total 221 266

* Percentages denote the total share of governance-related proposals sponsored by this type of investor.

Figure 8> Sponsorship of Governance Proposals – 2017 and 2018


As Percentage of Votes Cast

As Percentage of Shares Outstanding

Company Proposal Sponsor For Against Abstain For Against AbstainNon-Vote

3D Systems CorporationSpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Young, Myra 46.4% 49.1% 4.5% 18.8% 19.9% 1.8% 28.7%

Abbott Laboratories Require Independent Board Chairman Steiner, Kenneth 30.8% 68.6% 0.7% 23.3% 52.0% 0.5% 12.9%

AbbVie Inc.Executive Compensation - Report on Integrating Risks Related to Drug Pricing into Senior Executive Compensation

Zevin Asset Management / United Church Funds

21.6% 77.2% 1.3% 15.6% 55.9% 0.9% 16.4%

AbbVie Inc. Require Independent Board ChairmanDana Investment Advisors / Sisters of St. Joseph of the Third Order of St. Francis

38.4% 61.1% 0.5% 27.9% 44.3% 0.3% 16.4%

Abercrombie & Fitch Company Executive Compensation - Pro-rata Vesting of Equity AwardsInternational Brotherhood of Teamsters General Fund

31.8% 68.0% 0.2% 24.3% 52.0% 0.2% 11.3%

Advance Auto Parts Inc. Provide Right to Act by Written Consent Chevedden, John 27.8% 71.9% 0.3% 24.1% 62.5% 0.3% 5.2%

AECOMSpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 28.5% 70.8% 0.6% 23.9% 59.4% 0.5% 6.6%

Aetna Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 7.0% 91.8% 1.2% 5.5% 71.3% 0.9% 6.9%

Alaska Air Group Inc. Proxy Access Right - Amend Chevedden, John 30.0% 69.5% 0.6% 23.0% 53.2% 0.4% 13.6%Alexion Pharmaceuticals Inc. Require Independent Board Chairman Chevedden, John 32.5% 67.4% 0.2% 27.9% 57.9% 0.2% 3.1%Allegiant Travel Company Proxy Access Right - Adopt Chevedden, John 37.8% 61.9% 0.3% 35.3% 57.8% 0.3% 4.5%Allergan PLC Require Independent Board Chairman Chevedden, John 39.3% 53.7% 7.0% 31.1% 42.6% 5.5% 8.6%Alphabet Inc. Adopt Simple Majority Vote Chevedden, John 8.7% 91.2% 0.1% 7.6% 79.0% 0.1% 4.8%

Alphabet Inc. Approve Recapitalization Plan for all Stock to Have One-vote per ShareNorthstar Asset Management Funded Pension Plan

28.9% 71.0% 0.1% 25.1% 61.5% 0.1% 4.8%

Alphabet Inc.Executive Compensation - Assess Feasibility of Including Sustainability as a Performance Measure for Senior Executive Compensation

Zevin Asset Management 8.7% 91.0% 0.3% 7.5% 78.8% 0.3% 4.8%

Amazon.com Inc. Provide Vote Counting to Exclude Abstentions Not Disclosed 7.8% 92.0% 0.2% 5.6% 67.0% 0.2% 15.9%Amazon.com Inc. Require Independent Board Chairman Not Disclosed 25.8% 74.0% 0.2% 18.8% 53.9% 0.1% 15.9%American Airlines Group Inc. Special Meeting - Shareholders May Call Special Meeting (Dual Proposal) Chevedden, John 18.6% 81.2% 0.2% 14.6% 63.7% 0.1% 15.3%American Express Company Provide Right to Act by Written Consent Steiner, William 41.4% 58.4% 0.2% 33.4% 47.2% 0.2% 8.8%American Express Company Require Independent Board Chairman Young, Myra / Chevedden, John 35.3% 64.5% 0.2% 28.5% 52.1% 0.2% 8.8%

AmerisourceBergen Corporation (Holding Co)

Executive Compensation - Clawback of Incentive PaymentsConnecticut Retirement Plans & Trust Funds / UAW Retirees Medical Benefits Trust

34.0% 65.9% 0.1% 29.1% 56.5% 0.1% 6.9%


Require Independent Board ChairmanInternational Brotherhood of Teamsters General Fund

33.3% 66.5% 0.2% 28.5% 57.0% 0.2% 6.9%


Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Steiner, Kenneth 37.3% 62.6% 0.2% 31.9% 53.6% 0.1% 6.9%

Amgen Inc.Executive Compensation - Report on Integrating Risks Related to Drug Pricing into Senior Executive Compensation

Mercy Investment Services 25.5% 73.3% 1.2% 19.6% 56.2% 0.9% 14.3%

AMN Healthcare Services Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 43.9% 56.0% 0.2% 39.2% 49.9% 0.1% 5.7%

Amphenol CorporationSpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 36.7% 63.2% 0.1% 33.0% 56.8% 0.1% 2.6%

Anthem, Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 44.5% 54.1% 1.4% 36.7% 44.7% 1.1% 5.5%

Apple Inc. Establish Human Rights Committee Zhao, Jing 5.4% 91.8% 2.8% 3.2% 54.6% 1.7% 26.8%Apple Inc. Proxy Access Right - Amend McRitchie, James 31.8% 67.0% 1.2% 18.9% 39.8% 0.7% 26.8%Applied Materials Inc. Provide Right to Act by Written Consent Steiner, Kenneth 47.8% 51.7% 0.6% 34.7% 37.6% 0.4% 12.9%Archer-Daniels-Midland Company Require Independent Board Chairman Steiner, William 34.6% 64.9% 0.4% 28.2% 52.9% 0.4% 8.9%

Arconic Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Steiner, Kenneth 30.7% 69.0% 0.3% 23.4% 52.5% 0.3% 13.7%

AT&T Inc. Provide Right to Act by Written Consent Chevedden, John 38.0% 60.2% 1.8% 21.4% 33.9% 1.0% 25.4%AT&T Inc. Proxy Access Right - Amend Young, Myra 28.1% 70.1% 1.8% 15.8% 39.5% 1.0% 25.4%AT&T Inc. Require Independent Board Chairman Steiner, Kenneth 37.4% 61.1% 1.5% 21.1% 34.4% 0.8% 25.4%

Automatic Data Processing Inc.Repeal Amendments to the Company's By-Laws Adopted Without Stockholder Approval After August 2, 2016

Pershing Square Holdings, Ltd. 55.6% 43.3% 1.1% 41.0% 31.9% 0.8% 0.9%

AutoNation Inc. Require Independent Board Chairman Chevedden, John 28.5% 71.5% 0.1% 25.3% 63.5% 0.0% 5.4%Axon Enterprise Inc. Declassify the Board of Directors McRitchie, James 66.4% 32.3% 1.3% 46.0% 22.4% 0.9% 24.0%Bank of America Corporation Require Independent Board Chairman Steiner, Kenneth 30.4% 68.6% 1.1% 22.6% 51.0% 0.8% 14.2%Bank Of New York Mellon Corporation (The)

Provide Right to Act by Written Consent Steiner, Kenneth 45.5% 54.0% 0.6% 36.5% 43.3% 0.4% 7.2%

Baxter International Inc. Provide Right to Act by Written Consent Chevedden, John 41.6% 58.1% 0.3% 32.5% 45.4% 0.3% 9.6%Baxter International Inc. Require Independent Board Chairman Steiner, Kenneth 24.7% 71.9% 3.3% 19.3% 56.2% 2.6% 9.6%

Figure 9.1Governance Shareholder Proposal Voting Results Sorted by Company – 2018





BB&T CorporationSpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Steiner, Kenneth 46.5% 52.7% 0.8% 34.6% 39.3% 0.6% 13.8%

Becton, Dickinson and Company Proxy Access Right - Amend Steiner, Kenneth 27.5% 72.1% 0.4% 21.9% 57.3% 0.3% 9.6%Bel Fuse Inc. A Approve Conversion of Class A Stock GAMCO Asset Management Inc. 47.7% 49.7% 2.6% 38.7% 40.3% 2.1% 11.5%

Biogen Inc.Executive Compensation - Report on Integrating Risks Related to Drug Pricing into Senior Executive Compensation

Interfaith Center on Corporate Responsibility

27.8% 70.7% 1.6% 22.1% 56.2% 1.3% 6.9%

Biogen Inc. Proxy Access Right - Amend Young, Myra / McRitchie, James 28.4% 70.5% 1.1% 22.6% 56.1% 0.9% 6.9%

Boeing Company (The) Change Size of Board of DirectorsMcRitchie, James / Young, Myra / Chevedden, John

7.7% 91.4% 1.0% 5.4% 64.1% 0.7% 19.1%

Boeing Company (The) Require Independent Board Chairman Watt, David / Chevedden, John 24.9% 74.0% 1.1% 17.5% 51.9% 0.8% 19.1%

Boeing Company (The)Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 37.0% 62.0% 1.0% 25.9% 43.5% 0.7% 19.1%

Booking Holdings Inc. Require Independent Board Chairman Chevedden, John 35.5% 64.3% 0.2% 29.9% 54.1% 0.2% 4.8%BorgWarner Inc. Proxy Access Right - Amend Chevedden, John 31.0% 67.9% 1.1% 26.8% 58.9% 1.0% 5.6%

Bristol-Myers Squibb CompanyExecutive Compensation - Report on Integrating Risks Related to Drug Pricing into Senior Executive Compensation

Trinity Health 21.6% 73.8% 4.6% 15.2% 51.9% 3.2% 17.1%

Bristol-Myers Squibb CompanySpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

McRitchie, James 41.6% 57.7% 0.7% 29.3% 40.6% 0.5% 17.1%

Cardinal Health Inc. Require Independent Board ChairmanSteiner, Kenneth / The International Brotherhood of Teamsters General Fund

36.3% 63.4% 0.4% 30.5% 53.3% 0.3% 7.7%

Caterpillar Inc. Require Director Nominee with Human Rights Experience

Interfaith Center on Corporate Responsibility / The Domestic and Foreign Missionary Society of the Protestant Episcopal

4.8% 94.4% 0.8% 3.3% 64.8% 0.6% 19.0%

Caterpillar Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Young, Myra 33.1% 66.3% 0.6% 22.7% 45.5% 0.4% 19.0%

CBRE Group, Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 44.8% 55.2% 0.1% 38.1% 47.0% 0.1% 3.8%

Celgene Corporation Proxy Access Right - AmendMcRitchie, James / Young, Myra / Chevedden, John

33.9% 65.6% 0.5% 24.1% 46.6% 0.4% 13.5%

Celgene Corporation Require Independent Board Chairman Chevedden, John 48.0% 51.5% 0.5% 34.0% 36.6% 0.4% 13.5%

Charter Communications Inc.Executive Compensation - Prohibit Accelerated Vesting of Equity Awards Upon a Change in Control


12.9% 87.0% 0.1% 12.5% 84.6% 0.1% 2.8%

Charter Communications Inc. Proxy Access Right - Adopt New York City Pension Funds 38.7% 61.1% 0.2% 37.7% 59.4% 0.2% 2.8%

Charter Communications Inc. Require Independent Board ChairmanTrowel Trades (Large Cap Equity Index Fund)

20.4% 77.5% 2.1% 19.8% 75.3% 2.1% 2.8%

Chemed Corp. Proxy Access Right - Amend Chevedden, John 26.2% 69.2% 4.6% 23.9% 62.9% 4.2% 5.1%Chevron Corporation Require Director Nominee with Environmental Experience Vermont Office of the State Treasurer 26.1% 72.6% 1.3% 17.7% 49.1% 0.9% 17.4%

Chevron Corporation Require Independent Board ChairmanZevin Asset Management / Vermont Office of the State Treasurer

23.8% 75.5% 0.7% 16.1% 51.1% 0.5% 17.4%

Chevron CorporationSpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Not Disclosed 33.4% 65.1% 1.5% 22.6% 44.1% 1.0% 17.4%

Citigroup Inc.Executive Compensation - Prohibit Accelerated Vesting of Awards to Pursue Government Service


35.2% 64.6% 0.3% 26.5% 48.7% 0.2% 10.4%

Citigroup Inc. Provide for Cumulative Voting McRitchie, James / Young, Myra 6.7% 93.1% 0.3% 5.0% 70.2% 0.2% 10.4%Citigroup Inc. Proxy Access Right - Amend Chevedden, John 32.4% 67.3% 0.3% 24.4% 50.7% 0.3% 10.4%

Citigroup Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Steiner, Kenneth / Chevedden, John 49.8% 50.0% 0.2% 37.6% 37.7% 0.2% 10.4%

Clorox Company (The) Proxy Access Right - Amend Not Disclosed 31.6% 66.6% 1.8% 21.5% 45.2% 1.2% 20.5%Cognizant Technology Solutions Corporation

Provide Right to Act by Written ConsentMcRitchie, James / Young, Myra / Chevedden, John

46.2% 52.3% 1.5% 37.3% 42.2% 1.2% 6.8%

Cognizant Technology Solutions Corporation


Chevedden, John 56.6% 42.1% 1.4% 45.6% 33.9% 1.1% 6.8%

Colgate-Palmolive CompanySpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 47.5% 51.8% 0.8% 34.4% 37.6% 0.6% 12.3%

ConocoPhillipsExecutive Compensation - Use GAAP for Executive Compensation Metrics


5.2% 94.0% 0.8% 3.7% 67.8% 0.6% 16.5%

Costco Wholesale Corporation Adopt Simple Majority Vote McRitchie, James 86.5% 13.1% 0.4% 58.9% 8.9% 0.2% 16.5%

Cummins Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 50.4% 49.1% 0.6% 37.6% 36.7% 0.4% 11.8%






CVS Health Corp Provide For Confidential Running Vote Tallies On Executive Pay Matters Steiner, William 4.2% 95.1% 0.7% 3.2% 72.9% 0.6% 10.4%

Dana Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 48.6% 51.3% 0.1% 41.5% 43.7% 0.1% 5.1%

Danaher CorporationSpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 44.2% 55.4% 0.4% 36.9% 46.2% 0.3% 5.6%

DaVita Inc. Proxy Access Right - Amend Young, Myra / McRitchie, James 19.0% 80.9% 0.2% 15.0% 64.1% 0.2% 7.5%

Deckers Outdoor CorporationRepeal Amendments to the Company's By-Laws Adopted Without Stockholder Approval After May 24, 2016

Marcato Capital Management LP 50.6% 48.7% 0.8% 44.8% 43.1% 0.7% 0.0%

Deere & CompanySpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 28.1% 71.0% 0.9% 20.7% 52.3% 0.7% 14.5%

Devon Energy Corporation Provide Right to Act by Written Consent Chevedden, John 46.0% 53.8% 0.3% 33.8% 39.6% 0.2% 12.8%Dillard's Inc. Require Independent Board Chairman Humane Society of the United States 31.6% 67.8% 0.6% 27.0% 58.0% 0.5% 4.6%Discover Financial Services Adopt Simple Majority Vote Young, Myra 79.2% 20.6% 0.2% 66.0% 17.2% 0.2% 8.7%Dominion Energy Inc. Provide Right to Act by Written Consent Chevedden, John 42.1% 56.9% 1.0% 28.7% 38.8% 0.7% 16.6%DowDuPont Inc. Eliminate/Reduce Supermajority Vote Requirement Steiner, Kenneth 71.0% 28.1% 1.0% 51.6% 20.4% 0.7% 13.9%

DowDuPont Inc.Executive Compensation - Assess Feasibility of Including Sustainability as a Performance Measure for Senior Executive Compensation

As You Sow Foundation 7.7% 91.3% 1.0% 5.6% 66.3% 0.8% 13.9%

DowDuPont Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Not Disclosed 37.6% 61.5% 0.9% 27.3% 44.7% 0.7% 13.9%

DTE Energy CompanySpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 32.6% 66.5% 0.9% 22.1% 45.1% 0.6% 12.8%

Eastman Chemical Company Provide Right to Act by Written Consent Chevedden, John 49.7% 49.7% 0.6% 39.2% 39.2% 0.5% 7.7%

Ecolab Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 12.4% 86.9% 0.7% 10.2% 71.1% 0.6% 7.7%

Edison International Proxy Access Right - Amend Chevedden, John 34.0% 65.2% 0.8% 25.8% 49.5% 0.6% 9.6%Edwards Lifesciences Corporation Provide Right to Act by Written Consent Chevedden, John 23.6% 75.8% 0.5% 18.9% 60.6% 0.4% 7.8%

Eli Lilly and CompanyExecutive Compensation - Report on Integrating Risks Related to Drug Pricing into Senior Executive Compensation

Mercy Investment Services / UAW Retirees Medical Benefits Trust

17.7% 81.7% 0.7% 13.3% 61.3% 0.5% 10.3%

EMCOR Group Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 39.8% 60.2% 0.0% 34.9% 52.9% 0.0% 3.8%

Emerson Electric Company Require Independent Board Chairman Not Disclosed 44.0% 51.2% 4.8% 31.9% 37.2% 3.5% 16.1%Equinix Inc. Proxy Access Right - Amend Chevedden, John 29.8% 70.0% 0.2% 25.7% 60.5% 0.2% 4.0%Expeditors International of Washington Inc.

Executive Compensation - Assess Feasibility of Including Sustainability as a Performance Measure for Senior Executive Compensation

Clean Yield Asset Management / Zevin Asset Management

18.0% 81.6% 0.4% 15.0% 68.3% 0.4% 7.4%

Expeditors International of Washington Inc.

Proxy Access Right - Amend Chevedden, John 30.5% 69.4% 0.1% 25.5% 58.1% 0.1% 7.4%

Exxon Mobil Corporation Require Independent Board ChairmanKestrel Foundation / Vermont Office of the State Treasurer

38.3% 60.7% 1.0% 24.6% 39.1% 0.7% 21.1%

Exxon Mobil CorporationSpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Steiner, Kenneth 35.5% 63.3% 1.2% 22.9% 40.7% 0.8% 21.1%

Facebook Inc. Adopt Simple Majority Vote McRitchie, James 20.7% 79.2% 0.1% 16.9% 64.8% 0.1% 6.0%Facebook Inc. Approve Recapitalization Plan for all Stock to Have One-vote per Share Indiana Laborers' Pension Fund 21.3% 78.6% 0.1% 17.4% 64.3% 0.1% 6.0%Facebook Inc. Establish Board Committee on Risk Management Trillium Asset Management 11.5% 88.3% 0.2% 9.4% 72.2% 0.2% 6.0%FedEx Corporation Provide For Confidential Running Vote Tallies On Executive Pay Matters Chevedden, John 4.1% 95.6% 0.3% 3.2% 75.5% 0.2% 9.7%FedEx Corporation Proxy Access Right - Amend Young, Myra 24.5% 74.9% 0.6% 19.3% 59.2% 0.5% 9.7%

FirstEnergy CorporationSpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 38.2% 60.9% 0.9% 30.6% 48.8% 0.7% 9.8%

Fiserv Inc. Provide For Confidential Running Vote Tallies On Executive Pay Matters Chevedden, John 2.9% 96.7% 0.4% 2.4% 79.1% 0.4% 10.4%FleetCor Technologies Inc. Declassify the Board of Directors Chevedden, John 88.4% 11.6% 0.0% 73.6% 9.7% 0.0% 4.5%Flowers Foods Inc. Require Independent Board Chairman Not Disclosed 21.6% 77.7% 0.7% 17.6% 63.1% 0.5% 12.7%Flowserve Corporation Provide Right to Act by Written Consent Chevedden, John 43.9% 55.9% 0.1% 38.9% 49.5% 0.1% 4.6%Ford Motor Company Approve Recapitalization Plan for all Stock to Have One-vote per Share Chevedden, John 35.9% 63.5% 0.6% 25.9% 45.8% 0.5% 20.5%

General Dynamics CorporationSpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 40.9% 58.9% 0.2% 34.4% 49.5% 0.2% 8.7%

General Electric CompanyExecutive Compensation - Adjust Executive Compensation Metrics for Share Buybacks

Young, Myra 6.5% 92.6% 1.0% 3.6% 51.5% 0.5% 18.6%

General Electric Company Provide for Cumulative Voting Harangozo, Martin 12.6% 86.3% 1.1% 7.0% 48.0% 0.6% 18.6%General Electric Company Provide Right to Act by Written Consent Steiner, William 25.6% 73.3% 1.1% 14.2% 40.8% 0.6% 18.6%General Electric Company Report on Stock Buybacks Rocheleou, Dennis 5.6% 93.7% 0.8% 3.1% 52.1% 0.4% 18.6%General Electric Company Require Independent Board Chairman Steiner, Kenneth 40.8% 58.3% 0.9% 22.7% 32.4% 0.5% 18.6%General Motors Company Provide Right to Act by Written Consent Chevedden, John 38.0% 61.7% 0.3% 27.3% 44.4% 0.3% 12.6%General Motors Company Require Independent Board Chairman Dollinger, James 35.4% 64.4% 0.3% 25.5% 46.3% 0.2% 12.6%Geo Group Inc. (The) Proxy Access Right - Amend Friedmann, Alex 27.0% 72.3% 0.7% 23.1% 61.8% 0.6% 8.7%






Gilead Sciences Inc. Provide Right to Act by Written Consent McRitchie, James 50.5% 48.8% 0.7% 37.2% 35.9% 0.5% 12.4%Gilead Sciences Inc. Require Independent Board Chairman Chevedden, John 44.5% 54.9% 0.6% 32.7% 40.4% 0.4% 12.4%Goldman Sachs Group Inc. (The) Proxy Access Right - Amend Young, Myra / McRitchie, James 26.9% 72.4% 0.7% 20.9% 56.1% 0.5% 11.7%

Guess? Inc.Executive Compensation - Submit Severance Agreement (Change-in-Control) to Shareholder Vote

New York State Common Retirement Fund

37.1% 62.8% 0.1% 33.6% 56.9% 0.1% 3.8%

H&R Block Inc. Proxy Access Right - Amend Steiner, Kenneth / Chevedden, John 32.7% 65.7% 1.7% 24.9% 50.1% 1.3% 7.4%Haemonetics Corporation Eliminate/Reduce Supermajority Vote Requirement Steiner, William 79.9% 15.4% 4.8% 73.5% 14.1% 4.4% 3.2%

Hasbro Inc. Executive Compensation - Clawback of Incentive PaymentsTrowel Trades (Large Cap Equity Index Fund)

43.5% 55.9% 0.6% 35.2% 45.2% 0.5% 9.3%

Hewlett Packard Enterprise Co Provide Right to Act by Written Consent Chevedden, John 47.6% 52.1% 0.3% 37.3% 40.8% 0.3% 11.9%

Home Depot Inc. (The) Executive Compensation - Clawback of Incentive PaymentsInternational Brotherhood of Teamsters General Fund

43.3% 56.2% 0.5% 30.5% 39.6% 0.4% 17.3%

Home Depot Inc. (The)Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 43.8% 55.8% 0.4% 30.9% 39.3% 0.3% 17.3%

Honeywell International Inc. Require Independent Board ChairmanInternational Brotherhood of Teamsters General Fund

16.6% 82.7% 0.7% 12.9% 64.3% 0.5% 11.7%

Hospitality Properties Trust Proxy Access Right - Adopt New York City Pension Funds 84.5% 14.9% 0.6% 66.1% 11.7% 0.5% 15.9%Hospitality Properties Trust Require a Majority Vote for the Election of Directors UNITE HERE 89.2% 10.2% 0.6% 69.8% 8.0% 0.5% 15.9%HP Inc. Provide Right to Act by Written Consent Chevedden, John 50.4% 49.2% 0.3% 37.4% 36.5% 0.3% 12.2%Huntington Ingalls Industries Inc. Provide Right to Act by Written Consent Chevedden, John 38.4% 61.3% 0.3% 30.2% 48.2% 0.2% 9.0%

Illinois Tool Works Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 37.6% 61.6% 0.9% 29.9% 49.0% 0.7% 10.1%

Illumina Inc. Declassify the Board of Directors McRitchie, James 84.6% 15.1% 0.3% 71.7% 12.8% 0.3% 6.6%Intel Corporation Provide Right to Act by Written Consent Young, Myra / Chevedden, John 40.1% 59.3% 0.7% 27.8% 41.1% 0.5% 18.3%Intel Corporation Require Independent Board Chairman Young, Myra 29.7% 69.7% 0.6% 20.6% 48.4% 0.4% 18.3%

Inter Parfums Inc. Require a Majority Vote for the Election of DirectorsCalifornia State Teachers' Retirement System (CalSTRS)

48.7% 51.1% 0.2% 46.3% 48.6% 0.2% 0.0%

International Business Machines Corporation (IBM)

Require Independent Board Chairman Steiner, Kenneth 41.3% 57.3% 1.4% 25.1% 34.7% 0.8% 19.3%



Chevedden, John 43.5% 55.1% 1.4% 26.4% 33.4% 0.8% 19.3%

International Paper CompanySpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Steiner, Kenneth 44.8% 54.7% 0.5% 34.7% 42.3% 0.4% 13.8%

Interpublic Group of Companies Inc. (The)


Invesco Ltd Eliminate/Reduce Supermajority Vote Requirement McRitchie, James 79.0% 18.7% 2.3% 59.2% 14.0% 1.8% 10.1%

Johnson & JohnsonExecutive Compensation - Include Legal or Compliance Costs as a Performance Metric for Senior Executive Compensation


17.6% 81.7% 0.7% 12.1% 55.9% 0.5% 16.8%

Johnson & JohnsonSpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Steiner, William / Chevedden, John 46.1% 53.2% 0.8% 31.5% 36.4% 0.5% 16.8%

JP Morgan Chase & CoExecutive Compensation - Prohibit Accelerated Vesting of Awards to Pursue Government Service


29.0% 70.0% 1.0% 22.1% 53.2% 0.7% 12.4%

JP Morgan Chase & Co Provide for Cumulative Voting Steiner, William 8.6% 90.6% 0.8% 6.6% 68.9% 0.6% 12.4%JP Morgan Chase & Co Require Independent Board Chairman Chevedden, John 33.4% 65.8% 0.8% 25.4% 50.0% 0.6% 12.4%Kaman Corporation Effectuate a Tax-Deferred Spin-Off GAMCO Asset Management Inc. 21.5% 77.5% 1.0% 18.8% 67.6% 0.9% 5.7%Kaman Corporation Eliminate/Reduce Supermajority Vote Requirement Chevedden, John 58.9% 40.6% 0.5% 51.4% 35.4% 0.4% 5.7%

Kaman Corporation Require a Majority Vote for the Election of DirectorsSouthwest Regional Council of Carpenters Pension Fund

39.1% 60.6% 0.4% 34.1% 52.8% 0.4% 5.7%

Kansas City Southern Provide Right to Act by Written Consent Young, Myra / McRitchie, James 52.5% 47.1% 0.4% 42.1% 37.7% 0.3% 8.4%

KeyCorpSpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Steiner, Kenneth 47.5% 52.1% 0.5% 37.8% 41.4% 0.4% 8.9%

Knight-Swift Transportation Holdings Inc.

