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Key proxy vote rationales for 2021 – 2022

In order to meet a higher standard of transparency for our clients, rather than providing rationales for select votes, we are disclosing all vote rationales for every shareholder proposal at S&P 500 companies.1 This amounts to a catalog of over 400 votes and the reasoning behind them. All resolutions are assessed on a case-by-case basis to understand materiality for the specific company, existing disclosure and accountability measures. In addition to providing rationales for our voting, we indicate the ESG issue addressed and the alignment with principles laid out in our TIAA Policy Statement on Responsible Investing.

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COMPANY NAME INDUSTRY ESG CATEGORY NUVEEN SHAREHOLDER PROPOSAL CATEGORY PROPOSAL TEXT MANAGEMENT RECOMMENDATION VOTE INSTRUCTION ISSUE VOTING PRINCIPLE VOTE RATIONALE
Constellation Brands, Inc. Beverages Social Diversity and Inclusion Adopt a Policy on Board Diversity Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
McKesson Corporation Health Care Providers & Services Social Shareholder Rights Provide Right to Act by Written Consent Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Electronic Arts Inc. Entertainment Governance Shareholder Rights Provide Right to Act by Written Consent Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
NetApp, Inc. Technology Hardware, Storage & Peripherals Governance Shareholder Rights Provide Right to Act by Written Consent Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
NortonLifeLock Inc. Software Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Conagra Brands, Inc. Food Products Governance Shareholder Rights Provide Right to Act by Written Consent Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
FedEx Corporation Air Freight & Logistics Governance Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against For Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
FedEx Corporation Air Freight & Logistics Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
FedEx Corporation Air Freight & Logistics Governance Business ethics, transparency and accountability Report on Alignment Between Company Values and Electioneering Contributions Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully.
FedEx Corporation Air Freight & Logistics Governance Board Structure & Operation Require Independent Board Chair Against For We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
FedEx Corporation Air Freight & Logistics Governance Diversity and Inclusion Report on Racism in Corporate Culture Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
NIKE, Inc. Textiles, Apparel & Luxury Goods Social Business ethics, transparency and accountability Report on Political Contributions Disclosure Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
NIKE, Inc. Textiles, Apparel & Luxury Goods Governance Diversity and Inclusion Report on Diversity and Inclusion Efforts Against Against We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
NIKE, Inc. Textiles, Apparel & Luxury Goods Social Diversity and Inclusion Report on Median Gender/Racial Pay Gap Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
NIKE, Inc. Textiles, Apparel & Luxury Goods Social Communities Report on Human Rights Impact Assessment Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Tesla, Inc. Automobiles Social Board Quality Assign Responsibility for Strategic Oversight of Human Capital Management to an Independent Board-Level Committee Against For We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise.  Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
Tesla, Inc. Automobiles Governance Business ethics, transparency and accountability Report on Employee Arbitration Against For Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability.  Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Tesla, Inc. Automobiles Governance Board Structure & Operation Declassify the Board of Directors Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We generally support shareholder resolutions asking that each member of the board of a publicly traded operating company stand for re-election annually.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Tesla, Inc. Automobiles Governance Communities Additional Reporting on Human Rights Against For We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry.
Tesla, Inc. Automobiles Social Diversity and Inclusion Report on Diversity and Inclusion Efforts Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
The Procter & Gamble Company Household Products Social Board Quality Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates Against Against We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Cintas Corporation Commercial Services & Supplies Governance Shareholder Rights Eliminate Supermajority Vote Requirement Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Cardinal Health, Inc. Health Care Providers & Services Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted based on factors related to a past company or industry controversy, as it is not material to ongoing business operations or has been addressed adequately.
Automatic Data Processing, Inc. IT Services Governance Board Quality Report on Workforce Engagement in Governance Against Against We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise.  Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Fox Corporation Media Governance Business ethics, transparency and accountability Amend Certificate of Incorporation to Become a Public Benefit Corporation Against Against Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Fox Corporation Media Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Oracle Corporation Software Governance Business ethics, transparency and accountability Report on Political Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Oracle Corporation Software Governance Board Structure & Operation Require Independent Board Chair Against For We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Oracle Corporation Software Governance Diversity and Inclusion Report on Racial Equity Audit Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
The Clorox Company Household Products Social Board Quality Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates Against Against We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
News Corporation Media Governance Shareholder Rights Adopt Simple Majority Vote Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Sysco Corporation Food & Staples Retailing Governance Climate Change Report on GHG Emissions Reduction Targets None For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Microsoft Corporation Software Environmental Business ethics, transparency and accountability Report on Lobbying Activities Alignment with Company Policies Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile.We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation.   Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Microsoft Corporation Software Governance Business ethics, transparency and accountability Report on Implementation of the Fair Chance Business Pledge Against Against Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Microsoft Corporation Software Governance Customers Prohibit Sales of Facial Recognition Technology to All Government Entities Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk.  Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Microsoft Corporation Software Social Talent Management Report on Effectiveness of Workplace Sexual Harassment Policies Against For We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages.  Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Microsoft Corporation Software Social Diversity and Inclusion Report on Gender/Racial Pay Gap Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Campbell Soup Company Food Products Social Shareholder Rights Allow Shareholder Meetings to be Held in Virtual Format Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Campbell Soup Company Food Products Governance Shareholder Rights Adopt Simple Majority Vote Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Cisco Systems, Inc. Communications Equipment Governance Shareholder Rights Amend Proxy Access Right Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
AutoZone, Inc. Specialty Retail Governance Climate Change Report on Annual Climate Transition Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
FactSet Research Systems Inc. Capital Markets Environmental Shareholder Rights Adopt Proxy Access Right Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Costco Wholesale Corporation Food & Staples Retailing Governance Climate Change Report on GHG Emissions Reduction Targets Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Costco Wholesale Corporation Food & Staples Retailing Environmental Business ethics, transparency and accountability Report on Charitable Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities.   Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Costco Wholesale Corporation Food & Staples Retailing Governance Diversity and Inclusion Report on Racial Justice and Food Equity Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
Becton, Dickinson and Company Health Care Equipment & Supplies Social Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Hormel Foods Corporation Food Products Governance Product Responsibility Report on Public Health Impacts of Antibiotic Use in Product Supply Chain Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Walgreens Boots Alliance, Inc. Food & Staples Retailing Social Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Walgreens Boots Alliance, Inc. Food & Staples Retailing Governance Business ethics, transparency and accountability Amend Certificate of Incorporation to Become a Public Benefit Corporation Against Against Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability.  Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Walgreens Boots Alliance, Inc. Food & Staples Retailing Governance Customers Report on Public Health Costs Due to Tobacco Product Sales and the Impact on Overall Market Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves.  Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Tyson Foods, Inc. Food Products Social Natural Resources Report on Sustainable Packaging Efforts Against For Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities.  Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Deere & Company Machinery Environmental Shareholder Rights Amend Governing Documents Regarding Requirements to Call for a Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Apple Inc. Technology Hardware, Storage & Peripherals Governance Business ethics, transparency and accountability Approve Revision of Transparency Reports Against Against Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability.  Support for the proposal is not warranted on the basis that the company’s current disclosures follow best practice, standard reporting frameworks, which support integration of the company’s ESG policies and performance into the investment process.
