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 |
|---|---|---|---|---|---|---|---|---|---|
| Agilent Technologies, Inc. | Life Sciences Tools & Services | Governance | 03/14/2024 | 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. |
| Analog Devices, Inc. | Semiconductors & Semiconductor Equipment | Governance | 03/13/2024 | 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. |
| Apple Inc. | Technology Hardware, Storage & Peripherals | Governance | 02/28/2024 | Business ethics, transparency and accountability | Report on Congruency of Company's Privacy and Human Rights Policies with its Actions | 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. |
| Apple Inc. | Technology Hardware, Storage & Peripherals | Social | 02/28/2024 | Customers | Report on Use of Artificial Intelligence | 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 on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Apple Inc. | Technology Hardware, Storage & Peripherals | Social | 02/28/2024 | 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 | 02/28/2024 | Business ethics, transparency and accountability | Report on Standards and Procedures to Curate App Content | 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. |
| Apple Inc. | Technology Hardware, Storage & Peripherals | Governance | 02/28/2024 | 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. |
| Applied Materials, Inc. | Semiconductors & Semiconductor Equipment | Social | 03/07/2024 | 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. |
| Applied Materials, Inc. | Semiconductors & Semiconductor Equipment | Governance | 03/07/2024 | 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. |
| Campbell Soup Company | Food Products | Environmental | 11/29/2023 | 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. |
| Campbell Soup Company | Food Products | Social | 11/29/2023 | 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 on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Cardinal Health, Inc. | Health Care Providers & Services | Governance | 11/15/2023 | 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. |
| Cardinal Health, Inc. | Health Care Providers & Services | Governance | 11/15/2023 | 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. |
| Cintas Corporation | Commercial Services & Supplies | Environmental | 10/24/2023 | Climate Change | Adopt Near and Long-Term Science-Based GHG Emissions Reduction Targets Aligned 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 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 | Social | 10/24/2023 | 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 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. |
| Cisco Systems, Inc. | Communications Equipment | Governance | 12/06/2023 | 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. |
| ConocoPhillips | Oil, Gas & Consumable Fuels | Governance | 05/14/2024 | Business ethics, transparency and accountability | Revisit Pay Incentives for GHG Emission Reductions | 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. |
| ConocoPhillips | Oil, Gas & Consumable Fuels | Governance | 05/14/2024 | Shareholder Rights | Reduce Supermajority Vote Requirement | For | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| FedEx Corporation | Air Freight & Logistics | Environmental | 09/21/2023 | 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. |
| FedEx Corporation | Air Freight & Logistics | Social | 09/21/2023 | Employee Health and Safety | 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 based on factors related to material stakeholder risks that have been addressed sufficiently. |
| FedEx Corporation | Air Freight & Logistics | Environmental | 09/21/2023 | 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. |
| FedEx Corporation | Air Freight & Logistics | Governance | 09/21/2023 | Business ethics, transparency and accountability | Amend Clawback Policy | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We believe that robust corporate governance practices ensure board and management accountability and sustain a culture of integrity. Compensation plans should generally establish policies to recoup, or claw back, variable compensation paid to senior executives for fraudulent activities, defective financial reporting, and creating undue reputational risk. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| General Mills, Inc. | Food Products | Governance | 09/26/2023 | 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. |
| International Flavors & Fragrances Inc. | Chemicals | Social | 05/01/2024 | 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 the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Intuit Inc. | Software | Environmental | 01/18/2024 | 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. |
| Jabil Inc. | Electronic Equipment, Instruments & Components | Governance | 01/25/2024 | 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. |
| McKesson Corporation | Health Care Providers & Services | Governance | 07/21/2023 | 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. |
| NetApp, Inc. | Technology Hardware, Storage & Peripherals | Governance | 09/13/2023 | 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. |
| Starbucks Corporation | Hotels, Restaurants & Leisure | Governance | 03/13/2024 | Business ethics, transparency and accountability | Report on Congruency of Company's Privacy and Human Rights Policies with its Actions | 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. |
| Starbucks Corporation | Hotels, Restaurants & Leisure | Governance | 03/13/2024 | Business ethics, transparency and accountability | Conduct Audit and Report on Systemic 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. |
| Starbucks Corporation | Hotels, Restaurants & Leisure | Environmental | 03/13/2024 | Natural Resources | 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. |
| Sysco Corporation | Consumer Staples Distribution & Retail | Social | 11/17/2023 | Product Responsibility | Adopt Policy to Eliminate or Reduce Gestation Crates in Pork Supply Chain | Against | For | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| The Procter & Gamble Company | Household Products | Governance | 10/10/2023 | Shareholder Rights | Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Procter & Gamble Company | Household Products | Governance | 10/10/2023 | 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 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 Procter & Gamble Company | Household Products | Governance | 10/10/2023 | Business ethics, transparency and accountability | Report on Third-Party Civil Rights Audit of Reverse 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. |
| Advanced Micro Devices, Inc. | Semiconductors & Semiconductor Equipment | Governance | 05/08/2024 | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| IQVIA Holdings Inc. | Life Sciences Tools & Services | Governance | 04/16/2024 | Business ethics, transparency and accountability | Report on Political Contributions and Expenditures | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Dow Inc. | Chemicals | Environmental | 04/11/2024 | 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 factors related to outcomes associated with past and future commitments by the company. |
| Dow Inc. | Chemicals | Governance | 04/11/2024 | 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. |
| Adobe Inc. | Software | Social | 04/17/2024 | 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. |
| Adobe Inc. | Software | Governance | 04/17/2024 | Board Structure & Operation | Require a Majority Vote Standard for the Election of Directors with Mandatory Resignation Policy | 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. |
| Bank of America Corporation | Banks | Governance | 04/24/2024 | 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. |
| Bank of America Corporation | Banks | Governance | 04/24/2024 | 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. |
| Bank of America Corporation | Banks | Governance | 04/24/2024 | 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. |
| Bank of America Corporation | Banks | Environmental | 04/24/2024 | Climate Change | Report on Clean Energy Supply Financing Ratio | 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 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 | 04/24/2024 | Climate Change | Report on Climate Lobbying | 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 political contributions and corporate political activity, including board oversight procedures. 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. |
| Bank of America Corporation | Banks | Governance | 04/24/2024 | Business ethics, transparency and accountability | Report on Risks Related to Discrimination Against Individuals Including Religious/Political Views | 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 stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Moody's Corporation | Capital Markets | Governance | 04/16/2024 | 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. |
| Northern Trust Corporation | Capital Markets | Governance | 04/16/2024 | Business ethics, transparency and accountability | Report on Risks of Misaligning Proxy Votes with Client Preferences | 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 Boeing Company | Aerospace & Defense | Environmental | 05/17/2024 | 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. |
| The Boeing Company | Aerospace & Defense | Governance | 05/17/2024 | Business ethics, transparency and accountability | Report on Risks Related to Diversity, Equity, 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. |
| The Boeing Company | Aerospace & Defense | Social | 05/17/2024 | 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 | 05/17/2024 | 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 generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s political contributions and corporate political activity, including board oversight procedures. 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 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 | 05/17/2024 | Business ethics, transparency and accountability | Publish Third Party Review of China Business and ESG Commitments | 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. |
| Edison International | Electric Utilities | Governance | 04/25/2024 | 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. |
