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 500 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 | MEETING DATE | NUVEEN SHAREHOLDER PROPOSAL CATEGORY | PROPOSAL TEXT | MANAGEMENT RECOMMENDATION | VOTE INSTRUCTION | ISSUE VOTING PRINCIPLE | VOTE RATIONALE |
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McKesson Corporation | Health Care Providers & Services | Governance | 7/22/2022 | 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. |
McKesson Corporation | Health Care Providers & Services | Governance | 7/22/2022 | 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. |
Electronic Arts Inc. | Entertainment | Governance | 8/11/2022 | 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. |
NIKE, Inc. | Textiles, Apparel & Luxury Goods | Governance | 9/9/2022 | Business ethics, transparency and accountability | Adopt a Policy on China Sourcing | 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. |
NetApp, Inc. | Technology Hardware, Storage & Peripherals | Governance | 9/9/2022 | 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. |
NortonLifeLock Inc. | Software | Governance | 9/13/2022 | 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. |
FedEx Corporation | Air Freight & Logistics | Environmental | 9/19/2022 | Climate Change | Report on Climate Lobbying | 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. |
FedEx Corporation | Air Freight & Logistics | Governance | 9/19/2022 | Business ethics, transparency and accountability | Report on Racism in Corporate Culture | Against | For | 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 warranted based on factors related to material stakeholder risks that have not been addressed fully. |
FedEx Corporation | Air Freight & Logistics | Governance | 9/19/2022 | 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. |
FedEx Corporation | Air Freight & Logistics | Governance | 9/19/2022 | 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 | 9/19/2022 | 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 | 9/21/2022 | 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 Mills, Inc. | Food Products | Environmental | 9/27/2022 | Natural Resources | Report on Absolute Plastic Packaging Use Reduction | 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. |
General Mills, Inc. | Food Products | Governance | 9/27/2022 | 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. |
Cintas Corporation | Commercial Services & Supplies | Governance | 10/25/2022 | 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. |
Cintas Corporation | Commercial Services & Supplies | Governance | 10/25/2022 | 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. |
KLA Corporation | Semiconductors & Semiconductor Equipment | Environmental | 11/2/2022 | Climate Change | Report on GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal | 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. |
Fox Corporation | Media | Governance | 11/3/2022 | 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. |
News Corporation | Media | Governance | 11/15/2022 | 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. |
Sysco Corporation | Food & Staples Retailing | Environmental | 11/18/2022 | Natural Resources | Report on Efforts to Reduce Plastic Use | None | 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. |
Sysco Corporation | Food & Staples Retailing | Social | 11/18/2022 | Communities | Commission Third Party Report Assessing Company's Supply Chain Risks | 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. |
Sysco Corporation | Food & Staples Retailing | Social | 11/18/2022 | 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
Campbell Soup Company | Food Products | Environmental | 11/30/2022 | Climate Change | Assess and Report on the Company's Retirement Funds' Management of Systemic Climate Risk | 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. |
Campbell Soup Company | Food Products | Social | 11/30/2022 | Product Responsibility | Report on Supply Chain Practices | 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. |
Cisco Systems, Inc. | Communications Equipment | Governance | 12/8/2022 | Business ethics, transparency and accountability | Report on Tax Transparency Set Forth in the Global Reporting Initiative's Tax Standard | 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 provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
Viatris Inc. | Pharmaceuticals | Governance | 12/9/2022 | 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. |
Microsoft Corporation | Software | Governance | 12/13/2022 | Business ethics, transparency and accountability | Report on Tax Transparency | 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 provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
Microsoft Corporation | Software | Social | 12/13/2022 | Product Responsibility | Report on Development of Products for Military | 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. |
Microsoft Corporation | Software | Social | 12/13/2022 | Customers | Report on Government Use of Microsoft 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 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 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 | Environmental | 12/13/2022 | Climate Change | Assess and Report on the Company's Retirement Funds' Management of Systemic Climate Risk | 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. |
Microsoft Corporation | Software | Social | 12/13/2022 | Talent Management | Report on Hiring of Persons with Arrest or Incarceration Records | Against | Against | We believe that talent management encompasses broader elements related to engaging and developing employees for strategic and long term alignment with corporate goals and culture. Employee satisfaction, engagement, and professional development are important factors for cultivating optimal performance within a firm’s workforce and throughout its supply chain. Wages and other compensation are important contributors to satisfaction. In addition, investments in training, mentoring, incentives, knowledge-sharing and shared decision-making can bolster workforce quality and productivity outcomes, especially when implemented in combination. 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 disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
Microsoft Corporation | Software | Governance | 12/13/2022 | Business ethics, transparency and accountability | Report on Cost/Benefit Analysis of Diversity and Inclusion | 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. |
Costco Wholesale Corporation | Food & Staples Retailing | Social | 1/19/2023 | 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. |
Visa Inc. | IT Services | Governance | 1/24/2023 | 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. |
Becton, Dickinson and Company | Health Care Equipment & Supplies | Governance | 1/24/2023 | 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. |
Walgreens Boots Alliance, Inc. | Food & Staples Retailing | Governance | 1/26/2023 | 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. |
Walgreens Boots Alliance, Inc. | Food & Staples Retailing | Social | 1/26/2023 | 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. |
Hormel Foods Corporation | Food Products | Social | 1/31/2023 | Product Responsibility | Comply with World Health Organization Guidelines on Antimicrobial Use Throughout Supply Chains | 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 | 2/9/2023 | Product Responsibility | Comply with World Health Organization Guidelines on Antimicrobial Use Throughout Supply Chains | 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. |
Deere & Company | Machinery | Governance | 2/22/2023 | 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. |
Applied Materials, Inc. | Semiconductors & Semiconductor Equipment | Governance | 3/9/2023 | 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 | 3/9/2023 | 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 | 3/9/2023 | 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. |
Apple Inc. | Technology Hardware, Storage & Peripherals | Governance | 3/10/2023 | 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. |
Apple Inc. | Technology Hardware, Storage & Peripherals | Social | 3/10/2023 | 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 | Governance | 3/10/2023 | Business ethics, transparency and accountability | Adopt a Policy Establishing an Engagement Process with Proponents to Shareholder Proposals | 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 factors related to material stakeholder risks that have been addressed sufficiently. |
Apple Inc. | Technology Hardware, Storage & Peripherals | Governance | 3/10/2023 | Business ethics, transparency and accountability | 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 based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
Apple Inc. | Technology Hardware, Storage & Peripherals | Governance | 3/10/2023 | 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. |
Starbucks Corporation | Hotels, Restaurants & Leisure | Governance | 3/23/2023 | Business ethics, transparency and accountability | Establish Committee on Corporate Sustainability | 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
Starbucks Corporation | Hotels, Restaurants & Leisure | Social | 3/23/2023 | Talent Management | Commission Third Party Assessment on Company's Commitment to Freedom of Association and Collective Bargaining 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 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 a material company or industry controversy that have not been addressed fully. |
Starbucks Corporation | Hotels, Restaurants & Leisure | Governance | 3/23/2023 | Business ethics, transparency and accountability | 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 based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
Starbucks Corporation | Hotels, Restaurants & Leisure | Governance | 3/23/2023 | Executive Compensation | Adopt Policy on Succession Planning | 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 factors related to material stakeholder risks that have been addressed sufficiently. |
Starbucks Corporation | Hotels, Restaurants & Leisure | Social | 3/23/2023 | Product Responsibility | Report on Plant-Based Milk Pricing | 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 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 Walt Disney Company | Entertainment | Governance | 4/3/2023 | Business ethics, transparency and accountability | Report on Political 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 Walt Disney Company | Entertainment | Governance | 4/3/2023 | 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 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 | 4/3/2023 | Business ethics, transparency and accountability | Report on Risks Related to Operations in 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 based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Hewlett Packard Enterprise Company | Technology Hardware, Storage & Peripherals | Governance | 4/5/2023 | 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. |
A. O. Smith Corporation | Building Products | Governance | 4/11/2023 | Business ethics, transparency and accountability | Report on Whether Company Policies Reinforce Racism in Company Culture | 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. |
Synopsys, Inc. | Software | Governance | 4/12/2023 | 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 Bank of New York Mellon Corporation | Capital Markets | Governance | 4/12/2023 | 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. |
Lennar Corporation | Household Durables | Governance | 4/12/2023 | 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. |
Dow Inc. | Chemicals | Environmental | 4/13/2023 | Natural Resources | Commission Audited Report on Reduced Plastics Demand | 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. |
Dow Inc. | Chemicals | Governance | 4/13/2023 | 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 disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
IQVIA Holdings Inc. | Life Sciences Tools & Services | Governance | 4/18/2023 | 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 disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
IQVIA Holdings Inc. | Life Sciences Tools & Services | Governance | 4/18/2023 | 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. |
The Boeing Company | Aerospace & Defense | Social | 4/18/2023 | 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. |
The Boeing Company | Aerospace & Defense | Environmental | 4/18/2023 | Climate Change | Report on Climate Lobbying | 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 Boeing Company | Aerospace & Defense | Governance | 4/18/2023 | 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 Boeing Company | Aerospace & Defense | Governance | 4/18/2023 | Business ethics, transparency and accountability | Report on Risks Related to Operations in 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 on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