Require Independent Board Chairman Chevedden, John 30.4% 69.5% 0.1% 27.6% 63.1% 0.1% 3.1%

Kohl's Corporation Provide Right to Act by Written Consent Chevedden, John 11.7% 88.0% 0.4% 9.0% 68.0% 0.3% 10.8%Kroger Company (The) Require Independent Board Chairman Steiner, William 26.8% 72.4% 0.8% 20.7% 55.7% 0.6% 12.8%L3 Technologies Inc. Provide Right to Act by Written Consent Chevedden, John 86.0% 13.5% 0.4% 70.4% 11.1% 0.4% 8.2%Lennar Corporation Approve Conversion of Class B Stock GAMCO Asset Management Inc. 14.3% 85.6% 0.1% 10.9% 65.1% 0.1% 3.9%Lennar Corporation Approve Recapitalization Plan for all Stock to Have One-vote per Share Chevedden, John 36.3% 63.5% 0.1% 27.6% 48.3% 0.1% 3.9%Lennar Corporation Establish Term Limits for Directors Steiner, William 1.1% 98.8% 0.2% 0.8% 75.1% 0.1% 3.9%

Lincoln National CorporationSpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Steiner, Kenneth 51.2% 48.2% 0.6% 40.2% 37.9% 0.5% 9.8%

Lockheed Martin Corporation Provide Right to Act by Written Consent Chevedden, John 40.2% 58.0% 1.9% 31.5% 45.5% 1.5% 13.5%






Lowe's Companies Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 45.5% 52.4% 2.1% 34.1% 39.2% 1.6% 14.7%

Marathon Petroleum CorporationSpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 49.4% 50.0% 0.6% 35.3% 35.8% 0.4% 11.5%

Marriott International Adopt Simple Majority VoteAmerican Federation of Labor and Congress of Industrial Organizations (AFL-CIO)

64.9% 34.5% 0.7% 51.9% 27.6% 0.5% 10.6%

Marriott International Special Meeting - Shareholders May Call Special Meeting (Dual Proposal) Young, Myra 34.4% 65.0% 0.6% 27.5% 52.0% 0.5% 10.6%Mattel Inc. Require Independent Board Chairman Chevedden, John 28.8% 69.2% 2.1% 24.2% 58.1% 1.8% 9.1%McDonald's Corporation Provide Right to Act by Written Consent Chevedden, John 42.0% 57.4% 0.7% 28.8% 39.4% 0.5% 16.3%McKesson Corporation Provide Right to Act by Written Consent Chevedden, John 46.2% 52.7% 1.1% 36.5% 41.6% 0.9% 8.9%

McKesson Corporation Require Independent Board ChairmanInternational Brotherhood of Teamsters General Fund

40.1% 59.4% 0.5% 31.7% 46.9% 0.4% 8.9%

Merck & Company Inc. Provide Right to Act by Written Consent Steiner, Kenneth 44.6% 54.8% 0.7% 32.2% 39.6% 0.5% 14.0%MetLife Inc. Require Independent Board Chairman Steiner, William 30.1% 69.7% 0.2% 26.1% 60.4% 0.1% 6.2%Monsanto Company Establish Human Rights Committee Harrington, John 5.9% 92.4% 1.7% 4.2% 66.3% 1.2% 8.3%

Moody's Corporation Executive Compensation - Clawback of Incentive PaymentsInternational Brotherhood of Electrical Workers

35.5% 61.0% 3.6% 29.9% 51.3% 3.0% 5.5%

Morgan StanleyExecutive Compensation - Prohibit Accelerated Vesting of Awards to Pursue Government Service


19.9% 79.5% 0.6% 17.1% 68.0% 0.5% 7.1%

Motorola Solutions Inc. Require Director Nominee with Human Rights ExperienceEpiscopal Church / The Domestic and Foreign Missionary Society of the Protestant Episcopal Church

10.0% 86.8% 3.2% 7.8% 67.7% 2.5% 11.6%

Nasdaq Inc. Provide Right to Act by Written Consent Steiner, Kenneth 46.9% 52.9% 0.1% 28.6% 32.3% 0.1% 5.1%

Natus Medical IncorporatedRepeal Amendments to the Company's By-laws Adopted Without Stockholder Approval Since March 22, 2012

Voce Capital Management 84.5% 14.0% 1.5% 74.4% 12.4% 1.3% 2.4%

NetApp Inc. Proxy Access Right - Adopt New York City Pension Funds 90.6% 7.6% 1.8% 73.6% 6.1% 1.5% 8.7%

Netflix Inc. Adopt Simple Majority VoteCalifornia State Teachers' Retirement System (CalSTRS)

84.6% 15.2% 0.3% 59.7% 10.7% 0.2% 17.9%

Netflix Inc. Executive Compensation - Clawback of Incentive PaymentsCity of Philadelphia Public Employees Retirement System (PhiPERS)

36.6% 60.0% 3.5% 25.8% 42.3% 2.4% 17.9%

Netflix Inc. Provide Right to Act by Written Consent Chevedden, John 52.2% 47.6% 0.3% 36.8% 33.6% 0.2% 17.9%Netflix Inc. Proxy Access Right - Adopt New York City Pension Funds 57.7% 42.0% 0.3% 40.7% 29.6% 0.2% 17.9%

Netflix Inc. Require a Majority Vote for the Election of DirectorsService Employees International Union (SEIU Master Trust)

71.5% 28.3% 0.3% 50.4% 19.9% 0.2% 17.9%

Netflix Inc. Special Meeting - Shareholders May Call Special Meeting Young, Myra 57.2% 42.5% 0.3% 40.4% 30.0% 0.2% 17.9%Newell Brands Inc. Provide Right to Act by Written Consent Chevedden, John 49.6% 49.4% 1.0% 39.6% 39.4% 0.8% 7.5%Nextera Energy, Inc. Provide Right to Act by Written Consent Young, Myra 42.4% 56.8% 0.9% 33.4% 44.7% 0.7% 12.0%NiSource, Inc. Provide Right to Act by Written Consent Chevedden, John 35.3% 64.0% 0.7% 29.3% 53.2% 0.5% 7.2%Norfolk Southern Corporation Provide Right to Act by Written Consent Chevedden, John 41.8% 57.4% 0.8% 30.2% 41.4% 0.6% 14.4%

Northrop Grumman CorporationSpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 37.8% 61.0% 1.2% 29.9% 48.2% 1.0% 11.3%

OGE Energy Corporation Special Meeting - Shareholders May Call Special Meeting Chevedden, John 40.7% 58.1% 1.2% 25.5% 36.4% 0.8% 17.3%Old Republic International Corporation

Proxy Access Right - AdoptCalifornia Public Employees' Retirement System (CalPERS)

77.0% 22.4% 0.6% 58.3% 17.0% 0.4% 13.1%

Omnicom Group Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 50.2% 49.6% 0.2% 42.2% 41.7% 0.2% 6.0%

Oracle Corporation Proxy Access Right - Amend Steiner, Kenneth 22.5% 77.3% 0.2% 18.8% 64.6% 0.2% 8.7%

O'Reilly Automotive Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 41.0% 58.5% 0.5% 33.5% 47.7% 0.4% 9.2%

Oshkosh Corporation Proxy Access Right - Amend Chevedden, John 28.0% 71.8% 0.2% 24.1% 61.6% 0.2% 6.6%

PACCAR Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 30.3% 68.6% 1.1% 26.1% 59.1% 1.0% 0.0%

PayPal Holdings Inc. Proxy Access Right - Amend Chevedden, John 24.9% 74.8% 0.3% 19.3% 57.9% 0.2% 10.7%

Pepsico Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John / Steiner, Kenneth 47.6% 51.4% 1.0% 34.7% 37.5% 0.7% 15.2%

Pfizer Inc. Provide Right to Act by Written Consent Chevedden, John 36.0% 63.2% 0.8% 25.4% 44.6% 0.6% 15.5%Pfizer Inc. Require Independent Board Chairman Sisters of St. Francis, Philadelphia 25.4% 73.9% 0.7% 17.9% 52.1% 0.5% 15.5%PG&E Corp Proxy Access Right - Amend Chevedden, John 26.5% 73.1% 0.4% 19.7% 54.6% 0.3% 8.3%






PNM Resources Inc. (Holding Co.) Require Independent Board ChairmanMax & Anna Levinson Foundation / Miller Howard Investments / Hamada, Helen / Miller, Lowell G.

12.3% 83.7% 4.1% 7.0% 47.6% 2.3% 4.2%

Procter & Gamble Company (The) Repeal Any Amendments to Code of Regulations Adopted After April 8, 2016 Trian Partners 50.3% 46.6% 3.0% 37.6% 34.9% 2.3% 0.9%Progenics Pharmaceuticals Inc. Proxy Access Right - Amend McRitchie, James 13.4% 85.8% 0.8% 8.4% 53.5% 0.5% 25.8%Prudential Financial Inc. Require Independent Board Chairman Chevedden, John 39.4% 59.8% 0.8% 25.4% 38.5% 0.5% 9.5%

QUALCOMM IncorporatedRepeal Amendments to the Company's By-laws Adopted Without Stockholder Approval After July 15, 2016

AVGO 36.9% 60.8% 2.4% 28.7% 47.3% 1.8% 0.0%

Raytheon Company Proxy Access Right - Amend Chevedden, John 35.9% 62.9% 1.2% 26.3% 46.0% 0.9% 14.1%Reliance Steel & Aluminum Co. Proxy Access Right - Amend Chevedden, John 28.3% 71.5% 0.2% 23.4% 59.1% 0.1% 7.7%Ryder System Inc. Eliminate/Reduce Supermajority Vote Requirement Chevedden, John 74.8% 24.8% 0.3% 62.0% 20.6% 0.3% 6.2%Salesforce.com Inc. Eliminate/Reduce Supermajority Vote Requirement McRitchie, James / Young, Myra 79.9% 19.9% 0.1% 65.3% 16.3% 0.1% 8.8%

Sanderson Farms Inc. Require Independent Board ChairmanService Employees International Union (SEIU Master Trust)

43.3% 53.2% 3.6% 36.1% 44.3% 3.0% 6.8%

Sempra Energy Proxy Access Right - Amend Chevedden, John 19.7% 79.8% 0.5% 16.4% 66.5% 0.5% 8.9%

Service Corp International Require Independent Board ChairmanInternational Brotherhood of Teamsters General Fund

40.5% 59.2% 0.4% 34.0% 49.7% 0.3% 8.2%

Simon Property Group Inc.Executive Compensation - Submit Severance Agreement (Change-in-Control) to Shareholder Vote


4.5% 95.3% 0.2% 3.8% 81.1% 0.2% 3.7%

Southern Company (The) Proxy Access Right - Amend Chevedden, John 20.0% 78.2% 1.8% 12.0% 46.7% 1.1% 24.0%Southwest Airlines Company Provide Right to Act by Written Consent Chevedden, John 15.4% 83.8% 0.8% 12.3% 67.0% 0.7% 13.3%Southwest Airlines Company Require Independent Board Chairman Steiner, Kenneth 37.1% 62.5% 0.5% 29.7% 50.0% 0.4% 13.3%Starbucks Corporation Proxy Access Right - Amend Young, Myra / McRitchie, James 32.5% 66.8% 0.7% 22.3% 45.8% 0.5% 19.9%

Stericycle Inc. Executive Compensation - Pro-rata Vesting of Equity AwardsInternational Brotherhood of Teamsters General Fund

42.9% 56.7% 0.5% 36.4% 48.1% 0.4% 6.2%

Stericycle Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 43.1% 56.6% 0.4% 36.6% 48.0% 0.3% 6.2%

Symantec CorporationExecutive Compensation - Adopt Share Retention Policy For Senior Executives

Not Disclosed 3.7% 95.9% 0.4% 3.1% 80.2% 0.3% 7.4%

Symantec Corporation Provide For Confidential Running Vote Tallies On Executive Pay Matters Not Disclosed 2.2% 97.6% 0.2% 1.9% 81.7% 0.1% 7.4%

Sysco CorporationExecutive Compensation - Limit Accelerated Vesting of Equity Awards Upon a Change in Control

International Brotherhood of Teamsters General Fund

36.0% 63.5% 0.6% 27.5% 48.5% 0.5% 13.9%

Target Corporation Require Independent Board Chairman Chevedden, John 28.2% 71.0% 0.8% 21.7% 54.8% 0.6% 13.0%

Taubman Centers Inc. Approve Recapitalization Plan for all Stock to Have One-vote per ShareLand & Buildings Capital Growth Fund, LP

40.8% 58.9% 0.3% 37.9% 54.7% 0.3% 0.2%

Telephone & Data Systems Inc. Approve Recapitalization Plan for all Stock to Have One-vote per Share Steiner, Kenneth 29.3% 70.6% 0.1% 27.5% 66.2% 0.1% 2.7%

Tenet Healthcare Corporation Require Independent Board ChairmanInternational Brotherhood of Teamsters - GCC IBT Benevolent Trust Fund

19.1% 80.5% 0.3% 15.3% 64.6% 0.3% 10.4%

Textron Inc. Establish Term Limits for Directors Steiner, William 5.4% 93.7% 0.9% 4.7% 81.6% 0.7% 7.3%Textron Inc. Provide Right to Act by Written Consent Steiner, Kenneth 39.3% 59.5% 1.3% 34.2% 51.8% 1.1% 7.3%

The Dun & Bradstreet CorporationSpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 41.3% 58.2% 0.4% 34.9% 49.1% 0.4% 6.0%

TJX Companies Inc. (The) Executive Compensation - Clawback of Incentive Payments Comerica Bank & Trust 48.1% 51.8% 0.2% 40.1% 43.2% 0.2% 5.8%Twenty-First Century Fox, Inc. Approve Elimination of the Company's Dual Class Capital Structure Nathan Cummings Foundation 43.2% 56.8% 0.1% 39.3% 51.7% 0.1% 1.9%Twitter, Inc. Establish International Policy Board Committee Zhao, Jing 2.9% 96.8% 0.4% 1.7% 58.6% 0.2% 23.0%Union Pacific Corporation Require Independent Board Chairman Chevedden, John 27.8% 71.8% 0.4% 21.9% 56.4% 0.3% 11.3%

United Continental Holdings Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 24.5% 75.2% 0.3% 20.9% 63.9% 0.3% 7.1%

United Natural Foods Inc.Executive Compensation - Submit Severance Agreement (Change-in-Control) to Shareholder Vote


46.2% 53.5% 0.3% 39.6% 45.8% 0.2% 5.2%

United Natural Foods Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

McRitchie, James 47.8% 52.0% 0.2% 40.9% 44.5% 0.2% 5.2%

United Parcel Service Inc. Approve Recapitalization Plan for all Stock to Have One-vote per Share Chevedden, John 27.7% 69.4% 2.9% 19.2% 48.1% 2.0% 5.1%

United Parcel Service Inc.Executive Compensation - Assess Feasibility of Including Sustainability as a Performance Measure for Senior Executive Compensation


United Rentals Inc. Provide Right to Act by Written Consent Chevedden, John 47.0% 52.5% 0.4% 36.1% 40.4% 0.3% 8.8%

United Technologies CorporationSpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Young, Myra 46.8% 52.3% 1.0% 36.2% 40.4% 0.8% 12.0%

Universal Health Services, Inc. Proxy Access Right - Adopt New York City Pension Funds 8.4% 91.4% 0.2% 5.9% 63.6% 0.2% 0.4%Valley National Bancorp Special Meeting - Shareholders May Call Special Meeting Steiner, Kenneth 31.1% 67.3% 1.6% 19.9% 43.1% 1.0% 18.5%

VeriSign Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 29.8% 70.0% 0.2% 25.0% 58.7% 0.1% 6.6%






Verizon Communications Inc. Executive Compensation - Clawback of Incentive Payments Cohen, Jack / Cohen, Ilene 35.0% 63.9% 1.0% 23.8% 43.5% 0.7% 18.7%Verizon Communications Inc. Executive Compensation - Submit SERP to Shareholder Vote Association of BellTel Retirees Inc. 27.7% 71.1% 1.2% 18.8% 48.4% 0.8% 18.7%

Verizon Communications Inc. Require Independent Board ChairmanAmerican Federation of Labor and Congress of Industrial Organizations (AFL-CIO)

47.2% 51.9% 1.0% 32.1% 35.3% 0.7% 18.7%

Verizon Communications Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Steiner, Kenneth 45.5% 53.5% 1.0% 31.0% 36.4% 0.7% 18.7%

Vista Outdoor Inc. Declassify the Board of DirectorsConnecticut Retirement Plans & Trust Funds

94.3% 5.6% 0.2% 74.6% 4.4% 0.1% 8.0%

Walgreens Boots Alliance Inc. Proxy Access Right - Amend Steiner, Kenneth 21.9% 73.9% 4.2% 16.7% 56.2% 3.2% 12.7%

Walgreens Boots Alliance Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 36.7% 62.9% 0.4% 27.9% 47.8% 0.3% 12.7%

Walmart Inc. Require Independent Board Chairman Not Disclosed 16.1% 83.7% 0.2% 13.7% 71.2% 0.2% 8.5%Walt Disney Company (The) Proxy Access Right - Amend McRitchie, James 27.2% 71.9% 0.9% 18.7% 49.4% 0.6% 17.0%

Waste Management Inc. Executive Compensation - Pro-rata Vesting of Equity AwardsInternational Brotherhood of Teamsters General Fund

38.0% 61.6% 0.5% 27.5% 44.7% 0.4% 15.2%

Wells Fargo & CompanyExecutive Compensation - Reform Executive Compensation Policy with Social Responsibility

Zhao, Jing 6.0% 93.2% 0.8% 4.8% 75.1% 0.6% 9.3%

Wells Fargo & CompanyExecutive Compensation - Report on Incentive-Based Compensation and Risks of Material Losses


21.7% 77.4% 0.8% 17.5% 62.4% 0.7% 9.3%

Wells Fargo & CompanySpecial Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 36.1% 63.3% 0.7% 29.1% 50.9% 0.5% 9.3%

Whitestone REIT Declassify the Board of Directors KBS Realty Advisors 81.3% 12.3% 6.4% 54.4% 8.2% 4.3% 2.3%

Xylem Inc.Special Meeting - Reduce Ownership Threshold for Shareholders to Call Special Meeting

Chevedden, John 42.9% 56.9% 0.3% 34.6% 45.9% 0.2% 6.8%



Figure 9.2Governance Shareholder Proposal Voting Results Sorted by Proposal – 2018




Alphabet Inc. Adopt Simple Majority Vote Chevedden, John 8.7% 91.2% 0.1% 7.6% 79.0% 0.1% 4.8%Costco Wholesale Corporation Adopt Simple Majority Vote McRitchie, James 86.5% 13.1% 0.4% 58.9% 8.9% 0.2% 16.5%Discover Financial Services Adopt Simple Majority Vote Young, Myra 79.2% 20.6% 0.2% 66.0% 17.2% 0.2% 8.7%Facebook Inc. Adopt Simple Majority Vote McRitchie, James 20.7% 79.2% 0.1% 16.9% 64.8% 0.1% 6.0%


64.9% 34.5% 0.7% 51.9% 27.6% 0.5% 10.6%


84.6% 15.2% 0.3% 59.7% 10.7% 0.2% 17.9%

Bel Fuse Inc. A Approve Conversion of Class A Stock GAMCO Asset Management Inc. 47.7% 49.7% 2.6% 38.7% 40.3% 2.1% 11.5%Lennar Corporation Approve Conversion of Class B Stock GAMCO Asset Management Inc. 14.3% 85.6% 0.1% 10.9% 65.1% 0.1% 3.9%Twenty-First Century Fox, Inc. Approve Elimination of the Company's Dual Class Capital Structure Nathan Cummings Foundation 43.2% 56.8% 0.1% 39.3% 51.7% 0.1% 1.9%


28.9% 71.0% 0.1% 25.1% 61.5% 0.1% 4.8%

Facebook Inc. Approve Recapitalization Plan for all Stock to Have One-vote per Share Indiana Laborers' Pension Fund 21.3% 78.6% 0.1% 17.4% 64.3% 0.1% 6.0%Ford Motor Company Approve Recapitalization Plan for all Stock to Have One-vote per Share Chevedden, John 35.9% 63.5% 0.6% 25.9% 45.8% 0.5% 20.5%Lennar Corporation Approve Recapitalization Plan for all Stock to Have One-vote per Share Chevedden, John 36.3% 63.5% 0.1% 27.6% 48.3% 0.1% 3.9%


40.8% 58.9% 0.3% 37.9% 54.7% 0.3% 0.2%

Telephone & Data Systems Inc. Approve Recapitalization Plan for all Stock to Have One-vote per Share Steiner, Kenneth 29.3% 70.6% 0.1% 27.5% 66.2% 0.1% 2.7%United Parcel Service Inc. Approve Recapitalization Plan for all Stock to Have One-vote per Share Chevedden, John 27.7% 69.4% 2.9% 19.2% 48.1% 2.0% 5.1%


7.7% 91.4% 1.0% 5.4% 64.1% 0.7% 19.1%

Axon Enterprise Inc. Declassify the Board of Directors McRitchie, James 66.4% 32.3% 1.3% 46.0% 22.4% 0.9% 24.0%FleetCor Technologies Inc. Declassify the Board of Directors Chevedden, John 88.4% 11.6% 0.0% 73.6% 9.7% 0.0% 4.5%Illumina Inc. Declassify the Board of Directors McRitchie, James 84.6% 15.1% 0.3% 71.7% 12.8% 0.3% 6.6%


94.3% 5.6% 0.2% 74.6% 4.4% 0.1% 8.0%

Whitestone REIT Declassify the Board of Directors KBS Realty Advisors 81.3% 12.3% 6.4% 54.4% 8.2% 4.3% 2.3%Kaman Corporation Effectuate a Tax-Deferred Spin-Off GAMCO Asset Management Inc. 21.5% 77.5% 1.0% 18.8% 67.6% 0.9% 5.7%DowDuPont Inc. Eliminate/Reduce Supermajority Vote Requirement Steiner, Kenneth 71.0% 28.1% 1.0% 51.6% 20.4% 0.7% 13.9%Haemonetics Corporation Eliminate/Reduce Supermajority Vote Requirement Steiner, William 79.9% 15.4% 4.8% 73.5% 14.1% 4.4% 3.2%Invesco Ltd Eliminate/Reduce Supermajority Vote Requirement McRitchie, James 79.0% 18.7% 2.3% 59.2% 14.0% 1.8% 10.1%Kaman Corporation Eliminate/Reduce Supermajority Vote Requirement Chevedden, John 58.9% 40.6% 0.5% 51.4% 35.4% 0.4% 5.7%Ryder System Inc. Eliminate/Reduce Supermajority Vote Requirement Chevedden, John 74.8% 24.8% 0.3% 62.0% 20.6% 0.3% 6.2%Salesforce.com Inc. Eliminate/Reduce Supermajority Vote Requirement McRitchie, James / Young, Myra 79.9% 19.9% 0.1% 65.3% 16.3% 0.1% 8.8%Facebook Inc. Establish Board Committee on Risk Management Trillium Asset Management 11.5% 88.3% 0.2% 9.4% 72.2% 0.2% 6.0%Apple Inc. Establish Human Rights Committee Zhao, Jing 5.4% 91.8% 2.8% 3.2% 54.6% 1.7% 26.8%Monsanto Company Establish Human Rights Committee Harrington, John 5.9% 92.4% 1.7% 4.2% 66.3% 1.2% 8.3%Twitter, Inc. Establish International Policy Board Committee Zhao, Jing 2.9% 96.8% 0.4% 1.7% 58.6% 0.2% 23.0%Lennar Corporation Establish Term Limits for Directors Steiner, William 1.1% 98.8% 0.2% 0.8% 75.1% 0.1% 3.9%Textron Inc. Establish Term Limits for Directors Steiner, William 5.4% 93.7% 0.9% 4.7% 81.6% 0.7% 7.3%


Young, Myra 6.5% 92.6% 1.0% 3.6% 51.5% 0.5% 18.6%


Not Disclosed 3.7% 95.9% 0.4% 3.1% 80.2% 0.3% 7.4%








18.0% 81.6% 0.4% 15.0% 68.3% 0.4% 7.4%





34.0% 65.9% 0.1% 29.1% 56.5% 0.1% 6.9%


43.5% 55.9% 0.6% 35.2% 45.2% 0.5% 9.3%


43.3% 56.2% 0.5% 30.5% 39.6% 0.4% 17.3%


35.5% 61.0% 3.6% 29.9% 51.3% 3.0% 5.5%






36.6% 60.0% 3.5% 25.8% 42.3% 2.4% 17.9%

TJX Companies Inc. (The) Executive Compensation - Clawback of Incentive Payments Comerica Bank & Trust 48.1% 51.8% 0.2% 40.1% 43.2% 0.2% 5.8%Verizon Communications Inc. Executive Compensation - Clawback of Incentive Payments Cohen, Jack / Cohen, Ilene 35.0% 63.9% 1.0% 23.8% 43.5% 0.7% 18.7%



17.6% 81.7% 0.7% 12.1% 55.9% 0.5% 16.8%



36.0% 63.5% 0.6% 27.5% 48.5% 0.5% 13.9%



35.2% 64.6% 0.3% 26.5% 48.7% 0.2% 10.4%



29.0% 70.0% 1.0% 22.1% 53.2% 0.7% 12.4%



19.9% 79.5% 0.6% 17.1% 68.0% 0.5% 7.1%



12.9% 87.0% 0.1% 12.5% 84.6% 0.1% 2.8%


31.8% 68.0% 0.2% 24.3% 52.0% 0.2% 11.3%


42.9% 56.7% 0.5% 36.4% 48.1% 0.4% 6.2%


38.0% 61.6% 0.5% 27.5% 44.7% 0.4% 15.2%


Zhao, Jing 6.0% 93.2% 0.8% 4.8% 75.1% 0.6% 9.3%



21.7% 77.4% 0.8% 17.5% 62.4% 0.7% 9.3%



21.6% 77.2% 1.3% 15.6% 55.9% 0.9% 16.4%





27.8% 70.7% 1.6% 22.1% 56.2% 1.3% 6.9%


Trinity Health 21.6% 73.8% 4.6% 15.2% 51.9% 3.2% 17.1%



17.7% 81.7% 0.7% 13.3% 61.3% 0.5% 10.3%

Verizon Communications Inc. Executive Compensation - Submit SERP to Shareholder Vote Association of BellTel Retirees Inc. 27.7% 71.1% 1.2% 18.8% 48.4% 0.8% 18.7%



37.1% 62.8% 0.1% 33.6% 56.9% 0.1% 3.8%



4.5% 95.3% 0.2% 3.8% 81.1% 0.2% 3.7%



46.2% 53.5% 0.3% 39.6% 45.8% 0.2% 5.2%



5.2% 94.0% 0.8% 3.7% 67.8% 0.6% 16.5%

CVS Health Corp Provide For Confidential Running Vote Tallies On Executive Pay Matters Steiner, William 4.2% 95.1% 0.7% 3.2% 72.9% 0.6% 10.4%FedEx Corporation Provide For Confidential Running Vote Tallies On Executive Pay Matters Chevedden, John 4.1% 95.6% 0.3% 3.2% 75.5% 0.2% 9.7%Fiserv Inc. Provide For Confidential Running Vote Tallies On Executive Pay Matters Chevedden, John 2.9% 96.7% 0.4% 2.4% 79.1% 0.4% 10.4%Symantec Corporation Provide For Confidential Running Vote Tallies On Executive Pay Matters Not Disclosed 2.2% 97.6% 0.2% 1.9% 81.7% 0.1% 7.4%Citigroup Inc. Provide for Cumulative Voting McRitchie, James / Young, Myra 6.7% 93.1% 0.3% 5.0% 70.2% 0.2% 10.4%General Electric Company Provide for Cumulative Voting Harangozo, Martin 12.6% 86.3% 1.1% 7.0% 48.0% 0.6% 18.6%JP Morgan Chase & Co Provide for Cumulative Voting Steiner, William 8.6% 90.6% 0.8% 6.6% 68.9% 0.6% 12.4%Advance Auto Parts Inc. Provide Right to Act by Written Consent Chevedden, John 27.8% 71.9% 0.3% 24.1% 62.5% 0.3% 5.2%American Express Company Provide Right to Act by Written Consent Steiner, William 41.4% 58.4% 0.2% 33.4% 47.2% 0.2% 8.8%Applied Materials Inc. Provide Right to Act by Written Consent Steiner, Kenneth 47.8% 51.7% 0.6% 34.7% 37.6% 0.4% 12.9%AT&T Inc. Provide Right to Act by Written Consent Chevedden, John 38.0% 60.2% 1.8% 21.4% 33.9% 1.0% 25.4%Bank Of New York Mellon Corporation (The)







Baxter International Inc. Provide Right to Act by Written Consent Chevedden, John 41.6% 58.1% 0.3% 32.5% 45.4% 0.3% 9.6%Cognizant Technology Solutions Corporation


46.2% 52.3% 1.5% 37.3% 42.2% 1.2% 6.8%

Devon Energy Corporation Provide Right to Act by Written Consent Chevedden, John 46.0% 53.8% 0.3% 33.8% 39.6% 0.2% 12.8%Dominion Energy Inc. Provide Right to Act by Written Consent Chevedden, John 42.1% 56.9% 1.0% 28.7% 38.8% 0.7% 16.6%Eastman Chemical Company Provide Right to Act by Written Consent Chevedden, John 49.7% 49.7% 0.6% 39.2% 39.2% 0.5% 7.7%Edwards Lifesciences Corporation Provide Right to Act by Written Consent Chevedden, John 23.6% 75.8% 0.5% 18.9% 60.6% 0.4% 7.8%Flowserve Corporation Provide Right to Act by Written Consent Chevedden, John 43.9% 55.9% 0.1% 38.9% 49.5% 0.1% 4.6%General Electric Company Provide Right to Act by Written Consent Steiner, William 25.6% 73.3% 1.1% 14.2% 40.8% 0.6% 18.6%General Motors Company Provide Right to Act by Written Consent Chevedden, John 38.0% 61.7% 0.3% 27.3% 44.4% 0.3% 12.6%Gilead Sciences Inc. Provide Right to Act by Written Consent McRitchie, James 50.5% 48.8% 0.7% 37.2% 35.9% 0.5% 12.4%Hewlett Packard Enterprise Co Provide Right to Act by Written Consent Chevedden, John 47.6% 52.1% 0.3% 37.3% 40.8% 0.3% 11.9%HP Inc. Provide Right to Act by Written Consent Chevedden, John 50.4% 49.2% 0.3% 37.4% 36.5% 0.3% 12.2%Huntington Ingalls Industries Inc. Provide Right to Act by Written Consent Chevedden, John 38.4% 61.3% 0.3% 30.2% 48.2% 0.2% 9.0%Intel Corporation Provide Right to Act by Written Consent Young, Myra / Chevedden, John 40.1% 59.3% 0.7% 27.8% 41.1% 0.5% 18.3%Kansas City Southern Provide Right to Act by Written Consent Young, Myra / McRitchie, James 52.5% 47.1% 0.4% 42.1% 37.7% 0.3% 8.4%Kohl's Corporation Provide Right to Act by Written Consent Chevedden, John 11.7% 88.0% 0.4% 9.0% 68.0% 0.3% 10.8%L3 Technologies Inc. Provide Right to Act by Written Consent Chevedden, John 86.0% 13.5% 0.4% 70.4% 11.1% 0.4% 8.2%Lockheed Martin Corporation Provide Right to Act by Written Consent Chevedden, John 40.2% 58.0% 1.9% 31.5% 45.5% 1.5% 13.5%McDonald's Corporation Provide Right to Act by Written Consent Chevedden, John 42.0% 57.4% 0.7% 28.8% 39.4% 0.5% 16.3%McKesson Corporation Provide Right to Act by Written Consent Chevedden, John 46.2% 52.7% 1.1% 36.5% 41.6% 0.9% 8.9%Merck & Company Inc. Provide Right to Act by Written Consent Steiner, Kenneth 44.6% 54.8% 0.7% 32.2% 39.6% 0.5% 14.0%Nasdaq Inc. Provide Right to Act by Written Consent Steiner, Kenneth 46.9% 52.9% 0.1% 28.6% 32.3% 0.1% 5.1%Netflix Inc. Provide Right to Act by Written Consent Chevedden, John 52.2% 47.6% 0.3% 36.8% 33.6% 0.2% 17.9%Newell Brands Inc. Provide Right to Act by Written Consent Chevedden, John 49.6% 49.4% 1.0% 39.6% 39.4% 0.8% 7.5%Nextera Energy, Inc. Provide Right to Act by Written Consent Young, Myra 42.4% 56.8% 0.9% 33.4% 44.7% 0.7% 12.0%NiSource, Inc. Provide Right to Act by Written Consent Chevedden, John 35.3% 64.0% 0.7% 29.3% 53.2% 0.5% 7.2%Norfolk Southern Corporation Provide Right to Act by Written Consent Chevedden, John 41.8% 57.4% 0.8% 30.2% 41.4% 0.6% 14.4%Pfizer Inc. Provide Right to Act by Written Consent Chevedden, John 36.0% 63.2% 0.8% 25.4% 44.6% 0.6% 15.5%Southwest Airlines Company Provide Right to Act by Written Consent Chevedden, John 15.4% 83.8% 0.8% 12.3% 67.0% 0.7% 13.3%Textron Inc. Provide Right to Act by Written Consent Steiner, Kenneth 39.3% 59.5% 1.3% 34.2% 51.8% 1.1% 7.3%United Rentals Inc. Provide Right to Act by Written Consent Chevedden, John 47.0% 52.5% 0.4% 36.1% 40.4% 0.3% 8.8%Amazon.com Inc. Provide Vote Counting to Exclude Abstentions Not Disclosed 7.8% 92.0% 0.2% 5.6% 67.0% 0.2% 15.9%Allegiant Travel Company Proxy Access Right - Adopt Chevedden, John 37.8% 61.9% 0.3% 35.3% 57.8% 0.3% 4.5%Charter Communications Inc. Proxy Access Right - Adopt New York City Pension Funds 38.7% 61.1% 0.2% 37.7% 59.4% 0.2% 2.8%Hospitality Properties Trust Proxy Access Right - Adopt New York City Pension Funds 84.5% 14.9% 0.6% 66.1% 11.7% 0.5% 15.9%NetApp Inc. Proxy Access Right - Adopt New York City Pension Funds 90.6% 7.6% 1.8% 73.6% 6.1% 1.5% 8.7%Netflix Inc. Proxy Access Right - Adopt New York City Pension Funds 57.7% 42.0% 0.3% 40.7% 29.6% 0.2% 17.9%Old Republic International Corporation


77.0% 22.4% 0.6% 58.3% 17.0% 0.4% 13.1%

Universal Health Services, Inc. Proxy Access Right - Adopt New York City Pension Funds 8.4% 91.4% 0.2% 5.9% 63.6% 0.2% 0.4%Alaska Air Group Inc. Proxy Access Right - Amend Chevedden, John 30.0% 69.5% 0.6% 23.0% 53.2% 0.4% 13.6%Apple Inc. Proxy Access Right - Amend McRitchie, James 31.8% 67.0% 1.2% 18.9% 39.8% 0.7% 26.8%AT&T Inc. Proxy Access Right - Amend Young, Myra 28.1% 70.1% 1.8% 15.8% 39.5% 1.0% 25.4%Becton, Dickinson and Company Proxy Access Right - Amend Steiner, Kenneth 27.5% 72.1% 0.4% 21.9% 57.3% 0.3% 9.6%Biogen Inc. Proxy Access Right - Amend Young, Myra / McRitchie, James 28.4% 70.5% 1.1% 22.6% 56.1% 0.9% 6.9%BorgWarner Inc. Proxy Access Right - Amend Chevedden, John 31.0% 67.9% 1.1% 26.8% 58.9% 1.0% 5.6%


33.9% 65.6% 0.5% 24.1% 46.6% 0.4% 13.5%

Chemed Corp. Proxy Access Right - Amend Chevedden, John 26.2% 69.2% 4.6% 23.9% 62.9% 4.2% 5.1%Citigroup Inc. Proxy Access Right - Amend Chevedden, John 32.4% 67.3% 0.3% 24.4% 50.7% 0.3% 10.4%Clorox Company (The) Proxy Access Right - Amend Not Disclosed 31.6% 66.6% 1.8% 21.5% 45.2% 1.2% 20.5%DaVita Inc. Proxy Access Right - Amend Young, Myra / McRitchie, James 19.0% 80.9% 0.2% 15.0% 64.1% 0.2% 7.5%Edison International Proxy Access Right - Amend Chevedden, John 34.0% 65.2% 0.8% 25.8% 49.5% 0.6% 9.6%Equinix Inc. Proxy Access Right - Amend Chevedden, John 29.8% 70.0% 0.2% 25.7% 60.5% 0.2% 4.0%Expeditors International of Washington Inc.