| Intuitive Surgical, Inc. | Health Care Equipment & Supplies | Social | 04/25/2024 | 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. |
| Texas Instruments Incorporated | Semiconductors & Semiconductor Equipment | Social | 04/25/2024 | Communities | Report on Due Diligence Efforts to Trace End-User Misuse of Company Products | Against | For | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Texas Instruments Incorporated | Semiconductors & Semiconductor Equipment | Governance | 04/25/2024 | 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. |
| CenterPoint Energy, Inc. | Multi-Utilities | Environmental | 04/26/2024 | 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 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. |
| L3Harris Technologies, Inc. | Aerospace & Defense | Governance | 04/19/2024 | 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. |
| Fastenal Company | Trading Companies & Distributors | Governance | 04/25/2024 | Shareholder Rights | Adopt Simple Majority Vote | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Centene Corporation | Health Care Providers & Services | Environmental | 05/14/2024 | Climate Change | Adopt Near and Long-Term Science-Based GHG Emissions Reduction Targets Aligned 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 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. |
| Charter Communications, Inc. | Media | Governance | 04/23/2024 | 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. |
| Charter Communications, Inc. | Media | Governance | 04/23/2024 | 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. |
| Citigroup Inc. | Banks | Social | 04/30/2024 | Product Responsibility | Disclose Board Oversight Regarding Material Risks Associated with Animal Welfare | 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 factors related to material stakeholder risks that have been addressed sufficiently. |
| Citigroup Inc. | Banks | Governance | 04/30/2024 | Business ethics, transparency and accountability | Report on Risks Related to Discrimination Against Individuals Including Religious/Political Views | 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 stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Citigroup Inc. | Banks | Governance | 04/30/2024 | Business ethics, transparency and accountability | Report on Risks Created by the Company's Diversity, Equity, 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. |
| Citigroup Inc. | Banks | Social | 04/30/2024 | 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 | 04/30/2024 | 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. |
| Domino's Pizza, Inc. | Hotels, Restaurants & Leisure | Governance | 04/25/2024 | 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. |
| MSCI Inc. | Capital Markets | Governance | 04/23/2024 | Business ethics, transparency and accountability | Report on ""Chinese Military-Industry Companies"" in Company Indices | 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 PNC Financial Services Group, Inc. | Banks | Social | 04/24/2024 | Communities | Report on Risk Management and Implementation of Human Rights 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 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. |
| Marathon Petroleum Corporation | Oil, Gas & Consumable Fuels | Governance | 04/24/2024 | 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. |
| Teledyne Technologies Incorporated | Electronic Equipment, Instruments & Components | Governance | 04/24/2024 | 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. |
| Textron Inc. | Aerospace & Defense | Governance | 04/24/2024 | 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 | Social | 04/24/2024 | Diversity and Inclusion | Report on Pay Equity | 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 | Governance | 04/24/2024 | Business ethics, transparency and accountability | Restrict spending on climate change-related analysis or actions | 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 Goldman Sachs Group, Inc. | Capital Markets | Governance | 04/24/2024 | Business ethics, transparency and accountability | Review Proxy Voting Record and Policies Related to Climate Change and Diversity | 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 Goldman Sachs Group, Inc. | Capital Markets | Environmental | 04/24/2024 | Climate Change | Report on Clean Energy Supply Financing Ratio | 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 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 | 04/24/2024 | 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 follow best practice, standard reporting frameworks, which support integration of the company’s ESG policies and performance into the investment process. |
| The Goldman Sachs Group, Inc. | Capital Markets | Social | 04/24/2024 | Talent Management | Report on Efforts to Prevent Discrimination | 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 company-specific factors related to outcomes associated with past and future commitments by the company. |
| The Goldman Sachs Group, Inc. | Capital Markets | Governance | 04/24/2024 | 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 Goldman Sachs Group, Inc. | Capital Markets | Governance | 04/24/2024 | 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. |
| AT&T Inc. | Diversified Telecommunication Services | Governance | 05/16/2024 | Business ethics, transparency and accountability | Report on Respecting Workforce 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 company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| AT&T Inc. | Diversified Telecommunication Services | Governance | 05/16/2024 | Business ethics, transparency and accountability | Amend Clawback Policy | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We believe that robust corporate governance practices ensure board and management accountability and sustain a culture of integrity. Compensation plans should generally establish policies to recoup, or claw back, variable compensation paid to senior executives for fraudulent activities, defective financial reporting, and creating undue reputational risk. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| AT&T Inc. | Diversified Telecommunication Services | Governance | 05/16/2024 | 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 | 04/26/2024 | 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. |
| American Express Company | Consumer Finance | Social | 05/06/2024 | Customers | Report on Company's Policy on Merchant Category Codes | 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 stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| American Express Company | Consumer Finance | Environmental | 05/06/2024 | Climate Change | Report on Climate Lobbying | 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 political contributions and corporate political activity, including board oversight procedures. 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. |
| American Express Company | Consumer Finance | Governance | 05/06/2024 | Executive Compensation | Submit Severance Agreement 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 | 05/07/2024 | 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 based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Bristol-Myers Squibb Company | Pharmaceuticals | Governance | 05/07/2024 | 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 disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Bristol-Myers Squibb Company | Pharmaceuticals | Governance | 05/07/2024 | 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. |
| Packaging Corporation of America | Containers & Packaging | Governance | 05/08/2024 | Shareholder Rights | Amend Director Election Resignation Bylaw | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Danaher Corporation | Life Sciences Tools & Services | Social | 05/07/2024 | 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 | 05/07/2024 | 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. |
| NVR, Inc. | Household Durables | Governance | 05/07/2024 | Business ethics, transparency and accountability | Report on Political Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted on the basis that the current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| NVR, Inc. | Household Durables | Social | 05/07/2024 | Diversity and Inclusion | Report on Effectiveness of Diversity, Equity and Inclusion Efforts and Metrics | Against | Against | We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is not warranted on the basis that the current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| Stryker Corporation | Health Care Equipment & Supplies | Governance | 05/09/2024 | 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. |
| Capital One Financial Corporation | Consumer Finance | Governance | 05/02/2024 | Shareholder Rights | Adopt Director Election Resignation Bylaw | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Capital One Financial Corporation | Consumer Finance | Governance | 05/02/2024 | 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. |
| Capital One Financial Corporation | Consumer Finance | Environmental | 05/02/2024 | Climate Change | Adopt GHG Emissions Reduction Targets Associated with Lending and Investment Activities | 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 factors related to outcomes associated with past and future commitments by the company. |
| Molina Healthcare, Inc. | Health Care Providers & Services | Governance | 05/01/2024 | 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. |
| WEC Energy Group, Inc. | Multi-Utilities | Governance | 05/09/2024 | 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. |
| Colgate-Palmolive Company | Household Products | Governance | 05/10/2024 | 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. |
| CSX Corporation | Ground Transportation | Governance | 05/08/2024 | Board Quality | Establish Railroad Safety 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 disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Marriott International, Inc. | Hotels, Restaurants & Leisure | Social | 05/10/2024 | Diversity and Inclusion | Report on Pay Equity | 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 | Social | 05/10/2024 | Diversity and Inclusion | Report on Third-Party Racial Equity Audit | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted 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 Progressive Corporation | Insurance | Governance | 05/10/2024 | Business ethics, transparency and accountability | Report on Risks Created by the Company's Diversity, Equity, 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. |