HCA Healthcare, Inc. | Health Care Providers & Services | Governance | 4/19/2023 | Board Quality | Amend Charter of Patient Safety and Quality of Care 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 factors related to material stakeholder risks that have not been addressed fully. |
HCA Healthcare, Inc. | Health Care Providers & Services | Governance | 4/19/2023 | 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
Carrier Global Corporation | Building Products | Governance | 4/20/2023 | Board Structure & Operation | Require Independent Board Chairman | 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. |
Adobe Inc. | Software | Social | 4/20/2023 | Talent Management | Report on Hiring of Persons with Arrest or Incarceration Records | Against | Against | We believe that talent management encompasses broader elements related to engaging and developing employees for strategic and long term alignment with corporate goals and culture. Employee satisfaction, engagement, and professional development are important factors for cultivating optimal performance within a firm’s workforce and throughout its supply chain. Wages and other compensation are important contributors to satisfaction. In addition, investments in training, mentoring, incentives, knowledge-sharing and shared decision-making can bolster workforce quality and productivity outcomes, especially when implemented in combination. 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. |
The AES Corporation | Independent Power & Renewable Electricity Producers | Governance | 4/20/2023 | 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. |
PPG Industries, Inc. | Chemicals | Governance | 4/20/2023 | 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. |
CenterPoint Energy, Inc. | Multi-Utilities | Environmental | 4/21/2023 | Climate Change | Disclose Scope 3 Emissions and Setting Scope 3 Emission 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 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. |
Stanley Black & Decker, Inc. | Machinery | Governance | 4/21/2023 | 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. |
L3Harris Technologies, Inc. | Aerospace & Defense | Governance | 4/21/2023 | 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. |
HP Inc. | Technology Hardware, Storage & Peripherals | Governance | 4/24/2023 | 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. |
Charter Communications, Inc. | Media | Governance | 4/25/2023 | 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 Coca-Cola Company | Beverages | Social | 4/25/2023 | 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 Coca-Cola Company | Beverages | Governance | 4/25/2023 | 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 | 4/25/2023 | Business ethics, transparency and accountability | Report on Congruency of Political Spending with Company Values and Priorities | 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. |
The Coca-Cola Company | Beverages | Governance | 4/25/2023 | 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 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 Coca-Cola Company | Beverages | Social | 4/25/2023 | 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 on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
Citigroup Inc. | Banks | Environmental | 4/25/2023 | Climate Change | Adopt Time-Bound Policy to Phase Out Underwriting and Lending for New Fossil Fuel Development | 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Citigroup Inc. | Banks | Social | 4/25/2023 | 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. |
Citigroup Inc. | Banks | Governance | 4/25/2023 | 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 | 4/25/2023 | 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. |
West Pharmaceutical Services, Inc. | Life Sciences Tools & Services | Governance | 4/25/2023 | Business ethics, transparency and accountability | Amend Bylaws | 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. |
Bank of America Corporation | Banks | Social | 4/25/2023 | Diversity and Inclusion | Commission 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 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. |
Bank of America Corporation | Banks | Environmental | 4/25/2023 | Climate Change | Adopt Time-Bound Policy to Phase Out Underwriting and Lending for New Fossil Fuel Development | 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Bank of America Corporation | Banks | Environmental | 4/25/2023 | Climate Change | Report on Climate Transition Plan Describing Efforts to Align Financing Activities with GHG 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 more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
Bank of America Corporation | Banks | Environmental | 4/25/2023 | Climate Change | Disclose 2030 Absolute GHG Reduction Targets Associated with Lending and Underwriting | 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 | Governance | 4/25/2023 | 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. |
Bank of America Corporation | Banks | Governance | 4/25/2023 | 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. |
International Business Machines Corporation | IT Services | Social | 4/25/2023 | Talent Management | Report on Efforts to Prevent Harassment and Discrimination in the Workplace | 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. Unconscious biases or acts of discrimination based on demographic and other personal characteristics such as race or gender can undermine the ability of diverse talent to contribute productively, and potentially lead to high turnover rates among diverse employees and suppliers. Systemic discrimination or harassment among workers can pose a threat to a firm’s reputation and increase the risk of labor disputes, litigation and regulatory enforcement actions. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s nondiscrimination policies and practices, or seeking to implement such policies, including equal employment opportunity standards. | Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
International Business Machines Corporation | IT Services | Governance | 4/25/2023 | Business ethics, transparency and accountability | Report on Risks Related to Operations in 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 based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
International Business Machines Corporation | IT Services | Governance | 4/25/2023 | 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
International Business Machines Corporation | IT Services | Governance | 4/25/2023 | 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. |
Wells Fargo & Company | Banks | Social | 4/25/2023 | Talent Management | Adopt Policy on Freedom of Association and Collective Bargaining | 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. |
Wells Fargo & Company | Banks | Social | 4/25/2023 | Talent Management | Report on Prevention of Workplace Harassment and Discrimination | 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. |
Wells Fargo & Company | Banks | Environmental | 4/25/2023 | Climate Change | Adopt Time-Bound Policy to Phase Out Underwriting and Lending for New Fossil Fuel Development | 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Wells Fargo & Company | Banks | Environmental | 4/25/2023 | Climate Change | Report on Climate Transition Plan Describing Efforts to Align Financing Activities with GHG 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 more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
Wells Fargo & Company | Banks | Environmental | 4/25/2023 | Climate Change | Report on Climate Lobbying | 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 a material company or industry controversy that have not been addressed fully. |
Wells Fargo & Company | Banks | Governance | 4/25/2023 | Business ethics, transparency and accountability | Report on Political Expenditures Congruence | 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 provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
Wells Fargo & Company | Banks | Governance | 4/25/2023 | 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. |
PACCAR Inc | Machinery | Environmental | 4/25/2023 | Climate Change | Report on Climate Lobbying | 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 more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
PACCAR Inc | Machinery | Governance | 4/25/2023 | 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. |
Truist Financial Corporation | Banks | Governance | 4/25/2023 | 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. |
Bio-Rad Laboratories, Inc. | Life Sciences Tools & Services | Governance | 4/25/2023 | 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. |
The Goldman Sachs Group, Inc. | Capital Markets | Social | 4/26/2023 | 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. |
The Goldman Sachs Group, Inc. | Capital Markets | Environmental | 4/26/2023 | Climate Change | Report on Climate Transition Plan Describing Efforts to Align Financing Activities with GHG 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 more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
The Goldman Sachs Group, Inc. | Capital Markets | Environmental | 4/26/2023 | Climate Change | Disclose 2030 Absolute GHG Reduction Targets Associated with Lending and Underwriting | 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 | 4/26/2023 | Climate Change | Adopt Time-Bound Policy to Phase Out Underwriting and Lending for New Fossil Fuel Development | 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
The Goldman Sachs Group, Inc. | Capital Markets | Social | 4/26/2023 | 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 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 Goldman Sachs Group, Inc. | Capital Markets | Social | 4/26/2023 | Communities | Publish Third-Party Review on Chinese Congruency of Certain ETFs | 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. |
The Goldman Sachs Group, Inc. | Capital Markets | Governance | 4/26/2023 | 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 | 4/26/2023 | 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. |
BorgWarner Inc. | Automobile Components | Environmental | 4/26/2023 | Climate Change | Report on Just 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 more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
BorgWarner Inc. | Automobile Components | Governance | 4/26/2023 | 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 Cigna Group | Health Care Providers & Services | Governance | 4/26/2023 | Business ethics, transparency and accountability | Report on Congruency of Political Spending with Company Values and Priorities | 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. |
The Cigna Group | Health Care Providers & Services | Governance | 4/26/2023 | 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. |
Marathon Petroleum Corporation | Oil, Gas & Consumable Fuels | Environmental | 4/26/2023 | Climate Change | Report on Asset Retirement Obligation | 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. |
Marathon Petroleum Corporation | Oil, Gas & Consumable Fuels | Environmental | 4/26/2023 | Climate Change | Report on Just 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 more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
Marathon Petroleum Corporation | Oil, Gas & Consumable Fuels | Governance | 4/26/2023 | 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 | 4/26/2023 | 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. |
Texas Instruments Incorporated | Semiconductors & Semiconductor Equipment | Social | 4/27/2023 | Communities | Report on Due Diligence Efforts to Trace End-User Misuse of Company Products | 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 material stakeholder risks that have been addressed sufficiently. |
Texas Instruments Incorporated | Semiconductors & Semiconductor Equipment | Governance | 4/27/2023 | 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. | Financial Services | Governance | 4/27/2023 | 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. |
Lockheed Martin Corporation | Aerospace & Defense | Environmental | 4/27/2023 | Climate Change | Report on Efforts to Reduce Full Value Chain GHG Emissions in Alignment 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 the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
Lockheed Martin Corporation | Aerospace & Defense | Social | 4/27/2023 | 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. |
Lockheed Martin Corporation | Aerospace & Defense | Governance | 4/27/2023 | 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. |
Pfizer Inc. | Pharmaceuticals | Governance | 4/27/2023 | Business ethics, transparency and accountability | Report on Political Expenditures Congruence | 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. |
Pfizer Inc. | Pharmaceuticals | Social | 4/27/2023 | Customers | Report on Impact of Extended Patent Exclusivities on Product Access | 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 the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