Apple Inc. Technology Hardware, Storage & Peripherals Governance Business ethics, transparency and accountability Amend Articles of Incorporation to become a Social Purpose Corporation Against Against Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Apple Inc. Technology Hardware, Storage & Peripherals Governance Talent Management Report on Concealment Clauses Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages.  Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Apple Inc. Technology Hardware, Storage & Peripherals Social Diversity and Inclusion Report on Civil Rights Audit Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Apple Inc. Technology Hardware, Storage & Peripherals Social Diversity and Inclusion Report on Median Gender/Racial Pay Gap Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Apple Inc. Technology Hardware, Storage & Peripherals Social Communities Report on Forced Labor Against For We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards.  Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry.
The Walt Disney Company Entertainment Social Business ethics, transparency and accountability Report on Workplace Non-Discrimination Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
The Walt Disney Company Entertainment Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Walt Disney Company Entertainment Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Walt Disney Company Entertainment Governance Diversity and Inclusion Report on Gender/Racial Pay Gap Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
The Walt Disney Company Entertainment Social Communities Report on Human Rights Due Diligence Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Applied Materials, Inc. Semiconductors & Semiconductor Equipment Social Executive Compensation Improve Executive Compensation Program and Policy Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Applied Materials, Inc. Semiconductors & Semiconductor Equipment Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
AmerisourceBergen Corporation Health Care Providers & Services Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
AmerisourceBergen Corporation Health Care Providers & Services Governance Executive Compensation Adopt a Policy That No Financial Metric Be Adjusted to Exclude Legal or Compliance Costs in Determining Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted on the basis that the current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process.
Agilent Technologies, Inc. Life Sciences Tools & Services Governance Shareholder Rights Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Starbucks Corporation Hotels, Restaurants & Leisure Governance Diversity and Inclusion Report on Prevention of Harassment and Discrimination in the Workplace Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Hewlett Packard Enterprise Company Technology Hardware, Storage & Peripherals Social Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Synopsys, Inc. Software Governance Shareholder Rights Provide Right to Act by Written Consent Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Bank of New York Mellon Corporation Capital Markets Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
IQVIA Holdings Inc. Life Sciences Tools & Services Governance Shareholder Rights Require a Majority Vote for the Election of Directors Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We generally support shareholder resolutions asking that companies amend their governance documents to provide for director election by majority vote.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Lennar Corporation Household Durables Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Dow Inc. Chemicals Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
HP Inc. Technology Hardware, Storage & Peripherals Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Lockheed Martin Corporation Aerospace & Defense Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Lockheed Martin Corporation Aerospace & Defense Governance Communities Report on Human Rights Impact Assessment Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The AES Corporation Independent Power & Renewable Electricity Producers Social Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against For Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
HCA Healthcare, Inc. Health Care Providers & Services Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
HCA Healthcare, Inc. Health Care Providers & Services Governance Business ethics, transparency and accountability Report on Political Contributions Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
SVB Financial Group Banks Governance Diversity and Inclusion Report on Third-Party Racial Justice Audit Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Stanley Black & Decker, Inc. Machinery Social Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Honeywell International Inc. Industrial Conglomerates Governance Natural Resources Report on Environmental and Social Due Diligence Against For Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities.  Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully.
Honeywell International Inc. Industrial Conglomerates Environmental Climate Change Report on Climate Lobbying Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Honeywell International Inc. Industrial Conglomerates Environmental Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Charter Communications, Inc. Media Governance Climate Change Disclose Climate Action Plan and GHG Emissions Reduction Targets Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
The Coca-Cola Company Beverages Environmental Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Coca-Cola Company Beverages Governance Business ethics, transparency and accountability Report on Global Public Policy and Political Influence Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Charter Communications, Inc. Media Governance Business ethics, transparency and accountability Report on Congruency of Political Spending with Company Values and Priorities Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
Charter Communications, Inc. Media Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Charter Communications, Inc. Media Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
The Coca-Cola Company Beverages Governance Product Responsibility Report on External Public Health Costs Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Charter Communications, Inc. Media Social Diversity and Inclusion Report on Effectiveness of Diversity, Equity and Inclusion Efforts and Metrics Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Charter Communications, Inc. Media Social Diversity and Inclusion Adopt Policy to Annually Disclose EEO-1 Data Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is warranted on the basis that the company’s current disclosures are not aligned with this best practice reporting framework, which provides for consistent ESG data that allows for integration into the investment process.
Citigroup Inc. Banks Social Climate Change Adopt a Financing Policy Consistent with IEA's Net Zero Emissions by 2050 Scenario Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Citigroup Inc. Banks Environmental Business ethics, transparency and accountability Report on Civil Rights and Non-Discrimination Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation.  Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Citigroup Inc. Banks Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Citigroup Inc. Banks Governance Business ethics, transparency and accountability Adopt Management Pay Clawback Authorization Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We believe that robust corporate governance practices ensure board and management accountability and sustain a culture of integrity. Compensation plans should generally establish policies to recoup, or claw back, variable compensation paid to senior executives for fraudulent activities, defective financial reporting, and creating undue reputational risk.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Citigroup Inc. Banks Governance Communities Report on Respecting Indigenous Peoples' Rights Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards.  Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Exelon Corporation Electric Utilities Social Communities Report on Use of Child Labor in Supply Chain Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Bank of America Corporation Banks Social Climate Change Adopt Fossil Fuel Lending Policy Consistent with IEA's Net Zero 2050 Scenario Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Wells Fargo & Company Banks Environmental Climate Change Adopt a Financing Policy Consistent with IEA's Net Zero Emissions by 2050 Scenario Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Bank of America Corporation Banks Environmental Business ethics, transparency and accountability Report on Charitable Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities.   Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Bank of America Corporation Banks Governance Business ethics, transparency and accountability Report on Civil Rights and Nondiscrimination Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation.  Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Wells Fargo & Company Banks Governance Business ethics, transparency and accountability Report on Charitable Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities.   Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Wells Fargo & Company Banks Governance Business ethics, transparency and accountability Report on Incentive-Based Compensation and Risks of Material Losses Against Against Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability.  Support for the proposal is not warranted based on factors related to a past company or industry controversy, as it is not material to ongoing business operations or has been addressed adequately.