| Prudential Financial, Inc. | Insurance | Governance | 05/14/2024 | 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. |
| Yum! Brands, Inc. | Hotels, Restaurants & Leisure | Governance | 05/16/2024 | Business ethics, transparency and accountability | Strategic Review Regarding Capital Transactions Involving the Brands | 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 factors related to material stakeholder risks that have been addressed sufficiently. |
| Yum! Brands, Inc. | Hotels, Restaurants & Leisure | Social | 05/16/2024 | 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. |
| American International Group, Inc. | Insurance | Governance | 05/15/2024 | Shareholder Rights | Adopt Director Election Resignation Bylaw | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| American International Group, Inc. | Insurance | Governance | 05/15/2024 | 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. |
| First Solar, Inc. | Semiconductors & Semiconductor Equipment | Governance | 05/08/2024 | Shareholder Rights | Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Gilead Sciences, Inc. | Biotechnology | Governance | 05/08/2024 | 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 disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Gilead Sciences, Inc. | Biotechnology | Governance | 05/08/2024 | 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 based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Gilead Sciences, Inc. | Biotechnology | Governance | 05/08/2024 | 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. |
| IDEXX Laboratories, Inc. | Health Care Equipment & Supplies | Governance | 05/06/2024 | 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. |
| Masco Corporation | Building Products | Governance | 05/10/2024 | 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. |
| Phillips 66 | Oil, Gas & Consumable Fuels | Environmental | 05/15/2024 | Natural Resources | 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. |
| CVS Health Corporation | Health Care Providers & Services | Governance | 05/16/2024 | Board Quality | Adopt Policy to Require Director Allocation of Hours Disclosure | 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 the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| CVS Health Corporation | Health Care Providers & Services | Governance | 05/16/2024 | 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. |
| CVS Health Corporation | Health Care Providers & Services | Governance | 05/16/2024 | Shareholder Rights | Adopt Director Election Resignation Bylaw | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| CVS Health Corporation | Health Care Providers & Services | Social | 05/16/2024 | 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. |
| Ford Motor Company | Automobiles | Environmental | 05/09/2024 | Natural Resources | Report on Sustainable Sourcing Policies | 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. |
| Ford Motor Company | Automobiles | Social | 05/09/2024 | 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 on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Ford Motor Company | Automobiles | Governance | 05/09/2024 | 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. |
| O'Reilly Automotive, Inc. | Specialty Retail | Governance | 05/16/2024 | 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 Charles Schwab Corporation | Capital Markets | Social | 05/23/2024 | Diversity and Inclusion | Report on Median 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. |
| The Charles Schwab Corporation | Capital Markets | Governance | 05/23/2024 | 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. |
| The Charles Schwab Corporation | Capital Markets | Governance | 05/23/2024 | 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. |
| ANSYS, Inc. | Software | Governance | 06/07/2024 | Shareholder Rights | Provide Right to Call a Special Meeting | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Intercontinental Exchange, Inc. | Capital Markets | Governance | 05/17/2024 | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Mondelez International, Inc. | Food Products | Social | 05/22/2024 | Communities | Report on Risks of Doing Business in Conflict-Affected Areas | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted 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. |
| Mondelez International, Inc. | Food Products | Social | 05/22/2024 | 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 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. |
| Mondelez International, Inc. | Food Products | Governance | 05/22/2024 | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Mondelez International, Inc. | Food Products | Governance | 05/22/2024 | Board Quality | Establish Subcommittee Study on Company Affiliations | 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 stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Old Dominion Freight Line, Inc. | Ground Transportation | Environmental | 05/15/2024 | 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 the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
| Steel Dynamics, Inc. | Metals & Mining | Governance | 05/09/2024 | Shareholder Rights | Provide Right to Call a Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Vertex Pharmaceuticals Incorporated | Biotechnology | Social | 05/15/2024 | 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. |
| Vertex Pharmaceuticals Incorporated | Biotechnology | Governance | 05/15/2024 | 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. |
| Chubb Limited | Insurance | Social | 05/16/2024 | 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. |
| Chubb Limited | Insurance | Environmental | 05/16/2024 | Climate Change | Report on GHG Emissions Associated with Underwriting | 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. |
| Honeywell International Inc. | Industrial Conglomerates | Governance | 05/14/2024 | 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. |
| Quest Diagnostics Incorporated | Health Care Providers & Services | Environmental | 05/16/2024 | Climate Change | Adopt Near and Long-Term Science-Based GHG Emissions Reduction Targets Aligned 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 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. |
| American Tower Corporation | Specialized REITs | Social | 05/22/2024 | 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. |
| American Tower Corporation | Specialized REITs | Governance | 05/22/2024 | 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. |
| BlackRock, Inc. | Capital Markets | Environmental | 05/15/2024 | Climate Change | Report on Proxy Voting Record and Policies for Climate Change-Related Proposals | 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. |
| BlackRock, Inc. | Capital Markets | Governance | 05/15/2024 | 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 | Governance | 05/15/2024 | 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. |
| Constellation Brands, Inc. | Beverages | Environmental | 07/18/2023 | Climate Change | Disclose GHG Emissions Reductions Targets | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Constellation Brands, Inc. | Beverages | Environmental | 07/18/2023 | Natural Resources | Report on Support for a Circular Economy for Packaging | 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Electronic Arts Inc. | Entertainment | Governance | 08/10/2023 | 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. |
| Microchip Technology Incorporated | Semiconductors & Semiconductor Equipment | Social | 08/22/2023 | 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. |
| NIKE, Inc. | Textiles, Apparel & Luxury Goods | Social | 09/12/2023 | Communities | Report on Effectiveness of Supply Chain Management on Equity Goals and Human Rights Commitments | 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. |
| NIKE, Inc. | Textiles, Apparel & Luxury Goods | Social | 09/12/2023 | 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. |
| A. O. Smith Corporation | Building Products | Social | 04/09/2024 | Talent Management | Report on Company's Hiring Practices with Respect to Formerly Incarcerated People | 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. |
| Regions Financial Corporation | Banks | Governance | 04/17/2024 | Business ethics, transparency and accountability | Report on Risks Related to Discrimination Against Individuals Including Religious/Political Views | 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 stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| International Business Machines Corporation | IT Services | Environmental | 04/30/2024 | Climate Change | Adopt Science-Based GHG Emissions Targets Including for Value Chain Emissions | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| International Business Machines Corporation | IT Services | Environmental | 04/30/2024 | Climate Change | Report on Climate Lobbying | 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 political contributions and corporate political activity, including board oversight procedures. 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. |
| International Business Machines Corporation | IT Services | Governance | 04/30/2024 | 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. |
| International Business Machines Corporation | IT Services | Governance | 04/30/2024 | 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. |
| International Business Machines Corporation | IT Services | Governance | 04/30/2024 | 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. |
| Global Payments Inc. | Financial Services | Governance | 04/25/2024 | 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. |
| Teleflex Incorporated | Health Care Equipment & Supplies | Governance | 05/03/2024 | 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. |
| Berkshire Hathaway Inc. | Financial Services | Governance | 05/04/2024 | 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 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. |
| Berkshire Hathaway Inc. | Financial Services | Governance | 05/04/2024 | Business ethics, transparency and accountability | Report on Effect of Energy Policy Research Foundation Findings to Company's Financial Statements | 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. |