Pfizer Inc. | Pharmaceuticals | Social | 4/27/2023 | Customers | Report on Feasibility of Intellectual Property 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. |
Pfizer Inc. | Pharmaceuticals | Governance | 4/27/2023 | 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. |
Pfizer Inc. | Pharmaceuticals | Governance | 4/27/2023 | 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. |
Johnson & Johnson | Pharmaceuticals | Social | 4/27/2023 | Customers | Report on Impact of Extended Patent Exclusivities on Product Access | 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 more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
Johnson & Johnson | Pharmaceuticals | Governance | 4/27/2023 | 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 | Social | 4/27/2023 | Customers | Report on Government Financial Support and Equitable 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Church & Dwight Co., Inc. | Household Products | Governance | 4/27/2023 | 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. |
Intuitive Surgical, Inc. | Health Care Equipment & Supplies | Social | 4/27/2023 | 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. |
Abbott Laboratories | Health Care Equipment & Supplies | Governance | 4/28/2023 | 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. |
Abbott Laboratories | Health Care Equipment & Supplies | Governance | 4/28/2023 | 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
Abbott Laboratories | Health Care Equipment & Supplies | Governance | 4/28/2023 | 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 | 4/28/2023 | 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. |
Leidos Holdings, Inc. | Professional Services | Governance | 4/28/2023 | 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. |
Leidos Holdings, Inc. | Professional Services | Governance | 4/28/2023 | Business ethics, transparency and accountability | Report on Political Expenditures Congruence | 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Kellogg Company | Food Products | Social | 4/28/2023 | 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 the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
Kellogg Company | Food Products | Governance | 4/28/2023 | Business ethics, transparency and accountability | Report on Civil Rights, Non-Discrimination and Returns to Merit 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. |
Eli Lilly and Company | Pharmaceuticals | Governance | 5/1/2023 | Business ethics, transparency and accountability | Adopt Policy to Require Third-Party Organizations to Annually Report Expenditures for Political Activities | 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 proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
Eli Lilly and Company | Pharmaceuticals | Social | 5/1/2023 | 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
Eli Lilly and Company | Pharmaceuticals | Governance | 5/1/2023 | Business ethics, transparency and accountability | Publish Third-Party Review of Alignment of Company's Lobbying Activities with its Public Statements | 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. |
Eli Lilly and Company | Pharmaceuticals | Governance | 5/1/2023 | Business ethics, transparency and accountability | Report on Risks of Supporting Abortion | 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. |
Eli Lilly and Company | Pharmaceuticals | Social | 5/1/2023 | Customers | Report on Impact of Extended Patent Exclusivities on Product Access | 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 the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
Eli Lilly and Company | Pharmaceuticals | Governance | 5/1/2023 | 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. | 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. |
Eli Lilly and Company | Pharmaceuticals | Governance | 5/1/2023 | 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. |
Paycom Software, Inc. | Professional Services | Governance | 5/1/2023 | 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. |
Expeditors International of Washington, Inc. | Air Freight & Logistics | Social | 5/2/2023 | 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. |
Expeditors International of Washington, Inc. | Air Freight & Logistics | Governance | 5/2/2023 | 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. |
Public Storage | Specialized REITs | Environmental | 5/2/2023 | Climate Change | Report on GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal | 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. |
Raytheon Technologies Corporation | Aerospace & Defense | Environmental | 5/2/2023 | Climate Change | Report on Efforts to Reduce GHG Emissions in Alignment 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 the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
Raytheon Technologies Corporation | Aerospace & Defense | Governance | 5/2/2023 | 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. |
American Express Company | Consumer Finance | Governance | 5/2/2023 | Business ethics, transparency and accountability | Report on Risks Related to Fulfilling Information Requests for Enforcing Laws Criminalizing Abortion Access | 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 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 as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
American Express Company | Consumer Finance | Governance | 5/2/2023 | 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. |
Baxter International Inc. | Health Care Equipment & Supplies | Governance | 5/2/2023 | Executive Compensation | Adopt Share Retention Policy For Senior Executives | 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. |
Baxter International Inc. | Health Care Equipment & Supplies | Governance | 5/2/2023 | 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. |
Bristol-Myers Squibb Company | Pharmaceuticals | Governance | 5/2/2023 | Shareholder Rights | Amend Right 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. |
Bristol-Myers Squibb Company | Pharmaceuticals | Governance | 5/2/2023 | 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. |
Bristol-Myers Squibb Company | Pharmaceuticals | Governance | 5/2/2023 | 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. |
OmnicomGroup Inc. | Media | Governance | 5/2/2023 | 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. |
Huntington Ingalls Industries, Inc. | Aerospace & Defense | Governance | 5/2/2023 | 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. |
Moderna, Inc. | Biotechnology | Social | 5/3/2023 | 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 factors related to material stakeholder risks that have been addressed sufficiently. |
General Dynamics Corporation | Aerospace & Defense | Governance | 5/3/2023 | 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 | Social | 5/3/2023 | Communities | Report on Human Rights Risk 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. |
PepsiCo, Inc. | Beverages | Governance | 5/3/2023 | Business ethics, transparency and accountability | Publish Annual Congruency Report on Net-Zero Emissions 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 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 | Social | 5/3/2023 | 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. |
PepsiCo, Inc. | Beverages | Governance | 5/3/2023 | 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 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 | 5/3/2023 | 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. |
Philip Morris International Inc. | Tobacco | Social | 5/3/2023 | Product Responsibility | Disclose Nicotine Level Information, and Reduce Nicotine Levels in Tobacco 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
CF Industries Holdings, Inc. | Chemicals | Governance | 5/3/2023 | 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 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 | Environmental | 5/3/2023 | Climate Change | Issue Audited Report on Impact of IEA 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 as the outcome is not material or does not require timely resolution in terms of strategy and risk oversight. |
General Electric Company | Industrial Conglomerates | Governance | 5/3/2023 | Business ethics, transparency and accountability | Issue Audited Report on Fiduciary Relevance of Decarbonization Goal | 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. |
General Electric Company | Industrial Conglomerates | Governance | 5/3/2023 | Business ethics, transparency and accountability | Hire Investment Bank to Explore Sale of Company | 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 materiality and factors related to the strategy and oversight of the underlying issue. |
General Electric Company | Industrial Conglomerates | Governance | 5/3/2023 | Board Structure & Operation | Require Independent Board Chairman | 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. |
Gilead Sciences, Inc. | Biotechnology | Social | 5/3/2023 | Customers | Report on Impact of Extended Patent Exclusivities on Product Access | 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 the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
Gilead Sciences, Inc. | Biotechnology | Governance | 5/3/2023 | Shareholder Rights | Amend Right 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 | 5/3/2023 | Board Structure & Operation | Require More Director Nominations Than Open Seats | 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. |
Coterra Energy Inc. | Oil, Gas & Consumable Fuels | Environmental | 5/4/2023 | Climate Change | Report on Climate Lobbying | 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. |
Coterra Energy Inc. | Oil, Gas & Consumable Fuels | Environmental | 5/4/2023 | Climate Change | Report on Reliability of Methane Emission Disclosures | 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. |
DTE Energy Company | Multi-Utilities | Governance | 5/4/2023 | 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 | 5/4/2023 | 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 | Social | 5/4/2023 | Diversity and Inclusion | Report on Effectiveness of Diversity, Equity, 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 factors related to material stakeholder risks that have not been addressed fully. |
United Parcel Service, Inc. | Air Freight & Logistics | Governance | 5/4/2023 | Business ethics, transparency and accountability | Oversee and Report a Civil Rights 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. |
United Parcel Service, Inc. | Air Freight & Logistics | Social | 5/4/2023 | 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 based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
United Parcel Service, Inc. | Air Freight & Logistics | Environmental | 5/4/2023 | Climate Change | Report on Just 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 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. |
United Parcel Service, Inc. | Air Freight & Logistics | Governance | 5/4/2023 | Executive Compensation | Report on Integrating GHG Emissions Reductions Targets into 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 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 | 5/4/2023 | Climate Change | Adopt Independently Verified Science-Based Greenhouse Gas Emissions Reduction Targets in Line with the Paris Climate 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 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 | Governance | 5/4/2023 | 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. |
Archer-Daniels-Midland Company | Food Products | Governance | 5/4/2023 | 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 Rentals, Inc. | Trading Companies & Distributors | Governance | 5/4/2023 | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Request Action by Written Consent 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 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. |
Ecolab Inc. | Chemicals | Governance | 5/4/2023 | 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. |
Equifax Inc. | Professional Services | Social | 5/4/2023 | 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. |
Capital One Financial Corporation | Consumer Finance | Social | 5/4/2023 | Diversity and Inclusion | Disclose Board Skills and Diversity Matrix | 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 current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
Capital One Financial Corporation | Consumer Finance | Governance | 5/4/2023 | Business ethics, transparency and accountability | Report on Board Oversight of Risks Related to Discrimination | 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. |
Capital One Financial Corporation | Consumer Finance | Governance | 5/4/2023 | 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. | 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. |
The Kraft Heinz Company | Food Products | Governance | 5/4/2023 | 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. |
The Kraft Heinz Company | Food Products | Environmental | 5/4/2023 | Natural Resources | Report on Supply Chain Water Risk Exposure | 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. |