FedEx Corporation Proxy Access Right - Amend Young, Myra 24.5% 74.9% 0.6% 19.3% 59.2% 0.5% 9.7%Geo Group Inc. (The) Proxy Access Right - Amend Friedmann, Alex 27.0% 72.3% 0.7% 23.1% 61.8% 0.6% 8.7%Goldman Sachs Group Inc. (The) Proxy Access Right - Amend Young, Myra / McRitchie, James 26.9% 72.4% 0.7% 20.9% 56.1% 0.5% 11.7%H&R Block Inc. Proxy Access Right - Amend Steiner, Kenneth / Chevedden, John 32.7% 65.7% 1.7% 24.9% 50.1% 1.3% 7.4%






Oracle Corporation Proxy Access Right - Amend Steiner, Kenneth 22.5% 77.3% 0.2% 18.8% 64.6% 0.2% 8.7%Oshkosh Corporation Proxy Access Right - Amend Chevedden, John 28.0% 71.8% 0.2% 24.1% 61.6% 0.2% 6.6%PayPal Holdings Inc. Proxy Access Right - Amend Chevedden, John 24.9% 74.8% 0.3% 19.3% 57.9% 0.2% 10.7%PG&E Corp Proxy Access Right - Amend Chevedden, John 26.5% 73.1% 0.4% 19.7% 54.6% 0.3% 8.3%Progenics Pharmaceuticals Inc. Proxy Access Right - Amend McRitchie, James 13.4% 85.8% 0.8% 8.4% 53.5% 0.5% 25.8%Raytheon Company Proxy Access Right - Amend Chevedden, John 35.9% 62.9% 1.2% 26.3% 46.0% 0.9% 14.1%Reliance Steel & Aluminum Co. Proxy Access Right - Amend Chevedden, John 28.3% 71.5% 0.2% 23.4% 59.1% 0.1% 7.7%Sempra Energy Proxy Access Right - Amend Chevedden, John 19.7% 79.8% 0.5% 16.4% 66.5% 0.5% 8.9%Southern Company (The) Proxy Access Right - Amend Chevedden, John 20.0% 78.2% 1.8% 12.0% 46.7% 1.1% 24.0%Starbucks Corporation Proxy Access Right - Amend Young, Myra / McRitchie, James 32.5% 66.8% 0.7% 22.3% 45.8% 0.5% 19.9%Walgreens Boots Alliance Inc. Proxy Access Right - Amend Steiner, Kenneth 21.9% 73.9% 4.2% 16.7% 56.2% 3.2% 12.7%Walt Disney Company (The) Proxy Access Right - Amend McRitchie, James 27.2% 71.9% 0.9% 18.7% 49.4% 0.6% 17.0%




AVGO 36.9% 60.8% 2.4% 28.7% 47.3% 1.8% 0.0%





Procter & Gamble Company (The) Repeal Any Amendments to Code of Regulations Adopted After April 8, 2016 Trian Partners 50.3% 46.6% 3.0% 37.6% 34.9% 2.3% 0.9%General Electric Company Report on Stock Buybacks Rocheleou, Dennis 5.6% 93.7% 0.8% 3.1% 52.1% 0.4% 18.6%Hospitality Properties Trust Require a Majority Vote for the Election of Directors UNITE HERE 89.2% 10.2% 0.6% 69.8% 8.0% 0.5% 15.9%


48.7% 51.1% 0.2% 46.3% 48.6% 0.2% 0.0%


39.1% 60.6% 0.4% 34.1% 52.8% 0.4% 5.7%


71.5% 28.3% 0.3% 50.4% 19.9% 0.2% 17.9%

Chevron Corporation Require Director Nominee with Environmental Experience Vermont Office of the State Treasurer 26.1% 72.6% 1.3% 17.7% 49.1% 0.9% 17.4%



4.8% 94.4% 0.8% 3.3% 64.8% 0.6% 19.0%


10.0% 86.8% 3.2% 7.8% 67.7% 2.5% 11.6%

Abbott Laboratories Require Independent Board Chairman Steiner, Kenneth 30.8% 68.6% 0.7% 23.3% 52.0% 0.5% 12.9%


38.4% 61.1% 0.5% 27.9% 44.3% 0.3% 16.4%

Alexion Pharmaceuticals Inc. Require Independent Board Chairman Chevedden, John 32.5% 67.4% 0.2% 27.9% 57.9% 0.2% 3.1%Allergan PLC Require Independent Board Chairman Chevedden, John 39.3% 53.7% 7.0% 31.1% 42.6% 5.5% 8.6%Amazon.com Inc. Require Independent Board Chairman Not Disclosed 25.8% 74.0% 0.2% 18.8% 53.9% 0.1% 15.9%American Express Company Require Independent Board Chairman Young, Myra / Chevedden, John 35.3% 64.5% 0.2% 28.5% 52.1% 0.2% 8.8%AmerisourceBergen Corporation (Holding Co)


33.3% 66.5% 0.2% 28.5% 57.0% 0.2% 6.9%

Archer-Daniels-Midland Company Require Independent Board Chairman Steiner, William 34.6% 64.9% 0.4% 28.2% 52.9% 0.4% 8.9%AT&T Inc. Require Independent Board Chairman Steiner, Kenneth 37.4% 61.1% 1.5% 21.1% 34.4% 0.8% 25.4%AutoNation Inc. Require Independent Board Chairman Chevedden, John 28.5% 71.5% 0.1% 25.3% 63.5% 0.0% 5.4%Bank of America Corporation Require Independent Board Chairman Steiner, Kenneth 30.4% 68.6% 1.1% 22.6% 51.0% 0.8% 14.2%Baxter International Inc. Require Independent Board Chairman Steiner, Kenneth 24.7% 71.9% 3.3% 19.3% 56.2% 2.6% 9.6%Boeing Company (The) Require Independent Board Chairman Watt, David / Chevedden, John 24.9% 74.0% 1.1% 17.5% 51.9% 0.8% 19.1%Booking Holdings Inc. Require Independent Board Chairman Chevedden, John 35.5% 64.3% 0.2% 29.9% 54.1% 0.2% 4.8%


36.3% 63.4% 0.4% 30.5% 53.3% 0.3% 7.7%

Celgene Corporation Require Independent Board Chairman Chevedden, John 48.0% 51.5% 0.5% 34.0% 36.6% 0.4% 13.5%


20.4% 77.5% 2.1% 19.8% 75.3% 2.1% 2.8%


23.8% 75.5% 0.7% 16.1% 51.1% 0.5% 17.4%

Dillard's Inc. Require Independent Board Chairman Humane Society of the United States 31.6% 67.8% 0.6% 27.0% 58.0% 0.5% 4.6%






Emerson Electric Company Require Independent Board Chairman Not Disclosed 44.0% 51.2% 4.8% 31.9% 37.2% 3.5% 16.1%


38.3% 60.7% 1.0% 24.6% 39.1% 0.7% 21.1%

Flowers Foods Inc. Require Independent Board Chairman Not Disclosed 21.6% 77.7% 0.7% 17.6% 63.1% 0.5% 12.7%General Electric Company Require Independent Board Chairman Steiner, Kenneth 40.8% 58.3% 0.9% 22.7% 32.4% 0.5% 18.6%General Motors Company Require Independent Board Chairman Dollinger, James 35.4% 64.4% 0.3% 25.5% 46.3% 0.2% 12.6%Gilead Sciences Inc. Require Independent Board Chairman Chevedden, John 44.5% 54.9% 0.6% 32.7% 40.4% 0.4% 12.4%


16.6% 82.7% 0.7% 12.9% 64.3% 0.5% 11.7%

Intel Corporation Require Independent Board Chairman Young, Myra 29.7% 69.7% 0.6% 20.6% 48.4% 0.4% 18.3%International Business Machines Corporation (IBM)




JP Morgan Chase & Co Require Independent Board Chairman Chevedden, John 33.4% 65.8% 0.8% 25.4% 50.0% 0.6% 12.4%Knight-Swift Transportation Holdings Inc.


Kroger Company (The) Require Independent Board Chairman Steiner, William 26.8% 72.4% 0.8% 20.7% 55.7% 0.6% 12.8%Mattel Inc. Require Independent Board Chairman Chevedden, John 28.8% 69.2% 2.1% 24.2% 58.1% 1.8% 9.1%


40.1% 59.4% 0.5% 31.7% 46.9% 0.4% 8.9%

MetLife Inc. Require Independent Board Chairman Steiner, William 30.1% 69.7% 0.2% 26.1% 60.4% 0.1% 6.2%Pfizer Inc. Require Independent Board Chairman Sisters of St. Francis, Philadelphia 25.4% 73.9% 0.7% 17.9% 52.1% 0.5% 15.5%


12.3% 83.7% 4.1% 7.0% 47.6% 2.3% 4.2%

Prudential Financial Inc. Require Independent Board Chairman Chevedden, John 39.4% 59.8% 0.8% 25.4% 38.5% 0.5% 9.5%


43.3% 53.2% 3.6% 36.1% 44.3% 3.0% 6.8%


40.5% 59.2% 0.4% 34.0% 49.7% 0.3% 8.2%

Southwest Airlines Company Require Independent Board Chairman Steiner, Kenneth 37.1% 62.5% 0.5% 29.7% 50.0% 0.4% 13.3%Target Corporation Require Independent Board Chairman Chevedden, John 28.2% 71.0% 0.8% 21.7% 54.8% 0.6% 13.0%


19.1% 80.5% 0.3% 15.3% 64.6% 0.3% 10.4%

Union Pacific Corporation Require Independent Board Chairman Chevedden, John 27.8% 71.8% 0.4% 21.9% 56.4% 0.3% 11.3%


47.2% 51.9% 1.0% 32.1% 35.3% 0.7% 18.7%

Walmart Inc. Require Independent Board Chairman Not Disclosed 16.1% 83.7% 0.2% 13.7% 71.2% 0.2% 8.5%


Young, Myra 46.4% 49.1% 4.5% 18.8% 19.9% 1.8% 28.7%


Chevedden, John 28.5% 70.8% 0.6% 23.9% 59.4% 0.5% 6.6%


Chevedden, John 7.0% 91.8% 1.2% 5.5% 71.3% 0.9% 6.9%



Steiner, Kenneth 37.3% 62.6% 0.2% 31.9% 53.6% 0.1% 6.9%


Chevedden, John 43.9% 56.0% 0.2% 39.2% 49.9% 0.1% 5.7%


Chevedden, John 36.7% 63.2% 0.1% 33.0% 56.8% 0.1% 2.6%


Chevedden, John 44.5% 54.1% 1.4% 36.7% 44.7% 1.1% 5.5%


Steiner, Kenneth 30.7% 69.0% 0.3% 23.4% 52.5% 0.3% 13.7%


Steiner, Kenneth 46.5% 52.7% 0.8% 34.6% 39.3% 0.6% 13.8%


Chevedden, John 37.0% 62.0% 1.0% 25.9% 43.5% 0.7% 19.1%


McRitchie, James 41.6% 57.7% 0.7% 29.3% 40.6% 0.5% 17.1%







Young, Myra 33.1% 66.3% 0.6% 22.7% 45.5% 0.4% 19.0%


Chevedden, John 44.8% 55.2% 0.1% 38.1% 47.0% 0.1% 3.8%


Not Disclosed 33.4% 65.1% 1.5% 22.6% 44.1% 1.0% 17.4%





Chevedden, John 56.6% 42.1% 1.4% 45.6% 33.9% 1.1% 6.8%


Chevedden, John 47.5% 51.8% 0.8% 34.4% 37.6% 0.6% 12.3%


Chevedden, John 50.4% 49.1% 0.6% 37.6% 36.7% 0.4% 11.8%


Chevedden, John 48.6% 51.3% 0.1% 41.5% 43.7% 0.1% 5.1%


Chevedden, John 44.2% 55.4% 0.4% 36.9% 46.2% 0.3% 5.6%


Chevedden, John 28.1% 71.0% 0.9% 20.7% 52.3% 0.7% 14.5%


Not Disclosed 37.6% 61.5% 0.9% 27.3% 44.7% 0.7% 13.9%


Chevedden, John 32.6% 66.5% 0.9% 22.1% 45.1% 0.6% 12.8%


Chevedden, John 12.4% 86.9% 0.7% 10.2% 71.1% 0.6% 7.7%


Chevedden, John 39.8% 60.2% 0.0% 34.9% 52.9% 0.0% 3.8%


Steiner, Kenneth 35.5% 63.3% 1.2% 22.9% 40.7% 0.8% 21.1%


Chevedden, John 38.2% 60.9% 0.9% 30.6% 48.8% 0.7% 9.8%


Chevedden, John 40.9% 58.9% 0.2% 34.4% 49.5% 0.2% 8.7%


Chevedden, John 43.8% 55.8% 0.4% 30.9% 39.3% 0.3% 17.3%


Chevedden, John 37.6% 61.6% 0.9% 29.9% 49.0% 0.7% 10.1%



Chevedden, John 43.5% 55.1% 1.4% 26.4% 33.4% 0.8% 19.3%


Steiner, Kenneth 44.8% 54.7% 0.5% 34.7% 42.3% 0.4% 13.8%




Steiner, Kenneth 47.5% 52.1% 0.5% 37.8% 41.4% 0.4% 8.9%


Steiner, Kenneth 51.2% 48.2% 0.6% 40.2% 37.9% 0.5% 9.8%


Chevedden, John 45.5% 52.4% 2.1% 34.1% 39.2% 1.6% 14.7%


Chevedden, John 49.4% 50.0% 0.6% 35.3% 35.8% 0.4% 11.5%


Chevedden, John 37.8% 61.0% 1.2% 29.9% 48.2% 1.0% 11.3%


Chevedden, John 50.2% 49.6% 0.2% 42.2% 41.7% 0.2% 6.0%


Chevedden, John 41.0% 58.5% 0.5% 33.5% 47.7% 0.4% 9.2%


Chevedden, John 30.3% 68.6% 1.1% 26.1% 59.1% 1.0% 0.0%




Chevedden, John 43.1% 56.6% 0.4% 36.6% 48.0% 0.3% 6.2%







Chevedden, John 41.3% 58.2% 0.4% 34.9% 49.1% 0.4% 6.0%


Chevedden, John 24.5% 75.2% 0.3% 20.9% 63.9% 0.3% 7.1%


McRitchie, James 47.8% 52.0% 0.2% 40.9% 44.5% 0.2% 5.2%


Young, Myra 46.8% 52.3% 1.0% 36.2% 40.4% 0.8% 12.0%


Chevedden, John 29.8% 70.0% 0.2% 25.0% 58.7% 0.1% 6.6%


Steiner, Kenneth 45.5% 53.5% 1.0% 31.0% 36.4% 0.7% 18.7%


Chevedden, John 36.7% 62.9% 0.4% 27.9% 47.8% 0.3% 12.7%


Chevedden, John 36.1% 63.3% 0.7% 29.1% 50.9% 0.5% 9.3%


Chevedden, John 42.9% 56.9% 0.3% 34.6% 45.9% 0.2% 6.8%

Netflix Inc. Special Meeting - Shareholders May Call Special Meeting Young, Myra 57.2% 42.5% 0.3% 40.4% 30.0% 0.2% 17.9%OGE Energy Corporation Special Meeting - Shareholders May Call Special Meeting Chevedden, John 40.7% 58.1% 1.2% 25.5% 36.4% 0.8% 17.3%Valley National Bancorp Special Meeting - Shareholders May Call Special Meeting Steiner, Kenneth 31.1% 67.3% 1.6% 19.9% 43.1% 1.0% 18.5%American Airlines Group Inc. Special Meeting - Shareholders May Call Special Meeting (Dual Proposal) Chevedden, John 18.6% 81.2% 0.2% 14.6% 63.7% 0.1% 15.3%Marriott International Special Meeting - Shareholders May Call Special Meeting (Dual Proposal) Young, Myra 34.4% 65.0% 0.6% 27.5% 52.0% 0.5% 10.6%








12.9% 87.0% 0.1% 12.5% 84.6% 0.1% 2.8%



35.2% 64.6% 0.3% 26.5% 48.7% 0.2% 10.4%



5.2% 94.0% 0.8% 3.7% 67.8% 0.6% 16.5%



29.0% 70.0% 1.0% 22.1% 53.2% 0.7% 12.4%


64.9% 34.5% 0.7% 51.9% 27.6% 0.5% 10.6%



19.9% 79.5% 0.6% 17.1% 68.0% 0.5% 7.1%


47.2% 51.9% 1.0% 32.1% 35.3% 0.7% 18.7%



Verizon Communications Inc. Executive Compensation - Submit SERP to Shareholder Vote Association of BellTel Retirees Inc. 27.7% 71.1% 1.2% 18.8% 48.4% 0.8% 18.7%


AVGO 36.9% 60.8% 2.4% 28.7% 47.3% 1.8% 0.0%

Old Republic International Corporation


77.0% 22.4% 0.6% 58.3% 17.0% 0.4% 13.1%


48.7% 51.1% 0.2% 46.3% 48.6% 0.2% 0.0%


84.6% 15.2% 0.3% 59.7% 10.7% 0.2% 17.9%

Advance Auto Parts Inc. Provide Right to Act by Written Consent Chevedden, John 27.8% 71.9% 0.3% 24.1% 62.5% 0.3% 5.2%


Chevedden, John 28.5% 70.8% 0.6% 23.9% 59.4% 0.5% 6.6%


Chevedden, John 7.0% 91.8% 1.2% 5.5% 71.3% 0.9% 6.9%

Alaska Air Group Inc. Proxy Access Right - Amend Chevedden, John 30.0% 69.5% 0.6% 23.0% 53.2% 0.4% 13.6%Alexion Pharmaceuticals Inc. Require Independent Board Chairman Chevedden, John 32.5% 67.4% 0.2% 27.9% 57.9% 0.2% 3.1%Allegiant Travel Company Proxy Access Right - Adopt Chevedden, John 37.8% 61.9% 0.3% 35.3% 57.8% 0.3% 4.5%Allergan PLC Require Independent Board Chairman Chevedden, John 39.3% 53.7% 7.0% 31.1% 42.6% 5.5% 8.6%Alphabet Inc. Adopt Simple Majority Vote Chevedden, John 8.7% 91.2% 0.1% 7.6% 79.0% 0.1% 4.8%American Airlines Group Inc. Special Meeting - Shareholders May Call Special Meeting (Dual Proposal) Chevedden, John 18.6% 81.2% 0.2% 14.6% 63.7% 0.1% 15.3%


Chevedden, John 43.9% 56.0% 0.2% 39.2% 49.9% 0.1% 5.7%


Chevedden, John 36.7% 63.2% 0.1% 33.0% 56.8% 0.1% 2.6%


Chevedden, John 44.5% 54.1% 1.4% 36.7% 44.7% 1.1% 5.5%

AT&T Inc. Provide Right to Act by Written Consent Chevedden, John 38.0% 60.2% 1.8% 21.4% 33.9% 1.0% 25.4%AutoNation Inc. Require Independent Board Chairman Chevedden, John 28.5% 71.5% 0.1% 25.3% 63.5% 0.0% 5.4%Baxter International Inc. Provide Right to Act by Written Consent Chevedden, John 41.6% 58.1% 0.3% 32.5% 45.4% 0.3% 9.6%


Chevedden, John 37.0% 62.0% 1.0% 25.9% 43.5% 0.7% 19.1%

Booking Holdings Inc. Require Independent Board Chairman Chevedden, John 35.5% 64.3% 0.2% 29.9% 54.1% 0.2% 4.8%BorgWarner Inc. Proxy Access Right - Amend Chevedden, John 31.0% 67.9% 1.1% 26.8% 58.9% 1.0% 5.6%


Chevedden, John 44.8% 55.2% 0.1% 38.1% 47.0% 0.1% 3.8%

Celgene Corporation Require Independent Board Chairman Chevedden, John 48.0% 51.5% 0.5% 34.0% 36.6% 0.4% 13.5%Chemed Corp. Proxy Access Right - Amend Chevedden, John 26.2% 69.2% 4.6% 23.9% 62.9% 4.2% 5.1%Citigroup Inc. Proxy Access Right - Amend Chevedden, John 32.4% 67.3% 0.3% 24.4% 50.7% 0.3% 10.4%Cognizant Technology Solutions Corporation


Chevedden, John 56.6% 42.1% 1.4% 45.6% 33.9% 1.1% 6.8%

Figure 9.3Governance Shareholder Proposal Voting Results Sorted by Sponsor – 2018






Chevedden, John 47.5% 51.8% 0.8% 34.4% 37.6% 0.6% 12.3%


Chevedden, John 50.4% 49.1% 0.6% 37.6% 36.7% 0.4% 11.8%


Chevedden, John 48.6% 51.3% 0.1% 41.5% 43.7% 0.1% 5.1%


Chevedden, John 44.2% 55.4% 0.4% 36.9% 46.2% 0.3% 5.6%


Chevedden, John 28.1% 71.0% 0.9% 20.7% 52.3% 0.7% 14.5%

Devon Energy Corporation Provide Right to Act by Written Consent Chevedden, John 46.0% 53.8% 0.3% 33.8% 39.6% 0.2% 12.8%Dominion Energy Inc. Provide Right to Act by Written Consent Chevedden, John 42.1% 56.9% 1.0% 28.7% 38.8% 0.7% 16.6%


Chevedden, John 32.6% 66.5% 0.9% 22.1% 45.1% 0.6% 12.8%

Eastman Chemical Company Provide Right to Act by Written Consent Chevedden, John 49.7% 49.7% 0.6% 39.2% 39.2% 0.5% 7.7%


Chevedden, John 12.4% 86.9% 0.7% 10.2% 71.1% 0.6% 7.7%

Edison International Proxy Access Right - Amend Chevedden, John 34.0% 65.2% 0.8% 25.8% 49.5% 0.6% 9.6%Edwards Lifesciences Corporation Provide Right to Act by Written Consent Chevedden, John 23.6% 75.8% 0.5% 18.9% 60.6% 0.4% 7.8%


Chevedden, John 39.8% 60.2% 0.0% 34.9% 52.9% 0.0% 3.8%

Equinix Inc. Proxy Access Right - Amend Chevedden, John 29.8% 70.0% 0.2% 25.7% 60.5% 0.2% 4.0%Expeditors International of Washington Inc.


FedEx Corporation Provide For Confidential Running Vote Tallies On Executive Pay Matters Chevedden, John 4.1% 95.6% 0.3% 3.2% 75.5% 0.2% 9.7%


Chevedden, John 38.2% 60.9% 0.9% 30.6% 48.8% 0.7% 9.8%

Fiserv Inc. Provide For Confidential Running Vote Tallies On Executive Pay Matters Chevedden, John 2.9% 96.7% 0.4% 2.4% 79.1% 0.4% 10.4%FleetCor Technologies Inc. Declassify the Board of Directors Chevedden, John 88.4% 11.6% 0.0% 73.6% 9.7% 0.0% 4.5%Flowserve Corporation Provide Right to Act by Written Consent Chevedden, John 43.9% 55.9% 0.1% 38.9% 49.5% 0.1% 4.6%Ford Motor Company Approve Recapitalization Plan for all Stock to Have One-vote per Share Chevedden, John 35.9% 63.5% 0.6% 25.9% 45.8% 0.5% 20.5%


Chevedden, John 40.9% 58.9% 0.2% 34.4% 49.5% 0.2% 8.7%

General Motors Company Provide Right to Act by Written Consent Chevedden, John 38.0% 61.7% 0.3% 27.3% 44.4% 0.3% 12.6%Gilead Sciences Inc. Require Independent Board Chairman Chevedden, John 44.5% 54.9% 0.6% 32.7% 40.4% 0.4% 12.4%Hewlett Packard Enterprise Co Provide Right to Act by Written Consent Chevedden, John 47.6% 52.1% 0.3% 37.3% 40.8% 0.3% 11.9%


Chevedden, John 43.8% 55.8% 0.4% 30.9% 39.3% 0.3% 17.3%

HP Inc. Provide Right to Act by Written Consent Chevedden, John 50.4% 49.2% 0.3% 37.4% 36.5% 0.3% 12.2%Huntington Ingalls Industries Inc. Provide Right to Act by Written Consent Chevedden, John 38.4% 61.3% 0.3% 30.2% 48.2% 0.2% 9.0%


Chevedden, John 37.6% 61.6% 0.9% 29.9% 49.0% 0.7% 10.1%



Chevedden, John 43.5% 55.1% 1.4% 26.4% 33.4% 0.8% 19.3%

JP Morgan Chase & Co Require Independent Board Chairman Chevedden, John 33.4% 65.8% 0.8% 25.4% 50.0% 0.6% 12.4%Kaman Corporation Eliminate/Reduce Supermajority Vote Requirement Chevedden, John 58.9% 40.6% 0.5% 51.4% 35.4% 0.4% 5.7%Knight-Swift Transportation Holdings Inc.