| Berkshire Hathaway Inc. | Financial Services | Governance | 05/04/2024 | Board Quality | Establish a Railroad Safety 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 based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Berkshire Hathaway Inc. | Financial Services | Social | 05/04/2024 | 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 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 | 05/04/2024 | Climate Change | Disclose BHE's Emissions and Progress Towards Goal in Consolidated Report | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted 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. |
| Berkshire Hathaway Inc. | Financial Services | Environmental | 05/04/2024 | Climate Change | Report on Efforts to Measure, Disclose and Reduce GHG Emissions Associated with Underwriting, Insuring, and Investing | 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 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. |
| Eversource Energy | Electric Utilities | Governance | 05/01/2024 | 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. |
| PepsiCo, Inc. | Beverages | Governance | 05/01/2024 | 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 | 05/01/2024 | Business ethics, transparency and accountability | Report on Risks Created by the Company's Diversity, Equity, 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. |
| PepsiCo, Inc. | Beverages | Social | 05/01/2024 | Diversity and Inclusion | Report on Third-Party Racial Equity Audit | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted 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 | Environmental | 05/01/2024 | Natural Resources | Report on Risks Related to Biodiversity and Nature Loss | 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. |
| PepsiCo, Inc. | Beverages | Social | 05/01/2024 | Product Responsibility | Issue Third Party Assessment of Safety of Non-Sugar Sweeteners | 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 current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| PepsiCo, Inc. | Beverages | Governance | 05/01/2024 | Board Structure & Operation | Amend Bylaws to Adopt a Director Election Resignation | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| PepsiCo, Inc. | Beverages | Governance | 05/01/2024 | Business ethics, transparency and accountability | Report on Gender-Based Compensation and Benefits Inequities | 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. |
| PepsiCo, Inc. | Beverages | Governance | 05/01/2024 | 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. |
| Archer-Daniels-Midland Company | Food Products | Governance | 05/23/2024 | 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 Parcel Service, Inc. | Air Freight & Logistics | Social | 05/02/2024 | 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 on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| United Parcel Service, Inc. | Air Freight & Logistics | Governance | 05/02/2024 | Business ethics, transparency and accountability | Report on Risks Arising from Voluntary Carbon-Reduction Commitments | 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 | Governance | 05/02/2024 | 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. |
| Skyworks Solutions, Inc. | Semiconductors & Semiconductor Equipment | Environmental | 05/14/2024 | Climate Change | Adopt GHG Emissions Reduction Targets and Climate Transition Plan 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. |
| Skyworks Solutions, Inc. | Semiconductors & Semiconductor Equipment | Governance | 05/14/2024 | 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. |
| Intel Corporation | Semiconductors & Semiconductor Equipment | Governance | 05/07/2024 | 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. |
| Intel Corporation | Semiconductors & Semiconductor Equipment | Governance | 05/07/2024 | Business ethics, transparency and accountability | Report on Opposing State Abortion Regulation | 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 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 | 05/07/2024 | Business ethics, transparency and accountability | Establish Board Committee on Corporate Financial 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 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. |
| KeyCorp | Banks | Governance | 05/09/2024 | 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. |
| Union Pacific Corporation | Ground Transportation | Governance | 05/09/2024 | Board Quality | Amend Board's Safety and Service Quality Committee to Review Staffing Levels and Confer on Safety Issues with Stakeholders | 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 factors related to material stakeholder risks that have been addressed sufficiently. |
| Union Pacific Corporation | Ground Transportation | Governance | 05/09/2024 | Executive Compensation | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Hershey Company | Food Products | Environmental | 05/06/2024 | Natural Resources | Report on Support for a Circular Economy for Packaging | 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. |
| The Hershey Company | Food Products | Social | 05/06/2024 | Communities | Commission Third Party Supply Chain Assessment on Achieving a Living Income for Cocoa Farmers | 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. |
| Southwest Airlines Co. | Passenger Airlines | Governance | 05/15/2024 | Board Structure & Operation | Adopt Majority Vote Cast to Remove Directors With or Without Cause | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Southwest Airlines Co. | Passenger Airlines | Governance | 05/15/2024 | 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. |
| Otis Worldwide Corporation | Machinery | Governance | 05/16/2024 | Shareholder Rights | Adopt Policy on Improved Majority Voting for Election of Directors | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Allstate Corporation | Insurance | Governance | 05/14/2024 | 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. |
| West Pharmaceutical Services, Inc. | Life Sciences Tools & Services | Governance | 04/23/2024 | 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. |
| Amazon.com, Inc. | Broadline Retail | Social | 05/22/2024 | 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 factors related to material stakeholder risks that have been addressed sufficiently. |
| Amazon.com, Inc. | Broadline Retail | Governance | 05/22/2024 | Board Quality | Establish a Board Committee on Artificial Intelligence | 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 factors related to material stakeholder risks that have been addressed sufficiently. |
| Amazon.com, Inc. | Broadline Retail | Governance | 05/22/2024 | Business ethics, transparency and accountability | Adopt Policy to Require Board Members to Disclose their Political and Charitable Donations | 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 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 | 05/22/2024 | Customers | 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 factors related to material stakeholder risks that have been addressed sufficiently. |
| Amazon.com, Inc. | Broadline Retail | Environmental | 05/22/2024 | Climate Change | Disclose All Material Scope 3 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 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 | Social | 05/22/2024 | 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 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 | 05/22/2024 | 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 | Environmental | 05/22/2024 | Climate Change | Report on Impact of Climate Change Strategy Consistent With Just Transition Guidelines | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Beyond any material climate-related risks related to resource efficiency in operations, production processes, and supply chain management, companies should also account for the social factors in terms of energy or product shortages, energy costs, and related issues of economic hardship such as individual job loss and community economy impacts. We will generally support reasonable shareholder resolutions that seek to address risks and opportunities beyond the supply-side perspective to account for the total economic consequences and benefits of a company climate transition strategy. | 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 | Governance | 05/22/2024 | Business ethics, transparency and accountability | Report on Viewpoint 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. |
| Amazon.com, Inc. | Broadline Retail | Social | 05/22/2024 | 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 | Governance | 05/22/2024 | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Amazon.com, Inc. | Broadline Retail | Social | 05/22/2024 | Customers | 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 factors related to material stakeholder risks that have been addressed sufficiently. |
| Amazon.com, Inc. | Broadline Retail | Governance | 05/22/2024 | Board Quality | Establish a Board Committee on Corporate Financial Sustainability | 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 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 | 05/22/2024 | 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. |
| The Travelers Companies, Inc. | Insurance | Governance | 05/15/2024 | Executive Compensation | Consider Pay Disparity Between CEO and Other Employees | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| The Travelers Companies, Inc. | Insurance | Social | 05/15/2024 | Communities | Report on Human Rights Risk in Underwriting | 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. |
| The Travelers Companies, Inc. | Insurance | Environmental | 05/15/2024 | Climate Change | Report on GHG Emissions Associated with Underwriting and Insuring for High Carbon Sectors | 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 Travelers Companies, Inc. | Insurance | Environmental | 05/15/2024 | Climate Change | Report on Methane Emissions | 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. |
| Conagra Brands, Inc. | Food Products | Governance | 09/14/2023 | Shareholder Rights | Provide Right to Call a Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Darden Restaurants, Inc. | Hotels, Restaurants & Leisure | Social | 09/20/2023 | Customers | Report on Risks 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. |