The Kraft Heinz Company | Food Products | Governance | 5/4/2023 | 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 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. |
Eastman Chemical Company | Chemicals | Governance | 5/4/2023 | 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. |
Cadence Design Systems, Inc. | Software | Governance | 5/4/2023 | Shareholder Rights | Remove One-Year Holding Period Requirement 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. |
Duke Energy Corporation | Electric Utilities | Governance | 5/4/2023 | Business ethics, transparency and accountability | Create a Committee to Evaluate Decarbonization Risk | 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. |
Duke Energy Corporation | Electric Utilities | Governance | 5/4/2023 | 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. | 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. |
Illinois Tool Works Inc. | Machinery | Governance | 5/5/2023 | 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. |
AbbVie Inc. | Biotechnology | Social | 5/5/2023 | Customers | Report on Impact of Extended Patent Exclusivities on Product Access | 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 the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
AbbVie Inc. | Biotechnology | Governance | 5/5/2023 | 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
AbbVie Inc. | Biotechnology | Governance | 5/5/2023 | Business ethics, transparency and accountability | Report on Congruency of Political Spending with Company Values and Priorities | 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. |
AbbVie Inc. | Biotechnology | Governance | 5/5/2023 | 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 as the outcome is not material or does not require timely resolution in terms of strategy and risk oversight. |
Dover Corporation | Machinery | Governance | 5/5/2023 | 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. |
Occidental Petroleum Corporation | Oil, Gas & Consumable Fuels | Governance | 5/5/2023 | 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. |
Teleflex Incorporated | Health Care Equipment & Supplies | Governance | 5/5/2023 | 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. |
Berkshire Hathaway Inc. | Financial Services | Governance | 5/6/2023 | Business ethics, transparency and accountability | Encourage Senior Management Commitment to Avoid Political Speech | 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Berkshire Hathaway Inc. | Financial Services | Governance | 5/6/2023 | 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 materiality and factors related to the strategy and oversight of the underlying issue. |
Berkshire Hathaway Inc. | Financial Services | Social | 5/6/2023 | Diversity and Inclusion | Report on Effectiveness of Diversity, Equity, 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
Berkshire Hathaway Inc. | Financial Services | Environmental | 5/6/2023 | Climate Change | Report If and How Company Will Measure, Disclose 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 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. | Financial Services | Environmental | 5/6/2023 | Climate Change | Report on Audit Committee's Oversight on Climate Risks and Disclosures | 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. |
Berkshire Hathaway Inc. | Financial Services | Environmental | 5/6/2023 | Climate Change | Report on Physical and Transitional 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 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 | 5/8/2023 | 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. |
Paramount Global | Media | Governance | 5/8/2023 | 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. |
International Paper Company | Containers & Packaging | Governance | 5/8/2023 | Business ethics, transparency and accountability | Report on Risks Related to Operations in 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 outcome is not material or does not require timely resolution in terms of strategy and risk oversight. |
International Paper Company | Containers & Packaging | Governance | 5/8/2023 | 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. |
Warner Bros. Discovery, Inc. | Entertainment | Governance | 5/8/2023 | 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 company-specific factors related to outcomes associated with past and future commitments by the company. |
Warner Bros. Discovery, Inc. | Entertainment | Governance | 5/8/2023 | 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. |
Charles River Laboratories International, Inc. | Life Sciences Tools & Services | Social | 5/9/2023 | Product Responsibility | Report on Non-human Primates Imported by the Company | 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. |
Cummins Inc. | Machinery | Governance | 5/9/2023 | Executive Compensation | Disclose Plan to Link Executive Compensation to GHG Emissions Reduction Goals | 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. |
Cummins Inc. | Machinery | Governance | 5/9/2023 | Board Structure & Operation | Require Independent Board Chairman | 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. |
Valero Energy Corporation | Oil, Gas & Consumable Fuels | Social | 5/9/2023 | 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. |
Valero Energy Corporation | Oil, Gas & Consumable Fuels | Environmental | 5/9/2023 | Climate Change | Report on Climate Transition 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 as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
Prudential Financial, Inc. | Insurance | Governance | 5/9/2023 | 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. |
Danaher Corporation | Life Sciences Tools & Services | Social | 5/9/2023 | Diversity and Inclusion | Report on Effectiveness of Diversity, Equity, 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 on the basis that the current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
Danaher Corporation | Life Sciences Tools & Services | Governance | 5/9/2023 | 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 materiality and factors related to the strategy and oversight of the underlying issue. |
Elevance Health, Inc. | Health Care Providers & Services | Governance | 5/10/2023 | Business ethics, transparency and accountability | Annually Report Third Party 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 based on factors related to material stakeholder risks that have been addressed sufficiently. |
Elevance Health, Inc. | Health Care Providers & Services | Governance | 5/10/2023 | 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 Airlines Group Inc. | Passenger Airlines | Governance | 5/10/2023 | 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. | Support for the proposal is warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
Phillips 66 | Oil, Gas & Consumable Fuels | Environmental | 5/10/2023 | Natural Resources | Publish Audited Report on Impacts of a Significant Reduction in Virgin Plastic Demand | 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 on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
Stryker Corporation | Health Care Equipment & Supplies | Governance | 5/10/2023 | 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. |
Dominion Energy, Inc. | Multi-Utilities | Governance | 5/10/2023 | 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. |
American Water Works Company, Inc. | Water Utilities | Social | 5/10/2023 | 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. |
Centene Corporation | Health Care Providers & Services | Governance | 5/10/2023 | Executive Compensation | Report on Maternal Morbidity Reduction Metrics in 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 based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
Centene Corporation | Health Care Providers & Services | Governance | 5/10/2023 | 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. |
American International Group, Inc. | Insurance | Governance | 5/10/2023 | 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. |
Skyworks Solutions, Inc. | Semiconductors & Semiconductor Equipment | Governance | 5/10/2023 | 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. |
Ford Motor Company | Automobiles | Social | 5/11/2023 | Product Responsibility | Report on Animal Testing Practices | 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 outcome is not material or does not require timely resolution in terms of strategy and risk oversight. |
Ford Motor Company | Automobiles | Social | 5/11/2023 | Communities | Report on Reliance on 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. |
Ford Motor Company | Automobiles | Governance | 5/11/2023 | 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. |
KeyCorp | Banks | Governance | 5/11/2023 | 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. |
Norfolk Southern Corporation | Ground Transportation | Governance | 5/11/2023 | 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. |
Verizon Communications Inc. | Diversified Telecommunication Services | Governance | 5/11/2023 | 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. |
Verizon Communications Inc. | Diversified Telecommunication Services | Governance | 5/11/2023 | 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 | 5/11/2023 | Business ethics, transparency and accountability | Amend 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. |
Verizon Communications Inc. | Diversified Telecommunication Services | Governance | 5/11/2023 | 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 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. |
Verizon Communications Inc. | Diversified Telecommunication Services | Governance | 5/11/2023 | Business ethics, transparency and accountability | Report on Government Requests to Remove Content | 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 on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
Intel Corporation | Semiconductors & Semiconductor Equipment | Governance | 5/11/2023 | Business ethics, transparency and accountability | Publish Third Party Review of Intel's China Business ESG Congruence | 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. |
Intel Corporation | Semiconductors & Semiconductor Equipment | Governance | 5/11/2023 | 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 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. |
Laboratory Corporation of America Holdings | Health Care Providers & Services | Governance | 5/11/2023 | Business ethics, transparency and accountability | Report on Risks Related to Fulfilling Information Requests for Enforcing Laws Criminalizing Abortion Access | 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 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 as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
Laboratory Corporation of America Holdings | Health Care Providers & Services | Social | 5/11/2023 | Product Responsibility | Report on Transport of Nonhuman Primates Within the U.S. | 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Laboratory Corporation of America Holdings | Health Care Providers & Services | Governance | 5/11/2023 | 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. |
Ameren Corporation | Multi-Utilities | Environmental | 5/11/2023 | Climate Change | Disclose GHG Emissions Reductions 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 materiality and factors related to the strategy and oversight of the underlying issue. |
Edwards Lifesciences Corporation | Health Care Equipment & Supplies | Governance | 5/11/2023 | 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. |
Las Vegas Sands Corp. | Hotels, Restaurants & Leisure | Social | 5/11/2023 | Diversity and Inclusion | Disclose Board Skills and Diversity Matrix | 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. |
Martin Marietta Materials, Inc. | Construction Materials | Environmental | 5/11/2023 | 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 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. |
Marriott International, Inc. | Hotels, Restaurants & Leisure | Social | 5/12/2023 | 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. |
Marriott International, Inc. | Hotels, Restaurants & Leisure | Governance | 5/12/2023 | Business ethics, transparency and accountability | Publish a Congruency Report of Partnerships with Globalist Organizations | 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 on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
Sempra Energy | Multi-Utilities | Governance | 5/12/2023 | 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. |
Colgate-Palmolive Company | Household Products | Governance | 5/12/2023 | 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 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. |
Colgate-Palmolive Company | Household Products | Governance | 5/12/2023 | 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. |
ConocoPhillips | Oil, Gas & Consumable Fuels | Governance | 5/16/2023 | 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. |
ConocoPhillips | Oil, Gas & Consumable Fuels | Governance | 5/16/2023 | Business ethics, transparency and accountability | Report on Tax Transparency | 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. |