Kohl's Corporation Provide Right to Act by Written Consent Chevedden, John 11.7% 88.0% 0.4% 9.0% 68.0% 0.3% 10.8%L3 Technologies Inc. Provide Right to Act by Written Consent Chevedden, John 86.0% 13.5% 0.4% 70.4% 11.1% 0.4% 8.2%Lennar Corporation Approve Recapitalization Plan for all Stock to Have One-vote per Share Chevedden, John 36.3% 63.5% 0.1% 27.6% 48.3% 0.1% 3.9%Lockheed Martin Corporation Provide Right to Act by Written Consent Chevedden, John 40.2% 58.0% 1.9% 31.5% 45.5% 1.5% 13.5%


Chevedden, John 45.5% 52.4% 2.1% 34.1% 39.2% 1.6% 14.7%


Chevedden, John 49.4% 50.0% 0.6% 35.3% 35.8% 0.4% 11.5%

Mattel Inc. Require Independent Board Chairman Chevedden, John 28.8% 69.2% 2.1% 24.2% 58.1% 1.8% 9.1%McDonald's Corporation Provide Right to Act by Written Consent Chevedden, John 42.0% 57.4% 0.7% 28.8% 39.4% 0.5% 16.3%McKesson Corporation Provide Right to Act by Written Consent Chevedden, John 46.2% 52.7% 1.1% 36.5% 41.6% 0.9% 8.9%Netflix Inc. Provide Right to Act by Written Consent Chevedden, John 52.2% 47.6% 0.3% 36.8% 33.6% 0.2% 17.9%Newell Brands Inc. Provide Right to Act by Written Consent Chevedden, John 49.6% 49.4% 1.0% 39.6% 39.4% 0.8% 7.5%NiSource, Inc. Provide Right to Act by Written Consent Chevedden, John 35.3% 64.0% 0.7% 29.3% 53.2% 0.5% 7.2%Norfolk Southern Corporation Provide Right to Act by Written Consent Chevedden, John 41.8% 57.4% 0.8% 30.2% 41.4% 0.6% 14.4%







Chevedden, John 37.8% 61.0% 1.2% 29.9% 48.2% 1.0% 11.3%

OGE Energy Corporation Special Meeting - Shareholders May Call Special Meeting Chevedden, John 40.7% 58.1% 1.2% 25.5% 36.4% 0.8% 17.3%


Chevedden, John 50.2% 49.6% 0.2% 42.2% 41.7% 0.2% 6.0%


Chevedden, John 41.0% 58.5% 0.5% 33.5% 47.7% 0.4% 9.2%

Oshkosh Corporation Proxy Access Right - Amend Chevedden, John 28.0% 71.8% 0.2% 24.1% 61.6% 0.2% 6.6%


Chevedden, John 30.3% 68.6% 1.1% 26.1% 59.1% 1.0% 0.0%

PayPal Holdings Inc. Proxy Access Right - Amend Chevedden, John 24.9% 74.8% 0.3% 19.3% 57.9% 0.2% 10.7%Pfizer Inc. Provide Right to Act by Written Consent Chevedden, John 36.0% 63.2% 0.8% 25.4% 44.6% 0.6% 15.5%PG&E Corp Proxy Access Right - Amend Chevedden, John 26.5% 73.1% 0.4% 19.7% 54.6% 0.3% 8.3%Prudential Financial Inc. Require Independent Board Chairman Chevedden, John 39.4% 59.8% 0.8% 25.4% 38.5% 0.5% 9.5%Raytheon Company Proxy Access Right - Amend Chevedden, John 35.9% 62.9% 1.2% 26.3% 46.0% 0.9% 14.1%Reliance Steel & Aluminum Co. Proxy Access Right - Amend Chevedden, John 28.3% 71.5% 0.2% 23.4% 59.1% 0.1% 7.7%Ryder System Inc. Eliminate/Reduce Supermajority Vote Requirement Chevedden, John 74.8% 24.8% 0.3% 62.0% 20.6% 0.3% 6.2%Sempra Energy Proxy Access Right - Amend Chevedden, John 19.7% 79.8% 0.5% 16.4% 66.5% 0.5% 8.9%Southern Company (The) Proxy Access Right - Amend Chevedden, John 20.0% 78.2% 1.8% 12.0% 46.7% 1.1% 24.0%Southwest Airlines Company Provide Right to Act by Written Consent Chevedden, John 15.4% 83.8% 0.8% 12.3% 67.0% 0.7% 13.3%


Chevedden, John 43.1% 56.6% 0.4% 36.6% 48.0% 0.3% 6.2%

Target Corporation Require Independent Board Chairman Chevedden, John 28.2% 71.0% 0.8% 21.7% 54.8% 0.6% 13.0%


Chevedden, John 41.3% 58.2% 0.4% 34.9% 49.1% 0.4% 6.0%

Union Pacific Corporation Require Independent Board Chairman Chevedden, John 27.8% 71.8% 0.4% 21.9% 56.4% 0.3% 11.3%


Chevedden, John 24.5% 75.2% 0.3% 20.9% 63.9% 0.3% 7.1%

United Parcel Service Inc. Approve Recapitalization Plan for all Stock to Have One-vote per Share Chevedden, John 27.7% 69.4% 2.9% 19.2% 48.1% 2.0% 5.1%United Rentals Inc. Provide Right to Act by Written Consent Chevedden, John 47.0% 52.5% 0.4% 36.1% 40.4% 0.3% 8.8%


Chevedden, John 29.8% 70.0% 0.2% 25.0% 58.7% 0.1% 6.6%


Chevedden, John 36.7% 62.9% 0.4% 27.9% 47.8% 0.3% 12.7%


Chevedden, John 36.1% 63.3% 0.7% 29.1% 50.9% 0.5% 9.3%


Chevedden, John 42.9% 56.9% 0.3% 34.6% 45.9% 0.2% 6.8%




36.6% 60.0% 3.5% 25.8% 42.3% 2.4% 17.9%




18.0% 81.6% 0.4% 15.0% 68.3% 0.4% 7.4%

Verizon Communications Inc. Executive Compensation - Clawback of Incentive Payments Cohen, Jack / Cohen, Ilene 35.0% 63.9% 1.0% 23.8% 43.5% 0.7% 18.7%TJX Companies Inc. (The) Executive Compensation - Clawback of Incentive Payments Comerica Bank & Trust 48.1% 51.8% 0.2% 40.1% 43.2% 0.2% 5.8%


94.3% 5.6% 0.2% 74.6% 4.4% 0.1% 8.0%



34.0% 65.9% 0.1% 29.1% 56.5% 0.1% 6.9%


38.4% 61.1% 0.5% 27.9% 44.3% 0.3% 16.4%

General Motors Company Require Independent Board Chairman Dollinger, James 35.4% 64.4% 0.3% 25.5% 46.3% 0.2% 12.6%


10.0% 86.8% 3.2% 7.8% 67.7% 2.5% 11.6%

Geo Group Inc. (The) Proxy Access Right - Amend Friedmann, Alex 27.0% 72.3% 0.7% 23.1% 61.8% 0.6% 8.7%Bel Fuse Inc. A Approve Conversion of Class A Stock GAMCO Asset Management Inc. 47.7% 49.7% 2.6% 38.7% 40.3% 2.1% 11.5%Kaman Corporation Effectuate a Tax-Deferred Spin-Off GAMCO Asset Management Inc. 21.5% 77.5% 1.0% 18.8% 67.6% 0.9% 5.7%Lennar Corporation Approve Conversion of Class B Stock GAMCO Asset Management Inc. 14.3% 85.6% 0.1% 10.9% 65.1% 0.1% 3.9%






General Electric Company Provide for Cumulative Voting Harangozo, Martin 12.6% 86.3% 1.1% 7.0% 48.0% 0.6% 18.6%Monsanto Company Establish Human Rights Committee Harrington, John 5.9% 92.4% 1.7% 4.2% 66.3% 1.2% 8.3%Dillard's Inc. Require Independent Board Chairman Humane Society of the United States 31.6% 67.8% 0.6% 27.0% 58.0% 0.5% 4.6%Facebook Inc. Approve Recapitalization Plan for all Stock to Have One-vote per Share Indiana Laborers' Pension Fund 21.3% 78.6% 0.1% 17.4% 64.3% 0.1% 6.0%



27.8% 70.7% 1.6% 22.1% 56.2% 1.3% 6.9%



17.6% 81.7% 0.7% 12.1% 55.9% 0.5% 16.8%



4.8% 94.4% 0.8% 3.3% 64.8% 0.6% 19.0%


35.5% 61.0% 3.6% 29.9% 51.3% 3.0% 5.5%


19.1% 80.5% 0.3% 15.3% 64.6% 0.3% 10.4%


16.6% 82.7% 0.7% 12.9% 64.3% 0.5% 11.7%


31.8% 68.0% 0.2% 24.3% 52.0% 0.2% 11.3%



33.3% 66.5% 0.2% 28.5% 57.0% 0.2% 6.9%


43.3% 56.2% 0.5% 30.5% 39.6% 0.4% 17.3%


40.1% 59.4% 0.5% 31.7% 46.9% 0.4% 8.9%


40.5% 59.2% 0.4% 34.0% 49.7% 0.3% 8.2%


42.9% 56.7% 0.5% 36.4% 48.1% 0.4% 6.2%



36.0% 63.5% 0.6% 27.5% 48.5% 0.5% 13.9%



46.2% 53.5% 0.3% 39.6% 45.8% 0.2% 5.2%


38.0% 61.6% 0.5% 27.5% 44.7% 0.4% 15.2%

Whitestone REIT Declassify the Board of Directors KBS Realty Advisors 81.3% 12.3% 6.4% 54.4% 8.2% 4.3% 2.3%


38.3% 60.7% 1.0% 24.6% 39.1% 0.7% 21.1%



4.5% 95.3% 0.2% 3.8% 81.1% 0.2% 3.7%


40.8% 58.9% 0.3% 37.9% 54.7% 0.3% 0.2%




12.3% 83.7% 4.1% 7.0% 47.6% 2.3% 4.2%

Apple Inc. Proxy Access Right - Amend McRitchie, James 31.8% 67.0% 1.2% 18.9% 39.8% 0.7% 26.8%Axon Enterprise Inc. Declassify the Board of Directors McRitchie, James 66.4% 32.3% 1.3% 46.0% 22.4% 0.9% 24.0%


McRitchie, James 41.6% 57.7% 0.7% 29.3% 40.6% 0.5% 17.1%

Costco Wholesale Corporation Adopt Simple Majority Vote McRitchie, James 86.5% 13.1% 0.4% 58.9% 8.9% 0.2% 16.5%Facebook Inc. Adopt Simple Majority Vote McRitchie, James 20.7% 79.2% 0.1% 16.9% 64.8% 0.1% 6.0%Gilead Sciences Inc. Provide Right to Act by Written Consent McRitchie, James 50.5% 48.8% 0.7% 37.2% 35.9% 0.5% 12.4%Illumina Inc. Declassify the Board of Directors McRitchie, James 84.6% 15.1% 0.3% 71.7% 12.8% 0.3% 6.6%Invesco Ltd Eliminate/Reduce Supermajority Vote Requirement McRitchie, James 79.0% 18.7% 2.3% 59.2% 14.0% 1.8% 10.1%Progenics Pharmaceuticals Inc. Proxy Access Right - Amend McRitchie, James 13.4% 85.8% 0.8% 8.4% 53.5% 0.5% 25.8%


McRitchie, James 47.8% 52.0% 0.2% 40.9% 44.5% 0.2% 5.2%

Walt Disney Company (The) Proxy Access Right - Amend McRitchie, James 27.2% 71.9% 0.9% 18.7% 49.4% 0.6% 17.0%Citigroup Inc. Provide for Cumulative Voting McRitchie, James / Young, Myra 6.7% 93.1% 0.3% 5.0% 70.2% 0.2% 10.4%Salesforce.com Inc. Eliminate/Reduce Supermajority Vote Requirement McRitchie, James / Young, Myra 79.9% 19.9% 0.1% 65.3% 16.3% 0.1% 8.8%







7.7% 91.4% 1.0% 5.4% 64.1% 0.7% 19.1%


33.9% 65.6% 0.5% 24.1% 46.6% 0.4% 13.5%



46.2% 52.3% 1.5% 37.3% 42.2% 1.2% 6.8%





17.7% 81.7% 0.7% 13.3% 61.3% 0.5% 10.3%

Twenty-First Century Fox, Inc. Approve Elimination of the Company's Dual Class Capital Structure Nathan Cummings Foundation 43.2% 56.8% 0.1% 39.3% 51.7% 0.1% 1.9%Charter Communications Inc. Proxy Access Right - Adopt New York City Pension Funds 38.7% 61.1% 0.2% 37.7% 59.4% 0.2% 2.8%Hospitality Properties Trust Proxy Access Right - Adopt New York City Pension Funds 84.5% 14.9% 0.6% 66.1% 11.7% 0.5% 15.9%NetApp Inc. Proxy Access Right - Adopt New York City Pension Funds 90.6% 7.6% 1.8% 73.6% 6.1% 1.5% 8.7%Netflix Inc. Proxy Access Right - Adopt New York City Pension Funds 57.7% 42.0% 0.3% 40.7% 29.6% 0.2% 17.9%Universal Health Services, Inc. Proxy Access Right - Adopt New York City Pension Funds 8.4% 91.4% 0.2% 5.9% 63.6% 0.2% 0.4%



37.1% 62.8% 0.1% 33.6% 56.9% 0.1% 3.8%



21.7% 77.4% 0.8% 17.5% 62.4% 0.7% 9.3%


28.9% 71.0% 0.1% 25.1% 61.5% 0.1% 4.8%

Amazon.com Inc. Provide Vote Counting to Exclude Abstentions Not Disclosed 7.8% 92.0% 0.2% 5.6% 67.0% 0.2% 15.9%Amazon.com Inc. Require Independent Board Chairman Not Disclosed 25.8% 74.0% 0.2% 18.8% 53.9% 0.1% 15.9%


Not Disclosed 33.4% 65.1% 1.5% 22.6% 44.1% 1.0% 17.4%

Clorox Company (The) Proxy Access Right - Amend Not Disclosed 31.6% 66.6% 1.8% 21.5% 45.2% 1.2% 20.5%


Not Disclosed 37.6% 61.5% 0.9% 27.3% 44.7% 0.7% 13.9%

Emerson Electric Company Require Independent Board Chairman Not Disclosed 44.0% 51.2% 4.8% 31.9% 37.2% 3.5% 16.1%Flowers Foods Inc. Require Independent Board Chairman Not Disclosed 21.6% 77.7% 0.7% 17.6% 63.1% 0.5% 12.7%


Not Disclosed 3.7% 95.9% 0.4% 3.1% 80.2% 0.3% 7.4%

Symantec Corporation Provide For Confidential Running Vote Tallies On Executive Pay Matters Not Disclosed 2.2% 97.6% 0.2% 1.9% 81.7% 0.1% 7.4%Walmart Inc. Require Independent Board Chairman Not Disclosed 16.1% 83.7% 0.2% 13.7% 71.2% 0.2% 8.5%



General Electric Company Report on Stock Buybacks Rocheleou, Dennis 5.6% 93.7% 0.8% 3.1% 52.1% 0.4% 18.6%


71.5% 28.3% 0.3% 50.4% 19.9% 0.2% 17.9%


43.3% 53.2% 3.6% 36.1% 44.3% 3.0% 6.8%

Pfizer Inc. Require Independent Board Chairman Sisters of St. Francis, Philadelphia 25.4% 73.9% 0.7% 17.9% 52.1% 0.5% 15.5%


39.1% 60.6% 0.4% 34.1% 52.8% 0.4% 5.7%

Abbott Laboratories Require Independent Board Chairman Steiner, Kenneth 30.8% 68.6% 0.7% 23.3% 52.0% 0.5% 12.9%AmerisourceBergen Corporation (Holding Co)


Steiner, Kenneth 37.3% 62.6% 0.2% 31.9% 53.6% 0.1% 6.9%

Applied Materials Inc. Provide Right to Act by Written Consent Steiner, Kenneth 47.8% 51.7% 0.6% 34.7% 37.6% 0.4% 12.9%


Steiner, Kenneth 30.7% 69.0% 0.3% 23.4% 52.5% 0.3% 13.7%

AT&T Inc. Require Independent Board Chairman Steiner, Kenneth 37.4% 61.1% 1.5% 21.1% 34.4% 0.8% 25.4%Bank of America Corporation Require Independent Board Chairman Steiner, Kenneth 30.4% 68.6% 1.1% 22.6% 51.0% 0.8% 14.2%Bank Of New York Mellon Corporation (The)


Baxter International Inc. Require Independent Board Chairman Steiner, Kenneth 24.7% 71.9% 3.3% 19.3% 56.2% 2.6% 9.6%


Steiner, Kenneth 46.5% 52.7% 0.8% 34.6% 39.3% 0.6% 13.8%

Becton, Dickinson and Company Proxy Access Right - Amend Steiner, Kenneth 27.5% 72.1% 0.4% 21.9% 57.3% 0.3% 9.6%DowDuPont Inc. Eliminate/Reduce Supermajority Vote Requirement Steiner, Kenneth 71.0% 28.1% 1.0% 51.6% 20.4% 0.7% 13.9%


Steiner, Kenneth 35.5% 63.3% 1.2% 22.9% 40.7% 0.8% 21.1%

General Electric Company Require Independent Board Chairman Steiner, Kenneth 40.8% 58.3% 0.9% 22.7% 32.4% 0.5% 18.6%









Steiner, Kenneth 44.8% 54.7% 0.5% 34.7% 42.3% 0.4% 13.8%




Steiner, Kenneth 47.5% 52.1% 0.5% 37.8% 41.4% 0.4% 8.9%


Steiner, Kenneth 51.2% 48.2% 0.6% 40.2% 37.9% 0.5% 9.8%

Merck & Company Inc. Provide Right to Act by Written Consent Steiner, Kenneth 44.6% 54.8% 0.7% 32.2% 39.6% 0.5% 14.0%Nasdaq Inc. Provide Right to Act by Written Consent Steiner, Kenneth 46.9% 52.9% 0.1% 28.6% 32.3% 0.1% 5.1%Oracle Corporation Proxy Access Right - Amend Steiner, Kenneth 22.5% 77.3% 0.2% 18.8% 64.6% 0.2% 8.7%Southwest Airlines Company Require Independent Board Chairman Steiner, Kenneth 37.1% 62.5% 0.5% 29.7% 50.0% 0.4% 13.3%Telephone & Data Systems Inc. Approve Recapitalization Plan for all Stock to Have One-vote per Share Steiner, Kenneth 29.3% 70.6% 0.1% 27.5% 66.2% 0.1% 2.7%Textron Inc. Provide Right to Act by Written Consent Steiner, Kenneth 39.3% 59.5% 1.3% 34.2% 51.8% 1.1% 7.3%Valley National Bancorp Special Meeting - Shareholders May Call Special Meeting Steiner, Kenneth 31.1% 67.3% 1.6% 19.9% 43.1% 1.0% 18.5%


Steiner, Kenneth 45.5% 53.5% 1.0% 31.0% 36.4% 0.7% 18.7%

Walgreens Boots Alliance Inc. Proxy Access Right - Amend Steiner, Kenneth 21.9% 73.9% 4.2% 16.7% 56.2% 3.2% 12.7%



H&R Block Inc. Proxy Access Right - Amend Steiner, Kenneth / Chevedden, John 32.7% 65.7% 1.7% 24.9% 50.1% 1.3% 7.4%


36.3% 63.4% 0.4% 30.5% 53.3% 0.3% 7.7%

American Express Company Provide Right to Act by Written Consent Steiner, William 41.4% 58.4% 0.2% 33.4% 47.2% 0.2% 8.8%Archer-Daniels-Midland Company Require Independent Board Chairman Steiner, William 34.6% 64.9% 0.4% 28.2% 52.9% 0.4% 8.9%CVS Health Corp Provide For Confidential Running Vote Tallies On Executive Pay Matters Steiner, William 4.2% 95.1% 0.7% 3.2% 72.9% 0.6% 10.4%General Electric Company Provide Right to Act by Written Consent Steiner, William 25.6% 73.3% 1.1% 14.2% 40.8% 0.6% 18.6%Haemonetics Corporation Eliminate/Reduce Supermajority Vote Requirement Steiner, William 79.9% 15.4% 4.8% 73.5% 14.1% 4.4% 3.2%JP Morgan Chase & Co Provide for Cumulative Voting Steiner, William 8.6% 90.6% 0.8% 6.6% 68.9% 0.6% 12.4%Kroger Company (The) Require Independent Board Chairman Steiner, William 26.8% 72.4% 0.8% 20.7% 55.7% 0.6% 12.8%Lennar Corporation Establish Term Limits for Directors Steiner, William 1.1% 98.8% 0.2% 0.8% 75.1% 0.1% 3.9%MetLife Inc. Require Independent Board Chairman Steiner, William 30.1% 69.7% 0.2% 26.1% 60.4% 0.1% 6.2%Textron Inc. Establish Term Limits for Directors Steiner, William 5.4% 93.7% 0.9% 4.7% 81.6% 0.7% 7.3%



Procter & Gamble Company (The) Repeal Any Amendments to Code of Regulations Adopted After April 8, 2016 Trian Partners 50.3% 46.6% 3.0% 37.6% 34.9% 2.3% 0.9%Facebook Inc. Establish Board Committee on Risk Management Trillium Asset Management 11.5% 88.3% 0.2% 9.4% 72.2% 0.2% 6.0%


Trinity Health 21.6% 73.8% 4.6% 15.2% 51.9% 3.2% 17.1%


20.4% 77.5% 2.1% 19.8% 75.3% 2.1% 2.8%


43.5% 55.9% 0.6% 35.2% 45.2% 0.5% 9.3%

Hospitality Properties Trust Require a Majority Vote for the Election of Directors UNITE HERE 89.2% 10.2% 0.6% 69.8% 8.0% 0.5% 15.9%Chevron Corporation Require Director Nominee with Environmental Experience Vermont Office of the State Treasurer 26.1% 72.6% 1.3% 17.7% 49.1% 0.9% 17.4%



Boeing Company (The) Require Independent Board Chairman Watt, David / Chevedden, John 24.9% 74.0% 1.1% 17.5% 51.9% 0.8% 19.1%


Young, Myra 46.4% 49.1% 4.5% 18.8% 19.9% 1.8% 28.7%

AT&T Inc. Proxy Access Right - Amend Young, Myra 28.1% 70.1% 1.8% 15.8% 39.5% 1.0% 25.4%


Young, Myra 33.1% 66.3% 0.6% 22.7% 45.5% 0.4% 19.0%

Discover Financial Services Adopt Simple Majority Vote Young, Myra 79.2% 20.6% 0.2% 66.0% 17.2% 0.2% 8.7%FedEx Corporation Proxy Access Right - Amend Young, Myra 24.5% 74.9% 0.6% 19.3% 59.2% 0.5% 9.7%


Young, Myra 6.5% 92.6% 1.0% 3.6% 51.5% 0.5% 18.6%

Intel Corporation Require Independent Board Chairman Young, Myra 29.7% 69.7% 0.6% 20.6% 48.4% 0.4% 18.3%Marriott International Special Meeting - Shareholders May Call Special Meeting (Dual Proposal) Young, Myra 34.4% 65.0% 0.6% 27.5% 52.0% 0.5% 10.6%Netflix Inc. Special Meeting - Shareholders May Call Special Meeting Young, Myra 57.2% 42.5% 0.3% 40.4% 30.0% 0.2% 17.9%






Nextera Energy, Inc. Provide Right to Act by Written Consent Young, Myra 42.4% 56.8% 0.9% 33.4% 44.7% 0.7% 12.0%


Young, Myra 46.8% 52.3% 1.0% 36.2% 40.4% 0.8% 12.0%

American Express Company Require Independent Board Chairman Young, Myra / Chevedden, John 35.3% 64.5% 0.2% 28.5% 52.1% 0.2% 8.8%Intel Corporation Provide Right to Act by Written Consent Young, Myra / Chevedden, John 40.1% 59.3% 0.7% 27.8% 41.1% 0.5% 18.3%Biogen Inc. Proxy Access Right - Amend Young, Myra / McRitchie, James 28.4% 70.5% 1.1% 22.6% 56.1% 0.9% 6.9%DaVita Inc. Proxy Access Right - Amend Young, Myra / McRitchie, James 19.0% 80.9% 0.2% 15.0% 64.1% 0.2% 7.5%Goldman Sachs Group Inc. (The) Proxy Access Right - Amend Young, Myra / McRitchie, James 26.9% 72.4% 0.7% 20.9% 56.1% 0.5% 11.7%Kansas City Southern Provide Right to Act by Written Consent Young, Myra / McRitchie, James 52.5% 47.1% 0.4% 42.1% 37.7% 0.3% 8.4%Starbucks Corporation Proxy Access Right - Amend Young, Myra / McRitchie, James 32.5% 66.8% 0.7% 22.3% 45.8% 0.5% 19.9%







21.6% 77.2% 1.3% 15.6% 55.9% 0.9% 16.4%


23.8% 75.5% 0.7% 16.1% 51.1% 0.5% 17.4%

Apple Inc. Establish Human Rights Committee Zhao, Jing 5.4% 91.8% 2.8% 3.2% 54.6% 1.7% 26.8%Twitter, Inc. Establish International Policy Board Committee Zhao, Jing 2.9% 96.8% 0.4% 1.7% 58.6% 0.2% 23.0%


Zhao, Jing 6.0% 93.2% 0.8% 4.8% 75.1% 0.6% 9.3%



Part 2> Selected Shareholder Proposal Voting Results –

Environmental and Social


Part 2> Selected Shareholder Proposal Voting Results – Environmental and Social


> The universe of proponents of environmental and

social (E&S) shareholder proposals (Figure 10)

> Voting results on select E&S proposals from this

category (Figures 11 - 18); and

> Investor voting results on a shareholder proposal

relating to employment diversity reporting at eight

companies in the S&P 1500 (Figure 19).

This year, over 400 E&S-related proposals were submitted

to companies in the S&P 1500; 150 of these shareholder

proposals were the subject of a shareholder vote. We

believe a number of factors help explain this difference.

As in prior years, companies were successful in their

efforts to obtain no-action relief to exclude certain

E&S measures. More significantly, some companies

chose to negotiate with proponents to address their

concerns outside the context of the shareholder

proposal process. These negotiations often resulted in

companies providing to the market additional reporting

and disclosure on diversity and climate change-

related matters.1 This dynamic helps illustrate the

effectiveness of shareholders leveraging the “private

ordering” process, especially in the context of E&S

proposals.2 Asset owners such as pension funds have

also been active in employing the exempt-solicitation

process in support of certain environmental topics.3

In 2017, 212 E&S proposals were the subject of a

shareholder vote. While the number of E&S proposals

decreased in 2018 compared to last year, the average

level of support in favor rose in many E&S categories.

These select proposal types are detailed in Figures 11 – 16.

In one proposal category, relating to climate change,

there was both a decrease in the number of proposals

that were subject to a vote and a decline in overall

support levels; see Figure 17.

Proposal Type 2017

2017 Average % For 2018

2018 Average % For

Employment/ Board Diversity

9 24.5% 11 36.6%

Political Contributions/ Lobbying Payment & Policy

65 24.8% 55 27.8%

Gender Pay Gap 13 12.4% 8 15.5%

Sustainability 8 30.7% 6 33.6%

Environmental/GHG & Methane Emissions

14 26.6% 15 30.2%

Proposal Type 2017

2017 Average % For 2018

2018 Average % For

Climate Change/2-Degree Scenario

23 33.9% 8 32.7%

Proponents: Environmental and Social

Shareholder Proposals

As detailed in Figure 10, in 20184 the number of

E&S proposals sponsored by labor unions, public

pension funds, and individual shareholders that went

to a vote was similar to the number from 2017.

This year, the New York City Pension Funds increased

their efforts with nine sponsored proposals that were

subject to a shareholder vote – a majority of these

proposals related to employment diversity reporting.

They sponsored three such proposals in 2017.

The number of proposals sponsored by religious

organizations that were the subject of a shareholder

vote in 2018 decreased significantly from 2017. Most

notably, Holy Land Principles, Inc. which had 13 sponsored

proposals subject to a shareholder vote in 2017, did not

have any proposals that were subject to a vote this year.


Vote Results: Environmental and Social


Board and Employee Diversity

Over the past two years, there was additional governance

focus and heightened media attention on employment

and board diversity. In Figure 11 we provide a summary of

shareholder proposal efforts related to employment and

board diversity in 2018. In one instance in 2018, a diversity

related shareholder proposal received majority support.

See Part 3 “Director Elections” for more details on

investor voting policy changes related to board diversity

and director elections.

Climate Change

As noted above, there was a decline in the number

of shareholder proposals related to climate change;

specifically there were 8 such proposals in 2018

as compared to 23 in 2017. This decline is partially

attributable to the success this proposal has enjoyed over

the past few years. Many companies are increasingly

choosing to address proactively certain of the

proponents’ concerns; consequently, two-thirds of the

2-degree scenario proposals filed in 2018 were ultimately

withdrawn. Five companies received a climate change

related proposal in both 2017 and 2018. See figure 17.

Noteworthy Proposals: Topics from 2018

In Figure 18, we highlight five companies that

received shareholder proposals on social issues that

attracted media attention during the 2018 proxy

season. Notably, one shareholder proposal urging

the release of a report on gun violence relative to

the company’s firearms business received 68%

support in favor, almost double the average level

of support for all E&S proposals this year.

This year, two large social media companies and one

multinational technology company received proposals

seeking more transparency on the robustness of their

content management controls. The proposals generally

request that the companies produce reports on their

policies to combat efforts to spread misinformation and

impersonate others on the internet.

At one large pharmaceutical company, the Sisters of St.

Francis of Philadelphia and Trinity Health sponsored a

proposal requesting the company produce a report on

measures it had taken related to the opioid epidemic.

Five other companies received a similar proposal this

year, which were ultimately omitted from the final ballot.

We believe these proposals on social issues will continue

to evolve over time and expect to see similar proposals

in the 2019 proxy season. Moreover, we expect there

will be an increase in the number of these proposals

and that support levels will continue to increase.

Voting Results: Environmental and Social


As outlined above, in both 2017 and 2018 there was

additional governance focus and heightened media

attention on employment and board diversity. In Figure 19

we have summarized 2018 voting results for the largest

U.S. and foreign institutional investors, by assets under

management, relative to employment diversity reporting.

A majority of these investors voted in favor of some or all

of such proposals. The results demonstrate how investors’

voting policies have evolved over time.