Wells Fargo & Company Banks Governance Business ethics, transparency and accountability Adopt Management Pay Clawback Authorization Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We believe that robust corporate governance practices ensure board and management accountability and sustain a culture of integrity. Compensation plans should generally establish policies to recoup, or claw back, variable compensation paid to senior executives for fraudulent activities, defective financial reporting, and creating undue reputational risk.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Centene Corporation Health Care Providers & Services Governance Shareholder Rights Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
International Business Machines Corporation IT Services Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
International Business Machines Corporation IT Services Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Wells Fargo & Company Banks Governance Diversity and Inclusion Oversee and Report a Racial Equity Audit Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Wells Fargo & Company Banks Social Communities Report on Respecting Indigenous Peoples' Rights Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards.  Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Wells Fargo & Company Banks Social Diversity and Inclusion Report on Board Diversity Against Against We believe boards and management should each foster a culture of inclusiveness and acceptance of differences at all levels of the corporation. We encourage boards to foster diversity within the talent pipeline for management succession, as well as within their own board refreshment practices. Boards require a diverse range of skills and experiences to fulfill their strategy and oversight responsibilities. In addition to relevant skills and expertise, board nomination policies and refreshment practices should take into account the board’s composition in terms of gender, race, ethnicity and age. Boardroom culture should ensure that those diverse voices are proactively sought and valued, providing a counterbalance to potential board entrenchment and groupthink. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
International Business Machines Corporation IT Services Social Talent Management Report on Concealment Clauses Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
PACCAR Inc Machinery Social Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Truist Financial Corporation Banks Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
BorgWarner Inc. Auto Components Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Cigna Corporation Health Care Providers & Services Governance Business ethics, transparency and accountability Report on Congruency of Political Spending with Company Values and Priorities Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
Cigna Corporation Health Care Providers & Services Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Cigna Corporation Health Care Providers & Services Governance Diversity and Inclusion Report on Gender Pay Gap Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Marathon Petroleum Corporation Oil, Gas & Consumable Fuels Social Climate Change Report on Climate Strategy Consistent with ILO's "Just Transition Guidelines" Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Marathon Petroleum Corporation Oil, Gas & Consumable Fuels Environmental Business ethics, transparency and accountability Amend Compensation Clawback Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We believe that robust corporate governance practices ensure board and management accountability and sustain a culture of integrity. Compensation plans should generally establish policies to recoup, or claw back, variable compensation paid to senior executives for fraudulent activities, defective financial reporting, and creating undue reputational risk.
Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Marathon Petroleum Corporation Oil, Gas & Consumable Fuels Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Textron Inc. Aerospace & Defense Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The PNC Financial Services Group, Inc. Banks Governance Product Responsibility Report on Risk Management and Nuclear Weapon Industry Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves.  Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Moderna, Inc. Biotechnology Social Business ethics, transparency and accountability Report on the Feasibility of Transferring Intellectual Property Against Against Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
The Goldman Sachs Group, Inc. Capital Markets Governance Climate Change Adopt a Financing Policy Consistent with IEA's Net Zero Emissions by 2050 Scenario Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
The Goldman Sachs Group, Inc. Capital Markets Environmental Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Goldman Sachs Group, Inc. Capital Markets Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Goldman Sachs Group, Inc. Capital Markets Governance Business ethics, transparency and accountability Report on Charitable Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities.   Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Texas Instruments Incorporated Semiconductors & Semiconductor Equipment Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Global Payments Inc. IT Services Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Pfizer Inc. Pharmaceuticals Governance Business ethics, transparency and accountability Report on Congruency of Political Electioneering Expenditures with Company Values and Policies Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation.  Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Pfizer Inc. Pharmaceuticals Governance Shareholder Rights Amend Proxy Access Right Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Pfizer Inc. Pharmaceuticals Governance Customers Report on Public Health Costs of Limited Sharing of Vaccine Technology Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Pfizer Inc. Pharmaceuticals Social Customers Report on Board Oversight of Risks Related to Anticompetitive Practices Against For Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth.  Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Pfizer Inc. Pharmaceuticals Social Customers Report on Feasibility of Technology Transfer to Boost Covid-19 Vaccine Production Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Johnson & Johnson Pharmaceuticals Social Executive Compensation Consider Pay Disparity Between Executives and Other Employees Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Johnson & Johnson Pharmaceuticals Governance Executive Compensation Adopt Policy to Include Legal and Compliance Costs in Incentive Compensation Metrics Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Johnson & Johnson Pharmaceuticals Governance Business ethics, transparency and accountability Publish Third-Party Review of Alignment of Company's Lobbying Activities with its Public Statements Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Johnson & Johnson Pharmaceuticals Governance Business ethics, transparency and accountability Report on Charitable Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities.   Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Johnson & Johnson Pharmaceuticals Governance Business ethics, transparency and accountability Report on a Civil Rights, Equity, Diversity and Inclusion Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation.  Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Johnson & Johnson Pharmaceuticals Governance Product Responsibility Discontinue Global Sales of Baby Powder Containing Talc Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Johnson & Johnson Pharmaceuticals Social Customers Report on Public Health Costs of Limited Sharing of Vaccine Technology Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Johnson & Johnson Pharmaceuticals Social Customers Report on Government Financial Support and Access to COVID-19 Vaccines and Therapeutics Against For Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth.  Support for the proposal is warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Johnson & Johnson Pharmaceuticals Social Diversity and Inclusion Oversee and Report a Racial Equity Audit Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Valero Energy Corporation Oil, Gas & Consumable Fuels Social Climate Change Disclose Climate Action Plan and GHG Emissions Reduction Targets Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Church & Dwight Co., Inc. Household Products Environmental Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The Boeing Company Aerospace & Defense Governance Climate Change Report on Net Zero Indicator For For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
The Boeing Company Aerospace & Defense Environmental Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Boeing Company Aerospace & Defense Governance Business ethics, transparency and accountability Report on Charitable Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities.   Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The Boeing Company Aerospace & Defense Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Abbott Laboratories Health Care Equipment & Supplies Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Abbott Laboratories Health Care Equipment & Supplies Governance Executive Compensation Adopt Policy on 10b5-1 Plans Against For Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.  Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Abbott Laboratories Health Care Equipment & Supplies Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Abbott Laboratories Health Care Equipment & Supplies Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Abbott Laboratories Health Care Equipment & Supplies Governance Product Responsibility Report on Public Health Costs of Antimicrobial Resistance Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Teleflex Incorporated Health Care Equipment & Supplies Social Shareholder Rights Adopt Simple Majority Vote Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Kellogg Company Food Products Governance Executive Compensation Consider Pay Disparity Between CEO and Other Employees Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
DISH Network Corporation Media Governance Business ethics, transparency and accountability Report on Political Contributions Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Berkshire Hathaway Inc. Diversified Financial Services Governance Climate Change Report on GHG Emissions Reduction Targets Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Berkshire Hathaway Inc. Diversified Financial Services Environmental Climate Change Report on Climate-Related Risks and Opportunities Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry.
Berkshire Hathaway Inc. Diversified Financial Services Environmental Board Structure & Operation Require Independent Board Chair Against For We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Berkshire Hathaway Inc. Diversified Financial Services Governance Diversity and Inclusion Report on Effectiveness of Diversity Equity and Inclusion Efforts and Metrics Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Eli Lilly and Company Pharmaceuticals Social Business ethics, transparency and accountability Publish Third-Party Review of Alignment of Company's Lobbying Activities with its Public Statements Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Eli Lilly and Company Pharmaceuticals Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Eli Lilly and Company Pharmaceuticals Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Eli Lilly and Company Pharmaceuticals Governance Customers Report on Board Oversight of Risks Related to Anticompetitive Pricing Strategies Against For Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Expeditors International of Washington, Inc. Air Freight & Logistics Social Business ethics, transparency and accountability Report on Political Contributions and Expenditures Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
American Express Company Consumer Finance Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Baxter International Inc. Health Care Equipment & Supplies Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Baxter International Inc. Health Care Equipment & Supplies Governance Shareholder Rights Reduce Ownership Threshold for Special Shareholder Meetings to 10% Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Edwards Lifesciences Corporation Health Care Equipment & Supplies Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
OmnicomGroup Inc. Media Governance Business ethics, transparency and accountability Report on Political Contributions and Expenditures Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully.