ConocoPhillips | Oil, Gas & Consumable Fuels | Governance | 5/16/2023 | 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 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. |
ConocoPhillips | Oil, Gas & Consumable Fuels | Governance | 5/16/2023 | 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. |
Newell Brands Inc. | Household Durables | Governance | 5/16/2023 | Shareholder Rights | Amend 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. |
JPMorgan Chase & Co. | Banks | Environmental | 5/16/2023 | Climate Change | Disclose 2030 Absolute GHG Reduction Targets Associated with Lending and Underwriting | 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 | Governance | 5/16/2023 | Business ethics, transparency and accountability | Report on Political Expenditures Congruence | 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 provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
JPMorgan Chase & Co. | Banks | Governance | 5/16/2023 | Business ethics, transparency and accountability | Report on Risks Related to Discrimination Against Individuals Including Political Views | 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 | Environmental | 5/16/2023 | Climate Change | Report on Climate Transition Plan Describing Efforts to Align Financing Activities with GHG 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 more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
JPMorgan Chase & Co. | Banks | Governance | 5/16/2023 | 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. |
JPMorgan Chase & Co. | Banks | Governance | 5/16/2023 | Board Quality | Amend Public Responsibility Committee Charter to Include Animal Welfare | 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. |
JPMorgan Chase & Co. | Banks | Environmental | 5/16/2023 | Climate Change | Adopt Time-Bound Policy to Phase Out Underwriting and Lending for New Fossil Fuel Development | 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
JPMorgan Chase & Co. | Banks | Governance | 5/16/2023 | 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 Hershey Company | Food Products | Social | 5/16/2023 | Talent Management | Report on Human Rights Impacts of Living Wage & Income Position Statement | 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 as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
Tesla, Inc. | Automobiles | Governance | 5/16/2023 | Executive Compensation | Report on Key-Person Risk and Efforts to Ameliorate It | 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. |
Tesla, Inc. | Automobiles | Environmental | 5/16/2023 | Natural Resources | Report on Water Risk Exposure | 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. |
Tesla, Inc. | Automobiles | Social | 5/16/2023 | Communities | Report on Eradicating Child Labor in Battery 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. |
Tesla, Inc. | Automobiles | Social | 5/16/2023 | Talent Management | Adopt a Policy on Respecting Rights to Freedom of Association and Collective Bargaining | 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. |
Tesla, Inc. | Automobiles | Environmental | 5/16/2023 | Climate Change | Report on Corporate Climate Lobbying in line 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 more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
Tesla, Inc. | Automobiles | Governance | 5/16/2023 | Business ethics, transparency and accountability | Report on the Impacts of Using Mandatory Arbitration | Against | Against | We believe that talent management is critical to firms’ ability to execute effectively and compete successfully over the long term. Robust talent management practices typically comprise a range of human resource (HR) policies and practices, including ensuring workforce well-being and managing people and labor relations. 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. |
Tesla, Inc. | Automobiles | Social | 5/16/2023 | Diversity and Inclusion | Report on 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. |
Tesla, Inc. | Automobiles | Social | 5/16/2023 | Talent Management | Report on Efforts to Prevent Harassment and Discrimination in the Workplace | 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. Unconscious biases or acts of discrimination based on demographic and other personal characteristics such as race or gender can undermine the ability of diverse talent to contribute productively, and potentially lead to high turnover rates among diverse employees and suppliers. Systemic discrimination or harassment among workers can pose a threat to a firm’s reputation and increase the risk of labor disputes, litigation and regulatory enforcement actions. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s nondiscrimination policies and practices, or seeking to implement such policies, including equal employment opportunity standards. | Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
Tesla, Inc. | Automobiles | Governance | 5/16/2023 | Shareholder Rights | Adopt Proxy Access Right | Against | For | 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 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. |
Northrop Grumman Corporation | Aerospace & Defense | Governance | 5/17/2023 | 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. |
Northrop Grumman Corporation | Aerospace & Defense | Governance | 5/17/2023 | Business ethics, transparency and accountability | Report on Congruency of Political Spending with Company Stated Values on Human Rights | 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 factors related to material stakeholder risks that have been addressed sufficiently. |
Howmet Aerospace Inc. | Aerospace & Defense | Governance | 5/17/2023 | 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. |
Mondelez International, Inc. | Food Products | Social | 5/17/2023 | Communities | Report on Targets to Eradicate Child Labor in Cocoa 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 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 on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
Mondelez International, Inc. | Food Products | Social | 5/17/2023 | Product Responsibility | Report on 2025 Cage-Free Egg Goal | 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. |
Mondelez International, Inc. | Food Products | Governance | 5/17/2023 | 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. |
PPL Corporation | Electric Utilities | Governance | 5/17/2023 | 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. |
State Street Corporation | Capital Markets | Governance | 5/17/2023 | 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 as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
Fiserv, Inc. | Financial Services | Governance | 5/17/2023 | Board Structure & Operation | Require Independent Board Chairman | 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. |
Southwest Airlines Co. | Passenger Airlines | Governance | 5/17/2023 | 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. |
Southwest Airlines Co. | Passenger Airlines | Governance | 5/17/2023 | Board Structure & Operation | Adopt Majority Vote Cast to Remove Directors With or Without Cause | 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. |
Quest Diagnostics Incorporated | Health Care Providers & Services | Environmental | 5/17/2023 | 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
CBRE Group, Inc. | Real Estate Management & Development | Governance | 5/17/2023 | 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 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 | Environmental | 5/17/2023 | Climate Change | Adopt Time-Bound Policy to Phase Out Underwriting and Lending for New Fossil Fuel Development | 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Pinnacle West Capital Corporation | Electric Utilities | Governance | 5/17/2023 | 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. |
Chubb Limited | Insurance | Social | 5/17/2023 | Communities | Report on Human Rights Risk 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. |
Chubb Limited | Insurance | Environmental | 5/17/2023 | Climate Change | Report on GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal | 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. |
CVS Health Corporation | Health Care Providers & Services | Governance | 5/18/2023 | Board Quality | Adopt Policy Prohibiting Directors from Simultaneously Sitting on the Board of Directors of Any Other Company | 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. |
CVS Health Corporation | Health Care Providers & Services | Social | 5/18/2023 | Talent Management | Commission Third Party Assessment on Company's Commitment to Freedom of Association and Collective Bargaining 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 factors related to material stakeholder risks that have been addressed sufficiently. |
CVS Health Corporation | Health Care Providers & Services | Governance | 5/18/2023 | Shareholder Rights | Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders | 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. |
CVS Health Corporation | Health Care Providers & Services | Governance | 5/18/2023 | 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. |
CVS Health Corporation | Health Care Providers & Services | Social | 5/18/2023 | Talent Management | Adopt a Paid Sick Leave Policy | 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. |
NextEra Energy, Inc. | Electric Utilities | Social | 5/18/2023 | Diversity and Inclusion | Disclose Board Skills and Diversity Matrix | 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. |
Union Pacific Corporation | Ground Transportation | Social | 5/18/2023 | Talent Management | Adopt a Paid Sick Leave Policy | 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. |
Union Pacific Corporation | Ground Transportation | Governance | 5/18/2023 | Shareholder Rights | Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders | 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. |
Union Pacific Corporation | Ground Transportation | Governance | 5/18/2023 | 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. |
Xylem Inc. | Machinery | Governance | 5/18/2023 | 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 as the outcome is not material or does not require timely resolution in terms of strategy and risk oversight. |
Zoetis Inc. | Pharmaceuticals | Governance | 5/18/2023 | 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. |
Altria Group, Inc. | Tobacco | Social | 5/18/2023 | 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. |
Altria Group, Inc. | Tobacco | Governance | 5/18/2023 | Business ethics, transparency and accountability | Report on Congruency of Political Spending with Company Values and Priorities | 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 factors related to material stakeholder risks that have been addressed sufficiently. |
O'Reilly Automotive, Inc. | Specialty Retail | Governance | 5/18/2023 | 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. |
Otis Worldwide Corporation | Machinery | Governance | 5/18/2023 | 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 | 5/18/2023 | Business ethics, transparency and accountability | Encourage Senior Management Commitment to Avoid Political Speech | 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 outcome is not material or does not require timely resolution in terms of strategy and risk oversight. |
The Home Depot, Inc. | Specialty Retail | Governance | 5/18/2023 | Business ethics, transparency and accountability | Rescind 2022 Racial Equity Audit Proposal | 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. |
The Home Depot, Inc. | Specialty Retail | Governance | 5/18/2023 | Business ethics, transparency and accountability | Report on Political Expenditures Congruence | 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 factors related to material stakeholder risks that have been addressed sufficiently. |
The Home Depot, Inc. | Specialty Retail | Governance | 5/18/2023 | 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 | 5/18/2023 | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Request Action 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. |
Yum! Brands, Inc. | Hotels, Restaurants & Leisure | Social | 5/18/2023 | Talent Management | Report on Paid Sick Leave | 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. |
Yum! Brands, Inc. | Hotels, Restaurants & Leisure | Governance | 5/18/2023 | 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 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. |
Yum! Brands, Inc. | Hotels, Restaurants & Leisure | Governance | 5/18/2023 | 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. |
Yum! Brands, Inc. | Hotels, Restaurants & Leisure | Governance | 5/18/2023 | 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. |
Yum! Brands, Inc. | Hotels, Restaurants & Leisure | Environmental | 5/18/2023 | Natural Resources | Report on Efforts to Reduce Plastic Use | 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. |