1 See for example the following company reports Pioneer Resources, Sustainability Report 2017 Occidental Petroleum, Climate-Related Risks and Opportunities: Positioning for a Lower-Carbon Economy

2 ISS, “Shareholder Proposals: Evidence of Private Ordering Supplanting Public Policy?” June 2017

3 Bloomberg, “Exempt Proxy Solicitations: A New Twist on an Old Form,” August 2018

4 When referencing ‘2018’ or ‘this year’, we are referring to the reporting period July 1, 2017 through June 30, 2018.

http://www.pxd.com/docs/default-source/default-document-library/2017sustainabilityreport.pdf?sfvrsn=2

https://www.oxy.com/SocialResponsibility/overview/SiteAssets/Pages/Social-Responsibility-at-Oxy/Assets/Occidental_Climate Report_2018.pdf

https://www.oxy.com/SocialResponsibility/overview/SiteAssets/Pages/Social-Responsibility-at-Oxy/Assets/Occidental_Climate Report_2018.pdf


Figure 10> Sponsorship of Environmental and Social Proposals – 2017 and 2018

2017 2018

Labor Unions (8.0%*) 12 12

Amalgamated Bank (LongView Fund) 3 1


4 2

CTW Investment Group 1 0

International Brotherhood of DuPont Workers 1 0

International Brotherhood of Teamsters (TEAMSTERS)

2 5

Trowel Trades (Large Cap Equity Index Fund) 1 0

UNITE HERE 0 1

United Auto Workers (UAW) 0 1

United Steelworkers Union 0 2

Public Pensions (18.7%*) 33 28

California State Teachers' Retirement System (CalSTRS)

1 0

City of Philadelphia Public Employees Retirement System (PhiPERS)

2 0

Connecticut Retirement Plans & Trust Funds 1 0

Employees' Retirement System of Rhode Island 1 1

New York City Pension Funds 3 9

New York State Common Retirement Fund 25 18

Vermont Office of the State Treasurer 0 1

Religious Organizations (16.0%*) 40 24

Azzad Asset Management 1 2

Benedictine Sisters 2 2

Capuchin Province of St. Joseph 1 0

Congregation of Sisters of St. Agnes 1 0

Friends Fiduciary Corporation 1 2

Holy Land Principles Inc. 13 0

Mercy Investment Services 10 4

Missionary Oblates of Mary Immaculate 0 1

Nathan Cummings Foundation 5 2

Northwest Women Religious Investment Trust 1 0

Presbyterian Church USA 1 0

Priests of the Sacred Heart 1 0

School Sisters of Notre Dame 0 1

Sisters of St. Dominic, New Jersey 1 0

Sisters of St. Francis of Philadelphia 1 2

Sisters of the Holy Names of Jesus and Mary 0 1

Sisters of the Presentation of the Blessed Virgin Mary

0 1

Unitarian Universalist Association 1 6

2017 2018

Other Shareholder Groups (46.0%*) 103 69

Arjuna Capital 11 2

As You Sow Foundation 16 13

Boston Common Asset Management 1 1

Calvert Asset Management 6 0

Calvert Research Management 1 1

Clean Yield Asset Management 3 0

Domini Social Investments 5 2

First Affirmative Financial 3 0

Fonds de Solidarite 1 0

GAMCO Asset Management Inc. 0 1

Green Century Capital Management 3 1

Harrington Investments 2 3

Heartland Initiative Inc. 1 1

Humane Society of the United States 1 1

Investors Against Genocide 0 1

Jantz Management LLC 0 1

Miller Howard Investments 1 1

National Center of Public Policy Research 6 2

Nebraska Peace Foundation 1 0

Needmor Fund 4 0

New Ground Social Investment 0 2

Northstar Asset Management Funded Pension Plan

5 7

Oneida Trust 2 0

Organization United for Respect 1 1

Park Foundation 0 2

Pax World Funds 0 2

People for the Ethical Treatment of Animals (PETA)

2 1

Portfolio 21 Global Equity Fund 1 0

Renew Missouri 1 0

Sierra Club 1 0

Sum of Us 1 0

Sustainability Group of Loring Wolcott & Coolidge

1 1

Sustainvest Asset Management 1 0

Trillium Asset Management 7 10

Trinity Health 0 1

Tri-State Coalition for Responsible Investment 1 0

Walden Asset Management 8 6

Zevin Asset Management 5 5

Individual Shareholders (9.3%*) 13 14

Not Disclosed (2.0%*) 11 3

Total 212 150

* Percentages denote the total share of environmental and social-related proposals sponsored by this type of investor.


Figure 11Shareholder Proposals – Board/Employment Diversity, Voting Results – 2018



Company Proposal Sponsor For Against Abstain For Against Abstain Non-Vote

Alphabet Inc. Board Diversity - Adopt a Policy on Board Diversity Trillium Asset Management 4.7% 90.9% 4.4% 2.8% 53.8% 2.6% 27.1%Applied Materials Inc. Employment Diversity - Adopt Policy to Annually Disclose EEO-1 Data New York City Pension Funds 40.7% 52.2% 7.1% 29.6% 38.0% 5.2% 12.9%Discovery Inc. Board Diversity - Report on Steps Taken to Increase Board Diversity Nathan Cummings Foundation 61.9% 36.7% 1.5% 51.7% 30.6% 1.2% 8.4%Exxon Mobil Corporation Board Diversity - Disclose a Board Diversity and Qualifications Matrix New York City Pension Funds 34.6% 63.3% 2.1% 31.2% 57.0% 1.9% 4.1%

Home Depot Inc. (The)Employment Diversity - Prepare Employment Diversity Report and Report on Diversity Policies

Benedictine Sisters of Virgina 45.5% 48.8% 5.8% 32.0% 34.3% 4.1% 17.3%

Juniper Networks Inc. Employment Diversity - Report on Annual Disclosure of EEO-1 Data New York City Pension Funds 43.7% 55.8% 0.5% 34.5% 44.0% 0.4% 9.4%Lam Research Corporation Employment Diversity - Report on Annual Disclosure of EEO-1 Data New York City Pension Funds 40.5% 52.7% 6.8% 31.6% 41.2% 5.3% 9.9%NetApp Inc. Employment Diversity - Report on Annual Disclosure of EEO-1 Data New York City Pension Funds 27.2% 69.3% 3.5% 22.1% 56.3% 2.8% 8.7%

Starbucks CorporationEmployment Diversity - Prepare Employment Diversity Report and Report on Diversity Policies

Trillium Asset Management / Paul LeFort Revocable Trust

33.6% 63.1% 3.3% 23.0% 43.3% 2.2% 19.9%

The Charles Schwab CorporationEmployment Diversity - Prepare Employment Diversity Report and Report on Diversity Policies

New York City Pension Funds 35.4% 63.3% 1.4% 31.3% 56.0% 1.2% 5.8%

The Travelers Companies Inc.Employment Diversity - Prepare Employment Diversity Report and Report on Diversity Policies

Trillium Asset Management 34.5% 60.3% 5.2% 26.8% 46.9% 4.1% 11.4%




Alliant Energy Corporation Report on Political Contributions New York City Pension Funds 37.5% 58.6% 3.8% 24.4% 38.1% 2.5% 12.0%Allstate Corporation (The) Report on Political Contributions International Brotherhood of Teamsters (TEAMSTERS) 45.4% 52.2% 2.4% 34.4% 39.6% 1.8% 9.6%American Water Works Report on Political Contributions Trillium Asset Management 39.0% 59.0% 2.0% 30.2% 45.8% 1.6% 12.3%Ameriprise Financial Inc. Report on Political Contributions New York State Common Retirement Fund 38.1% 60.0% 1.9% 31.5% 49.7% 1.6% 8.0%CarMax Inc. Report on Political Contributions International Brotherhood of Teamsters (TEAMSTERS) 28.9% 70.1% 1.1% 24.1% 58.5% 0.9% 6.9%CMS Energy Corporation Report on Political Contributions New York State Common Retirement Fund 44.3% 53.8% 1.8% 27.0% 32.8% 1.1% 4.8%Eli Lilly and Company Report on Political Contributions New York State Common Retirement Fund 19.8% 78.4% 1.8% 14.9% 58.9% 1.3% 10.3%Emerson Electric Company Report on Political Contributions Trillium Asset Management 38.5% 59.3% 2.2% 27.9% 43.0% 1.6% 16.1%Equifax Inc. Report on Political Contributions New York State Common Retirement Fund 29.0% 68.6% 2.4% 24.7% 58.6% 2.1% 6.3%Ford Motor Company Report on Political Contributions McRitchie, James / Chevedden, John 17.1% 81.2% 1.7% 12.4% 58.6% 1.2% 20.5%Intel Corporation Report on Political Contributions Northstar Asset Management Funded Pension Plan 6.7% 90.2% 3.1% 4.7% 62.6% 2.1% 18.3%J.B. Hunt Transport Services Inc. Report on Political Contributions International Brotherhood of Teamsters (TEAMSTERS) 25.0% 73.2% 1.7% 22.9% 67.1% 1.6% 3.8%Nextera Energy, Inc. Report on Political Contributions New York State Common Retirement Fund 42.3% 55.5% 2.3% 33.3% 43.7% 1.8% 11.9%Nike Inc. Report on Political Contributions Newground Social Investment 29.3% 67.9% 2.8% 23.8% 55.1% 2.3% 8.7%Northern Trust Corporation Report on Political Contributions Unitarian Universalist Association 23.5% 74.5% 2.1% 20.1% 63.8% 1.8% 5.8%NRG Energy Inc. Report on Political Contributions New York City Pension Funds 34.6% 63.7% 1.6% 29.0% 53.2% 1.4% 5.8%Oracle Corporation Report on Political Contributions New York State Common Retirement Fund 21.8% 77.8% 0.5% 18.2% 65.0% 0.4% 8.7%PayPal Holdings Inc. Report on Political Contributions McRitchie, James / Young, Myra 24.0% 73.7% 2.3% 18.6% 57.0% 1.8% 10.7%Range Resources Corporation Report on Political Contributions Nathan Cummings Foundation 35.7% 63.8% 0.6% 26.8% 47.9% 0.4% 14.0%Republic Services Inc. Report on Political Contributions International Brotherhood of Teamsters (TEAMSTERS) 28.1% 68.4% 3.5% 24.9% 60.7% 3.1% 4.1%The Charles Schwab Corporation Report on Political Contributions McRitchie, James 25.0% 73.4% 1.7% 22.1% 64.8% 1.5% 5.8%Western Union Company (The) Report on Political Contributions New York State Common Retirement Fund 31.5% 67.1% 1.4% 27.0% 57.3% 1.2% 4.6%Wyndham Destinations Inc. Report on Political Contributions Mercy Investment Services 41.9% 56.1% 1.9% 33.4% 44.7% 1.5% 8.1%Wynn Resorts, Limited Report on Political Contributions New York State Common Retirement Fund 30.3% 52.4% 17.3% 19.6% 33.8% 11.2% 0.7%

Figure 12Shareholder Proposals – Political Contributions, Voting Results – 2018


Figure 13Shareholder Proposals – Report on Lobbying Payment and Policy, Voting Results – 2018




AbbVie Inc. Report on Lobbying Payments and Policy Zevin Asset Management / Benedictine Sisters 23.7% 73.8% 2.4% 17.2% 53.5% 1.8% 16.4%

Aetna Inc. Report on Lobbying Payments and PolicyMercy Investment Services / Daughters of Charity, Inc. (St. Louis Province) / Sisters of the Order of St Dominic of Grand Rapids

7.7% 88.5% 3.8% 6.0% 68.7% 3.0% 6.9%

Alphabet Inc. Report on Lobbying Payments and Policy Walden Asset Management 9.3% 89.8% 0.9% 8.1% 77.8% 0.8% 4.8%American Water Works Report on Lobbying Payments and Policy Boston Common Asset Management 38.0% 56.3% 5.7% 29.5% 43.7% 4.4% 12.3%AT&T Inc. Report on Lobbying Payments and Policy Walden Asset Management 32.8% 62.9% 4.3% 18.5% 35.4% 2.4% 25.4%BlackRock Inc. Report on Lobbying Payments and Policy Unitarian Universalist Association 20.6% 77.7% 1.7% 17.1% 64.3% 1.4% 6.3%Boeing Company (The) Report on Lobbying Payments and Policy Benedictine Sisters of Chicago 23.7% 73.5% 2.8% 16.6% 51.6% 2.0% 19.1%

CenturyLink Inc. Report on Lobbying Payments and PolicyAmerican Federation of Labor and Congress of Industrial Organizations (AFL-CIO)

20.8% 76.7% 2.4% 14.5% 53.6% 1.7% 20.9%

Charter Communications Inc. Report on Lobbying Payments and Policy New York State Common Retirement Fund 19.4% 79.4% 1.1% 18.9% 77.3% 1.1% 2.8%

Chevron Corporation Report on Lobbying Payments and PolicyWalden Asset Management / City of Philadelphia Public Employees Retirement System (PhiPERS)

30.6% 66.5% 2.9% 20.7% 45.0% 1.9% 17.4%

Cisco Systems Inc. Report on Lobbying Payments and PolicyUnitarian Universalist Association / Walden Asset Management

34.0% 64.6% 1.4% 24.5% 46.5% 1.0% 15.0%

Comcast Corporation Report on Lobbying Payments and PolicyFriends Fiduciary Corporation / Walden Asset Management

18.6% 78.9% 2.4% 16.1% 68.3% 2.1% 5.6%

Duke Energy Corporation Report on Lobbying Payments and Policy National Center for Public Policy Research 33.5% 63.3% 3.1% 21.6% 40.8% 2.0% 24.1%Eli Lilly and Company Report on Lobbying Payments and Policy New York State Common Retirement Fund 19.8% 78.4% 1.8% 14.9% 58.9% 1.3% 10.3%

Emerson Electric Company Report on Lobbying Payments and PolicySustainability Group of Loring, Wolcott & Coolidge

39.3% 59.9% 0.8% 28.5% 43.4% 0.6% 16.1%

Exxon Mobil Corporation Report on Lobbying Payments and PolicyUnited Steelworkers Union / Walden Asset Management / Needmor Fund

24.1% 67.6% 8.3% 15.5% 43.6% 5.3% 21.1%

FedEx Corporation Report on Lobbying Payments and Policy Newground Social Investment 24.8% 74.4% 0.8% 19.6% 58.8% 0.6% 9.7%Ford Motor Company Report on Lobbying Payments and Policy Unitarian Universalist Association 16.5% 81.8% 1.7% 11.9% 59.0% 1.2% 20.5%Franklin Resources Inc. Report on Lobbying Payments and Policy Zevin Asset Management 20.8% 76.1% 3.1% 17.1% 62.6% 2.5% 6.6%General Electric Company Report on Lobbying Payments and Policy National Center for Public Policy Research 20.5% 76.1% 3.5% 11.4% 42.3% 1.9% 18.6%Goldman Sachs Group Inc. (The) Report on Lobbying Payments and Policy Unitarian Universalist Association 8.8% 88.4% 2.9% 6.8% 68.5% 2.2% 11.7%Honeywell International Inc. Report on Lobbying Payments and Policy Azzad Asset Management 39.7% 57.9% 2.5% 30.8% 45.0% 1.9% 11.7%International Business Machines Corporation (IBM)

Report on Lobbying Payments and Policy Walden Asset Management 31.6% 64.5% 3.9% 19.2% 39.1% 2.4% 19.3%

Motorola Solutions Inc. Report on Lobbying Payments and Policy Mercy Investment Services 33.9% 64.1% 2.0% 26.4% 50.0% 1.5% 11.6%Nucor Corporation Report on Lobbying Payments and Policy Domini Social Investments 35.6% 61.6% 2.8% 28.3% 49.0% 2.2% 11.6%

Pfizer Inc. Report on Lobbying Payments and PolicyInternational Brotherhood of Teamsters (TEAMSTERS)

32.5% 64.5% 3.0% 22.9% 45.5% 2.1% 15.5%

Tyson Foods Inc. Report on Lobbying Payments and Policy Mercy Investment Services 11.9% 87.9% 0.2% 11.3% 83.1% 0.1% 2.0%United Parcel Service Inc. Report on Lobbying Payments and Policy Walden Asset Management 18.8% 77.5% 3.6% 13.1% 53.8% 2.5% 5.1%

Verizon Communications Inc. Report on Lobbying Payments and PolicyTrillium Asset Management / Boston Common Asset Management

35.2% 61.9% 3.0% 23.9% 42.1% 2.0% 18.7%

Vertex Pharmaceuticals Incorporated Report on Lobbying Payments and Policy Friends Fiduciary Corporation 29.9% 67.9% 2.2% 25.6% 58.2% 1.9% 3.1%Walt Disney Company (The) Report on Lobbying Payments and Policy Zevin Asset Management 37.1% 62.1% 0.8% 25.5% 42.6% 0.6% 17.0%




3M Company Report on Gender Pay Gap United Steelworkers Union 7.8% 90.4% 1.7% 5.4% 62.9% 1.2% 17.1%Alphabet Inc. Report on Gender Pay Gap Arjuna Capital 15.6% 83.9% 0.5% 13.5% 72.7% 0.4% 4.8%DowDuPont Inc. Report on Gender Pay Gap Not Disclosed 6.9% 92.0% 1.1% 5.0% 66.9% 0.8% 13.9%Express Scripts Holding Company Report on Gender Pay Gap Not Disclosed 14.9% 83.7% 1.4% 11.9% 66.7% 1.1% 9.1%Facebook Inc. Report on Gender Pay Gap Arjuna Capital 9.9% 88.9% 1.1% 8.1% 72.8% 0.9% 6.0%Oracle Corporation Report on Gender Pay Gap Pax World Funds 37.4% 59.2% 3.3% 31.3% 49.5% 2.8% 8.7%TJX Companies Inc. (The) Report on Gender Pay Gap Zevin Asset Management 24.8% 69.9% 5.2% 20.7% 58.4% 4.4% 5.8%Walmart Inc. Report on Gender Pay Gap Organization United for Respect 6.8% 92.4% 0.8% 5.8% 78.5% 0.7% 8.5%

Figure 14Shareholder Proposals – Gender Pay Gap, Voting Results – 2018


Figure 15Shareholder Proposals – Sustainability, Voting Results – 2018




Berkshire Hathaway Inc.Environmental - Report on Methane Emissions Management, Including Reduction Targets

Sage, Marcia / Baldwin Brothers 8.3% 89.6% 2.1% 5.9% 63.8% 1.5% 0.0%

C.H. Robinson Worldwide Inc.Environmental - Report on Feasibility of Adopting GHG Disclosure and Management

Sisters of the Presentation of the Blessed Virgin Mary

37.6% 61.8% 0.6% 29.0% 47.7% 0.5% 14.1%

Chevron Corporation Environmental - Report on Methane Emissions Park Foundation / As You Sow Foundation 41.8% 51.1% 7.2% 28.3% 34.6% 4.9% 17.4%

Cooper Companies Inc. (The)Environmental - Report on the Feasibility of Achieving Net Zero GHG Emissions

Amalgamated Bank (LongView Fund) 30.4% 62.4% 7.1% 26.6% 54.5% 6.2% 4.2%

Emerson Electric CompanyEnvironmental - Adopt Quantitative Company-wide GHG Goals

As You Sow Foundation / Walden Asset Management

38.3% 59.9% 1.8% 27.8% 43.5% 1.3% 16.1%

Flowserve CorporationEnvironmental - Adopt GHG Emissions Reduction Goals

New York City Pension Funds 21.3% 75.1% 3.6% 18.8% 66.4% 3.2% 4.6%

Fluor CorporationEnvironmental - Adopt Quantitative Company-wide GHG Goals

New York State Common Retirement Fund 41.2% 57.9% 0.9% 33.5% 47.1% 0.7% 8.4%

Ford Motor CompanyEnvironmental - Report on Fleet GHG Emissions in Relation to CAFE Standards


General Motors CompanyEnvironmental - Report on Fleet GHG Emissions in Relation to CAFE Standards

As You Sow Foundation / Arkay Foundation 26.7% 72.6% 0.7% 19.2% 52.3% 0.5% 12.6%

Genesee & Wyoming Inc.Environmental - Adopt GHG Emissions Reduction Goals

Calvert Research Management 54.3% 40.6% 5.1% 49.6% 37.1% 4.6% 4.3%

Illinois Tool Works Inc.Environmental - Adopt and Report on Science-Based GHG Emissions Reduction Targets

Trillium Asset Management / New York City Pension Funds

24.3% 74.6% 1.1% 19.4% 59.4% 0.9% 10.1%

J.B. Hunt Transport Services Inc.Environmental - Adopt and Report on Science-Based GHG Emissions Reduction Targets

Trillium Asset Management 21.4% 78.3% 0.3% 19.6% 71.7% 0.3% 3.9%

Kinder Morgan Inc.Environmental - Report on Methane Emissions Management

Miller Howard Investments / Mercy Investment Services

37.7% 61.5% 0.8% 27.7% 45.1% 0.6% 17.1%

Range Resources CorporationEnvironmental - Report on Methane Emissions Management and Reduction Targets

Unitarian Universalist Association 48.6% 48.1% 3.3% 36.5% 36.1% 2.4% 14.0%

Tapestry Inc.Environmental - Report on Net-Zero Greenhouse Gas Emissions

Jantz Management LLC 8.2% 90.6% 1.2% 6.7% 73.3% 1.0% 8.3%




Acuity Brands Inc. Report on Sustainability Trillium Asset Management 48.9% 49.3% 1.9% 42.4% 42.8% 1.6% 5.2%American Financial Group Inc. Report on Sustainability New York State Common Retirement Fund 47.8% 51.0% 1.2% 40.6% 43.3% 1.0% 5.7%Berkshire Hathaway Inc. Report on Sustainability Cathcart, Freeda 11.5% 87.2% 1.4% 8.2% 62.1% 1.0% 0.0%Host Hotels & Resorts Inc. Report on Sustainability UNITE HERE 30.9% 68.6% 0.5% 27.4% 60.7% 0.4% 0.0%Kinder Morgan Inc. Report on Sustainability New York State Common Retirement Fund 59.9% 39.3% 0.8% 44.0% 28.9% 0.6% 17.1%Tootsie Roll Industries Inc. Report on Sustainability Walden Asset Management 2.9% 97.1% 0.0% 2.8% 92.4% 0.0% 3.2%

Figure 16Shareholder Proposals – Environmental/GHG & Methane Emissions, Voting Results – 2018


Figure 17Shareholder Proposals – Climage Change/2-Degree Scenario, Voting Results – 2018




Anadarko Petroleum Corporation Assess Portfolio Impacts of Policies to Meet 2 Degree Scenario As You Sow Foundation 52.5% 46.5% 1.1% 42.1% 37.3% 0.8% 7.1%Bank Of New York Mellon Corporation (The)

Report on and Assess Proxy Voting Policies in Relation to Climate Change Position

Altschuler, Daniel / Friends Fiduciary Corporation

6.7% 91.6% 1.7% 5.4% 73.4% 1.4% 7.2%

Chevron Corporation Report on Transition to a Low Carbon Business ModelAs You Sow Foundation / Arjuna Capital / Zevin Asset Management

7.9% 89.9% 2.2% 5.4% 60.8% 1.5% 17.4%

Entergy Corporation Report on Strategy for Aligning with 2 Degree ScenarioPark Foundation / Arjuna Capital / As You Sow Foundation

29.5% 69.2% 1.3% 23.0% 53.9% 1.0% 9.3%

Kinder Morgan Inc. Assess Portfolio Impacts of Policies to Meet 2 Degree Scenario Zevin Asset Management 59.2% 40.0% 0.8% 43.5% 29.4% 0.6% 17.1%

Noble Energy Inc. Assess Portfolio Impacts of Policies to Meet 2 Degree ScenarioAs You Sow Foundation / Presbyterian Church USA

45.6% 54.0% 0.4% 38.1% 45.2% 0.3% 6.7%

Old Republic International Corporation

Report on Steps Taken to Improve Board Oversight of Climate Change Risk

Pax World Funds 47.5% 50.2% 2.3% 35.9% 38.0% 1.7% 13.1%

PNM Resources Inc. (Holding Co.) Assess Portfolio Impacts of Policies to Meet 2 Degree ScenarioMissionary Oblates of Mary Immaculate / Sam and Wendy Hitt Family Trust

13.1% 77.6% 9.3% 7.5% 44.2% 5.3% 4.2%




Sturm, Ruger & Co., Inc. Report on Gun ViolenceSisters of the Holy Names of Jesus and Mary / Catholic Health Initiatives

68.0% 30.8% 1.2% 41.2% 18.7% 0.7% 29.1%

AmerisourceBergen Corp. Report on Governance Measures Implemented Related to OpioidsSisters of St. Francis, Philadelphia / Trinity Health

39.2% 55.8% 5.0% 33.5% 47.8% 4.3% 6.9%

Alphabet, Inc.Report on Major Global Content Management Controversies (Fake News)

Harrington Investments / Arjuna Capital / New York State Common Retirement Fund

12.7% 86.7% 0.6% 11.0% 75.2% 0.5% 4.8%

Facebook, Inc.Report on Major Global Content Management Controversies (Fake News)

Harrington Investments 10.1% 88.7% 1.2% 8.3% 72.6% 0.9% 6.0%

Twitter, Inc.Report on Major Global Content Management Controversies (Fake News)

New York State Common Retirement Fund / Arjuna Capital

35.7% 64.1% 0.2% 21.6% 38.8% 0.1% 23.0%

Figure 18Shareholder Proposals – New Social Trending Proposals, Voting Results – 2018


Figure 19Institutional Investor Voting Data, Select Employment Diversity Shareholder Proposals – 2018

Investor

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Aberdeen Asset Management, Inc. • • • • • 5 0 0 0

Achmea • • • • • • • 7 0 0 0

ACTIAM • • • • • • • • 6 2 0 0

AEGON Asset Management • 0 1 0 0

Alberta Investment Management Corporation (AIMco) • • • • • • 5 1 0 0

AllianceBernstein LP • • • • • • • • 7 1 0 0

Allianz Global Investors • • • • • • • • 8 0 0 0

American Beacon Advisors, Inc. • • 1 1 0 0

American Century • • • • • • • • 0 8 0 0

APG (Stichting PF ABP) • • • • • • • • 8 0 0 0

AQR Capital Management LLC • • • • • • • • 7 1 0 0

Artisan Partners LP • 0 1 0 0

AustralianSuper • • 2 0 0 0

Aviva Investors • • • 3 0 0 0

AXA Investment Managers • • • • • • • 7 0 0 0

Barings LLC • • • • • • • • 2 6 0 0

BlackRock • • • • • • • • 0 8 0 0

BMO Global Asset Management (F&C) • • • • • • • • 8 0 0 0

BNY Mellon • • • • • • • • 1 7 0 0

Boston Partners • 1 0 0 0

bpfBOUW (De Stichting Bedrijfstakpensioenfonds voor de Bouwnijverheid) • • • • • • • • 8 0 0 0

Brandywine Global Investment Management • • • 0 3 0 0

British Columbia Investment Management Corporation (bcIMC) • • • • • • • • 8 0 0 0

Caisse de dépôt et placement du Québec • • • • • • • • 7 1 0 0

California Public Employees’ Retirement System (CalPERS) • • • • • • • • 8 0 0 0

California State Teachers' Retirement System (CalSTRS) • • • • • • • • 8 0 0 0

Canada Pension Plan Investment Board (CPPIB) • • • • • • • • 8 0 0 0

Capital Group (Multi-Managed) • • • • • 1 4 0 0

Capital International Investors • 0 1 0 0

Capital Research Global Investors • • • 1 2 0 0

Capital World Investors • • • 0 3 0 0

Charles Schwab Investment Management, Inc. • • • • • • • • 2 5 0 0

CI Investments • • • • 1 1 0 1

CIBC Global Asset Management • • • • • • • 7 0 0 0

ClearBridge Investments LLC • • • • 3 1 0 0

Cohen & Steers Capital Management, Inc. • 1 0 0 0

Colonial First State Global Asset Management • • • • • • • 2 5 0 0

Columbia Threadneedle UK • • • 2 1 0 0

Columbia Threadneedle US • • • • • • • • 2 2 4 0

Deutsche Asset Management (Germany) • • 2 0 0 0

Deutsche Asset Management (US) • • • • • • • • 8 0 0 0

Dimensional Fund Advisors, Inc. • • • • • • • • 0 8 0 0

Dodge & Cox, Inc. • • • 0 3 0 0

DoubleLine Capital • 1 0 0 0

Eaton Vance Management, Inc. • • • 3 0 0 0

Erste Asset Management • • • • 4 0 0 0

• For • Against • Abstain • Split • Did Not Vote • Echo Vote No record investor cast a vote at this meeting; investor may have chosen not to vote or did not have holding at company



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Eurizon Capital • • 2 0 0 0

Federated Investment Management Co. • • • • • • • • 0 8 0 0

Fidelity Institutional Asset Management • • • • • 5 0 0 0

Fidelity International • • • • • • 4 2 0 0

Fidelity Management & Research Co. (FMR) • • • • • • • • 8 0 0 0

First Eagle Investment Management LLC • 0 1 0 0

First Trust Advisors LP • • • • • • • • 8 0 0 0

Franklin Templeton Investments • • • • • • • • 3 5 0 0

GAM • • • • • • • 5 0 0 0

GE Asset Management, Inc. • • • • • • • • 2 3 3 0

Geode Capital Management • • • • • • • • 2 6 0 0

Goldman Sachs Asset Management LP • • • • • • • • 5 3 0 0

Grantham, Mayo, Van Otterloo Co. LLC • • • 2 1 0 0

Harbor Capital Advisors, Inc. • • • • • • 0 6 0 0

Hartford Investment Management Co., Inc. • • • • • • • • 2 6 0 0

Henderson Global Investors Ltd. • • • • • • • • 8 0 0 0

HSBC Global Asset Management • 1 0 0 0

Invesco Advisers, Inc. • • • • • • • • 0 7 1 0

Invesco Perpetual • • 0 1 1 0

Investec Asset Management • • • • 3 0 0 0

Investors Group • • • • • • • 1 6 0 0

Janus Capital Management LLC • • • • • • 1 5 0 0

Jennison Associates LLC • • 1 1 0 0

John Hancock Funds, LLC • • • • • • • • 8 0 0 0

JPMorgan Investment Management, Inc. • • • • • • • • 0 8 0 0

Kames Capital • 0 1 0 0

Kempen Capital Management • 1 0 0 0

Lazard Asset Management LLC • • • • • 4 1 0 0

Legal & General Investment Management • • • • 4 0 0 0

Loomis, Sayles & Co. LP • • 1 1 0 0

Lord Abbett & Co. LLC • • • • • • • • 0 8 0 0

Los Angeles County Employees Retirement Association (LACERA) • • 2 0 0 0

LSV Asset Management • • • • • 1 4 0 0

M&G Investment Management • • 2 0 0 0

Macquarie Investment Management • • • • • 3 2 0 0

Marathon Asset Management LLP • 0 1 0 0

Massachusetts Pension Reserves Investment Management (PRIM) • • • • • • • • 8 0 0 0

Mercer Investment Management, Inc. • • • • • 3 1 1 0

MetLife Advisers, LLC • • • • • • • • 7 1 0 0

MFS Investment Management, Inc. • • • • • • • 6 1 0 0

Minnesota State Board of Investment • • • • • • • • 7 0 1 0

MN • • • • • • • 7 0 0 0

Morgan Stanley Investment Management, Inc. • • • • • • • • 7 1 0 0

Nationwide Fund Advisors • • • 2 1 0 0

Natixis Global Asset Management • • • 1 2 0 0

Neuberger Berman LLC • • • • • • 2 4 0 0




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New York State Teachers' Retirement System • • • • • • • • 2 6 0 0

Newton • 1 0 0 0

NN Investment Partners • • • • • 5 0 0 0

Nordea Investment Management • • 2 0 0 0

Norges Bank Investment Management • • • • • • • • 8 0 0 0

North Carolina Department of State Treasurer • • • • • • • 4 3 0 0

Northern Trust Investments • • • • • • • • 3 5 0 0

Nuveen Asset Management LLC • • • • • • • • 8 0 0 0

Ohio Public Employees Retirement System (OPERS) • • • • • • 2 4 0 0

Old Mutual South Africa • • 2 0 0 0

Ontario Municipal Employees Retirement System (OMERS) • • • 3 0 0 0

Ontario Teachers' Pension Plan (OTPP) • • • • • • 3 3 0 0

OppenheimerFunds, Inc. • • • • • • • • 8 0 0 0

Oregon Investment Council • • 0 2 0 0

Ostrum Asset Management (Natixis) • • • • • • • 7 0 0 0

Pacific Investment Management Co. (PIMCO) • 1 0 0 0

Pacific Life Insurance Company • • • • • 3 2 0 0

Parametric Portfolio Associates, LLC • • • • • • • • 6 2 0 0

Payden & Rygel • 0 1 0 0

PGGM Investments • • • • • • • • 8 0 0 0

Pictet Asset Management Limited • • • • 4 0 0 0

Pioneer Investment Management, Inc. • • • • 0 0 4 0

PRIMECAP Management Co. • • • 0 3 0 0

Principal Global Investors LLC • • • • • • • • 8 0 0 0

PSP Investments • • • • • • 6 0 0 0

Putnam Investment Management LLC • • • • • • • 0 7 0 0

Quantitative Management Associates, LLC • • • • • • • • 2 6 0 0

RBC Global Asset Management, Inc. • 1 0 0 0

RhumbLine Advisers Ltd. Partnership • • • • • • • • 8 0 0 0

Robeco/RobecoSAM • • • • • • • 7 0 0 0

Robert W. Baird & Co., Inc. • 1 0 0 0

Royal London Asset Management • • 1 0 1 0

Russell Investment Management Co. • • • • • • • • 2 6 0 0

Schroders • • • • • • • • 6 2 0 0

SEI Investments Management Corp. • • • • • • • • 2 6 0 0

SSgA Funds Management, Inc. (State Street) • • • • • • • • 2 3 3 0

State of Wisconsin Investment Board (SWIB) • • • • • • 6 0 0 0

State Teachers' Retirement System of Ohio • • 2 0 0 0

SunAmerica Asset Management Corp. • • • • • • • • 4 0 4 0

Swedbank Robur • 1 0 0 0

T. Rowe Price Associates, Inc. • • • • • • • • 1 7 0 0

Teacher Retirement System of Texas • • • • • • • 7 0 0 0

The Dreyfus Corporation • • • • • • • • 1 7 0 0

The New York State Common Retirement Fund • 1 0 0 0

Thrivent Investment Management, Inc. • • • • • • • • 0 0 8 0

TIAA-CREF Asset Management LLC • • • • • • • • 8 0 0 0




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UBS Global Asset Management • • • • • • • • 7 1 0 0

Union Investment • 0 1 0 0

United Services Automobile Association (USAA) • • • • • • • • 8 0 0 0

Vanguard Group, Inc. • • • • • • • • 0 8 0 0

Victory Capital Management, Inc. • • • • • • • • 8 0 0 0

Virginia Retirement System • 1 0 0 0

Voya Investment Management • • • • • • • • 0 8 0 0

Waddell & Reed Investment Management Co. • • • • • 0 5 0 0

Washington State Investment Board (WSIB) • • • • • • • • 6 2 0 0

Wellington Management Company • • • • • • • 1 6 0 0

Wells Capital Management • 0 1 0 0

Wells Fargo Funds Management LLC • • • • • • • • 8 0 0 0



Part 3> Director Elections


Part 3> Director Elections


> Frequency of investor voting support “For” director

elections for companies in the Russell 3000 index held

over the last four years (see Figure 20).