| Darden Restaurants, Inc. | Hotels, Restaurants & Leisure | Environmental | 09/20/2023 | 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. |
| Prologis, Inc. | Industrial REITs | Governance | 05/09/2024 | 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. |
| Oracle Corporation | Software | Governance | 11/15/2023 | 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 as the proposal is the most appropriate or practical means for the company to address the intended outcome of a material issue. |
| Oracle Corporation | Software | Social | 11/15/2023 | 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. |
| Microsoft Corporation | Software | Social | 12/07/2023 | Customers | Report on Risks Related to AI Generated Misinformation and Disinformation | 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 the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
| Microsoft Corporation | Software | Governance | 12/07/2023 | Business ethics, transparency and accountability | Adopt a Policy Requiring Third Party Groups to Report Their 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 factors related to material stakeholder risks that have been addressed sufficiently. |
| Microsoft Corporation | Software | Social | 12/07/2023 | Communities | Report on Risks of Operating 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 on the basis that the current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| Microsoft Corporation | Software | Governance | 12/07/2023 | 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. |
| Microsoft Corporation | Software | Environmental | 12/07/2023 | 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. |
| Microsoft Corporation | Software | Social | 12/07/2023 | Product Responsibility | Report on Risks of Weapons Development | 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. |
| Microsoft Corporation | Software | Governance | 12/07/2023 | 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 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 | 12/07/2023 | 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. |
| Microsoft Corporation | Software | Governance | 12/07/2023 | Business ethics, transparency and accountability | Report on Gender-Based Compensation and Benefits Inequities | 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. |
| Micron Technology, Inc. | Semiconductors & Semiconductor Equipment | Governance | 01/18/2024 | 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. |
| Costco Wholesale Corporation | Consumer Staples Distribution & Retail | Governance | 01/18/2024 | 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. |
| Jacobs Solutions, Inc. | Professional Services | Governance | 01/24/2024 | 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. |
| Visa Inc. | Financial Services | Governance | 01/23/2024 | 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. | Consumer Staples Distribution & Retail | Social | 01/25/2024 | Customers | Report on Potential Risks and Costs 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. |
| Walgreens Boots Alliance, Inc. | Consumer Staples Distribution & Retail | Governance | 01/25/2024 | 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. |
| Walgreens Boots Alliance, Inc. | Consumer Staples Distribution & Retail | Social | 01/25/2024 | Talent Management | Establish a Company Compensation Policy of Paying a Living Wage | 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. |
| Walgreens Boots Alliance, Inc. | Consumer Staples Distribution & Retail | Governance | 01/25/2024 | 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. | Consumer Staples Distribution & Retail | Social | 01/25/2024 | Customers | Report on Cigarette Waste | 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. |
| Emerson Electric Co. | Electrical Equipment | Governance | 02/06/2024 | 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. |
| Tyson Foods, Inc. | Food Products | Environmental | 02/08/2024 | Natural Resources | Report on Opportunities to Support Circular Economy for Packaging | 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Tyson Foods, Inc. | Food Products | Environmental | 02/08/2024 | Natural Resources | Accelerate Efforts to Eliminate Deforestation from Company's Supply Chains | 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. |
| Tyson Foods, Inc. | Food Products | Social | 02/08/2024 | Communities | Commission Third-Party Audit Assessing Use of Child Labor in Company's Value Chain | Against | For | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Tyson Foods, Inc. | Food Products | Environmental | 02/08/2024 | 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 generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s political contributions and corporate political activity, including board oversight procedures. 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 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. |
| Deere & Company | Machinery | Governance | 02/28/2024 | 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. |
| Deere & Company | Machinery | Governance | 02/28/2024 | Business ethics, transparency and accountability | Civil Rights and Non-Discrimination 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. |
| Deere & Company | Machinery | Governance | 02/28/2024 | Business ethics, transparency and accountability | Report on GHG Reduction Policies and Their Impact on Revenue Generation | 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. |
| Keysight Technologies, Inc. | Electronic Equipment, Instruments & Components | Governance | 03/21/2024 | 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. |
| Lennar Corporation | Household Durables | Environmental | 04/10/2024 | Climate Change | Report on Climate Change | 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. |
| Lennar Corporation | Household Durables | Social | 04/10/2024 | 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 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. |
| Lennar Corporation | Household Durables | Governance | 04/10/2024 | 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. |
| Synopsys, Inc. | Software | Governance | 04/10/2024 | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| The Bank of New York Mellon Corporation | Capital Markets | Governance | 04/09/2024 | Business ethics, transparency and accountability | Report on Risks Related to Discrimination Against Individuals Including Religious/Political Views | 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 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 Bank of New York Mellon Corporation | Capital Markets | Governance | 04/09/2024 | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| HCA Healthcare, Inc. | Health Care Providers & Services | Social | 04/25/2024 | Customers | Report on Maternal Health Outcomes | 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. |
| HCA Healthcare, Inc. | Health Care Providers & Services | Social | 04/25/2024 | Customers | Report on Patient Feedback Regarding Quality Care | Against | Against | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| HCA Healthcare, Inc. | Health Care Providers & Services | Social | 04/25/2024 | Customers | Report on Risks Regarding Patients' Right to Access Abortions in Emergencies | 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. |
| The Sherwin-Williams Company | Chemicals | Governance | 04/17/2024 | 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. |
| Carrier Global Corporation | Building Products | Governance | 04/18/2024 | 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. |
| Humana Inc. | Health Care Providers & Services | Governance | 04/18/2024 | Shareholder Rights | Adopt Simple Majority Vote | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| HP Inc. | Technology Hardware, Storage & Peripherals | Governance | 04/22/2024 | 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. |
| Exelon Corporation | Electric Utilities | Governance | 04/30/2024 | 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. |
| PACCAR Inc | Machinery | Environmental | 04/30/2024 | 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 generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s political contributions and corporate political activity, including board oversight procedures. 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 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 Coca-Cola Company | Beverages | Social | 05/01/2024 | Customers | Report on Risks Caused by the Decline in the Quality of Accessible Medical Care | Against | Against | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| The Coca-Cola Company | Beverages | Social | 05/01/2024 | Product Responsibility | Issue Third Party Assessment of Safety of Non-Sugar Sweeteners | 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 current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| The Coca-Cola Company | Beverages | Governance | 05/01/2024 | Business ethics, transparency and accountability | Report on Risks Created by the Company's Diversity, Equity, 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. |
| Truist Financial Corporation | Banks | Governance | 04/23/2024 | Business ethics, transparency and accountability | Report on Risks Related to Discrimination Against Individuals Including Religious/Political Views | 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 stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Truist Financial Corporation | Banks | Governance | 04/23/2024 | 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. |
| Wells Fargo & Company | Banks | Governance | 04/30/2024 | Business ethics, transparency and accountability | Report on Risks Related to Discrimination Against Individuals Including Religious/Political Views | 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 stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Wells Fargo & Company | Banks | Governance | 04/30/2024 | 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. |
| Wells Fargo & Company | Banks | Governance | 04/30/2024 | 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 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 | 04/30/2024 | 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 generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s political contributions and corporate political activity, including board oversight procedures. 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 warranted based on factors related to a material company or industry controversy that have not been addressed fully. |