Bristol-Myers Squibb Company Pharmaceuticals Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Bristol-Myers Squibb Company Pharmaceuticals Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Huntington Ingalls Industries, Inc. Aerospace & Defense Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
General Dynamics Corporation Aerospace & Defense Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
PepsiCo, Inc. Beverages Governance Business ethics, transparency and accountability Report on Global Public Policy and Political Influence Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
PepsiCo, Inc. Beverages Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
General Dynamics Corporation Aerospace & Defense Governance Communities Report on Human Rights Due Diligence Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
PepsiCo, Inc. Beverages Social Product Responsibility Report on Public Health Costs of Food and Beverages Products Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Philip Morris International Inc Tobacco Social Customers Phase Out Production of Health-Hazardous and Addictive Products Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves.  Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Stryker Corporation Health Care Equipment & Supplies Social Shareholder Rights Amend Proxy Access Right Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Gilead Sciences, Inc. Biotechnology Governance Business ethics, transparency and accountability Publish Third-Party Review of Alignment of Company's Lobbying Activities with its Public Statements Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Gilead Sciences, Inc. Biotechnology Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Gilead Sciences, Inc. Biotechnology Governance Board Quality Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates Against Against We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Gilead Sciences, Inc. Biotechnology Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
General Electric Company Industrial Conglomerates Governance Board Quality Approve Nomination of Employee Representative Director Against Against We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
General Electric Company Industrial Conglomerates Governance Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against For Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
General Electric Company Industrial Conglomerates Governance Executive Compensation Approve Cessation of All Executive Stock Option and Bonus Programs Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.  Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Gilead Sciences, Inc. Biotechnology Governance Customers Report on Board Oversight of Risks Related to Anticompetitive Practices Against For Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
United Parcel Service, Inc. Air Freight & Logistics Social Climate Change Report on Balancing Climate Measures and Financial Returns Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
United Parcel Service, Inc. Air Freight & Logistics Environmental Climate Change Adopt Independently Verified Science-Based GHG Reduction Targets Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
United Parcel Service, Inc. Air Freight & Logistics Environmental Climate Change Report on Corporate Climate Lobbying Aligned with Paris Agreement Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
DTE Energy Company Multi-Utilities Environmental Climate Change Revise Net Zero by 2050 Goal to Include Full Scope 3 Value Chain Emissions Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
United Parcel Service, Inc. Air Freight & Logistics Environmental Shareholder Rights Approve Recapitalization Plan for all Stock to Have One-vote per Share Against For We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
United Parcel Service, Inc. Air Freight & Logistics Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
DTE Energy Company Multi-Utilities Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
United Parcel Service, Inc. Air Freight & Logistics Governance Diversity and Inclusion Report on Effectiveness of Diversity Equity and Inclusion Efforts and Metrics Against Against We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Archer-Daniels-Midland Company Food Products Social Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Archer-Daniels-Midland Company Food Products Governance Product Responsibility Report on Pesticide Use in the Company's Supply Chain Against For Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves.  Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Newell Brands Inc. Household Durables Social Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
United Rentals, Inc. Trading Companies & Distributors Governance Shareholder Rights Reduce Ownership Threshold for Special Shareholder Meetings to 10% Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Ecolab Inc. Chemicals Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Kraft Heinz Company Food Products Governance Natural Resources Report on Metrics and Efforts to Reduce Water Related Risk Against Against Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Eastman Chemical Company Chemicals Environmental Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Alaska Air Group, Inc. Airlines Governance Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Duke Energy Corporation Electric Utilities Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Cadence Design Systems, Inc. Software Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Illinois Tool Works Inc. Machinery Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Occidental Petroleum Corporation Oil, Gas & Consumable Fuels Governance Climate Change Report on Quantitative Short, Medium and Long-Term GHG Emissions Reduction Targets Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
AbbVie Inc. Biotechnology Environmental Business ethics, transparency and accountability Report on Congruency of Political Spending with Company Values and Priorities Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
AbbVie Inc. Biotechnology Governance Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
AbbVie Inc. Biotechnology Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Dover Corporation Machinery Governance Shareholder Rights Provide Right to Act by Written Consent Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
AbbVie Inc. Biotechnology Governance Customers Report on Board Oversight of Risks Related to Anticompetitive Practices Against For Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Colgate-Palmolive Company Household Products Social Business ethics, transparency and accountability Report on Charitable Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities.   Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Colgate-Palmolive Company Household Products Governance Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Marriott International, Inc. Hotels, Restaurants & Leisure Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Marriott International, Inc. Hotels, Restaurants & Leisure Governance Talent Management Report On Costs of Low Wages and Inequality and Impact on Diversified Shareholders Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
International Paper Company Containers & Packaging Social Business ethics, transparency and accountability Report on Costs and Benefits of Environmental Related Expenditures Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation.  Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
International Paper Company Containers & Packaging Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
PPG Industries, Inc. Chemicals Governance Executive Compensation Consider Pay Disparity Between CEO and Other Employees Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
3M Company Industrial Conglomerates Governance Business ethics, transparency and accountability Report on Environmental Costs and Impact on Diversified Shareholders Against Against Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
3M Company Industrial Conglomerates Governance Communities Report on Operations in Communist China Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
ConocoPhillips Oil, Gas & Consumable Fuels Social Climate Change Report on GHG Emissions Reduction Targets Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
ConocoPhillips Oil, Gas & Consumable Fuels Environmental Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
ConocoPhillips Oil, Gas & Consumable Fuels Governance Shareholder Rights Provide Right to Call Special Meetings Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Cummins Inc. Machinery Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Waste Management, Inc. Commercial Services & Supplies Governance Diversity and Inclusion Report on Civil Rights Audit Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Prudential Financial, Inc. Insurance Social Shareholder Rights Provide Right to Act by Written Consent Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Danaher Corporation Life Sciences Tools & Services Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
CVS Health Corporation Health Care Providers & Services Governance Business ethics, transparency and accountability Commission a Workplace Non-Discrimination Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation.  Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
CVS Health Corporation Health Care Providers & Services Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
CVS Health Corporation Health Care Providers & Services Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
CVS Health Corporation Health Care Providers & Services Governance Product Responsibility Report on External Public Health Costs and Impact on Diversified Shareholders Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
CVS Health Corporation Health Care Providers & Services Social Talent Management Adopt a Policy on Paid Sick Leave for All Employees Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Tractor Supply Company Specialty Retail Social Talent Management Report on Costs of Low Wages and Inequality and Impact on Diversified Shareholders Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Phillips 66 Oil, Gas & Consumable Fuels Social Natural Resources Report on Reducing Plastic Pollution Against Against Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Phillips 66 Oil, Gas & Consumable Fuels Environmental Climate Change Adopt GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Laboratory Corporation of America Holdings Health Care Providers & Services Environmental Shareholder Rights Amend Right to Call Special Meeting to Remove One-Year Holding Requirement Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Dominion Energy, Inc. Multi-Utilities Governance Climate Change Report on the Risk of Natural Gas Stranded Assets None For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Dominion Energy, Inc. Multi-Utilities Environmental Climate Change Adopt Medium Term Scope 3 GHG Emissions Reduction Target Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Dominion Energy, Inc. Multi-Utilities Environmental Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
CF Industries Holdings, Inc. Chemicals Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
American Water Works Company, Inc. Water Utilities Governance Diversity and Inclusion Report on Third-Party Racial Equity Audit Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
American International Group, Inc. Insurance Social Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Skyworks Solutions, Inc. Semiconductors & Semiconductor Equipment Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Ford Motor Company Automobiles Governance Shareholder Rights Approve Recapitalization Plan for all Stock to Have One-vote per Share Against For We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Norfolk Southern Corporation Road & Rail Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Intel Corporation Semiconductors & Semiconductor Equipment Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Bath & Body Works, Inc. Specialty Retail Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Intel Corporation Semiconductors & Semiconductor Equipment Governance Diversity and Inclusion Report on Third-Party Civil Rights Audit Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Verizon Communications Inc. Diversified Telecommunication Services Social Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Verizon Communications Inc. Diversified Telecommunication Services Governance Business ethics, transparency and accountability Amend Senior Executive Compensation Clawback Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We believe that robust corporate governance practices ensure board and management accountability and sustain a culture of integrity. Compensation plans should generally establish policies to recoup, or claw back, variable compensation paid to senior executives for fraudulent activities, defective financial reporting, and creating undue reputational risk.
Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Verizon Communications Inc. Diversified Telecommunication Services Governance Business ethics, transparency and accountability Report on Charitable Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities.   Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Verizon Communications Inc. Diversified Telecommunication Services Governance Communities Report on Operations in Communist China Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
O'Reilly Automotive, Inc. Specialty Retail Social Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
ANSYS, Inc. Software Governance Board Structure & Operation Declassify the Board of Directors Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We generally support shareholder resolutions asking that each member of the board of a publicly traded operating company stand for re-election annually.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Intercontinental Exchange, Inc. Capital Markets Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting to 10% Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Sempra Energy Multi-Utilities Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Republic Services, Inc. Commercial Services & Supplies Governance Business ethics, transparency and accountability Amend Senior Executive Compensation Clawback Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We believe that robust corporate governance practices ensure board and management accountability and sustain a culture of integrity. Compensation plans should generally establish policies to recoup, or claw back, variable compensation paid to senior executives for fraudulent activities, defective financial reporting, and creating undue reputational risk.
Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Republic Services, Inc. Commercial Services & Supplies Governance Diversity and Inclusion Report on Third-Party Civil Rights Audit Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Republic Services, Inc. Commercial Services & Supplies Social Diversity and Inclusion Report on Third-Party Environmental Justice Audit Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
FirstEnergy Corp. Electric Utilities Social Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
FirstEnergy Corp. Electric Utilities Governance Communities Report on Child Labor Audit Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk.  Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
JPMorgan Chase & Co. Banks Social Climate Change Report on Absolute Targets for Financed GHG Emissions in Line with Net Zero Commitments Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
JPMorgan Chase & Co. Banks Environmental Climate Change Adopt Fossil Fuel Financing Policy Consistent with IEA's Net Zero 2050 Scenario Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
JPMorgan Chase & Co. Banks Environmental Business ethics, transparency and accountability Amend Certificate of Incorporation to Become a Public Benefit Corporation Against Against Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability.  Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
JPMorgan Chase & Co. Banks Governance Business ethics, transparency and accountability Disclose Director Skills and Qualifications Including Ideological Perspectives Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation.  Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
JPMorgan Chase & Co. Banks Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
JPMorgan Chase & Co. Banks Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Hershey Company Food Products Governance Communities Report on Eradication of Child Labor in Cocoa Production Against For We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
The Charles Schwab Corporation Capital Markets Social Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The Charles Schwab Corporation Capital Markets Governance Shareholder Rights Adopt Proxy Access Right Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Northrop Grumman Corporation Aerospace & Defense Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Chipotle Mexican Grill, Inc. Hotels, Restaurants & Leisure Governance Diversity and Inclusion Report on Effectiveness of Diversity Equity and Inclusion Efforts and Metrics Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
Chipotle Mexican Grill, Inc. Hotels, Restaurants & Leisure Social Diversity and Inclusion Oversee and Report a Racial Equity Audit Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is not warranted on the basis that the current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process.
Anthem, Inc. Health Care Providers & Services Social Business ethics, transparency and accountability Adopt a Policy Prohibiting Direct and Indirect Political Contributions to Candidates Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile.We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation.   Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Anthem, Inc. Health Care Providers & Services Governance Diversity and Inclusion Oversee and Report a Racial Equity Audit Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
State Street Corporation Capital Markets Social Business ethics, transparency and accountability Report on Asset Management Policies and Diversified Investors Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk.  Support for the proposal is not warranted on the basis that the company’s current disclosures follow best practice, standard reporting frameworks, which support integration of the company’s ESG policies and performance into the investment process.
Mondelez International, Inc. Food Products Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Mondelez International, Inc. Food Products Governance Diversity and Inclusion Oversee and Report on a Racial Equity Audit Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Southwest Airlines Co. Airlines Social Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against For Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Southwest Airlines Co. Airlines Governance Board Structure & Operation Adopt Majority Vote Cast to Remove Directors With or Without Cause Against For We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Universal Health Services, Inc. Health Care Providers & Services Governance Shareholder Rights Require a Majority Vote for the Election of Directors Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We generally support shareholder resolutions asking that companies amend their governance documents to provide for director election by majority vote.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Fiserv, Inc. IT Services Governance Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
CBRE Group, Inc. Real Estate Management & Development Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Quest Diagnostics Incorporated Health Care Providers & Services Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Amphenol Corporation Electronic Equipment, Instruments & Components Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Hartford Financial Services Group, Inc. Insurance Governance Climate Change Adopt Policies to Ensure Underwriting Practices Do Not Support New Fossil Fuel Supplies Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Pinnacle West Capital Corporation Electric Utilities Environmental Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
CDW Corporation Electronic Equipment, Instruments & Components Governance Shareholder Rights Provide Right to Act by Written Consent Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
NextEra Energy, Inc. Electric Utilities Governance Diversity and Inclusion Report on Effectiveness of Diversity, Equity and Inclusion Efforts and Metrics Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
NextEra Energy, Inc. Electric Utilities Social Diversity and Inclusion Disclose a Board Diversity and Qualifications Matrix Against For We believe boards and management should each foster a culture of inclusiveness and acceptance of differences at all levels of the corporation. We encourage boards to foster diversity within the talent pipeline for management succession, as well as within their own board refreshment practices. Boards require a diverse range of skills and experiences to fulfill their strategy and oversight responsibilities. In addition to relevant skills and expertise, board nomination policies and refreshment practices should take into account the board’s composition in terms of gender, race, ethnicity and age. Boardroom culture should ensure that those diverse voices are proactively sought and valued, providing a counterbalance to potential board entrenchment and groupthink. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is warranted on the basis that the company’s current disclosures are not aligned with this best practice reporting framework, which provides for consistent ESG data that allows for integration into the investment process.
Advance Auto Parts, Inc. Specialty Retail Social Shareholder Rights Amend Proxy Access Right Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Home Depot, Inc. Specialty Retail Governance Natural Resources Report on Efforts to Eliminate Deforestation in Supply Chain Against For Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities.  Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry.