This discussion also summarizes investor voting policy

changes related to director elections that may present

challenges for some issuers in the 2019 proxy season.

Historical Director Election Results

While investor vote support for director elections has been

consistently high over the last four years, we identified

several instances where 20181 investor support decreased

by 5% or more when compared to 2017 levels. The majority

of these instances were due to recent changes in investors’

voting policies related to board composition. Specifically, a

number of influential investors’ policies now recommend

that a board contain a minimum number of women. In the

absence of such diversity, the institutions will vote against

the election of the chair of the board’s nominating or

governance committee or others.

More institutional investors now place a greater emphasis

on board composition and effectiveness when evaluating

company performance and whether boards adequately

represent the investors’ long-term interests. In particular,

investors are seeking more information on directors’

backgrounds, skill sets and perspectives.

Investor and Proxy Advisor Policy Changes

In late 2017 and early 2018, BlackRock, State Street Global

Advisors (SSGA) and T. Rowe Price (TRP) updated their

director election voting policies. Glass Lewis and ISS also

updated their voting policy recommendations. Some of

these changes were in effect for the 2018 proxy season while

others will go into effect in 2019. The following is a summary

of these changes:

BlackRock:

> Board gender diversity: BlackRock’s policies stress the

importance of a board that comprises a diverse group

of individuals bringing to bear a range of experiences

and competing views and opinions. In particular, on

gender diversity, BlackRock now will “normally expect

to see at least two women directors on every board.”

Failure to account for diversity on the board may

cause BlackRock to recommend against the election of

nominating/governance committee members.

> Director over-boarding: BlackRock’s policies now

provide that CEOs should serve on a maximum of two

boards – their own company board and one additional

board. Previously, Blackrock supported CEO service on

two outside boards. In addition, BlackRock reaffirmed

its policy that outside directors should sit on no more

than four boards.

State Street Global Advisors (SSGA):

> Focus on board diversity: As reflected in its annual

policy updates, board diversity has been a focus for

SSGA for several years. According to its policy, “a well-

constituted board is fundamental to a well-governed

company, with board diversity a core attribute of a

board’s quality.” In accordance with its proxy guidelines,

SSGA expects boards to be comprised of at least one

female director; if the board is not, SSGA may vote

against the chair of the board’s nominating and/or

governance committee.

T. Rowe Price (TRP):

> Board diversity: Although TRP has not adopted a voting

policy on board diversity, it added a section in its voting

guidelines discussing the value of board diversity. Its

policy notes what it considers the lack of diversity in


the current U.S. company board composition and the

potential risk this imbalance may pose to a company’s

competitiveness over time. The TRP policy states

that board diversity will be a topic of focus in its

engagement program that may form the basis of a

future voting policy guideline.

> Eliminated Three-Year-Look-back on Poison Pills: TRP

will vote against all directors or certain committee

members at boards that have adopted a poison

pill without shareholder approval, and with no

commitment to put it to a shareholder vote within 12

months. Prior to the policy update, TRP voted against

directors only in cases where the pill was adopted

within the past three years. As a result of this policy

change, director nominees at portfolio companies of

TRP with non-shareholder approved poison pills older

than three years will now also be subject to negative

votes from TRP.

Glass Lewis:2

> Board diversity: Beginning in 2019, Glass Lewis will

generally recommend voting against the chair of the

nominating committee at a company with no female

directors on the board.

> Virtual-only meetings: Beginning in 2019, Glass Lewis

will recommend voting against the members of the

governance committee at any company that holds a

virtual-only annual meeting unless the proxy statement

contains robust disclosure that assures shareholders

that they will be afforded the same rights and

opportunities to participate as they would at an in-

person meeting.

ISS:

> Updated categorization of directors: ISS changed the

nomenclature it uses to describe directors. Going

forward, it will now categorize directors as executive

director, non-independent non-executive director

and independent director (replacing, respectively,

inside director, affiliated outside director and outside

director).

> Executive or director share pledging: ISS may

recommend against all members of the committee

that oversees share pledging, or the full board in

cases when a company executive or director pledges a

quantum of company stock significant enough to raise

concerns.

> Non-employee director (NED) compensation: Beginning

in 2019, ISS will recommend against board/committee

members who approve or set NED compensation when

there is a recurring pattern of excessive such pay levels

without a compelling rationale or other mitigating

factors.

Conclusion

Investors are increasingly leveraging their voting power

at annual meetings to address concerns over board

composition.

We believe investors will continue to evolve their board

composition related voting policies. These changes will drive

change and intensify focus on company performance and

shareholder value.

1 When referencing ‘2018’ or ‘this year’, we are referring to the reporting period


2 Glass Lewis released their updated 2019 voting policy guidelines immediately

before this report’s distribution. All other policy guidelines are related to

2018 proxy season updates.


Figure 20Historical Institutional Investor Voting Support For U.S. Director Elections – 2015 to 2018

For*

Investor 2015 2016 2017 2018

Aberdeen Asset Management, Inc. 89.8% 88.2% 86.1% 89.9%

Achmea 97.3% 96.9% 95.9% 81.4%

AEGON Asset Management 99.8% 97.8% 99.4% 96.8%

Alberta Investment Management Corporation (AIMco) 90.3% 91.9% 93.2% 93.9%

AllianceBernstein LP 93.3% 93.9% 93.5% 92.8%

Allianz Global Investors 92.3% 93.0% 70.2% 72.3%

American Century 96.9% 96.3% 94.5% 94.0%

AMP Capital - - 100.0% 100.0%

APG (Stichting PF ABP) 84.9% 85.6% 85.1% 86.3%

AQR Capital Management LLC 94.3% 94.1% 92.5% 91.9%

Artisan Partners LP 95.7% 95.6% 97.9% 97.5%

Ashmore Investment Advisors Limited - - - 100.0%

Aviva Investors 55.5% 56.0% 54.4% 54.5%

AXA Investment Managers 96.4% 95.9% 94.5% 95.2%

Baillie Gifford & Co. 99.6% 99.5% 99.1% 99.6%

Barings LLC 98.5% 99.0% 98.3% 95.7%

Barrow, Hanley, Mewhinney & Strauss, LLC 96.2% 94.7% 94.1% 95.8%

BlackRock 95.8% 95.8% 96.1% 96.4%

Blackstone - 92.4% - 100.0%

BMO Global Asset Management (F&C) 74.0% 75.2% 76.0% 76.0%

BMO Investment Management 90.1% 90.5% 90.7% 91.3%

BNP Paribas Asset Management - - - 87.0%

BNY Mellon 93.1% 92.7% 94.8% 95.0%

Boston Partners 96.4% 95.3% 95.7% 89.7%

British Columbia Investment Management Corporation (bcIMC)

84.2% 83.9% 84.1% 81.6%

Caisse de dépôt et placement du Québec 97.2% 95.8% 95.6% 95.8%

California Public Employees’ Retirement System (CalPERS) 92.9% 93.2% 93.9% 91.9%

California State Teachers' Retirement System (CalSTRS) 68.7% 67.8% 71.5% 73.5%

Canada Pension Plan Investment Board (CPPIB) 89.3% 96.4% 95.4% 96.2%

Candriam - 91.5% 89.7% 92.9%

Capital Fixed Income Investors 100.0% 99.2% 97.8% 75.6%

Capital Group (Multi-Managed) 99.1% 98.4% 98.7% 99.1%

Capital International Investors 99.4% 97.5% 99.1% 99.5%

Capital Research Global Investors 98.7% 99.2% 98.9% 99.2%

Capital World Investors 99.3% 99.3% 99.1% 99.8%

Charles Schwab Investment Management, Inc. 93.8% 94.1% 94.7% 94.7%

CI Investments 99.0% 97.6% 97.4% 95.0%

CIBC Global Asset Management 93.7% 93.0% 91.7% 92.5%

ClearBridge Investments LLC 98.9% 98.4% 98.9% 99.4%

Colonial First State Global Asset Management 94.6% 91.6% 95.6% 95.9%

Columbia Threadneedle UK 90.6% 84.6% 86.9% 90.7%

Columbia Threadneedle US 95.5% 96.0% 94.0% 93.3%

Credit Suisse Asset Management LLC 100.0% 98.2% 98.7% 96.3%

Delaware Management Company (Macquarie) 96.8% 96.5% 94.5% 95.2%

Deutsche Asset Management (Germany) - 79.6% 76.3% 75.4%

Deutsche Asset Management (US) 99.6% 99.4% 99.8% 88.3%

Dimensional Fund Advisors, Inc. 92.6% 90.0% 89.5% 90.0%

Dodge & Cox, Inc. 99.6% 99.6% 99.6% 99.8%

DoubleLine Capital 94.0% 100.0% 100.0% 99.8%

Eaton Vance Management, Inc. 96.0% 96.8% 94.9% 94.7%

Eurizon Capital - 100.0% 100.0% 100.0%

* Excludes Against, Withold, Abstain and Split Votes

For*

Investor 2015 2016 2017 2018

Federated Investment Management Co. 89.8% 90.1% 88.6% 88.0%

Fidelity International 99.8% 99.9% 99.0% 98.4%

Fidelity Management & Research Co. (FMR) 98.5% 98.1% 98.7% 98.7%

Fiera Capital Corporation 95.4% 77.8% 93.4% 87.0%

First Eagle Investment Management LLC 98.7% 97.4% 96.1% 97.0%

First State Investments - - 98.5% 98.6%

First Trust Advisors LP 94.4% 94.3% 92.1% 92.1%

Fisher Investments 97.8% 98.2% 96.0% 96.0%

Florida State Board of Administration 82.6% 81.8% 82.0% 81.4%

Franklin Templeton Investments 95.0% 95.7% 95.4% 95.2%

GAM - - - 95.5%

GE Asset Management, Inc. 99.5% 99.6% 95.9% 96.0%

Geode Capital Management 92.6% 91.8% 89.9% 89.1%

Goldman Sachs Asset Management LP 98.1% 97.2% 96.9% 95.4%

Harbor Capital Advisors, Inc. 98.9% 98.5% 97.7% 98.1%

Harris Associates LP 93.0% 93.3% 100.0% 99.1%

Hartford Investment Management Co., Inc. 95.8% 96.6% 95.7% 95.9%

Henderson Global Investors Ltd. 95.7% 97.2% 95.5% 96.8%

HSBC Global Asset Management 99.4% 99.9% 99.8% 99.8%

Insight Investment - - - 100.0%

Invesco Advisers, Inc. 95.3% 95.7% 94.7% 94.7%

Invesco Canada Ltd. 98.2% 97.0% 97.5% 96.9%

Invesco Perpetual 100.0% 98.2% 97.3% 98.4%

Investec Asset Management 92.2% 93.8% 91.1% 94.8%

Investors Group 88.4% 92.0% 89.2% 95.6%

Janus Capital Management LLC 94.5% 94.6% 90.6% 91.7%

Jennison Associates LLC 98.9% 97.8% 99.4% 99.3%

JPMorgan Investment Management, Inc. 94.2% 94.3% 95.2% 95.6%

Lazard Asset Management LLC 97.0% 97.8% 94.4% 96.8%

Legal & General Investment Management 95.3% 94.8% 85.4% 86.8%

Loomis, Sayles & Co. LP 84.6% 82.6% 86.9% 87.1%

Lord Abbett & Co. LLC 97.7% 97.3% 97.5% 97.6%

LSV Asset Management 94.5% 94.5% 94.6% 96.2%

M&G Investment Management 99.0% 98.8% 95.5% 95.8%

MacKay Shields LLC 97.8% 99.6% 94.2% 93.6%

Manulife Asset Management 92.6% 92.0% 90.6% 90.3%

Mercer Investment Management, Inc. 96.3% 95.7% 96.5% 97.8%

MetLife Advisers, LLC 97.4% 96.1% 91.9% 91.7%

MFS Investment Management, Inc. 95.7% 95.2% 95.5% 92.3%

Minnesota State Board of Investment - 94.5% 94.1% 94.4%

MN 64.0% 63.9% 59.3% 60.2%

Morgan Stanley Investment Management, Inc. 96.9% 97.4% 97.3% 97.0%

Nationwide Fund Advisors - 95.2% 99.1% 93.7%

Natixis Global Asset Management 96.5% 95.8% 94.5% 94.5%

Neuberger Berman LLC 93.5% 95.1% 94.7% 94.1%

New York State Teachers' Retirement System 84.0% 88.0% 89.7% 90.1%

Newton 69.9% 77.5% 84.7% 74.2%

NN Investment Partners 97.1% 96.6% 96.8% 97.1%

Nordea Investment Management - 93.3% 93.3% 94.5%

Norges Bank Investment Management 92.8% 93.5% 91.1% 94.2%

North Carolina Department of State Treasurer 85.1% 85.1% 76.0% 94.1%

Northern Trust Investments 98.5% 96.5% 98.6% 92.1%


Figure 20Historical Institutional Investor Voting Support For U.S. Director Elections – 2015 to 2018

* Excludes Against, Withold, Abstain and Split Votes

For*

Investor 2015 2016 2017 2018

Nuveen Asset Management LLC 93.0% 92.4% 92.3% 97.0%

Ohio Public Employees Retirement System (OPERS) 82.4% 81.1% 83.8% 85.5%

Old Mutual South Africa 93.6% 91.4% 90.0% 91.3%

Ontario Teachers' Pension Plan (OTPP) 98.4% 97.7% 97.8% 97.8%

OppenheimerFunds, Inc. 95.5% 94.2% 90.1% 92.2%

Oregon Investment Council 93.1% 94.0% 94.3% 93.8%

Ostrum Asset Management (Natixis) - 78.5% 83.2% 84.0%

Pacific Investment Management Co. (PIMCO) 93.3% 97.5% 96.0% 80.8%

Parametric Portfolio Associates, LLC 99.9% 100.0% 100.0% 69.9%

Payden & Rygel - 99.0% 100.0% 98.8%

PGGM Investments 80.3% 77.6% 77.8% 76.3%

Pictet Asset Management Limited - - 96.4% 94.2%

Pioneer Investment Management, Inc. 97.9% 97.3% 95.4% 93.1%

PPM America, Inc. 99.2% 97.9% 91.9% 96.0%

PRIMECAP Management Co. 99.0% 98.8% 98.4% 98.7%

Principal Global Investors LLC 91.5% 89.8% 88.5% 93.0%

Prudential Global Investment Management 95.6% 95.6% 94.0% 97.0%

PSP Investments 98.6% 98.5% 96.0% 74.6%

Putnam Investment Management LLC 91.7% 93.2% 93.3% 92.2%

Quantitative Management Associates, LLC 94.6% 94.1% 94.7% 92.9%

RBC Global Asset Management, Inc. 92.8% 94.1% 92.7% 90.7%

Robeco/RobecoSAM 95.0% 95.7% 94.8% 96.2%

Robert W. Baird & Co., Inc. 94.8% 95.0% 93.7% 94.3%

Royal London Asset Management 87.5% 80.4% 84.0% 87.1%

Russell Investment Management Co. 93.2% 93.5% 94.0% 94.9%

Schroders 98.4% 96.4% 96.0% 95.0%

For*

Investor 2015 2016 2017 2018

SEI Investments Management Corp. 95.9% 90.4% 93.0% 93.4%

SSgA Funds Management, Inc. (State Street) 90.8% 90.0% 89.0% 89.0%

Standard Life Investments 98.1% 96.9% 94.7% 88.8%

State of Wisconsin Investment Board (SWIB) 54.7% 56.1% 60.8% 75.8%

State Teachers' Retirement System of Ohio 61.7% 63.5% 55.8% 60.6%

Swedbank Robur 94.2% 94.3% 92.9% 94.7%

T. Rowe Price Associates, Inc. 97.5% 92.2% 92.8% 91.3%

TD Asset Management 91.6% 92.0% 90.1% 91.6%

Teacher Retirement System of Texas 95.9% 94.1% 91.5% 92.1%

The Dreyfus Corporation 94.5% 94.1% 95.4% 95.7%

The New York State Common Retirement Fund 84.1% 81.0% 81.4% 77.5%

Thrivent Investment Management, Inc. 96.1% 96.0% 95.7% 94.7%

TIAA-CREF Asset Management LLC 97.3% 96.7% 97.1% 96.2%

UBS Global Asset Management 98.1% 97.6% 96.8% 92.0%

Union Investment 72.2% 65.9% 64.9% 96.6%

United Services Automobile Association (USAA) 96.3% 96.3% 95.1% 89.9%

University of California 90.6% 91.0% 95.9% 78.7%

Vanguard Group, Inc. 96.1% 96.1% 96.8% 96.7%

Voya Investment Management 96.5% 95.3% 92.7% 90.9%

Waddell & Reed Investment Management Co. 97.5% 96.3% 94.8% 97.0%

Washington State Investment Board (WSIB) 98.0% 92.2% 92.2% 93.1%

Wellington Management Company 97.6% 98.6% 98.4% 98.1%

Wells Capital Management 94.9% 95.5% 97.4% 97.2%

Wells Fargo Funds Management LLC 95.3% 94.9% 93.3% 90.7%

Western Asset Management 70.6% 60.7% 55.3% 81.8%


Part 4> Management Proposal — Advisory Vote

on Executive Compensation


Part 4> Management Proposal – Advisory Vote on Executive Compensation


> Figure 21 details of voting results for say-on-pay for

companies in the S&P 500 from the 20181 proxy season.

> Figure 22 summarizes the frequency of top U.S. and

international institutional investor vote support “For”

say-on-pay proposals for the period 2015-2018.

Overview

Say-on-pay vote results for 2018 continued to be

strongly supportive of management with more than

four-fifths of S&P 500 companies receiving 90%

or more shareholder support. Average support

remained high with approximately 91% of votes cast

in favor. Concurrently, there was a slight increase in

the number of proposals failing to receive majority

shareholder support. Specifically, this year eleven S&P

500 companies failed to receive majority support

for their say-on-pay proposal. Approximately 4% of

the S&P 500 companies were in the ‘red zone,’ i.e.

received between 50% to 70% vote support in favor.

The main reason for shareholders’ low support continues

to be CEO pay-for-performance misalignment. Lack

of performance-based payouts or use of performance

goals that were not sufficiently rigorous contributed

to investor misalignment concerns. According to ISS

Analytics, for S&P 500 companies, the median pay for

a continuing CEO increased by 9% in 2017 over 2016.2

Unsurprisingly, the increase in CEO compensation

was another major factor contributing to the pay-for-

performance misalignment. Other common reasons

for shareholder opposition include granting one-

off or new-hire equity awards without performance

conditions, large discretionary bonus awards and lack

of disclosure relating to goal setting or pay changes.

One of the four S&P 500 companies that failed their

say-on-pay vote in 2017 failed to attract majority support

again in 2018. The three other companies that failed in

2017 attracted support levels ranging from approximately

59% to 93% in 2018. In general, these companies

disclosed that they made compensation program

changes based on feedback following shareholder

engagement. The changes commonly involved

increased disclosure, adjustments to performance

metrics and the relative portions of fixed and variable

pay components. In our view, the companies with

poor vote results in 2018 should consider engaging in

shareholder outreach to understand better the reasons

for the significant shareholder opposition. Typically, a

well-crafted engagement program can demonstrate

responsiveness to shareholder concerns and potentially

help to avoid another failed vote in the future.

Vote support among the top 10 U.S. investors (based

on assets under management) averaged 89.4%

in 2018, slightly below overall average support for

the say-on-pay proposals. Support by the top 10

investors also declined slightly from 2017. Note

that support by two institutions declined by 12%

and 6% from their respective levels last year.

1 When referencing ‘2018’, we are referring to the reporting period


2 ISS, “U.S. Compensation 2018 Proxy Season Review,” August 2018


Figure 21Management Proposal – Advisory Vote on Executive Compensation, Voting Results for the S&P 500 Index – 2018



Company For Against Abstain For Against Abstain Non-Vote

3M Company 92.2% 6.9% 0.9% 64.1% 4.8% 0.7% 17.1%Abbott Laboratories 78.3% 21.0% 0.7% 59.4% 15.9% 0.5% 12.9%AbbVie Inc. 94.9% 4.5% 0.5% 68.8% 3.3% 0.4% 16.4%Accenture plc. 94.6% 4.9% 0.5% 70.0% 3.6% 0.4% 8.0%Activision Blizzard, Inc. 91.7% 7.8% 0.5% 73.9% 6.3% 0.4% 6.6%Acuity Brands Inc. 93.9% 5.6% 0.5% 81.6% 4.9% 0.4% 5.2%Adobe Systems Incorporated 94.6% 5.2% 0.2% 75.6% 4.1% 0.1% 8.9%Advance Auto Parts Inc. 86.0% 14.0% 0.1% 74.6% 12.1% 0.1% 5.2%Advanced Micro Devices Inc. 94.9% 4.4% 0.6% 39.4% 1.8% 0.3% 38.3%AES Corporation (The) 95.3% 4.4% 0.3% 80.9% 3.7% 0.3% 4.8%Aetna Inc. 84.5% 15.0% 0.5% 65.6% 11.6% 0.4% 6.9%Affiliated Managers Group Inc. 90.8% 5.5% 3.7% 78.0% 4.7% 3.2% 4.1%Aflac Incorporated 95.5% 3.9% 0.5% 109.4% 4.5% 0.6% 8.5%Agilent Technologies Inc. 96.6% 3.2% 0.2% 73.9% 2.5% 0.1% 9.3%Air Products and Chemicals Inc. 96.5% 3.2% 0.3% 78.8% 2.6% 0.2% 6.1%Akamai Technologies Inc. 91.3% 8.4% 0.3% 69.3% 6.4% 0.2% 8.7%Alaska Air Group Inc. 97.9% 1.9% 0.2% 75.0% 1.5% 0.2% 13.6%Albemarle Corporation 91.5% 7.9% 0.5% 68.2% 5.9% 0.4% 9.4%Alexandria Real Estate Equities Inc. 91.1% 8.9% 0.0% 82.8% 8.1% 0.0% 1.8%Alexion Pharmaceuticals Inc. 78.5% 21.3% 0.2% 67.5% 18.3% 0.2% 3.1%Align Technology Inc. 95.3% 4.5% 0.2% 73.0% 3.4% 0.2% 10.9%Allegion PLC 97.0% 2.8% 0.2% 79.2% 2.3% 0.2% 5.5%Allergan PLC 90.4% 9.2% 0.4% 71.6% 7.3% 0.3% 8.6%Alliance Data Systems Corporation 95.3% 4.6% 0.1% 77.5% 3.8% 0.0% 6.5%Alliant Energy Corporation 93.3% 5.8% 1.0% 60.6% 3.7% 0.6% 12.0%Allstate Corporation (The) 93.1% 6.3% 0.6% 70.6% 4.8% 0.4% 9.6%Altria Group 93.6% 5.6% 0.8% 62.9% 3.8% 0.6% 22.5%Amazon.com Inc. 98.0% 1.9% 0.1% 71.3% 1.4% 0.1% 15.9%Ameren Corporation 93.2% 6.1% 0.7% 63.7% 4.2% 0.5% 12.1%American Airlines Group Inc. 98.2% 1.7% 0.1% 77.0% 1.3% 0.1% 15.3%American Electric Power Company Inc.