| Wells Fargo & Company | Banks | Governance | 04/30/2024 | Business ethics, transparency and accountability | Issue Audited Report on Climate Transition Policies | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Wells Fargo & Company | Banks | Social | 04/30/2024 | 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 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 | Social | 04/30/2024 | 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. |
| Wells Fargo & Company | Banks | Social | 04/30/2024 | 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. |
| The Cigna Group | Health Care Providers & Services | Governance | 04/24/2024 | Business ethics, transparency and accountability | Report on Risks Created by the Company's Diversity, Equity, 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. |
| The Cigna Group | Health Care Providers & Services | Governance | 04/24/2024 | 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. |
| Church & Dwight Co., Inc. | Household Products | Governance | 05/02/2024 | 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. |
| FMC Corporation | Chemicals | Governance | 04/30/2024 | Shareholder Rights | Adopt Simple Majority Vote | For | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Lockheed Martin Corporation | Aerospace & Defense | Governance | 05/02/2024 | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Lockheed Martin Corporation | Aerospace & Defense | Environmental | 05/02/2024 | Climate Change | Report on Reducing Full Value Chain GHG Emissions Aligned 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 | Governance | 05/02/2024 | Business ethics, transparency and accountability | Report on Alignment of Political Activities with Company's Human Rights 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 on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Pfizer Inc. | Pharmaceuticals | Governance | 04/25/2024 | Business ethics, transparency and accountability | Report on Corporate 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 current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| Pfizer Inc. | Pharmaceuticals | Governance | 04/25/2024 | Business ethics, transparency and accountability | Report on Congruency of Political Spending with Company Stated 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. |
| Pfizer Inc. | Pharmaceuticals | Governance | 04/25/2024 | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Eli Lilly and Company | Pharmaceuticals | Social | 05/06/2024 | Communities | Adopt a Comprehensive Human Rights 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 on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Eli Lilly and Company | Pharmaceuticals | Social | 05/06/2024 | 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 | Social | 05/06/2024 | 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 on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Eli Lilly and Company | Pharmaceuticals | Governance | 05/06/2024 | 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. |
| Expeditors International of Washington, Inc. | Air Freight & Logistics | Environmental | 05/07/2024 | 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 materiality and factors related to the strategy and oversight of the underlying issue. |
| Expeditors International of Washington, Inc. | Air Freight & Logistics | Social | 05/07/2024 | 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 on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Huntington Ingalls Industries, Inc. | Aerospace & Defense | Environmental | 05/01/2024 | Climate Change | Publish Climate Transition Plan and Science-Based GHG Reduction Targets | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on 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. |
| MGM Resorts International | Hotels, Restaurants & Leisure | Governance | 05/01/2024 | Business ethics, transparency and accountability | Report on Risks Created by the Company's Diversity, Equity, 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. |
| General Dynamics Corporation | Aerospace & Defense | Governance | 05/01/2024 | 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 Electric Company | Aerospace & Defense | Governance | 05/07/2024 | Business ethics, transparency and accountability | Report on Risks Arising from Voluntary Carbon-Reduction Commitments | 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 | Aerospace & Defense | Governance | 05/07/2024 | 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 | 05/02/2024 | Executive Compensation | Submit Severance Agreement 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. |
| DTE Energy Company | Multi-Utilities | Environmental | 05/02/2024 | Climate Change | Report on Climate Transition Plan Inclusive of Downstream Gas Utility Emissions | 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. |
| Ecolab Inc. | Chemicals | Governance | 05/02/2024 | 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 Kraft Heinz Company | Food Products | Governance | 05/02/2024 | Business ethics, transparency and accountability | Report on Risks Arising From Voluntary Carbon-Reduction Commitments | 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 | Social | 05/02/2024 | Product Responsibility | Phase out Purchasing of Pork from Suppliers Using Gestation Stalls | 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 current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| The Kraft Heinz Company | Food Products | Environmental | 05/02/2024 | Natural Resources | Report on Recyclability Claims | 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. |
| United Rentals, Inc. | Trading Companies & Distributors | Governance | 05/09/2024 | Board Structure & Operation | Require a Majority Vote Standard for the Election of Directors with Mandatory Resignation Policy | 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. |
| AbbVie Inc. | Biotechnology | Social | 05/03/2024 | 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 | 05/03/2024 | 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 | 05/03/2024 | Shareholder Rights | Adopt Simple Majority Vote | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Illinois Tool Works Inc. | Machinery | Governance | 05/03/2024 | Executive Compensation | Submit Severance Agreement 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 based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Occidental Petroleum Corporation | Oil, Gas & Consumable Fuels | Governance | 05/02/2024 | 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. |
| Zions Bancorporation, N.A. | Banks | Governance | 04/26/2024 | Business ethics, transparency and accountability | Report on Risks Related to Discrimination Against Individuals Including Religious/Political Views | 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 stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| International Paper Company | Containers & Packaging | Social | 05/13/2024 | Diversity and Inclusion | Report on the Company's LGBTQ+ 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 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. |
| International Paper Company | Containers & Packaging | Governance | 05/13/2024 | 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. |
| Uber Technologies, Inc. | Ground Transportation | Social | 05/06/2024 | Employee Health and Safety | Commission a Third-Party Audit on Driver Health and Safety | 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. |
| 3M Company | Industrial Conglomerates | Governance | 05/14/2024 | 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. |
| Charles River Laboratories International, Inc. | Life Sciences Tools & Services | Social | 05/08/2024 | Product Responsibility | Report on Imported Nonhuman Primates | 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 | 05/14/2024 | 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 | 05/14/2024 | 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. |
| Dominion Energy, Inc. | Multi-Utilities | Governance | 05/07/2024 | Business ethics, transparency and accountability | Amend Certificate of Incorporation to Become a Public Benefit Corporation | 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 the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Dominion Energy, Inc. | Multi-Utilities | Governance | 05/07/2024 | 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. |
| Elevance Health, Inc. | Health Care Providers & Services | Governance | 05/15/2024 | Business ethics, transparency and accountability | Adopt a Policy Requiring Third Party Groups to Report Their 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 factors related to material stakeholder risks that have been addressed sufficiently. |
| Kinder Morgan, Inc. | Oil, Gas & Consumable Fuels | Environmental | 05/08/2024 | Climate Change | Disclose GHG Emissions Reductions 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. |
| Akamai Technologies, Inc. | IT Services | Governance | 05/10/2024 | 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. |
| Cboe Global Markets, Inc. | Capital Markets | Governance | 05/16/2024 | 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. |
| Laboratory Corporation of America Holdings | Health Care Providers & Services | Governance | 05/14/2024 | 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 factors related to material stakeholder risks that have been addressed sufficiently. |
| Laboratory Corporation of America Holdings | Health Care Providers & Services | Social | 05/14/2024 | 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Laboratory Corporation of America Holdings | Health Care Providers & Services | Governance | 05/14/2024 | 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. |
| Tyler Technologies, Inc. | Software | Governance | 05/09/2024 | 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. |
| Verizon Communications Inc. | Diversified Telecommunication Services | Governance | 05/09/2024 | 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 on the basis that the current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| Verizon Communications Inc. | Diversified Telecommunication Services | Environmental | 05/09/2024 | Natural Resources | Report on Lead-Sheathed Cables | 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. |