Amphenol Corporation | Electronic Equipment, Instruments & Components | Governance | 5/18/2023 | 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. |
The Charles Schwab Corporation | Capital Markets | Governance | 5/18/2023 | Business ethics, transparency and accountability | Report on Risks Related to Discrimination Against Individuals Including Political Views | 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. |
The Charles Schwab Corporation | Capital Markets | Social | 5/18/2023 | 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. |
DexCom, Inc. | Health Care Equipment & Supplies | Social | 5/18/2023 | 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 the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
AT&T Inc. | Diversified Telecommunication Services | Social | 5/18/2023 | Diversity and Inclusion | Commission 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. |
AT&T Inc. | Diversified Telecommunication Services | Governance | 5/18/2023 | 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. |
Intercontinental Exchange, Inc. | Capital Markets | Governance | 5/19/2023 | Shareholder Rights | Amend Right 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. |
Morgan Stanley | Capital Markets | Environmental | 5/19/2023 | Climate Change | Adopt Time-Bound Policy to Phase Out Underwriting and Lending for New Fossil Fuel Development | 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Morgan Stanley | Capital Markets | Governance | 5/19/2023 | 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 | Environmental | 5/19/2023 | Natural Resources | Issue Environmental Justice Report | 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 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 | Governance | 5/19/2023 | 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. |
Targa Resources Corp. | Oil, Gas & Consumable Fuels | Environmental | 5/23/2023 | Climate Change | Report on Efforts to Reduce Methane Emission Venting and Flaring in Supply Chain | 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. |
Merck & Co., Inc. | Pharmaceuticals | Governance | 5/23/2023 | 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 | 5/23/2023 | Business ethics, transparency and accountability | Publish a Congruency Report of Partnerships with Globalist Organizations | 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. |
Merck & Co., Inc. | Pharmaceuticals | Social | 5/23/2023 | Customers | Report on Impact of Extended Patent Exclusivities on Product Access | 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 more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
Merck & Co., Inc. | Pharmaceuticals | Governance | 5/23/2023 | Business ethics, transparency and accountability | Adopt Policy to Require Third-Party Organizations to Annually Report Expenditures for Political Activities | 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. |
Merck & Co., Inc. | Pharmaceuticals | Social | 5/23/2023 | 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. |
Merck & Co., Inc. | Pharmaceuticals | Governance | 5/23/2023 | Business ethics, transparency and accountability | Report on Risks Related to Operations in 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 on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
NiSource Inc. | Multi-Utilities | Governance | 5/23/2023 | 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. |
BlackRock, Inc. | Capital Markets | Social | 5/24/2023 | Product Responsibility | Report on Societal Impacts of Aerospace & Defense Industry ETF | 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. |
BlackRock, Inc. | Capital Markets | Environmental | 5/24/2023 | Climate Change | Report on Ability to Engineer Decarbonization in the Real Economy | 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 follow best practice, standard reporting frameworks, which support integration of the company’s ESG policies and performance into the investment process. |
BlackRock, Inc. | Capital Markets | Governance | 5/24/2023 | Business ethics, transparency and accountability | Report on Third-Party Civil Rights 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. |
FirstEnergy Corporation | Electric Utilities | Governance | 5/24/2023 | Business ethics, transparency and accountability | Establish a New Board Committee on Decarbonization Risk | 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. |
FirstEnergy Corporation | Electric Utilities | Governance | 5/24/2023 | 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. |
PayPal Holdings, Inc. | Financial Services | Governance | 5/24/2023 | Shareholder Rights | Adopt Majority Vote Standard for Director Elections | 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 generally support shareholder resolutions asking that companies amend their governance documents to provide for director election by majority vote. | 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. |
PayPal Holdings, Inc. | Financial Services | Governance | 5/24/2023 | Business ethics, transparency and accountability | Report on Ensuring Respect for Civil Liberties | 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. |
PayPal Holdings, Inc. | Financial Services | Governance | 5/24/2023 | Business ethics, transparency and accountability | Report on Risks Related to Fulfilling Information Requests for Enforcing Laws Criminalizing Abortion Access | 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 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
PayPal Holdings, Inc. | Financial Services | Social | 5/24/2023 | Product Responsibility | Adopt a Policy on Services in Conflict Zones | 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. |
Advance Auto Parts, Inc. | Specialty Retail | Governance | 5/24/2023 | 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 disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
Amazon.com, Inc. | Broadline Retail | Social | 5/24/2023 | Product Responsibility | Commission Third Party Study and Report on Risks Associated with Use of Rekognition | 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. |
Amazon.com, Inc. | Broadline Retail | Environmental | 5/24/2023 | Natural Resources | Report on Efforts to Reduce Plastic Use | 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 factors related to material stakeholder risks that have been addressed sufficiently. |
Amazon.com, Inc. | Broadline Retail | Social | 5/24/2023 | Employee Health and Safety | Commission a Third Party Audit on Working Conditions | 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. |
Amazon.com, Inc. | Broadline Retail | Governance | 5/24/2023 | 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. |
Amazon.com, Inc. | Broadline Retail | Governance | 5/24/2023 | Board Quality | Establish a Public Policy 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. |
Amazon.com, Inc. | Broadline Retail | Social | 5/24/2023 | Product Responsibility | Report on Animal Welfare Standards | 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Amazon.com, Inc. | Broadline Retail | Governance | 5/24/2023 | 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 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. | Broadline Retail | Social | 5/24/2023 | Talent Management | Commission Third Party Assessment on Company's Commitment to Freedom of Association and Collective Bargaining | 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
Amazon.com, Inc. | Broadline Retail | Governance | 5/24/2023 | Shareholder Rights | Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders | 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. |
Amazon.com, Inc. | Broadline Retail | Governance | 5/24/2023 | Business ethics, transparency and accountability | Report on Cost/Benefit Analysis of Diversity, Equity and Inclusion Programs | 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. |
Amazon.com, Inc. | Broadline Retail | Social | 5/24/2023 | Diversity and Inclusion | Report on Median and Adjusted Gender/Racial Pay Gaps | 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. | Broadline Retail | Environmental | 5/24/2023 | Climate Change | Report on Climate Lobbying | 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. |
Amazon.com, Inc. | Broadline Retail | Governance | 5/24/2023 | Business ethics, transparency and accountability | Publish a Tax Transparency Report | 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 provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
Amazon.com, Inc. | Broadline Retail | Environmental | 5/24/2023 | Climate Change | Report on Impact of Climate Change Strategy Consistent With Just Transition Guidelines | 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. |
Amazon.com, Inc. | Broadline Retail | Governance | 5/24/2023 | Business ethics, transparency and accountability | Report on Government Take Down Requests | 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. |
Amazon.com, Inc. | Broadline Retail | Governance | 5/24/2023 | Business ethics, transparency and accountability | Revise Transparency Report to Provide Greater Disclosure on Government Requests | 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. |
Amazon.com, Inc. | Broadline Retail | Social | 5/24/2023 | Communities | Report on Customer 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 based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
Amazon.com, Inc. | Broadline Retail | Environmental | 5/24/2023 | Climate Change | Report on Climate Risk in Retirement Plan Options | 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 | Governance | 5/24/2023 | Business ethics, transparency and accountability | Ensure Policies Do Not Support Police Violations of Civil Rights | 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 provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
The Travelers Companies, Inc. | Insurance | Social | 5/24/2023 | Diversity and Inclusion | Oversee and Report on 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 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 | Environmental | 5/24/2023 | Climate Change | Adopt Time-Bound Policy to Phase Out Underwriting for New Fossil Fuel Exploration and Development | 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
The Travelers Companies, Inc. | Insurance | Environmental | 5/24/2023 | Climate Change | Report on Efforts to Measure, Disclose and Reduce GHG Emissions Associated with Underwriting | 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. |
The Southern Company | Electric Utilities | Governance | 5/24/2023 | Business ethics, transparency and accountability | Report on Feasibility of Net-Zero GHG Emissions | 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. |
The Southern Company | Electric Utilities | Environmental | 5/24/2023 | Climate Change | Adopt Scope 3 GHG Emissions Reduction Targets Aligned with Paris Agreement Goal | 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. |
The Southern Company | Electric Utilities | Governance | 5/24/2023 | 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. |
DuPont de Nemours, Inc. | Chemicals | Governance | 5/24/2023 | 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. |
Chipotle Mexican Grill, Inc. | Hotels, Restaurants & Leisure | Social | 5/25/2023 | Talent Management | Adopt Policy to Not Interfere with Freedom of Association 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. |
Chipotle Mexican Grill, Inc. | Hotels, Restaurants & Leisure | Governance | 5/25/2023 | Shareholder Rights | Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders | 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. |
IDEX Corporation | Machinery | Social | 5/25/2023 | Talent Management | Report on Hiring of Persons with Arrest or Incarceration Records | Against | Against | We believe that talent management encompasses broader elements related to engaging and developing employees for strategic and long term alignment with corporate goals and culture. Employee satisfaction, engagement, and professional development are important factors for cultivating optimal performance within a firm’s workforce and throughout its supply chain. Wages and other compensation are important contributors to satisfaction. In addition, investments in training, mentoring, incentives, knowledge-sharing and shared decision-making can bolster workforce quality and productivity outcomes, especially when implemented in combination. 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 factors related to material stakeholder risks that have been addressed sufficiently. |
Lincoln National Corporation | Insurance | Governance | 5/25/2023 | 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. |
Lincoln National Corporation | Insurance | Governance | 5/25/2023 | 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. |
McDonald's Corporation | Hotels, Restaurants & Leisure | Social | 5/25/2023 | Product Responsibility | Report on Animal Welfare | 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 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 | 5/25/2023 | 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 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 | 5/25/2023 | 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 more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