93.8% 5.4% 0.8% 58.3% 3.4% 0.5% 14.4%

American Express Company 69.7% 30.1% 0.2% 56.3% 24.3% 0.2% 8.8%American International Group Inc. 60.9% 36.8% 2.3% 49.2% 29.8% 1.9% 6.1%American Tower Corporation 96.6% 3.1% 0.3% 82.5% 2.6% 0.3% 5.7%American Water Works 96.8% 2.8% 0.5% 75.1% 2.1% 0.4% 12.3%Ameriprise Financial Inc. 24.3% 71.8% 3.8% 20.2% 59.5% 3.2% 8.0%AmerisourceBergen Corporation (Holding Co)

95.3% 4.5% 0.2% 81.6% 3.8% 0.2% 6.9%

AMETEK Inc. 94.7% 4.3% 1.0% 80.4% 3.7% 0.8% 5.1%Amgen Inc. 94.6% 4.8% 0.6% 72.5% 3.7% 0.5% 14.3%Amphenol Corporation 94.0% 5.9% 0.1% 84.6% 5.3% 0.1% 2.6%Anadarko Petroleum Corporation 94.0% 5.9% 0.1% 75.4% 4.7% 0.1% 7.1%Analog Devices Inc. 95.8% 3.1% 1.1% 79.4% 2.6% 0.9% 7.2%Andeavor 95.9% 3.9% 0.2% 73.1% 3.0% 0.1% 7.6%ANSYS Inc. 95.4% 4.5% 0.1% 82.9% 3.9% 0.0% 4.4%Anthem, Inc. 93.9% 5.9% 0.2% 77.5% 4.9% 0.2% 5.5%Aon PLC 82.8% 17.0% 0.2% 69.5% 14.2% 0.2% 6.9%Aon PLC 83.1% 16.8% 0.1% 69.7% 14.1% 0.1% 6.9%Apache Corporation 78.6% 21.1% 0.3% 65.2% 17.5% 0.3% 8.9%Apartment Investment and Management Company

98.5% 1.4% 0.1% 82.8% 1.2% 0.1% 3.7%

Apple Inc. 94.6% 5.0% 0.3% 56.3% 3.0% 0.2% 26.8%Applied Materials Inc. 95.0% 3.7% 1.3% 69.1% 2.7% 0.9% 12.8%Aptiv PLC 97.0% 2.6% 0.4% 82.0% 2.2% 0.4% 3.0%Archer-Daniels-Midland Company 94.1% 5.3% 0.6% 76.6% 4.3% 0.5% 8.9%Arconic Inc. 95.2% 4.5% 0.3% 72.5% 3.4% 0.2% 13.7%

*2018 voting data is from S&P 500 company annual meetings from July 1, 2017 to June 30, 2018




Arthur J. Gallagher & Co. 97.4% 2.4% 0.2% 76.3% 1.9% 0.1% 10.1%Assurant Inc. 94.9% 4.9% 0.2% 79.3% 4.1% 0.2% 5.8%AT&T Inc. 88.9% 9.7% 1.4% 50.0% 5.5% 0.8% 25.4%Autodesk Inc. 96.4% 3.5% 0.1% 82.7% 3.0% 0.1% 5.7%Automatic Data Processing Inc. 93.0% 2.6% 4.4% 68.5% 1.9% 3.2% 0.9%AutoZone Inc. 95.2% 4.6% 0.2% 79.1% 3.8% 0.2% 5.7%AvalonBay Communities Inc. 92.2% 7.8% 0.1% 81.2% 6.9% 0.1% 3.0%Avery Dennison Corporation 92.9% 6.6% 0.4% 75.1% 5.4% 0.3% 7.1%Baker Hughes a GE Co 98.3% 1.7% 0.0% 93.0% 1.6% 0.0% 2.3%Ball Corporation 68.2% 31.3% 0.6% 59.8% 27.4% 0.5% 5.1%Bank of America Corporation 94.1% 5.2% 0.7% 70.0% 3.9% 0.5% 14.2%Bank Of New York Mellon Corporation (The)

97.8% 1.8% 0.4% 78.4% 1.5% 0.3% 7.2%

Baxter International Inc. 93.2% 6.3% 0.5% 72.8% 4.9% 0.4% 9.6%BB&T Corporation 92.9% 5.9% 1.3% 69.2% 4.4% 0.9% 13.8%Becton, Dickinson and Company 95.3% 4.4% 0.3% 75.8% 3.5% 0.2% 9.6%Best Buy Co. Inc. 96.1% 3.8% 0.1% 80.6% 3.2% 0.1% 6.8%Biogen Inc. 94.6% 4.6% 0.9% 75.3% 3.6% 0.7% 6.9%BlackRock Inc. 89.2% 10.6% 0.3% 73.8% 8.8% 0.2% 6.3%Boeing Company (The) 92.8% 6.0% 1.2% 65.1% 4.2% 0.8% 19.1%Booking Holdings Inc. 90.7% 8.9% 0.4% 76.4% 7.5% 0.3% 4.8%BorgWarner Inc. 93.7% 5.9% 0.4% 81.2% 5.1% 0.3% 5.6%Boston Properties Inc. 90.7% 9.2% 0.2% 82.9% 8.4% 0.1% 1.7%Boston Scientific Corporation 95.6% 4.3% 0.1% 80.9% 3.6% 0.1% 3.4%Brighthouse Financial Inc. 97.4% 1.9% 0.7% 72.8% 1.4% 0.5% 6.4%Bristol-Myers Squibb Company 95.0% 4.3% 0.7% 66.8% 3.1% 0.5% 17.1%Broadcom Inc. 62.3% 37.6% 0.1% 52.0% 31.4% 0.1% 5.7%Brown-Forman Corporation B 99.1% 0.7% 0.2% 91.6% 0.6% 0.2% 0.0%C.H. Robinson Worldwide Inc. 84.8% 11.1% 4.1% 65.4% 8.6% 3.2% 14.1%CA Inc. 90.3% 9.6% 0.1% 77.7% 8.3% 0.1% 4.4%Cabot Oil & Gas Corporation 98.5% 1.5% 0.0% 87.4% 1.3% 0.0% 4.5%Cadence Design Systems Inc. 96.3% 3.6% 0.1% 75.8% 2.8% 0.1% 7.7%Campbell Soup Company 96.0% 3.7% 0.3% 76.3% 2.9% 0.2% 7.1%Capital One Financial Corporation 84.9% 14.9% 0.2% 72.0% 12.7% 0.1% 6.1%Cardinal Health Inc. 96.1% 3.6% 0.3% 80.8% 3.0% 0.2% 7.7%CarMax Inc. 96.0% 2.8% 1.2% 80.2% 2.4% 1.0% 6.9%Carnival Corporation 92.3% 7.6% 0.1% 72.2% 5.9% 0.1% 4.6%Carnival Corporation 92.6% 7.3% 0.1% 72.4% 5.7% 0.1% 4.6%Caterpillar Inc. 94.3% 5.1% 0.6% 64.7% 3.5% 0.4% 19.0%Cboe Global Markets Inc. 94.2% 5.0% 0.7% 72.5% 3.9% 0.6% 12.6%CBRE Group, Inc. 97.0% 3.0% 0.0% 82.6% 2.5% 0.0% 3.8%Celgene Corporation 93.2% 6.4% 0.4% 66.1% 4.5% 0.3% 13.5%Centene Corporation 87.5% 11.7% 0.8% 68.0% 9.1% 0.6% 6.5%CenterPoint Energy Inc. 90.5% 8.9% 0.6% 66.5% 6.6% 0.4% 11.7%CenturyLink Inc. 78.8% 20.6% 0.5% 55.1% 14.4% 0.4% 20.9%Cerner Corporation 92.0% 7.6% 0.4% 75.3% 6.2% 0.3% 9.3%CF Industries Holdings Inc. 79.3% 20.6% 0.1% 69.3% 18.0% 0.1% 4.8%Chevron Corporation 92.3% 6.8% 1.0% 62.4% 4.6% 0.7% 17.4%Chipotle Mexican Grill Inc. 96.0% 3.9% 0.1% 69.5% 2.8% 0.1% 17.5%Chubb Ltd 96.6% 3.0% 0.4% 80.8% 2.5% 0.4% 6.3%Church & Dwight Company Inc. 95.2% 4.5% 0.3% 71.2% 3.4% 0.2% 13.1%Cigna Corporation 93.0% 6.9% 0.2% 76.1% 5.6% 0.1% 5.1%Cimarex Energy Co 92.7% 6.8% 0.5% 80.1% 5.9% 0.4% 4.4%Cincinnati Financial Corporation 95.9% 3.4% 0.7% 75.5% 2.7% 0.6% 12.2%Cintas Corporation 99.1% 0.9% 0.0% 85.3% 0.8% 0.0% 4.9%Cisco Systems Inc. 94.0% 5.5% 0.6% 67.7% 3.9% 0.4% 15.0%






Citigroup Inc. 94.6% 5.2% 0.2% 71.3% 3.9% 0.2% 10.4%Citizens Financial Group Inc. 95.9% 4.0% 0.0% 82.7% 3.5% 0.0% 3.1%Citrix Systems Inc. 93.4% 6.5% 0.1% 68.3% 4.7% 0.1% 5.8%Clorox Company (The) 93.7% 5.5% 0.9% 63.6% 3.7% 0.6% 20.4%CME Group Inc. 92.8% 6.9% 0.3% 74.2% 5.5% 0.2% 8.7%CMS Energy Corporation 98.5% 1.3% 0.2% 60.0% 0.8% 0.1% 4.8%Coca-Cola Company (The) 95.6% 3.9% 0.5% 70.0% 2.8% 0.4% 13.8%Cognizant Technology Solutions Corporation

90.8% 8.2% 1.0% 73.2% 6.6% 0.8% 6.8%

Colgate-Palmolive Company 91.9% 7.2% 0.8% 66.7% 5.2% 0.6% 12.3%Comcast Corporation 85.0% 13.1% 1.9% 73.5% 11.3% 1.7% 5.6%Comerica Incorporated 97.6% 2.2% 0.2% 74.4% 1.7% 0.2% 9.9%ConAgra Brands Inc. 94.5% 4.9% 0.6% 69.6% 3.6% 0.5% 15.2%Concho Resources Inc. 98.4% 1.5% 0.1% 86.9% 1.3% 0.1% 2.2%ConocoPhillips 92.4% 7.0% 0.6% 66.6% 5.0% 0.4% 16.5%Consolidated Edison Inc. 92.8% 6.0% 1.2% 55.3% 3.6% 0.7% 24.6%Constellation Brands Inc. 97.7% 2.2% 0.0% 88.7% 2.0% 0.0% 3.9%Cooper Companies Inc. (The) 95.1% 4.6% 0.2% 83.1% 4.1% 0.2% 4.2%Corning Incorporated 89.9% 9.5% 0.6% 63.0% 6.6% 0.4% 18.6%Costco Wholesale Corporation 96.1% 3.6% 0.3% 65.4% 2.5% 0.2% 16.5%Coty Inc. 98.2% 1.7% 0.0% 88.7% 1.6% 0.0% 1.8%Crown Castle International Corporation

99.0% 0.8% 0.2% 86.9% 0.7% 0.2% 5.1%

CSX Corporation 77.8% 21.7% 0.5% 58.9% 16.4% 0.4% 12.7%Cummins Inc. 92.4% 7.2% 0.4% 69.1% 5.4% 0.3% 11.8%CVS Health Corp 91.0% 8.7% 0.3% 69.7% 6.7% 0.3% 10.4%D.R. Horton Inc. 95.3% 4.5% 0.2% 77.5% 3.7% 0.1% 6.9%Danaher Corporation 96.8% 3.1% 0.1% 80.8% 2.6% 0.1% 5.6%Darden Restaurants Inc. 96.7% 2.8% 0.5% 75.2% 2.2% 0.4% 8.6%DaVita Inc. 94.8% 5.1% 0.1% 75.2% 4.0% 0.1% 7.5%Deere & Company 95.5% 3.8% 0.7% 70.3% 2.8% 0.5% 14.5%Delta Air Lines Inc. 96.9% 2.8% 0.3% 73.2% 2.1% 0.2% 11.9%Dentsply Sirona Inc. 91.7% 7.3% 0.9% 77.3% 6.2% 0.8% 4.8%Devon Energy Corporation 94.7% 5.1% 0.2% 69.7% 3.7% 0.2% 12.8%Digital Realty Trust Inc. 93.4% 6.4% 0.2% 81.0% 5.5% 0.2% 6.5%Discover Financial Services 93.9% 6.0% 0.2% 78.3% 5.0% 0.1% 8.7%Dollar General Corporation 96.4% 3.4% 0.2% 83.5% 3.0% 0.2% 4.9%Dollar Tree Inc. 97.8% 2.1% 0.1% 81.4% 1.7% 0.1% 5.1%Dominion Energy Inc. 93.4% 5.8% 0.8% 63.6% 4.0% 0.5% 16.5%Dover Corporation 96.1% 3.1% 0.8% 78.1% 2.6% 0.6% 7.4%DowDuPont Inc. 93.1% 6.2% 0.7% 67.7% 4.5% 0.5% 13.9%DTE Energy Company 89.7% 5.1% 5.2% 60.8% 3.5% 3.5% 12.8%Duke Energy Corporation 80.7% 17.9% 1.3% 51.9% 11.5% 0.9% 24.1%Duke Realty Corporation 96.7% 2.9% 0.3% 83.3% 2.5% 0.3% 4.8%DXC Technology Co 57.5% 42.2% 0.3% 46.1% 33.8% 0.3% 9.5%E*TRADE Financial Corporation 95.1% 4.3% 0.5% 74.7% 3.4% 0.4% 5.5%Eastman Chemical Company 92.2% 7.4% 0.4% 72.7% 5.8% 0.3% 7.6%Eaton Corporation Plc 94.2% 5.1% 0.6% 73.3% 4.0% 0.5% 10.5%eBay Inc. 92.8% 7.2% 0.1% 74.7% 5.8% 0.0% 6.4%Ecolab Inc. 92.2% 6.4% 1.5% 75.4% 5.2% 1.2% 7.7%Edison International 91.9% 7.7% 0.4% 69.8% 5.9% 0.3% 9.6%Edwards Lifesciences Corporation 94.3% 5.4% 0.3% 75.4% 4.3% 0.3% 7.8%Electronic Arts Inc. 96.4% 3.4% 0.1% 83.3% 3.0% 0.1% 4.4%Eli Lilly and Company 97.0% 2.8% 0.3% 72.8% 2.1% 0.2% 10.3%Emerson Electric Company 94.4% 4.8% 0.8% 68.5% 3.5% 0.6% 16.1%Entergy Corporation 91.0% 8.5% 0.5% 70.8% 6.6% 0.4% 9.3%EOG Resources Inc. 95.4% 4.5% 0.1% 78.3% 3.7% 0.1% 5.6%




EQT Corporation 95.9% 3.3% 0.8% 74.5% 2.6% 0.6% 9.1%Equifax Inc. 85.1% 14.5% 0.4% 72.7% 12.4% 0.3% 6.3%Equinix Inc. 95.9% 4.1% 0.1% 82.8% 3.5% 0.1% 4.0%Equity Residential 91.3% 8.6% 0.1% 81.1% 7.7% 0.1% 2.6%Essex Property Trust Inc. 96.7% 1.8% 1.5% 85.5% 1.6% 1.3% 3.7%Estee Lauder Companies Inc. (The) 97.5% 2.2% 0.3% 94.8% 2.1% 0.3% 0.6%Everest Re Group, Ltd. 92.8% 7.2% 0.1% 81.5% 6.3% 0.1% 2.4%Eversource Energy 89.3% 9.9% 0.8% 66.7% 7.4% 0.6% 11.9%Exelon Corporation 92.9% 6.4% 0.7% 52.0% 3.6% 0.4% 8.1%Expeditors International of Washington Inc.

96.1% 3.8% 0.1% 80.4% 3.2% 0.1% 7.4%

Express Scripts Holding Company

88.4% 11.4% 0.2% 70.4% 9.1% 0.2% 9.1%

Extra Space Storage Inc. 97.4% 2.6% 0.1% 84.1% 2.2% 0.1% 6.6%Exxon Mobil Corporation 72.0% 26.8% 1.2% 46.4% 17.2% 0.8% 21.1%F5 Networks Inc. 86.4% 13.3% 0.3% 68.4% 10.5% 0.2% 6.2%Fastenal Company 96.6% 2.9% 0.5% 76.3% 2.3% 0.4% 12.7%Federal Realty Investment Trust 92.8% 6.9% 0.3% 81.9% 6.1% 0.3% 4.2%FedEx Corporation 95.9% 3.9% 0.2% 75.8% 3.0% 0.2% 9.7%Fidelity National Information Services Inc.

55.6% 44.2% 0.2% 46.0% 36.5% 0.1% 6.0%

Fifth Third Bancorp 94.7% 5.1% 0.2% 73.8% 4.0% 0.2% 10.3%FirstEnergy Corporation 94.9% 4.1% 0.9% 76.1% 3.3% 0.8% 9.8%Fiserv Inc. 93.8% 6.0% 0.2% 76.7% 4.9% 0.2% 10.4%FleetCor Technologies Inc. 14.3% 85.6% 0.0% 11.9% 71.4% 0.0% 4.5%FLIR Systems Inc. 58.8% 40.0% 1.2% 48.2% 32.8% 1.0% 7.5%Flowserve Corporation 94.6% 5.3% 0.1% 83.7% 4.7% 0.1% 4.6%Fluor Corporation 92.6% 6.8% 0.6% 75.3% 5.6% 0.5% 8.4%FMC Corporation 59.9% 36.2% 3.9% 47.2% 28.5% 3.1% 5.8%Foot Locker Inc. 94.6% 5.2% 0.2% 74.6% 4.1% 0.1% 6.1%Ford Motor Company 95.6% 3.8% 0.6% 68.9% 2.8% 0.4% 20.5%Fortive Corp 96.7% 3.2% 0.2% 84.2% 2.8% 0.1% 5.0%Fortune Brands Home & Security Inc.

92.4% 7.2% 0.4% 74.0% 5.7% 0.3% 9.2%

Freeport-McMoran Inc. 86.6% 13.2% 0.2% 57.6% 8.8% 0.1% 17.0%Gap Inc. (The) 97.9% 2.0% 0.1% 85.4% 1.7% 0.1% 5.5%Garmin Ltd. 95.8% 4.1% 0.1% 59.4% 2.5% 0.1% 14.7%Gartner Inc. 89.7% 10.0% 0.3% 80.9% 9.0% 0.3% 4.2%General Dynamics Corporation 68.3% 31.5% 0.2% 57.4% 26.5% 0.2% 8.7%General Electric Company 90.7% 8.3% 0.9% 50.5% 4.6% 0.5% 18.6%General Mills Inc. 94.3% 4.7% 1.0% 62.1% 3.1% 0.6% 20.0%General Motors Company 96.7% 3.0% 0.2% 69.6% 2.2% 0.2% 12.6%Genuine Parts Company 93.9% 5.7% 0.4% 76.5% 4.6% 0.3% 10.1%GGP Inc. 95.3% 4.4% 0.3% 82.4% 3.8% 0.2% 2.0%Gilead Sciences Inc. 88.9% 10.8% 0.3% 65.4% 7.9% 0.2% 12.4%Global Payments Inc. 97.7% 2.1% 0.2% 85.9% 1.8% 0.2% 4.1%Goldman Sachs Group Inc. (The) 87.8% 11.9% 0.3% 68.1% 9.3% 0.2% 11.7%H&R Block Inc. 97.3% 2.4% 0.3% 74.3% 1.8% 0.2% 7.4%Halliburton Company 42.0% 56.6% 1.3% 30.8% 41.5% 1.0% 10.6%Hanesbrands Inc. 90.3% 9.0% 0.7% 66.0% 6.6% 0.5% 16.0%Harley-Davidson Inc. 63.0% 36.6% 0.4% 49.6% 28.8% 0.3% 12.5%Harris Corporation 95.6% 4.0% 0.4% 78.4% 3.3% 0.3% 8.4%Hartford Financial Services Group Inc. (The)

95.6% 4.0% 0.4% 79.2% 3.3% 0.3% 8.0%

Hasbro Inc. 96.8% 2.4% 0.8% 78.2% 1.9% 0.6% 9.3%HCA Holdings Inc. 91.0% 8.9% 0.1% 78.6% 7.7% 0.1% 4.8%HCP Inc. 91.3% 8.2% 0.5% 73.1% 6.6% 0.4% 10.1%







Helmerich & Payne Inc. 92.5% 7.0% 0.5% 75.2% 5.7% 0.4% 8.0%Henry Schein Inc. 94.8% 4.8% 0.4% 82.4% 4.2% 0.3% 5.8%Hershey Company (The) 99.0% 0.9% 0.1% 93.5% 0.8% 0.1% 3.0%Hess Corporation 95.3% 4.5% 0.3% 75.3% 3.5% 0.2% 6.9%Hewlett Packard Enterprise Co 94.7% 5.1% 0.2% 74.2% 4.0% 0.2% 11.9%Hilton Worldwide Holdings Inc. 96.6% 3.3% 0.1% 92.7% 3.1% 0.1% 2.1%HollyFrontier Corporation 93.5% 6.2% 0.3% 73.5% 4.9% 0.2% 11.7%Hologic Inc. 73.8% 26.1% 0.1% 65.7% 23.2% 0.1% 4.2%Home Depot Inc. (The) 96.9% 2.7% 0.4% 68.2% 1.9% 0.3% 17.3%Honeywell International Inc. 91.8% 7.2% 1.0% 71.4% 5.6% 0.7% 11.7%Hormel Foods Corporation 98.5% 1.3% 0.2% 81.2% 1.1% 0.2% 9.8%Host Hotels & Resorts Inc. 93.5% 6.4% 0.2% 82.8% 5.6% 0.2% 0.0%HP Inc. 92.4% 7.3% 0.3% 68.6% 5.4% 0.2% 12.2%Humana Inc. 66.2% 33.5% 0.3% 56.0% 28.4% 0.3% 3.9%Huntington Bancshares Incorporated

96.0% 3.3% 0.7% 70.6% 2.4% 0.5% 13.3%

Huntington Ingalls Industries Inc. 98.8% 0.9% 0.4% 77.7% 0.7% 0.3% 9.0%IDEXX Laboratories Inc. 95.8% 4.1% 0.1% 76.9% 3.3% 0.1% 10.1%IHS Markit Ltd 97.8% 2.2% 0.0% 91.2% 2.0% 0.0% 2.9%Illinois Tool Works Inc. 95.1% 4.5% 0.4% 75.7% 3.6% 0.3% 10.1%Illumina Inc. 97.3% 2.5% 0.3% 82.5% 2.1% 0.2% 6.6%Incyte Corporation 72.1% 27.8% 0.1% 59.6% 23.0% 0.1% 7.3%Ingersoll-Rand plc 93.1% 6.2% 0.7% 72.8% 4.9% 0.5% 7.4%Intel Corporation 93.9% 5.6% 0.5% 65.1% 3.9% 0.3% 18.3%Intercontinental Exchange Inc. 96.1% 3.8% 0.1% 80.5% 3.2% 0.1% 5.9%International Business Machines Corporation (IBM)

87.5% 10.9% 1.6% 53.0% 6.6% 0.9% 19.3%

International Flavors & Fragrances Inc.

92.9% 6.9% 0.2% 79.1% 5.9% 0.1% 4.8%

International Paper Company 94.3% 5.2% 0.5% 72.9% 4.0% 0.4% 13.8%Interpublic Group of Companies Inc. (The)

95.2% 4.7% 0.1% 85.4% 4.2% 0.1% 3.9%

Intuit Inc. 95.9% 3.9% 0.1% 79.7% 3.3% 0.1% 6.7%Intuitive Surgical Inc. 95.3% 4.6% 0.1% 76.0% 3.7% 0.1% 8.9%Invesco Ltd 62.1% 37.8% 0.1% 46.5% 28.3% 0.1% 10.1%Iron Mountain Incorporated 96.7% 3.2% 0.2% 78.0% 2.6% 0.1% 9.8%J.B. Hunt Transport Services Inc. 98.9% 1.1% 0.1% 90.6% 1.0% 0.1% 3.8%J.M. Smucker Company (The) 93.1% 3.5% 3.4% 70.7% 2.6% 2.6% 13.0%Jacobs Engineering Group Inc. 95.4% 4.1% 0.5% 73.0% 3.2% 0.3% 11.0%Jefferies Financial Group Inc. 49.5% 47.2% 3.3% 41.9% 39.9% 2.8% 9.6%Johnson & Johnson 91.1% 8.3% 0.6% 62.3% 5.7% 0.4% 16.8%Johnson Controls International PLC 51.8% 42.9% 5.3% 43.7% 36.2% 4.5% 5.8%JP Morgan Chase & Co 92.8% 6.8% 0.5% 70.6% 5.1% 0.3% 12.4%Juniper Networks Inc. 95.3% 4.6% 0.2% 75.1% 3.6% 0.1% 9.4%Kansas City Southern 93.9% 5.7% 0.4% 75.1% 4.6% 0.3% 8.4%Kellogg Company 94.6% 5.0% 0.4% 77.8% 4.1% 0.4% 8.4%KeyCorp 93.7% 5.9% 0.4% 74.6% 4.7% 0.3% 8.9%Kimberly-Clark Corporation 95.2% 3.9% 0.8% 66.9% 2.8% 0.6% 18.7%Kimco Realty Corporation 91.5% 8.2% 0.3% 75.4% 6.8% 0.2% 8.9%Kinder Morgan Inc. 96.2% 3.3% 0.5% 70.6% 2.4% 0.4% 17.1%KLA-Tencor Corporation 93.2% 6.7% 0.1% 75.7% 5.4% 0.1% 6.9%Kohl's Corporation 88.2% 11.6% 0.2% 68.1% 9.0% 0.2% 10.8%Kraft Heinz Co 96.7% 3.0% 0.3% 82.7% 2.5% 0.3% 8.0%Kroger Company (The) 90.4% 9.0% 0.6% 69.6% 6.9% 0.5% 12.8%L Brands Inc. 98.3% 1.5% 0.2% 79.8% 1.2% 0.1% 9.0%L3 Technologies Inc. 92.6% 6.3% 1.1% 75.8% 5.1% 0.9% 8.2%




Laboratory Corporation of America Holdings

95.2% 4.5% 0.3% 75.1% 3.6% 0.2% 7.8%

Lam Research Corporation 94.8% 4.4% 0.8% 74.1% 3.5% 0.6% 9.9%Leggett & Platt, Incorporated 95.2% 4.3% 0.5% 70.8% 3.2% 0.4% 13.6%Lennar Corporation 77.1% 22.5% 0.4% 58.6% 17.1% 0.3% 3.9%Lincoln National Corporation 92.4% 7.1% 0.5% 72.6% 5.6% 0.4% 9.8%LKQ Corporation 96.3% 3.6% 0.1% 77.2% 2.9% 0.1% 5.2%Lockheed Martin Corporation 92.2% 6.4% 1.5% 72.3% 5.0% 1.1% 13.5%Loews Corporation 89.3% 10.6% 0.1% 82.0% 9.8% 0.1% 4.3%Lowe's Companies Inc. 95.9% 3.7% 0.4% 71.8% 2.7% 0.3% 14.7%LyondellBasell Industries NV 95.6% 4.2% 0.2% 76.3% 3.4% 0.1% 7.5%M&T Bank Corporation 97.0% 2.6% 0.3% 80.7% 2.2% 0.3% 7.2%Macerich Company (The) 88.5% 11.2% 0.3% 81.0% 10.3% 0.3% 3.0%Macy's Inc. 95.2% 4.3% 0.5% 69.7% 3.1% 0.3% 15.2%Marathon Oil Corporation 95.3% 4.3% 0.3% 66.6% 3.0% 0.2% 12.7%Marathon Petroleum Corporation

91.4% 8.1% 0.5% 65.3% 5.8% 0.4% 11.5%

Marriott International 96.9% 2.3% 0.9% 77.5% 1.8% 0.7% 10.6%Marsh & McLennan Companies Inc. 94.5% 5.0% 0.4% 79.0% 4.2% 0.3% 6.7%Martin Marietta Materials Inc. 78.8% 21.1% 0.1% 68.1% 18.2% 0.1% 5.5%Masco Corporation 97.7% 2.1% 0.3% 78.3% 1.7% 0.2% 6.4%Mastercard Incorporated 94.6% 5.2% 0.2% 78.1% 4.3% 0.2% 6.3%Mattel Inc. 45.7% 54.2% 0.1% 38.4% 45.5% 0.1% 9.1%McCormick & Company, Incorporated

95.8% 2.3% 1.9% 64.5% 1.5% 1.3% 18.8%

McDonald's Corporation 93.4% 6.2% 0.5% 64.1% 4.2% 0.3% 16.3%McKesson Corporation 26.4% 73.0% 0.6% 20.9% 57.6% 0.4% 8.9%Medtronic PLC 93.4% 5.9% 0.7% 73.0% 4.6% 0.5% 7.8%Merck & Company Inc. 94.1% 5.4% 0.5% 68.1% 3.9% 0.4% 14.0%MetLife Inc. 96.7% 3.1% 0.2% 83.8% 2.7% 0.2% 6.2%METTLER-TOLEDO INTERNATIONAL INC.

92.7% 7.2% 0.2% 79.4% 6.2% 0.1% 4.4%

MGM Resorts International 88.1% 11.0% 1.0% 74.8% 9.3% 0.8% 6.3%Michael Kors Holdings Limited 93.8% 4.4% 1.8% 67.3% 3.2% 1.3% 5.7%Microchip Technology Inc. 92.9% 6.9% 0.2% 77.1% 5.7% 0.1% 10.3%Micron Technology Inc. 92.9% 6.6% 0.6% 64.1% 4.5% 0.4% 13.7%Microsoft Corporation 94.8% 4.4% 0.8% 68.3% 3.2% 0.6% 16.5%Mid-America Apartment Communities Inc.