| Verizon Communications Inc. | Diversified Telecommunication Services | Governance | 05/09/2024 | Business ethics, transparency and accountability | Report on Risks Related to Discrimination Against Individuals Including Religious/Political Views | 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. |
| Verizon Communications Inc. | Diversified Telecommunication Services | Governance | 05/09/2024 | 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 | 05/09/2024 | 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 | 05/09/2024 | 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. |
| Verizon Communications Inc. | Diversified Telecommunication Services | Governance | 05/09/2024 | Business ethics, transparency and accountability | Commission Third Party Study on Impact of 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. |
| Republic Services, Inc. | Commercial Services & Supplies | Environmental | 05/23/2024 | Climate Change | Report on ""Just Transition"" | 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. Beyond any material climate-related risks related to resource efficiency in operations, production processes, and supply chain management, companies should also account for the social factors in terms of energy or product shortages, energy costs, and related issues of economic hardship such as individual job loss and community economy impacts. We will generally support reasonable shareholder resolutions that seek to address risks and opportunities beyond the supply-side perspective to account for the total economic consequences and benefits of a company climate transition strategy. | 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 | 05/21/2024 | Business ethics, transparency and accountability | Report on Civil Rights and Non-Discrimination Audit | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| JPMorgan Chase & Co. | Banks | Governance | 05/21/2024 | Executive Compensation | Submit Severance Agreement 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 based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| JPMorgan Chase & Co. | Banks | Social | 05/21/2024 | Communities | Commission Third Party 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. |
| JPMorgan Chase & Co. | Banks | Governance | 05/21/2024 | Business ethics, transparency and accountability | Review Proxy Voting Record and Policies Related to Climate Change and Diversity | 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 | Social | 05/21/2024 | 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. |
| JPMorgan Chase & Co. | Banks | Governance | 05/21/2024 | Business ethics, transparency and accountability | Report on Impacts of JPMC's Climate Transition Policies | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| JPMorgan Chase & Co. | Banks | Governance | 05/21/2024 | 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. |
| Align Technology, Inc. | Health Care Equipment & Supplies | Governance | 05/22/2024 | 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. |
| Howmet Aerospace Inc. | Aerospace & Defense | Governance | 05/22/2024 | Executive Compensation | Submit Severance Agreement 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. |
| Northrop Grumman Corporation | Aerospace & Defense | Governance | 05/15/2024 | 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 | 05/15/2024 | 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. |
| Ross Stores, Inc. | Specialty Retail | Environmental | 05/22/2024 | Climate Change | Disclose All Material Value Chain 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 more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Universal Health Services, Inc. | Health Care Providers & Services | Governance | 05/15/2024 | Board Structure & Operation | Declassify the Board of Directors | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We generally support shareholder resolutions asking that each member of the board of a publicly traded operating company stand for re-election annually. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Verisk Analytics, Inc. | Professional Services | Governance | 05/15/2024 | 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. |
| Altria Group, Inc. | Tobacco | Environmental | 05/16/2024 | Natural Resources | Report on Benefits of Extended Producer Responsibility Laws for Spent Tobacco Filters | 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. |
| Altria Group, Inc. | Tobacco | Governance | 05/16/2024 | Business ethics, transparency and accountability | Report on Congruence of Political and Lobbying Expenditures | 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. |
| Amphenol Corporation | Electronic Equipment, Instruments & Components | Governance | 05/16/2024 | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| CDW Corporation | Electronic Equipment, Instruments & Components | Governance | 05/21/2024 | Business ethics, transparency and accountability | Report on Political Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| DexCom, Inc. | Health Care Equipment & Supplies | Governance | 05/22/2024 | 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 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 | 05/22/2024 | 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. |
| Marsh & McLennan Companies, Inc. | Insurance | Governance | 05/16/2024 | 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. |
| NextEra Energy, Inc. | Electric Utilities | Environmental | 05/23/2024 | Climate Change | Report on Climate Lobbying | 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 political contributions and corporate political activity, including board oversight procedures. 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. |
| NextEra Energy, Inc. | Electric Utilities | Social | 05/23/2024 | 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 follow best practice, standard reporting frameworks, which support integration of the company’s ESG policies and performance into the investment process. |
| The Home Depot, Inc. | Specialty Retail | Governance | 05/16/2024 | Business ethics, transparency and accountability | Clawback of Incentive Payments | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We believe that robust corporate governance practices ensure board and management accountability and sustain a culture of integrity. Compensation plans should generally establish policies to recoup, or claw back, variable compensation paid to senior executives for fraudulent activities, defective financial reporting, and creating undue reputational risk. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Home Depot, Inc. | Specialty Retail | Environmental | 05/16/2024 | Natural Resources | Disclose a Biodiversity Impact and Dependency Assessment | 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 Home Depot, Inc. | Specialty Retail | Governance | 05/16/2024 | Business ethics, transparency and accountability | Report on Civil Rights and Non-Discrimination Audit | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| The Home Depot, Inc. | Specialty Retail | Governance | 05/16/2024 | Business ethics, transparency and accountability | Report on Corporate Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| The Home Depot, Inc. | Specialty Retail | Governance | 05/16/2024 | Business ethics, transparency and accountability | Report on Political Spending Congruency | 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 | 05/16/2024 | Business ethics, transparency and accountability | Adopt Policy to Require Board of Directors Members to Disclose their Political Donations | 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 factors related to material stakeholder risks that have been addressed sufficiently. |
| Zoetis Inc. | Pharmaceuticals | Governance | 05/22/2024 | Shareholder Rights | Adopt Policy on Improved Majority Voting for Election of Directors | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Morgan Stanley | Capital Markets | Environmental | 05/23/2024 | Climate Change | Report on Clean Energy Supply Financing Ratio | 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 on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Morgan Stanley | Capital Markets | Governance | 05/23/2024 | 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. |
| Morgan Stanley | Capital Markets | Governance | 05/23/2024 | Business ethics, transparency and accountability | Report on Overseeing Risks Related to Discrimination Including Religious/Political Views | 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 stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| NiSource Inc. | Multi-Utilities | Governance | 05/13/2024 | Executive Compensation | Amend Bylaw regarding Stockholder Approval of Director Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted on the basis that the 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 | 05/07/2024 | Talent Management | Report on Company's Hiring Practices with Respect to Formerly Incarcerated People | 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. |
| Gen Digital Inc. | Software | Governance | 09/12/2023 | 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. |
| Cencora, Inc. | Health Care Providers & Services | Governance | 03/12/2024 | Shareholder Rights | Enhance Majority Vote for the Election of Directors | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Revvity, Inc. | Life Sciences Tools & Services | Governance | 04/23/2024 | 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. |
| Kellanova | Food Products | Governance | 04/26/2024 | Business ethics, transparency and accountability | Report on Risks Arising from Voluntary Carbon-Reduction Commitments | 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. |
| Kellanova | Food Products | Social | 04/26/2024 | Product Responsibility | Report on Risks Associated with Pesticide Use in Supply Chain | Against | For | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is warranted 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. |
| Kellanova | Food Products | Social | 04/26/2024 | Diversity and Inclusion | Report on Median Gender/Racial Pay Gap | 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. |
| Kellanova | Food Products | Governance | 04/26/2024 | 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. |
| RTX Corporation | Aerospace & Defense | Social | 05/02/2024 | 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. |