Otis Worldwide Corporation Machinery Environmental Shareholder Rights Amend Governing Documents Regarding Requirements to Call for a Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Home Depot, Inc. Specialty Retail Governance Business ethics, transparency and accountability Report on Congruency of Political Spending with Company Values and Priorities Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The Home Depot, Inc. Specialty Retail Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Home Depot, Inc. Specialty Retail Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Home Depot, Inc. Specialty Retail Governance Diversity and Inclusion Oversee and Report a Racial Equity Audit Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
The Home Depot, Inc. Specialty Retail Social Diversity and Inclusion Report on Steps to Improve Gender and Racial Equity on the Board Against Against We believe boards and management should each foster a culture of inclusiveness and acceptance of differences at all levels of the corporation. We encourage boards to foster diversity within the talent pipeline for management succession, as well as within their own board refreshment practices. Boards require a diverse range of skills and experiences to fulfill their strategy and oversight responsibilities. In addition to relevant skills and expertise, board nomination policies and refreshment practices should take into account the board’s composition in terms of gender, race, ethnicity and age. Boardroom culture should ensure that those diverse voices are proactively sought and valued, providing a counterbalance to potential board entrenchment and groupthink. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Altria Group, Inc. Tobacco Social Diversity and Inclusion Report on Third-Party Civil Rights Audit Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
The Mosaic Company Chemicals Social Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Chubb Limited Insurance Governance Climate Change Report on Efforts to Reduce GHG Emissions Associated with Underwriting, Insuring, and Investing Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Chubb Limited Insurance Environmental Climate Change Adopt and Disclose Policies to Ensure Underwriting Does Not Support New Fossil Fuel Supplies Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
AT&T Inc. Diversified Telecommunication Services Environmental Business ethics, transparency and accountability Report on Civil Rights and Non-Discrimination Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation.  Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
AT&T Inc. Diversified Telecommunication Services Governance Business ethics, transparency and accountability Report on Congruency of Political Spending with Company Values and Priorities Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
AT&T Inc. Diversified Telecommunication Services Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
AT&T Inc. Diversified Telecommunication Services Governance Executive Compensation Consider Pay Disparity Between Executives and Other Employees Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Merck & Co., Inc. Pharmaceuticals Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Merck & Co., Inc. Pharmaceuticals Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Merck & Co., Inc. Pharmaceuticals Governance Customers Report on Access to COVID-19 Products Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth.  Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
NiSource Inc. Multi-Utilities Social Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Chevron Corporation Oil, Gas & Consumable Fuels Governance Climate Change Oversee and Report on Reliability of Methane Emission Disclosures For For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Chevron Corporation Oil, Gas & Consumable Fuels Environmental Climate Change Issue Audited Net-Zero Scenario Analysis Report Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Chevron Corporation Oil, Gas & Consumable Fuels Environmental Climate Change Adopt Medium and Long-Term GHG Emissions Reduction Targets Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
BlackRock, Inc. Capital Markets Environmental Business ethics, transparency and accountability Adopt Policies to Curtail Corporate Activities that Externalize Social and Environmental Costs Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Chevron Corporation Oil, Gas & Consumable Fuels Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Chevron Corporation Oil, Gas & Consumable Fuels Governance Diversity and Inclusion Oversee and Report a Racial Equity Audit Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully.
Chevron Corporation Oil, Gas & Consumable Fuels Social Communities Report on Business with Conflict-Complicit Governments Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
The Travelers Companies, Inc. Insurance Social Climate Change Adopt Underwriting Policies in Alignment with IEA's Net Zero 2050 Scenario Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
The Travelers Companies, Inc. Insurance Environmental Climate Change Report on Efforts to Measure, Disclose and Reduce GHG Emissions Associated with Underwriting Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
Amazon.com, Inc. Internet & Direct Marketing Retail Environmental Natural Resources Report on Efforts to Reduce Plastic Use Against For Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Amazon.com, Inc. Internet & Direct Marketing Retail Environmental Climate Change Report on Retirement Plan Options Aligned with Company Climate Goals Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Howmet Aerospace Inc. Aerospace & Defense Environmental Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
United Airlines Holdings, Inc. Airlines Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The Travelers Companies, Inc. Insurance Governance Business ethics, transparency and accountability Ensure Policies Do No Support Police Violations of Civil Rights Against Against Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
The Travelers Companies, Inc. Insurance Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Amazon.com, Inc. Internet & Direct Marketing Retail Governance Board Structure & Operation Require More Director Nominations Than Open Seats Against Against We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Amazon.com, Inc. Internet & Direct Marketing Retail Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Amazon.com, Inc. Internet & Direct Marketing Retail Governance Business ethics, transparency and accountability Publish a Tax Transparency Report Against Against Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Amazon.com, Inc. Internet & Direct Marketing Retail Governance Business ethics, transparency and accountability Report on Charitable Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities.   Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Amazon.com, Inc. Internet & Direct Marketing Retail Governance Board Quality Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates Against Against We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Dollar General Corporation Multiline Retail Governance Business ethics, transparency and accountability Report on Political Contributions and Expenditures Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
The Travelers Companies, Inc. Insurance Governance Diversity and Inclusion Oversee and Report a Racial Equity Audit Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Amazon.com, Inc. Internet & Direct Marketing Retail Social Communities Commission Third Party Study and Report on Risks Associated with Use of Rekognition Against For We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Amazon.com, Inc. Internet & Direct Marketing Retail Social Diversity and Inclusion Report on Median Gender/Racial Pay Gap Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Amazon.com, Inc. Internet & Direct Marketing Retail Social Employee Health and Safety Commission a Third Party Audit on Working Conditions Against For We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards.  Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Amazon.com, Inc. Internet & Direct Marketing Retail Social Communities Report on Protecting the Rights of Freedom of Association and Collective Bargaining Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Amazon.com, Inc. Internet & Direct Marketing Retail Social Talent Management Report on Risks Associated with Use of Concealment Clauses Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages.  Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Amazon.com, Inc. Internet & Direct Marketing Retail Social Employee Health and Safety Report on Worker Health and Safety Disparities Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards.  Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Amazon.com, Inc. Internet & Direct Marketing Retail Social Communities Commission Third Party Report Assessing Company's Human Rights Due Diligence Process Against For We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Social Natural Resources Report on Reducing Plastic Pollution Against Against Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities.  Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Environmental Climate Change Report on Scenario Analysis Consistent with International Energy Agency's Net Zero by 2050 Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Environmental Climate Change Report on Low Carbon Business Planning Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Environmental Climate Change Set GHG Emissions Reduction targets Consistent With Paris Agreement Goal Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Environmental Business ethics, transparency and accountability Report on Political Contributions and Expenditures Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Governance Business ethics, transparency and accountability Amend Bylaws to Limit Shareholder Rights for Proposal Submission Against Against Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Governance Executive Compensation Remove Executive Perquisites Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
The Southern Company Electric Utilities Governance Shareholder Rights Adopt Simple Majority Vote For For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Equinix, Inc. Equity Real Estate Investment Trusts (REITs) Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Meta Platforms, Inc. Interactive Media & Services Governance Business ethics, transparency and accountability Report on Charitable Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities.   Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Meta Platforms, Inc. Interactive Media & Services Governance Board Quality Commission Assessment of Audit and Risk Oversight Committee Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Meta Platforms, Inc. Interactive Media & Services Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Meta Platforms, Inc. Interactive Media & Services Governance Business ethics, transparency and accountability Commission a Workplace Non-Discrimination Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation.  Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Meta Platforms, Inc. Interactive Media & Services Governance Business ethics, transparency and accountability Report on Community Standards Enforcement Against For Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability.  Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Meta Platforms, Inc. Interactive Media & Services Governance Business ethics, transparency and accountability Report on External Costs of Misinformation and Impact on Diversified Shareholders Against Against Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Meta Platforms, Inc. Interactive Media & Services Governance Board Structure & Operation Require Independent Board Chair Against For We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Meta Platforms, Inc. Interactive Media & Services Governance Shareholder Rights Approve Recapitalization Plan for all Stock to Have One-vote per Share Against For We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Twitter, Inc. Interactive Media & Services Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Twitter, Inc. Interactive Media & Services Governance Business ethics, transparency and accountability Report on Political Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is not warranted as the outcome is not material or does not require timely resolution in terms of strategy and risk oversight.