93.5% 6.4% 0.2% 78.9% 5.4% 0.1% 6.5%

Mohawk Industries Inc. 96.3% 3.6% 0.1% 82.3% 3.1% 0.1% 3.1%Molson Coors Brewing Company 97.1% 2.8% 0.1% 84.0% 2.4% 0.1% 0.0%Mondelez International Inc. 44.4% 55.0% 0.6% 31.4% 38.9% 0.4% 12.1%Monsanto Company 94.1% 5.1% 0.7% 67.5% 3.7% 0.5% 8.3%Monster Beverage Corporation 85.0% 14.9% 0.1% 76.3% 13.4% 0.1% 3.1%Moody's Corporation 95.4% 4.4% 0.1% 80.4% 3.7% 0.1% 5.5%Morgan Stanley 95.7% 3.9% 0.4% 81.9% 3.3% 0.4% 7.1%Mosaic Company (The) 94.5% 5.2% 0.4% 72.5% 4.0% 0.3% 8.7%Motorola Solutions Inc. 69.1% 30.6% 0.3% 53.9% 23.8% 0.2% 11.6%MSCI Inc. 98.8% 1.1% 0.1% 84.5% 0.9% 0.1% 4.4%Mylan NV 64.8% 33.5% 1.7% 48.7% 25.2% 1.3% 5.6%Nasdaq Inc. 96.4% 3.6% 0.1% 58.7% 2.2% 0.0% 5.1%National Oilwell Varco Inc. 96.3% 3.6% 0.1% 78.8% 2.9% 0.1% 7.0%Nektar Therapeutics 91.4% 8.4% 0.3% 75.7% 6.9% 0.2% 7.8%NetApp Inc. 97.6% 2.4% 0.0% 79.3% 1.9% 0.0% 8.7%Netflix Inc. 61.1% 38.7% 0.2% 43.1% 27.3% 0.1% 17.9%Newell Brands Inc. 75.4% 24.3% 0.3% 60.4% 19.5% 0.2% 7.2%Newfield Exploration Company 96.9% 3.1% 0.0% 82.6% 2.7% 0.0% 5.3%







Newmont Mining Corporation 94.4% 5.4% 0.2% 67.1% 3.8% 0.2% 6.2%News Corp. 92.5% 7.3% 0.2% 79.6% 6.3% 0.1% 0.9%Nextera Energy, Inc. 94.6% 4.7% 0.7% 74.5% 3.7% 0.5% 11.9%Nielsen Holdings N.V. 82.4% 15.9% 1.7% 69.5% 13.4% 1.4% 2.9%Nielsen Holdings N.V. 83.9% 14.5% 1.7% 70.8% 12.2% 1.4% 2.9%Nike Inc. 93.3% 5.9% 0.7% 75.7% 4.8% 0.6% 8.7%NiSource, Inc. 98.0% 1.7% 0.3% 88.5% 1.5% 0.3% 0.0%Noble Energy Inc. 97.2% 2.7% 0.1% 81.3% 2.2% 0.1% 6.7%Nordstrom Inc. 89.9% 9.7% 0.4% 63.6% 6.9% 0.3% 15.8%Norfolk Southern Corporation 95.1% 4.3% 0.6% 68.7% 3.1% 0.4% 14.4%Northern Trust Corporation 97.2% 2.6% 0.3% 83.3% 2.2% 0.2% 5.8%Northrop Grumman Corporation 95.6% 3.0% 1.4% 75.6% 2.3% 1.1% 11.3%Norwegian Cruise Line Holdings Ltd. 65.9% 30.4% 3.7% 57.5% 26.5% 3.3% 3.3%NRG Energy Inc. 98.5% 1.5% 0.1% 82.3% 1.2% 0.1% 5.8%Nucor Corporation 95.9% 3.7% 0.4% 76.3% 3.0% 0.3% 11.6%NVIDIA Corporation 97.6% 2.1% 0.2% 63.3% 1.4% 0.1% 18.5%Occidental Petroleum Corporation

96.0% 3.5% 0.4% 75.2% 2.8% 0.3% 9.8%

Omnicom Group Inc. 87.0% 12.9% 0.1% 73.1% 10.8% 0.1% 6.0%ONEOK Inc. 96.1% 3.0% 0.8% 71.7% 2.3% 0.6% 17.5%Oracle Corporation 47.6% 50.2% 2.2% 39.7% 41.9% 1.8% 8.7%O'Reilly Automotive Inc. 96.3% 3.4% 0.3% 78.5% 2.8% 0.3% 9.2%Packaging Corporation of America 94.0% 5.7% 0.4% 78.7% 4.7% 0.3% 6.9%Parker-Hannifin Corporation 94.0% 5.2% 0.8% 76.6% 4.3% 0.6% 6.5%Paychex Inc. 96.2% 3.4% 0.4% 72.4% 2.6% 0.3% 15.5%PayPal Holdings Inc. 88.3% 11.6% 0.1% 68.4% 9.0% 0.1% 10.7%Pentair PLC 92.6% 6.5% 0.9% 74.8% 5.2% 0.7% 7.4%People's United Financial Inc. 94.7% 4.2% 1.2% 68.3% 3.0% 0.8% 14.6%Pepsico Inc. 91.1% 7.7% 1.2% 66.5% 5.6% 0.9% 15.2%PerkinElmer Inc. 96.6% 3.1% 0.4% 86.3% 2.7% 0.3% 5.0%Perrigo Co PLC 90.8% 7.7% 1.4% 75.6% 6.4% 1.2% 3.6%Perrigo Co PLC 90.4% 8.6% 1.1% 71.6% 6.8% 0.9% 4.0%Pfizer Inc. 92.0% 7.3% 0.6% 64.9% 5.2% 0.4% 15.5%PG&E Corp 94.6% 5.1% 0.3% 70.6% 3.8% 0.2% 8.2%Philip Morris International Inc. 96.7% 2.8% 0.5% 71.1% 2.1% 0.3% 15.2%Phillips 66 93.5% 5.8% 0.7% 68.1% 4.2% 0.5% 17.0%Pinnacle West Capital Corporation 92.7% 6.9% 0.4% 71.1% 5.3% 0.3% 9.4%Pioneer Natural Resources Company 95.6% 4.3% 0.1% 75.9% 3.4% 0.1% 6.7%PNC Financial Services Group Inc. (The)

96.2% 2.6% 1.2% 79.1% 2.1% 1.0% 8.3%

PPG Industries Inc. 92.7% 6.8% 0.5% 68.8% 5.1% 0.4% 11.7%PPL Corporation 91.8% 7.5% 0.7% 54.7% 4.4% 0.4% 13.2%Principal Financial Group Inc. 95.6% 3.9% 0.5% 63.8% 2.6% 0.4% 7.1%Procter & Gamble Company (The) 89.6% 6.9% 3.6% 66.9% 5.1% 2.7% 0.8%Progressive Corporation (The) 95.3% 4.3% 0.4% 74.7% 3.4% 0.3% 6.3%ProLogis Inc. 93.0% 6.8% 0.2% 81.8% 6.0% 0.1% 3.0%Prudential Financial Inc. 94.5% 4.4% 1.1% 60.8% 2.8% 0.7% 9.5%Public Service Enterprise Group Incorporated

92.2% 6.9% 0.8% 55.9% 4.2% 0.5% 10.9%

Public Storage 93.1% 6.8% 0.1% 82.1% 6.0% 0.1% 5.1%PulteGroup Inc. 92.2% 7.5% 0.3% 69.7% 5.7% 0.2% 16.4%PVH Corp. 94.1% 5.8% 0.1% 77.5% 4.8% 0.0% 3.5%Qorvo Inc. 85.7% 12.6% 1.7% 70.5% 10.4% 1.4% 10.8%QUALCOMM Incorporated 79.4% 14.2% 6.3% 61.8% 11.1% 4.9% 0.0%Quanta Services Inc. 98.5% 1.2% 0.3% 73.9% 0.9% 0.2% 8.1%Quest Diagnostics Incorporated 89.5% 9.9% 0.6% 71.6% 7.9% 0.5% 7.6%Ralph Lauren Corporation 87.7% 12.2% 0.1% 83.4% 11.6% 0.1% 1.4%




Raymond James Financial Inc. 94.1% 5.6% 0.2% 74.9% 4.5% 0.2% 14.3%Raytheon Company 89.4% 9.9% 0.7% 65.4% 7.2% 0.5% 14.1%Realty Income Corporation 90.8% 8.2% 1.0% 57.4% 5.2% 0.6% 27.2%Red Hat Inc. 97.9% 1.1% 1.0% 82.4% 0.9% 0.9% 6.0%Regency Centers Corporation 97.7% 2.2% 0.1% 80.0% 1.8% 0.1% 8.2%Regions Financial Corporation 94.2% 5.5% 0.3% 67.4% 3.9% 0.2% 13.0%Republic Services Inc. 97.7% 2.0% 0.3% 86.8% 1.8% 0.3% 4.1%ResMed Inc. 90.0% 6.1% 3.9% 66.9% 4.5% 2.9% 4.4%Robert Half International Inc. 90.8% 8.9% 0.3% 75.0% 7.3% 0.3% 6.1%Rockwell Automation Inc. 91.4% 5.5% 3.2% 65.9% 3.9% 2.3% 12.2%Rockwell Collins Inc. 94.8% 4.5% 0.7% 68.8% 3.3% 0.5% 11.5%Roper Technologies Inc. 94.6% 4.0% 1.3% 83.9% 3.6% 1.2% 3.4%Ross Stores Inc. 94.1% 5.7% 0.1% 79.0% 4.8% 0.1% 6.3%Royal Caribbean Cruises Ltd. 94.4% 5.1% 0.5% 80.1% 4.3% 0.4% 4.3%S&P Global Inc. 97.5% 2.3% 0.2% 77.1% 1.8% 0.2% 7.7%Salesforce.com Inc. 98.0% 1.9% 0.2% 80.1% 1.5% 0.1% 8.8%SBA Communications Corporation

96.6% 3.3% 0.1% 86.6% 3.0% 0.1% 2.7%

Schlumberger Limited 62.6% 32.0% 5.5% 48.3% 24.7% 4.2% 7.3%Seagate Technology. 95.3% 4.5% 0.2% 71.6% 3.3% 0.1% 16.4%Sealed Air Corporation 73.9% 25.8% 0.3% 63.9% 22.3% 0.3% 8.8%Sempra Energy 96.5% 3.1% 0.4% 80.4% 2.6% 0.3% 8.9%Sherwin-Williams Company (The) 95.1% 4.3% 0.6% 79.8% 3.6% 0.5% 8.0%Simon Property Group Inc. 95.9% 3.9% 0.2% 81.6% 3.3% 0.2% 3.7%Skyworks Solutions Inc. 93.2% 6.4% 0.4% 70.8% 4.9% 0.3% 13.3%SL Green Realty Corporation 59.2% 38.4% 2.4% 54.9% 35.6% 2.2% 1.4%Smith (A.O.) Corporation 98.6% 1.3% 0.0% 91.2% 1.2% 0.0% 2.6%Snap-On Incorporated 89.4% 10.0% 0.6% 70.8% 7.9% 0.5% 7.3%Southern Company (The) 93.4% 5.4% 1.2% 55.8% 3.2% 0.7% 23.9%Southwest Airlines Company 95.8% 3.8% 0.4% 76.6% 3.1% 0.3% 13.3%Stanley Black & Decker Inc. 92.3% 7.1% 0.6% 72.1% 5.5% 0.5% 7.8%Starbucks Corporation 92.2% 7.2% 0.6% 63.2% 4.9% 0.4% 19.9%State Street Corporation 95.7% 4.1% 0.2% 82.9% 3.5% 0.2% 5.8%Stericycle Inc. 89.8% 10.0% 0.2% 76.2% 8.5% 0.2% 6.2%Stryker Corporation 95.8% 3.9% 0.4% 77.6% 3.1% 0.3% 9.2%SunTrust Banks Inc. 97.3% 2.4% 0.3% 77.1% 1.9% 0.2% 9.4%SVB Financial Group 96.2% 3.4% 0.4% 80.9% 2.8% 0.3% 6.4%Symantec Corporation 86.8% 13.2% 0.1% 72.6% 11.0% 0.1% 7.4%Synchrony Financial 66.2% 33.5% 0.3% 55.8% 28.2% 0.2% 5.0%Synopsys Inc. 93.0% 6.8% 0.1% 74.5% 5.5% 0.1% 7.7%Sysco Corporation 96.1% 3.5% 0.3% 73.5% 2.7% 0.3% 13.9%T. Rowe Price Group Inc. 95.8% 3.3% 0.9% 72.2% 2.5% 0.7% 13.7%Take-Two Interactive Software Inc. 98.5% 1.1% 0.3% 76.7% 0.9% 0.3% 8.3%Tapestry Inc. 97.6% 1.8% 0.6% 79.0% 1.5% 0.5% 8.3%Target Corporation 94.3% 5.1% 0.6% 72.8% 3.9% 0.4% 13.0%TE Connectivity Ltd. 93.4% 6.1% 0.5% 78.5% 5.2% 0.4% 4.8%TechnipFMC PLC 73.8% 26.1% 0.1% 53.9% 19.0% 0.1% 1.6%TechnipFMC PLC 74.6% 25.3% 0.1% 54.4% 18.5% 0.1% 1.6%Texas Instruments Incorporated 93.8% 5.9% 0.3% 76.9% 4.9% 0.2% 8.7%Textron Inc. 93.1% 6.2% 0.7% 81.0% 5.4% 0.6% 7.2%The Charles Schwab Corporation 95.9% 4.0% 0.1% 84.7% 3.5% 0.1% 5.8%The Goodyear Tire & Rubber Company

91.1% 8.5% 0.3% 73.1% 6.9% 0.3% 9.5%

The Travelers Companies Inc. 84.5% 15.0% 0.5% 65.7% 11.7% 0.4% 11.4%Thermo Fisher Scientific Inc. 74.7% 21.9% 3.4% 62.6% 18.4% 2.9% 5.7%Tiffany & Co. 71.8% 27.7% 0.5% 58.4% 22.5% 0.4% 6.3%TJX Companies Inc. (The) 89.6% 10.3% 0.1% 74.8% 8.6% 0.1% 5.8%







Torchmark Corporation 93.7% 5.9% 0.4% 66.6% 4.2% 0.3% 11.4%Total System Services Inc. 96.2% 3.5% 0.2% 70.9% 2.6% 0.2% 12.4%Tractor Supply Company 94.3% 5.4% 0.3% 69.6% 4.0% 0.2% 16.0%Transdigm Group Incorporated 64.4% 35.5% 0.1% 58.9% 32.5% 0.1% 2.6%TripAdvisor Inc. 74.8% 25.1% 0.1% 68.3% 22.9% 0.1% 3.1%Twenty-First Century Fox Inc. Class B

78.3% 21.5% 0.2% 71.3% 19.6% 0.2% 1.9%

Twenty-First Century Fox, Inc. 78.3% 21.5% 0.2% 71.3% 19.6% 0.2% 1.9%Twitter, Inc. 98.1% 1.7% 0.1% 59.4% 1.0% 0.1% 23.0%U.S. Bancorp 95.5% 3.6% 0.9% 72.1% 2.7% 0.7% 12.6%UDR Inc. 83.8% 16.0% 0.1% 78.3% 15.0% 0.1% 4.5%Ulta Beauty Inc. 96.0% 3.1% 1.0% 79.8% 2.6% 0.8% 7.1%Under Armour Inc. 95.4% 4.5% 0.1% 76.5% 3.6% 0.1% 11.3%Union Pacific Corporation 94.4% 5.3% 0.4% 74.1% 4.1% 0.3% 11.3%United Continental Holdings Inc. 96.8% 3.0% 0.2% 82.4% 2.5% 0.2% 7.1%United Rentals Inc. 93.6% 6.2% 0.2% 71.9% 4.8% 0.2% 8.8%United Technologies Corporation

96.1% 3.5% 0.4% 74.4% 2.7% 0.3% 12.0%

UnitedHealth Group Incorporated

95.0% 4.7% 0.3% 77.9% 3.8% 0.2% 8.4%

Unum Group 95.1% 4.8% 0.1% 74.4% 3.8% 0.1% 4.6%Valero Energy Corporation 86.5% 13.0% 0.5% 65.8% 9.8% 0.4% 10.8%Varian Medical Systems Inc. 89.5% 7.0% 3.6% 74.3% 5.8% 3.0% 8.1%Ventas Inc. 59.2% 40.5% 0.3% 47.0% 32.2% 0.2% 11.5%VeriSign Inc. 98.3% 1.6% 0.0% 82.4% 1.4% 0.0% 6.6%Verisk Analytics Inc. 93.5% 6.3% 0.2% 81.1% 5.4% 0.2% 3.8%Verizon Communications Inc. 91.0% 8.2% 0.8% 61.9% 5.6% 0.6% 18.7%Vertex Pharmaceuticals Incorporated

95.6% 4.1% 0.2% 81.9% 3.5% 0.2% 3.1%




VF Corp 92.9% 5.5% 1.7% 74.4% 4.4% 1.3% 12.3%Visa Inc. 95.6% 2.8% 1.5% 71.8% 2.1% 1.1% 10.2%Vornado Realty Trust 85.0% 13.5% 1.4% 76.6% 12.2% 1.3% 3.8%Vulcan Materials Company 98.0% 1.9% 0.1% 82.8% 1.6% 0.1% 6.2%W.W. Grainger Inc. 97.6% 2.0% 0.4% 79.0% 1.6% 0.3% 9.2%Walgreens Boots Alliance Inc. 93.5% 6.1% 0.5% 71.1% 4.6% 0.4% 12.7%Walmart Inc. 90.6% 9.2% 0.2% 77.0% 7.8% 0.2% 8.5%Walt Disney Company (The) 43.6% 52.2% 4.2% 29.9% 35.9% 2.9% 17.0%Waste Management Inc. 97.3% 2.3% 0.5% 70.6% 1.7% 0.3% 15.2%Waters Corporation 83.2% 16.7% 0.1% 70.4% 14.1% 0.1% 5.5%WEC Energy Group, Inc. 93.1% 5.9% 1.1% 69.6% 4.4% 0.8% 13.4%Wells Fargo & Company 92.4% 7.0% 0.5% 74.4% 5.7% 0.4% 9.3%Welltower Inc. 93.4% 6.1% 0.5% 73.0% 4.8% 0.4% 12.9%Western Digital Corporation 41.8% 58.0% 0.2% 32.7% 45.4% 0.2% 11.2%Western Union Company (The) 92.9% 6.6% 0.4% 79.5% 5.7% 0.4% 4.6%WestRock Co 98.4% 1.3% 0.3% 80.7% 1.1% 0.2% 7.3%Weyerhaeuser Company 96.2% 3.3% 0.5% 71.4% 2.5% 0.4% 14.0%Whirlpool Corporation 92.1% 7.4% 0.4% 73.5% 5.9% 0.3% 9.3%Williams Companies Inc. (The) 97.3% 2.5% 0.2% 77.9% 2.0% 0.1% 9.1%Willis Towers Watson PLC 86.5% 13.5% 0.1% 74.1% 11.5% 0.0% 4.1%Wynn Resorts, Limited 19.9% 79.8% 0.3% 12.9% 51.5% 0.2% 0.7%Xcel Energy Inc. 94.4% 4.8% 0.8% 70.4% 3.6% 0.6% 12.8%Xilinx Inc. 98.2% 1.6% 0.1% 78.7% 1.3% 0.1% 7.3%Xylem Inc. 92.9% 5.7% 1.4% 75.0% 4.6% 1.1% 6.8%Yum! Brands Inc. 95.3% 4.2% 0.5% 71.1% 3.1% 0.4% 13.2%Zimmer Biomet Holdings Inc. 93.5% 6.2% 0.2% 74.1% 4.9% 0.2% 7.2%Zions Bancorporation 96.4% 3.3% 0.2% 75.9% 2.6% 0.2% 7.6%Zoetis Inc. 96.9% 3.0% 0.1% 81.4% 2.6% 0.1% 4.7%



Figure 22> Historical Institutional Investor Voting Support For Say-on-Pay, S&P 500 – 2015 to 2018

* Excludes Against, Withhold, Abstain and Split Votes

For*

Investor 2015 2016 2017 2018

Aberdeen Asset Management, Inc. 74.3% 31.4% 14.3% 42.1%

Achmea 100.0% 93.1% 91.2% 30.3%

AEGON Asset Management 95.5% 87.2% 89.4% 93.2%

Alberta Investment Management Corporation (AIMco) 65.9% 58.1% 64.5% 87.2%

AllianceBernstein LP 88.2% 92.3% 91.2% 90.2%

Allianz Global Investors 91.2% 91.8% 32.4% 21.3%

American Century 93.6% 82.6% 91.0% 90.8%

AMP Capital - - 0.0% 0.0%

APG (Stichting PF ABP) 20.0% 33.3% 44.8% 45.3%

AQR Capital Management LLC 92.3% 93.3% 91.6% 90.9%

Artisan Partners LP 95.1% 93.1% 89.2% 84.8%

AustralianSuper 85.3% 85.1% 86.8% 81.0%

Aviva Investors 81.2% 17.0% 13.2% 12.4%

AXA Investment Managers 91.0% 91.3% 91.4% 90.9%

Baillie Gifford & Co. 53.4% 66.7% 62.3% 63.8%

Barings LLC 86.1% 85.6% 88.1% 91.1%

Barrow, Hanley, Mewhinney & Strauss, LLC 91.0% 90.6% 90.0% 90.8%

BlackRock 99.1% 96.4% 95.5% 96.9%

BMO Global Asset Management (F&C) 23.8% 20.9% 19.2% 26.1%

BMO Investment Management 87.2% 87.8% 90.0% 74.4%

BNP Paribas Asset Management - - - 31.8%

BNY Mellon 80.7% 72.2% 71.3% 70.7%

Boston Partners 91.2% 90.4% 91.6% 91.0%

British Columbia Investment Management Corporation (bcIMC)

61.4% 63.3% 62.0% 68.3%

BT Investment Management 100.0% 100.0% 50.0% 100.0%

Caisse de dépôt et placement du Québec 86.8% 84.3% 78.9% 80.9%

California Public Employees’ Retirement System (CalPERS) 84.6% 83.9% 82.7% 54.7%

California State Teachers' Retirement System (CalSTRS) 85.7% 81.7% 82.7% 87.7%

Canada Pension Plan Investment Board (CPPIB) 84.6% 88.2% 88.4% 89.4%

Candriam - 90.6% 91.2% 71.4%

Capital Group (Multi-Managed) 82.1% 79.3% 83.9% 78.1%

Capital International Investors 89.7% 90.1% 90.2% 86.7%

Capital Research Global Investors 77.9% 81.0% 80.9% 78.1%

Capital World Investors 86.1% 85.2% 88.1% 90.8%

Charles Schwab Investment Management, Inc. 86.5% 93.6% 95.3% 95.8%

CI Investments 91.9% 90.5% 89.7% 87.3%

CIBC Global Asset Management 91.3% 92.5% 89.9% 90.1%

ClearBridge Investments LLC 90.4% 92.7% 92.7% 91.7%

Colonial First State Global Asset Management 85.4% 90.9% 87.1% 89.1%

Columbia Threadneedle UK 86.0% 77.2% 63.1% 86.3%

Columbia Threadneedle US 85.2% 86.3% 86.5% 88.8%

Credit Suisse Asset Management LLC 87.5% 85.7% 90.9% 85.7%

Delaware Management Company (Macquarie) 87.4% 90.5% 92.2% 92.8%

Deutsche Asset Management (Germany) - 87.7% 87.1% 78.3%

Deutsche Asset Management (US) 92.5% 92.2% 90.5% 87.5%

Dimensional Fund Advisors, Inc. 83.1% 83.1% 82.0% 79.7%

Dodge & Cox, Inc. 100.0% 100.0% 100.0% 100.0%

DoubleLine Capital 52.2% - 0.0% 3.0%

Eaton Vance Management, Inc. 90.7% 86.9% 88.4% 90.5%

Eurizon Capital - 75.0% 76.5% 100.0%

For*

Investor 2015 2016 2017 2018

Federated Investment Management Co. 95.9% 95.8% 92.9% 93.6%

Fidelity International 82.7% 78.9% 86.0% 86.7%

Fidelity Management & Research Co. (FMR) 98.0% 98.1% 97.5% 97.0%

Fiera Capital Corporation 85.4% 45.2% 82.8% 85.6%

First Eagle Investment Management LLC 93.0% 94.8% 91.7% 95.2%

First State Investments - - 100.0% 91.7%

First Trust Advisors LP 92.7% 91.4% 90.5% 90.3%

Fisher Investments 93.3% 89.4% 90.0% 97.6%

Florida State Board of Administration 62.1% 54.7% 59.1% 45.0%

Franklin Templeton Investments 87.0% 86.5% 89.5% 93.1%

GAM - - - 90.4%

GE Asset Management, Inc. 98.8% 100.0% 93.9% 93.6%

Geode Capital Management 92.3% 92.5% 90.1% 90.4%

Goldman Sachs Asset Management LP 98.6% 99.1% 98.1% 91.2%

Harbor Capital Advisors, Inc. 98.7% 97.0% 95.3% 93.1%

Harris Associates LP 90.1% 93.8% 98.3% 100.0%

Hartford Investment Management Co., Inc. 87.0% 85.5% 87.4% 90.6%

HSBC Global Asset Management 2.5% 1.9% 1.2% 1.9%

Invesco Advisers, Inc. 92.3% 90.3% 90.1% 88.8%

Invesco Canada Ltd. 55.6% 57.0% 60.8% 84.1%

Invesco Perpetual 100.0% 100.0% 97.3% 93.6%

Invesco PowerShares Capital Management LLC 92.9% 91.6% 90.8% 93.8%

Investec Asset Management 91.0% 86.0% 89.1% 91.7%

Investors Group 81.5% 85.1% 79.7% 87.7%

Janus Capital Management LLC 92.7% 91.4% 87.7% 88.7%

Jennison Associates LLC 87.6% 88.0% 88.5% 91.2%

JPMorgan Investment Management, Inc. 93.7% 94.0% 93.0% 94.4%

Lazard Asset Management LLC 90.8% 91.3% 92.6% 94.5%

Legal & General Investment Management 87.9% 79.4% 62.9% 53.5%

Loomis, Sayles & Co. LP 84.8% 87.4% 91.8% 90.5%

Lord Abbett & Co. LLC 97.2% 97.3% 97.2% 97.6%

LSV Asset Management 88.8% 88.2% 92.4% 91.7%

M&G Investment Management 85.4% 75.7% 95.1% 95.9%

MacKay Shields LLC 87.5% 95.5% 93.5% 90.5%

Manulife Asset Management 91.9% 92.0% 90.4% 85.8%

Mercer Investment Management, Inc. 87.5% 85.1% 89.3% 90.4%

MetLife Advisers, LLC 98.4% 92.1% 90.8% 90.6%

MFS Investment Management, Inc. 91.2% 91.0% 93.9% 92.2%

Minnesota State Board of Investment - 42.6% 27.6% 22.4%

MN 10.2% 1.4% 0.0% 0.4%

Morgan Stanley Investment Management, Inc. 92.0% 89.4% 87.8% 88.8%

Nationwide Fund Advisors - 92.0% 88.6% 89.9%

Natixis Global Asset Management 89.0% 80.4% 73.2% 77.8%

Neuberger Berman LLC 89.3% 86.8% 89.0% 93.9%

New York State Teachers' Retirement System 73.8% 84.8% 87.3% 90.2%

Newton 45.5% 34.4% 53.3% 20.8%

NN Investment Partners 92.7% 91.7% 93.1% 53.7%

Nordea Investment Management - 6.9% 0.0% 6.5%

Norges Bank Investment Management 97.7% 95.3% 93.7% 91.8%

North Carolina Department of State Treasurer 85.2% 88.6% 88.3% 91.3%

Northern Trust Investments 99.3% 96.4% 99.2% 92.5%


Figure 22> Historical Institutional Investor Voting Support For Say-on-Pay, S&P 500 – 2015 to 2018

For*

Investor 2015 2016 2017 2018

Nuveen Asset Management LLC 92.4% 92.0% 90.0% 91.2%

Ohio Public Employees Retirement System (OPERS) 75.3% 68.4% 72.4% 77.9%

Old Mutual South Africa 84.2% 92.5% 81.9% 93.7%

Ontario Municipal Employees Retirement System (OMERS) 92.0% 92.1% 97.7% 95.2%

Ontario Teachers' Pension Plan (OTPP) 88.1% 86.4% 85.0% 82.2%

OppenheimerFunds, Inc. 92.6% 92.7% 91.3% 90.5%

Oregon Investment Council 86.4% 85.7% 87.2% 83.0%

Ostrum Asset Management (Natixis) - 7.6% 2.5% 33.9%

Pacific Investment Management Co. (PIMCO) 84.3% 88.7% 96.6% 84.2%

Parametric Portfolio Associates, LLC 100.0% 97.7% 99.8% 79.5%

Payden & Rygel - 93.9% 75.0% 97.9%

PGGM Investments 22.1% 4.0% 2.8% 1.9%

Pictet Asset Management Limited - - 93.8% 91.3%

Pioneer Investment Management, Inc. 94.5% 93.1% 91.9% 92.7%

PRIMECAP Management Co. 94.6% 99.0% 100.0% 100.0%

Principal Global Investors LLC 91.3% 91.4% 90.1% 90.4%

Prudential Global Investment Management 82.1% 88.9% 90.5% 94.1%

PSP Investments 95.3% 90.2% 79.4% 89.1%

Putnam Investment Management LLC 94.4% 91.2% 92.8% 90.3%

Quantitative Management Associates, LLC 88.9% 88.3% 89.0% 91.0%

RBC Global Asset Management, Inc. 93.0% 92.2% 90.1% 91.9%

Robeco/RobecoSAM 82.4% 59.4% 48.1% 57.2%

Robert W. Baird & Co., Inc. 94.8% 95.8% 89.6% 97.5%

Royal London Asset Management 0.0% 0.0% 14.3% 24.7%

Russell Investment Management Co. 84.5% 82.6% 84.2% 87.0%

Schroders 94.7% 89.2% 69.2% 60.2%

For*

Investor 2015 2016 2017 2018

SEI Investments Management Corp. 100.0% 80.9% 86.9% 89.5%

SSgA Funds Management, Inc. (State Street) 95.9% 95.5% 93.3% 93.2%

Standard Life Investments 91.2% 91.3% 90.1% 32.4%

State of Wisconsin Investment Board (SWIB) 88.2% 68.9% 74.2% 88.5%

State Teachers' Retirement System of Ohio 92.0% 92.3% 90.6% 88.0%

SunAmerica Asset Management Corp. 92.5% 92.3% 90.1% 90.9%

Swedbank Robur 2.2% 1.9% 3.8% 4.9%

T. Rowe Price Associates, Inc. 98.2% 95.9% 92.0% 94.8%

TD Asset Management 91.7% 91.0% 90.5% 91.5%

Teacher Retirement System of Texas 92.8% 91.8% 90.2% 90.3%

The Dreyfus Corporation 80.8% 72.5% 71.6% 70.9%

The New York State Common Retirement Fund 75.2% 72.3% 76.4% 68.2%

Thrivent Investment Management, Inc. 92.5% 92.4% 90.9% 90.6%

TIAA-CREF Asset Management LLC 98.9% 97.8% 97.3% 96.7%

UBS Global Asset Management 95.7% 92.9% 90.7% 72.1%

Union Investment 56.0% 58.6% 52.1% 50.0%

United Services Automobile Association (USAA) 92.4% 91.8% 90.5% 90.4%

University of California 91.1% 90.1% 88.3% 86.2%

Vanguard Group, Inc. 98.5% 98.5% 96.5% 96.5%

Voya Investment Management 95.6% 95.7% 93.8% 94.2%

Waddell & Reed Investment Management Co. 96.7% 95.5% 98.9% 99.4%

Washington State Investment Board (WSIB) 91.5% 85.7% 85.7% 90.1%

Wellington Management Company 96.9% 96.0% 93.1% 95.3%

Wells Capital Management 92.4% 94.3% 96.8% 92.2%

Wells Fargo Funds Management LLC 93.5% 93.5% 90.5% 90.8%

Western Asset Management 60.0% 66.7% 50.0% 100.0%

* Excludes Against, Withhold, Abstain and Split Votes


Part 5> CEO Pay Ratio


Part 5> CEO Pay Ratio

This section details notable outcomes from the CEO pay

ratio disclosure mandated by the Dodd-Frank reform

legislation. Figure 23 provides data for companies in the

Russell 3000 index. The table provides the highest and

lowest values in each sector as well as the calculated

average and median in each sector.

Overview

The CEO pay ratio disclosure requirement went into effect

during the 2018 proxy season; companies with fiscal year

beginning on or after January 1, 2017 were required to

disclose the CEO pay ratio for the first time in their 2018

proxy statements. Median pay ratio across Russell 3000

was 70:1.1 The Consumer Cyclical sector had the highest

average (409:1) and Utilities had the lowest (61:1).

Although there was not an actionable voting proposal

associated with this disclosure, it will be interesting to see

how investors and/or proxy advisors use the ratio in the

future for additional review of companies’ pay practices.

1 Equilar, “CEO Pay Ratio: First Look at Disclosure Trends,” May 2018


Figure 23> CEO Pay Ratio Results by Sector for the Russell 3000 Index – 2018

Sector Average Highest Median Lowest*

Basic Materials 94:1 475:1 75:1 2:1

Communication Services 106:1 458:1 77:1 1:1

Consumer Cyclical 409:1 5908:1 174:1 0:1

Consumer Defensive 281:1 2137:1 146:1 2:1

Energy 88:1 935:1 67:1 3:1

Financial Services 70:1 553:1 41:1 2:1

Healthcare 95:1 920:1 48:1 2:1

Industrials 139:1 2483:1 85:1 0:1

Real Estate 83:1 528:1 50:1 0:1

Technology 145:1 1795:1 74:1 0:1

Utilities 61:1 190:1 47:1 3:1

Sector Average Highest Median Lowest*

Consumer Cyclical & Defensive Combined 380:1 5908:1 166:1 0:1

Energy & Utilities Combined 79:1 935:1 56:1 3:1

* Instances where the ratio is below 1 occurs when the compensation of the CEO is lower than that of the median employee. In these instances companies typically have disclosed that their CEO pay is largely based on periodic performance based and/or equity grants.

Based on feedback from consumers we have combined these similar sectors to represent an aggregate average CEO pay ratio

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annual corporate governance review · 2019. 10. 2. · 4 > georgeson | proxy insight executive...

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