McDonald's Corporation | Hotels, Restaurants & Leisure | Governance | 5/25/2023 | 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. |
McDonald's Corporation | Hotels, Restaurants & Leisure | Governance | 5/25/2023 | Business ethics, transparency and accountability | Report on Risks Related to Operations in 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 on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
McDonald's Corporation | Hotels, Restaurants & Leisure | Social | 5/25/2023 | Product Responsibility | Comply with World Health Organization Guidelines on Antimicrobial Use Throughout Supply Chains | 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. |
McDonald's Corporation | Hotels, Restaurants & Leisure | Social | 5/25/2023 | Product Responsibility | Adopt Policy to Phase Out Use of Medically-Important Antibiotics in Beef and Pork 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 based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
The Interpublic Group of Companies, Inc. | Media | Governance | 5/25/2023 | 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. |
Equinix, Inc. | Specialized REITs | Governance | 5/25/2023 | 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. |
Mohawk Industries, Inc. | Household Durables | Social | 5/25/2023 | 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 the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
The Mosaic Company | Chemicals | Environmental | 5/25/2023 | Climate Change | Report on Efforts to Reduce GHG Emissions in Alignment with Paris Agreement Goal | 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 follow best practice, standard reporting frameworks, which support integration of the company’s ESG policies and performance into the investment process. |
The Mosaic Company | Chemicals | Governance | 5/25/2023 | 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. |
VeriSign, Inc. | IT Services | Governance | 5/25/2023 | 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 | 5/26/2023 | 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 disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
Chevron Corporation | Oil, Gas & Consumable Fuels | Governance | 5/31/2023 | 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. |
Chevron Corporation | Oil, Gas & Consumable Fuels | Governance | 5/31/2023 | Business ethics, transparency and accountability | Publish a Tax Transparency Report | 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. |
Chevron Corporation | Oil, Gas & Consumable Fuels | Social | 5/31/2023 | 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. |
Chevron Corporation | Oil, Gas & Consumable Fuels | Environmental | 5/31/2023 | Climate Change | Report on Social Impact From Plant Closure or Energy 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 more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
Chevron Corporation | Oil, Gas & Consumable Fuels | Governance | 5/31/2023 | Business ethics, transparency and accountability | Establish Board Committee on Decarbonization Risk | 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. |
Chevron Corporation | Oil, Gas & Consumable Fuels | Environmental | 5/31/2023 | Climate Change | Recalculate GHG Emissions Baseline to Exclude Emissions from Material Divestitures | 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 are not aligned with this best practice reporting framework, which provides for consistent ESG data that allows for integration into the investment process. |
Chevron Corporation | Oil, Gas & Consumable Fuels | Environmental | 5/31/2023 | Climate Change | Adopt Medium-Term Scope 3 GHG Reduction Target | 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. |
Chevron Corporation | Oil, Gas & Consumable Fuels | Governance | 5/31/2023 | Business ethics, transparency and accountability | Rescind Scope 3 GHG Reduction Proposal | 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. |
Dollar General Corporation | Consumer Staples Distribution & Retail | Social | 5/31/2023 | Employee Health and Safety | Oversee and Report a Workplace Health and Safety Audit | 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 a material company or industry controversy that have not been addressed fully. |
Dollar General Corporation | Consumer Staples Distribution & Retail | Governance | 5/31/2023 | Shareholder Rights | Amend Right 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. |
Dollar General Corporation | Consumer Staples Distribution & Retail | Social | 5/31/2023 | Product Responsibility | Report on 2025 Cage-Free Egg Goal | 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. |
Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Environmental | 5/31/2023 | Climate Change | Report on Social Impact From Plant Closure or Energy 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 more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Governance | 5/31/2023 | Business ethics, transparency and accountability | Publish a Tax Transparency Report | 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. |
Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Environmental | 5/31/2023 | Climate Change | Report on Potential Costs of Environmental Litigation | 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. |
Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Environmental | 5/31/2023 | Natural Resources | Commission Audited Report on Reduced Plastics Demand | 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 materiality and factors related to the strategy and oversight of the underlying issue. |
Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Environmental | 5/31/2023 | Climate Change | Report on Asset Retirement Obligations Under IEA NZE Scenario | 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. |
Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Environmental | 5/31/2023 | Climate Change | Recalculate GHG Emissions Baseline to Exclude Emissions from Material Divestitures | 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 are not aligned with this best practice reporting framework, which provides for consistent ESG data that allows for integration into the investment process. |
Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Environmental | 5/31/2023 | Natural Resources | Issue a Report on Worst-Case Impacts of Oil Spills from Operations Offshore of Guyana | 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 on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Environmental | 5/31/2023 | Climate Change | Adopt Medium-Term Scope 3 GHG Reduction Target | 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 | 5/31/2023 | Climate Change | Report on Methane Emission Disclosure Reliability | 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. |
Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Environmental | 5/31/2023 | Climate Change | Report on Carbon Capture and Storage | 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. |
Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Governance | 5/31/2023 | Executive Compensation | Reduce Executive Stock Holding Period | 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. |
Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Governance | 5/31/2023 | Business ethics, transparency and accountability | Establish Board Committee on Decarbonization Risk | 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 | 5/31/2023 | Board Quality | Commission Independent Review of Audit & 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 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 | 5/31/2023 | Executive Compensation | Report on Executive Pay Calibration to Externalized Costs | 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. |
Meta Platforms, Inc. | Interactive Media & Services | Social | 5/31/2023 | Customers | Report on Child Safety and Harm Reduction | Against | For | 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 warranted based on factors related to material stakeholder risks that have not been addressed fully. |
Meta Platforms, Inc. | Interactive Media & Services | Social | 5/31/2023 | Customers | Report on Enforcement of Community Standards and User Content | 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 provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
Meta Platforms, Inc. | Interactive Media & Services | Governance | 5/31/2023 | Business ethics, transparency and accountability | Report on Data Privacy regarding Reproductive Healthcare | 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 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Meta Platforms, Inc. | Interactive Media & Services | Environmental | 5/31/2023 | Climate Change | Report on Framework to Assess Company Lobbying Alignment with Climate Goals | 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Meta Platforms, Inc. | Interactive Media & Services | Social | 5/31/2023 | Customers | Report on Allegations of Political Entanglement and Content Management Biases in India | 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 factors related to material stakeholder risks that have been addressed sufficiently. |
Meta Platforms, Inc. | Interactive Media & Services | Governance | 5/31/2023 | 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 | Social | 5/31/2023 | Communities | Report on Human Rights Impact Assessment of Targeted Advertising | 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Meta Platforms, Inc. | Interactive Media & Services | Governance | 5/31/2023 | 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. |
Meta Platforms, Inc. | Interactive Media & Services | Governance | 5/31/2023 | Business ethics, transparency and accountability | Report on Government Take Down Requests | 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. | Consumer Staples Distribution & Retail | Social | 5/31/2023 | Employee Health and Safety | Oversee and Report a Workplace Health and Safety Audit | 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. |
Walmart Inc. | Consumer Staples Distribution & Retail | Governance | 5/31/2023 | Business ethics, transparency and accountability | Report on Risks Related to Operations in 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 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. | Consumer Staples Distribution & Retail | Governance | 5/31/2023 | Business ethics, transparency and accountability | Report on Risks Related to Fulfilling Information Requests for Enforcing Laws Criminalizing Abortion Access | 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 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 as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
Walmart Inc. | Consumer Staples Distribution & Retail | Governance | 5/31/2023 | Shareholder Rights | Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders | 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. |
Walmart Inc. | Consumer Staples Distribution & Retail | Social | 5/31/2023 | Diversity and Inclusion | Report on Racial and Gender Layoff Diversity | 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 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. | Consumer Staples Distribution & Retail | Social | 5/31/2023 | Diversity and Inclusion | Commission 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
Walmart Inc. | Consumer Staples Distribution & Retail | Social | 5/31/2023 | 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 based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
Walmart Inc. | Consumer Staples Distribution & Retail | Governance | 5/31/2023 | 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 based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
Netflix, Inc. | Entertainment | Social | 6/1/2023 | Talent Management | Adopt and Disclose a Freedom of Association and Collective Bargaining Policy | 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. |
Netflix, Inc. | Entertainment | Environmental | 6/1/2023 | Climate Change | Report on Climate Risk in Retirement Plan Options | 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. |
Netflix, Inc. | Entertainment | Governance | 6/1/2023 | Board Quality | Adopt Policy Prohibiting Directors from Simultaneously Sitting on the Board of Directors of Any Other Company | 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. |
Netflix, Inc. | Entertainment | Governance | 6/1/2023 | Shareholder Rights | Amend Right 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. |
Alphabet Inc. | Interactive Media & Services | Governance | 6/2/2023 | 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 | 6/2/2023 | 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 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 | 6/2/2023 | Shareholder Rights | Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders | 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. |