Twitter, Inc. Interactive Media & Services Governance Business ethics, transparency and accountability Commission a Workplace Non-Discrimination Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation.  Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Twitter, Inc. Interactive Media & Services Governance Board Quality Nominate Candidate for Board Elections with Human and/or Civil Rights Expertise Against Against We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Meta Platforms, Inc. Interactive Media & Services Governance Customers Report on Child Sexual Exploitation Online Against For Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves.  Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Meta Platforms, Inc. Interactive Media & Services Social Communities Publish Third Party Human Rights Impact Assessment Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Meta Platforms, Inc. Interactive Media & Services Social Customers Report on User Risk and Advisory Vote on Metaverse Project Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Meta Platforms, Inc. Interactive Media & Services Social Talent Management Report on Risks Associated with Use of Concealment Clauses Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages.  Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Twitter, Inc. Interactive Media & Services Social Talent Management Report on Risks Associated with Use of Concealment Clauses Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages.  Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
McDonald's Corporation Hotels, Restaurants & Leisure Social Natural Resources Report on Efforts to Reduce Plastic Use Against For Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities.  Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
McDonald's Corporation Hotels, Restaurants & Leisure Environmental Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
McDonald's Corporation Hotels, Restaurants & Leisure Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
McDonald's Corporation Hotels, Restaurants & Leisure Governance Business ethics, transparency and accountability Issue Transparency Report on Global Public Policy and Political Influence Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Illumina, Inc. Life Sciences Tools & Services Governance Shareholder Rights Provide Right to Call a Special Meeting at a 15 Percent Ownership Threshold Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
McDonald's Corporation Hotels, Restaurants & Leisure Governance Product Responsibility Report on Public Health Costs of Antibiotic Use and Impact on Diversified Shareholders Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
McDonald's Corporation Hotels, Restaurants & Leisure Social Product Responsibility Report on Use of Gestation Stalls in Pork Supply Chain Against For Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves.  Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully.
McDonald's Corporation Hotels, Restaurants & Leisure Social Diversity and Inclusion Report on Third-Party Civil Rights Audit Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully.
Morgan Stanley Capital Markets Social Climate Change Adopt Fossil Fuel Lending and Underwriting Policy Consistent with IEA's Net Zero 2050 Scenario Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Cerner Corporation Health Care Technology Environmental Shareholder Rights Provide Right to Call a Special Meeting Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
VeriSign, Inc. IT Services Governance Shareholder Rights Eliminate Holding Period for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Interpublic Group of Companies, Inc. Media Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
DuPont de Nemours, Inc. Chemicals Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Lincoln National Corporation Insurance Governance Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against For Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Lincoln National Corporation Insurance Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Lowe's Companies, Inc. Specialty Retail Governance Business ethics, transparency and accountability Commission a Civil Rights and Non-Discrimination Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation.  Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Lowe's Companies, Inc. Specialty Retail Governance Shareholder Rights Amend Proxy Access Right Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Lowe's Companies, Inc. Specialty Retail Governance Communities Report on Risks from Company Vendors that Misclassify Employees as Independent Contractors Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is not warranted based on factors related to a past company or industry controversy, as it is not material to ongoing business operations or has been addressed adequately.
Lowe's Companies, Inc. Specialty Retail Social Customers Report on Risks of State Policies Restricting Reproductive Health Care Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Lowe's Companies, Inc. Specialty Retail Social Diversity and Inclusion Report on Median Gender/Racial Pay Gap Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Alphabet Inc. Interactive Media & Services Social Natural Resources Report on Metrics and Efforts to Reduce Water Related Risk Against Against Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities.  Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Alphabet Inc. Interactive Media & Services Environmental Climate Change Report on Physical Risks of Climate Change Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Alphabet Inc. Interactive Media & Services Environmental Climate Change Report on Climate Lobbying Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Comcast Corporation Media Environmental Climate Change Report on Retirement Plan Options Aligned with Company Climate Goals Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Alphabet Inc. Interactive Media & Services Environmental Business ethics, transparency and accountability Report on Policies Regarding Military and Militarized Policing Agencies Against For Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability.  Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Alphabet Inc. Interactive Media & Services Governance Board Quality Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates Against Against We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Alphabet Inc. Interactive Media & Services Governance Board Quality Establish an Environmental Sustainability Board Committee Against Against We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Alphabet Inc. Interactive Media & Services Governance Business ethics, transparency and accountability Report on External Costs of Misinformation and Impact on Diversified Shareholders Against Against Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Alphabet Inc. Interactive Media & Services Governance Business ethics, transparency and accountability Report on Risks of Doing Business in Countries with Significant Human Rights Concerns Against For We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Alphabet Inc. Interactive Media & Services Governance Business ethics, transparency and accountability Report on Government Takedown Requests Against Against Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability.  Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Alphabet Inc. Interactive Media & Services Governance Shareholder Rights Approve Recapitalization Plan for all Stock to Have One-vote per Share Against For We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Alphabet Inc. Interactive Media & Services Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Comcast Corporation Media Governance Business ethics, transparency and accountability Report on Omitting Viewpoint and Ideology from EEO Policy Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation.  Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Comcast Corporation Media Governance Business ethics, transparency and accountability Report on Charitable Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities.   Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Alphabet Inc. Interactive Media & Services Governance Diversity and Inclusion Report on Steps to Improve Racial and Gender Board Diversity Against Against We believe boards and management should each foster a culture of inclusiveness and acceptance of differences at all levels of the corporation. We encourage boards to foster diversity within the talent pipeline for management succession, as well as within their own board refreshment practices. Boards require a diverse range of skills and experiences to fulfill their strategy and oversight responsibilities. In addition to relevant skills and expertise, board nomination policies and refreshment practices should take into account the board’s composition in terms of gender, race, ethnicity and age. Boardroom culture should ensure that those diverse voices are proactively sought and valued, providing a counterbalance to potential board entrenchment and groupthink. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Alphabet Inc. Interactive Media & Services Social Communities Commission Third Party Assessment of Company's Management of Misinformation and Disinformation Across Platforms Against For We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Alphabet Inc. Interactive Media & Services Social Product Responsibility Disclose More Quantitative and Qualitative Information on Algorithmic Systems Against For Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies should adopt policies designed for responsible and safe use of products and services to safeguard consumers as well as prevent predatory or discriminatory consumer practices.  Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Alphabet Inc. Interactive Media & Services Social Product Responsibility Report on Managing Risks Related to Data Collection, Privacy and Security Against For Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies should adopt policies designed for responsible and safe use of products and services to safeguard consumers as well as prevent predatory or discriminatory consumer practices.  Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Alphabet Inc. Interactive Media & Services Social Talent Management Report on Risks Associated with Use of Concealment Clauses Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages.  Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Alphabet Inc. Interactive Media & Services Social Diversity and Inclusion Oversee and Report a Third-Party Racial Equity Audit Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully.