Alphabet Inc. | Interactive Media & Services | Governance | 6/2/2023 | Board Quality | Commission Independent Assessment of Effectiveness of Audit and Compliance 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 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 | 6/2/2023 | Business ethics, transparency and accountability | Report on Content Governance and Censorship | 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. |
Alphabet Inc. | Interactive Media & Services | Social | 6/2/2023 | Customers | Report on Alignment of YouTube Policies With Online Safety Regulations | Against | For | 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 warranted based on factors related to material stakeholder risks that have not been addressed fully. |
Alphabet Inc. | Interactive Media & Services | Social | 6/2/2023 | Customers | Disclose More Quantitative and Qualitative Information on Algorithmic Systems | 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 provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
Alphabet Inc. | Interactive Media & Services | Social | 6/2/2023 | Communities | Publish Independent Human Rights Impact Assessment of Targeted Advertising Technology | 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Alphabet Inc. | Interactive Media & Services | Social | 6/2/2023 | Communities | Report on Risks of Doing Business in Countries with Significant Human Rights Concerns | 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Alphabet Inc. | Interactive Media & Services | Governance | 6/2/2023 | Business ethics, transparency and accountability | Report on Risks Related to Fulfilling Information Requests for Enforcing Laws Criminalizing Abortion Access | 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 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Alphabet Inc. | Interactive Media & Services | Environmental | 6/2/2023 | Climate Change | Report on Framework to Assess Company Lobbying Alignment with Climate Goals | 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Alphabet Inc. | Interactive Media & Services | Governance | 6/2/2023 | Business ethics, transparency and accountability | Publish Congruency Report on Partnerships with Globalist Organizations and Company Fiduciary Duties | 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. |
Alphabet Inc. | Interactive Media & Services | Governance | 6/2/2023 | 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. |
UnitedHealth Group Incorporated | Health Care Providers & Services | Governance | 6/5/2023 | 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. |
UnitedHealth Group Incorporated | Health Care Providers & Services | Governance | 6/5/2023 | Business ethics, transparency and accountability | Report on Congruency of Political Spending with Company Values and Priorities | 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. |
UnitedHealth Group Incorporated | Health Care Providers & Services | Social | 6/5/2023 | Diversity and Inclusion | Report on 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 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 TJX Companies, Inc. | Specialty Retail | Social | 6/6/2023 | Talent Management | Adopt a Paid Sick Leave Policy for All Employees | 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. |
The TJX Companies, Inc. | Specialty Retail | Social | 6/6/2023 | Talent Management | Report on Risk from Supplier Misclassification of Supplier's 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. 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 | 6/6/2023 | Communities | Report on Third-Party Assessment of Human Rights Due Diligence 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 | Governance | 6/6/2023 | 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. |
Cognizant Technology Solutions Corporation | IT Services | Governance | 6/6/2023 | Shareholder Rights | Amend Bylaws | 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. |
Booking Holdings Inc. | Hotels, Restaurants & Leisure | Governance | 6/6/2023 | 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. |
Fortive Corporation | Machinery | Governance | 6/6/2023 | 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. |
Devon Energy Corporation | Oil, Gas & Consumable Fuels | Governance | 6/7/2023 | Shareholder Rights | Amend Right 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. |
Comcast Corporation | Media | Governance | 6/7/2023 | Business ethics, transparency and accountability | Report on Risks Related to Operations in 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 based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
Comcast Corporation | Media | Governance | 6/7/2023 | Business ethics, transparency and accountability | Report on Congruency of Political Spending with Company Values and Priorities | 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. |
Comcast Corporation | Media | Environmental | 6/7/2023 | Climate Change | Report on GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal | 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. |
Comcast Corporation | Media | Environmental | 6/7/2023 | Climate Change | Report on Climate Risk in Retirement Plan Options | 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. |
Comcast Corporation | Media | Social | 6/7/2023 | Diversity and Inclusion | Oversee and Report on 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 factors related to material stakeholder risks that have been addressed sufficiently. |
Bath & Body Works, Inc. | Specialty Retail | Governance | 6/8/2023 | 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. |
CoStar Group, Inc. | Professional Services | Environmental | 6/8/2023 | Climate Change | Adopt GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal | 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. |
Salesforce, Inc. | Software | Governance | 6/8/2023 | Board Quality | Adopt Policy Prohibiting Directors from Simultaneously Sitting on the Board of Directors of Any Other Company | 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. |
Salesforce, Inc. | Software | Governance | 6/8/2023 | 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. |
Digital Realty Trust, Inc. | Specialized REITs | Social | 6/8/2023 | Diversity and Inclusion | Report on Whether Company Policies Reinforce Racism in Company Culture | 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 as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
FLEETCOR Technologies, Inc. | Financial Services | Governance | 6/9/2023 | 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. |
Regeneron Pharmaceuticals, Inc. | Biotechnology | Social | 6/9/2023 | Customers | Report on Impact of Extended Patent Exclusivities on Product Access | 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 the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
Caesars Entertainment, Inc. | Hotels, Restaurants & Leisure | Social | 6/13/2023 | Diversity and Inclusion | Disclose Board Skills and Diversity Matrix | 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. |
Caesars Entertainment, Inc. | Hotels, Restaurants & Leisure | Governance | 6/13/2023 | 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 more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
Dollar Tree, Inc. | Multiline Retail | Governance | 6/13/2023 | Business ethics, transparency and accountability | Report on Economic and Social Risks of Compensation and Workforce Practices and Any Impact on Diversified Shareholders | 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. |
Caterpillar Inc. | Machinery | Governance | 6/14/2023 | 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. |
Caterpillar Inc. | Machinery | Social | 6/14/2023 | Communities | Report on Due Diligence Process 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. |
Caterpillar Inc. | Machinery | Governance | 6/14/2023 | 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 | Environmental | 6/14/2023 | Climate Change | Report on Climate Lobbying | 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. |
Etsy, Inc. | Broadline Retail | Social | 6/14/2023 | Talent Management | Commission Independent Review of Effectiveness of Efforts to Prevent Harassment and Discrimination | 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. Unconscious biases or acts of discrimination based on demographic and other personal characteristics such as race or gender can undermine the ability of diverse talent to contribute productively, and potentially lead to high turnover rates among diverse employees and suppliers. Systemic discrimination or harassment among workers can pose a threat to a firm’s reputation and increase the risk of labor disputes, litigation and regulatory enforcement actions. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s nondiscrimination policies and practices, or seeking to implement such policies, including equal employment opportunity standards. | 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. |
Target Corporation | Consumer Staples Distribution & Retail | Governance | 6/14/2023 | 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. |
Delta Air Lines, Inc. | Passenger Airlines | Social | 6/15/2023 | Talent Management | Adopt and Disclose a Freedom of Association and Collective Bargaining Policy | 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. |
Delta Air Lines, Inc. | Passenger Airlines | Governance | 6/15/2023 | 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. |
General Motors Company | Automobiles | Environmental | 6/20/2023 | Natural Resources | Report on Setting Sustainable Sourcing Targets | 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. |
General Motors Company | Automobiles | Governance | 6/20/2023 | 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. |
General Motors Company | Automobiles | Governance | 6/20/2023 | Business ethics, transparency and accountability | Report on Risks Related to Operations in 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 on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
eBay, Inc. | Broadline Retail | Governance | 6/21/2023 | 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 on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
Nasdaq, Inc. | Capital Markets | Governance | 6/21/2023 | 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. |
Activision Blizzard, Inc. | Entertainment | Social | 6/21/2023 | Talent Management | Adopt Policy on 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 materiality and factors related to the strategy and oversight of the underlying issue. |
Activision Blizzard, Inc. | Entertainment | Governance | 6/21/2023 | 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 outcome is not material or does not require timely resolution in terms of strategy and risk oversight. |
The Kroger Co. | Consumer Staples Distribution & Retail | Governance | 6/22/2023 | Business ethics, transparency and accountability | Report on Risks of Omitting Viewpoint and Ideological Diversity 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. |
The Kroger Co. | Consumer Staples Distribution & Retail | Social | 6/22/2023 | 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 Kroger Co. | Consumer Staples Distribution & Retail | Environmental | 6/22/2023 | 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. | Consumer Staples Distribution & Retail | Governance | 6/22/2023 | 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 Kroger Co. | Consumer Staples Distribution & Retail | Social | 6/22/2023 | 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. |
Mastercard Incorporated | Financial Services | Governance | 6/27/2023 | Business ethics, transparency and accountability | Report on Cost-Benefit Analysis of Diversity and Inclusion Efforts | 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. |
Mastercard Incorporated | Financial Services | Governance | 6/27/2023 | Shareholder Rights | Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders | 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. |
Mastercard Incorporated | Financial Services | Governance | 6/27/2023 | 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. |
Mastercard Incorporated | Financial Services | Social | 6/27/2023 | Product Responsibility | Report on Establishing Merchant Category Code for Gun and Ammunition Stores | 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 outcome is not material or does not require timely resolution in terms of strategy and risk oversight. |
Mastercard Incorporated | Financial Services | Governance | 6/27/2023 | Business ethics, transparency and accountability | Report on Overseeing Risks Related to Discrimination | 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
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1 Votes included from reporting period July 1, 2022 – June 30, 2023. 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”), the General Account of Teachers Insurance and Annuity Association of America (“TIAA”), and Nuveen Asset Management (NAM), which comprises approximately 94% of Nuveen, LLC equity assets under management as of June 30, 2023. As a result of the One Nuveen proxy initiative, effective 10/1/2022, the TIAA-CREF Fund Complex and Nuveen Asset Management, LLC follow the same voting processes and policies.
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