Comcast Corporation Media Social Talent Management Conduct Audit and Report on Effectiveness of Sexual Harassment Policies Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages.  Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Comcast Corporation Media Social Diversity and Inclusion Oversee and Report a Racial Equity Audit Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Walmart Inc. Food & Staples Retailing Social Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Walmart Inc. Food & Staples Retailing Governance Business ethics, transparency and accountability Report on Charitable Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities.   Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Walmart Inc. Food & Staples Retailing Governance Business ethics, transparency and accountability Report on a Civil Rights and Non-Discrimination Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation.  Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Walmart Inc. Food & Staples Retailing Governance Board Quality Create a Pandemic Workforce Advisory Council Against Against We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Walmart Inc. Food & Staples Retailing Governance Talent Management Report on Alignment of Racial Justice Goals and Starting Wages Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages.  Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Walmart Inc. Food & Staples Retailing Social Customers Report on Impacts of Restrictive Reproductive Healthcare Legislation Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Walmart Inc. Food & Staples Retailing Social Product Responsibility Report on Animal Welfare Policies and Practices in Food Supply Chain Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
PayPal Holdings, Inc. IT Services Social Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Netflix, Inc. Entertainment Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Netflix, Inc. Entertainment Governance Shareholder Rights Adopt Simple Majority Vote Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Digital Realty Trust, Inc. Equity Real Estate Investment Trusts (REITs) Governance Talent Management Report on Risks Associated with Use of Concealment Clauses Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
UnitedHealth Group Incorporated Health Care Providers & Services Social Business ethics, transparency and accountability Report on Congruency of Political Spending with Company Values and Priorities Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
UnitedHealth Group Incorporated Health Care Providers & Services Governance Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The TJX Companies, Inc. Specialty Retail Governance Talent Management Adopt Paid Sick Leave Policy for All Associates Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
The TJX Companies, Inc. Specialty Retail Social Customers Report on Risk Due to Restrictions on Reproductive Rights Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth.  Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
The TJX Companies, Inc. Specialty Retail Social Communities Report on Risks from Company Vendors that Misclassify Employees as Independent Contractors Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is not warranted based on factors related to a past company or industry controversy, as it is not material to ongoing business operations or has been addressed adequately.
The TJX Companies, Inc. Specialty Retail Social Communities Report on Assessing Due Diligence on Human Rights in Supply Chain Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Cognizant Technology Solutions Corporation IT Services Social Shareholder Rights Amend Governing Documents Regarding Requirements to Call for a Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Fortive Corporation Machinery Governance Shareholder Rights Adopt Simple Majority Vote Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Caterpillar Inc. Machinery Governance Climate Change Report on Long-Term Greenhouse Gas Targets Aligned with Paris Agreement For For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
eBay, Inc. Internet & Direct Marketing Retail Environmental Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Caterpillar Inc. Machinery Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Caterpillar Inc. Machinery Governance Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Caterpillar Inc. Machinery Governance Communities Report on Risks of Doing Business in Conflict-Affected Areas Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
American Airlines Group Inc. Airlines Social Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Paramount Global Media Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Target Corporation Multiline Retail Governance Shareholder Rights Amend Proxy Access Right Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Salesforce, Inc. Software Governance Board Structure & Operation Require Independent Board Chair Against For We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Salesforce, Inc. Software Governance Diversity and Inclusion Oversee and Report a Racial Equity Audit Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves.  Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
DaVita Inc. Health Care Providers & Services Social Business ethics, transparency and accountability Report on Political Contributions and Expenditures Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
FleetCor Technologies Inc. IT Services Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Booking Holdings Inc. Hotels, Restaurants & Leisure Governance Executive Compensation Report on Climate Change Performance Metrics Into Executive Compensation Program Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Booking Holdings Inc. Hotels, Restaurants & Leisure Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
General Motors Company Automobiles Governance Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. 
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
General Motors Company Automobiles Governance Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
General Motors Company Automobiles Governance Communities Report on the Use of Child Labor in Connection with Electric Vehicles Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Monster Beverage Corporation Beverages Social Climate Change Report on GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Delta Air Lines, Inc. Airlines Environmental Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures.  Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Norwegian Cruise Line Holdings Ltd. Hotels, Restaurants & Leisure Governance Executive Compensation Adopt Share Retention Policy For Senior Executives Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Fortinet, Inc. Software Governance Shareholder Rights Adopt Simple Majority Vote None For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements.  Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Mastercard Incorporated IT Services Governance Business ethics, transparency and accountability Report on Charitable Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities.   Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Mastercard Incorporated IT Services Governance Business ethics, transparency and accountability Report on Political Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures.  Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Mastercard Incorporated IT Services Governance Shareholder Rights Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Mastercard Incorporated IT Services Governance Product Responsibility Report on Risks Associated with Sale and Purchase of Ghost Guns Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves.  Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Activision Blizzard, Inc. Entertainment Social Board Quality Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates Against Against We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Activision Blizzard, Inc. Entertainment Governance Talent Management Report on Efforts Prevent Abuse, Harassment, and Discrimination Against For We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages.  Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Nasdaq, Inc. Capital Markets Social Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level.  Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Kroger Co. Food & Staples Retailing Governance Climate Change Report on Efforts to Eliminate HFCs in Refrigeration and Reduce GHG Emissions Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
The Kroger Co. Food & Staples Retailing Environmental Natural Resources Report on Efforts to Reduce Plastic Use Against For Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities.  Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
The Kroger Co. Food & Staples Retailing Environmental Talent Management Report on Risks to Business Due to Increased Labor Market Pressure Against For We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages.  Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
The Kroger Co. Food & Staples Retailing Social Communities Report on Human Rights and Protection of Farmworkers Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance.  Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Dollar Tree, Inc. Multiline Retail Social Climate Change Report on GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate.   Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry.

1 Votes included from reporting period July 1, 2021 – June 30, 2022. This report reflects proxy voting for the College Retirement Equities Fund (“CREF”), TIAA-CREF Funds, TIAA-CREF Life Funds and TIAA Separate Account VA-1 (collectively “TIAA-CREF Fund Complex”) and the General Account of Teachers Insurance and Annuity Association of America (“TIAA”), which comprise 84% of Nuveen, LLC equity assets under management as of December, 31 2021. Other Nuveen investment specialists, including Nuveen Asset Management, LLC, NWQ Investment Management, LLC, Santa Barbara Asset Management, LLC, and Winslow Capital Management, LLC, have their own voting processes and policies. Those votes represent the distinct views of these specialists and may or may not align with those of the TIAA-CREF Fund Complex and TIAA.

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