| RTX Corporation | Aerospace & Defense | Environmental | 05/02/2024 | 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. |
| RTX Corporation | Aerospace & Defense | Governance | 05/02/2024 | 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 are not aligned with this best practice reporting framework, which provides for consistent ESG data that allows for integration into the investment process. |
| Duke Energy Corporation. | Electric Utilities | Governance | 05/09/2024 | Business ethics, transparency and accountability | Report on Financial Statement Assumption and Climate Change | 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 | 05/09/2024 | 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. |
| Sempra | Multi-Utilities | Social | 05/09/2024 | Employee Health and Safety | Report on Steps to Reduce Certain Safety and Environmental 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 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 a past company or industry controversy, as it is not material to ongoing business operations or has been addressed adequately. |
| Sempra | Multi-Utilities | Governance | 05/09/2024 | 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. |
| FirstEnergy Corp. | Electric Utilities | Governance | 05/22/2024 | Business ethics, transparency and accountability | Report on Financial Statement Assumptions and Climate Change | 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 Corp. | Electric Utilities | Governance | 05/22/2024 | Business ethics, transparency and accountability | Amend Clawback Policy | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We believe that robust corporate governance practices ensure board and management accountability and sustain a culture of integrity. Compensation plans should generally establish policies to recoup, or claw back, variable compensation paid to senior executives for fraudulent activities, defective financial reporting, and creating undue reputational risk. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| FirstEnergy Corp. | Electric Utilities | Governance | 05/22/2024 | 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 based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| McDonald's Corporation | Hotels, Restaurants & Leisure | Governance | 05/22/2024 | 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 | 05/22/2024 | Business ethics, transparency and accountability | Report on Corporate Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| McDonald's Corporation | Hotels, Restaurants & Leisure | Governance | 05/22/2024 | Business ethics, transparency and accountability | Report on Congruency of Company's Privacy and Human Rights Policies with its Actions | 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 | 05/22/2024 | Product Responsibility | Disclose Poultry Welfare Indicators | 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 | Social | 05/22/2024 | Product Responsibility | Approve Request on Cage Free Egg Progress Disclosure | 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 | 05/22/2024 | Product Responsibility | Adopt Antibiotics Policy | 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. |
| PayPal Holdings, Inc. | Financial Services | Governance | 05/22/2024 | Executive Compensation | Amend Bylaw Regarding Stockholder Approval of Director Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted on the basis that the 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 | 05/22/2024 | 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. |
| The Southern Company | Electric Utilities | Environmental | 05/22/2024 | 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 materiality and factors related to the strategy and oversight of the underlying issue. |
| The Southern Company | Electric Utilities | Governance | 05/22/2024 | 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. |
| Thermo Fisher Scientific Inc. | Life Sciences Tools & Services | Governance | 05/22/2024 | Shareholder Rights | Adopt Simple Majority Vote Requirement | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the 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. |
| Invesco Ltd. | Capital Markets | Governance | 05/23/2024 | 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. |
| ServiceNow, Inc. | Software | Governance | 05/23/2024 | 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. |
| The Interpublic Group of Companies, Inc. | Media | Governance | 05/23/2024 | 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 | 05/28/2024 | 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 on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Merck & Co., Inc. | Pharmaceuticals | Governance | 05/28/2024 | Business ethics, transparency and accountability | Disclose a Government Censorship 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 based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Merck & Co., Inc. | Pharmaceuticals | Governance | 05/28/2024 | 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. |
| Chevron Corporation | Oil, Gas & Consumable Fuels | Governance | 05/29/2024 | 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 | 05/29/2024 | Communities | Commission Third Party Assessment on Company's Human Rights Policies | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. 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. |
| Chevron Corporation | Oil, Gas & Consumable Fuels | Environmental | 05/29/2024 | Natural Resources | Report on Reduced Plastics Demand Impact on Financial Assumptions | 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. |
| Chevron Corporation | Oil, Gas & Consumable Fuels | Governance | 05/29/2024 | Business ethics, transparency and accountability | Report on Analyzing the Risks Arising from Voluntary Carbon-Reduction Commitments | 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 | Governance | 05/29/2024 | Business ethics, transparency and accountability | Amend Clawback Policy | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We believe that robust corporate governance practices ensure board and management accountability and sustain a culture of integrity. Compensation plans should generally establish policies to recoup, or claw back, variable compensation paid to senior executives for fraudulent activities, defective financial reporting, and creating undue reputational risk. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Environmental | 05/29/2024 | Climate Change | Report on Social Impact from Plant Closure or Energy Transition | 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. Beyond any material climate-related risks related to resource efficiency in operations, production processes, and supply chain management, companies should also account for the social factors in terms of energy or product shortages, energy costs, and related issues of economic hardship such as individual job loss and community economy impacts. We will generally support reasonable shareholder resolutions that seek to address risks and opportunities beyond the supply-side perspective to account for the total economic consequences and benefits of a company climate transition strategy. | 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 | 05/29/2024 | Natural Resources | Report on Reduced Plastics Demand Impact on Financial Assumptions | 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. |
| Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Social | 05/29/2024 | Diversity and Inclusion | Report on Median Gender/Racial Pay Gaps | Against | Against | We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Governance | 05/29/2024 | Business ethics, transparency and accountability | Revisit Executive Pay Incentives for GHG Emission Reductions | 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 | Environmental | 05/29/2024 | 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 generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s political contributions and corporate political activity, including board oversight procedures. 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. |
| Meta Platforms, Inc. | Interactive Media & Services | Governance | 05/29/2024 | Business ethics, transparency and accountability | Report on Political Advertising and Election Cycle Enhanced Actions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile.We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Meta Platforms, Inc. | Interactive Media & Services | Social | 05/29/2024 | Customers | Commission Third-Party Report on Minimum Age for Social Media Products and Conduct an Advisory Shareholder Vote | 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 | Social | 05/29/2024 | Customers | Report on Child Safety and Harm Reduction | 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 | Social | 05/29/2024 | Customers | 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 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 | 05/29/2024 | Board Quality | Amend Corporate Governance Guidelines | Against | For | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is warranted 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 | Social | 05/29/2024 | Communities | Report on Human Rights Risks in Non-US Markets | 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 | 05/29/2024 | Shareholder Rights | Disclosure of Voting Results Based on Class of Shares | Against | For | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Meta Platforms, Inc. | Interactive Media & Services | Social | 05/29/2024 | Customers | Report on Generative AI Misinformation and Disinformation Risks | 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 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. |
| Meta Platforms, Inc. | Interactive Media & Services | Governance | 05/29/2024 | 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. |
| EPAM Systems, Inc. | IT Services | Governance | 05/31/2024 | Board Structure & Operation | Declassify the Board of Directors | 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 generally support shareholder resolutions asking that each member of the board of a publicly traded operating company stand for re-election annually. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| UnitedHealth Group Incorporated | Health Care Providers & Services | Governance | 06/03/2024 | 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 on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Warner Bros. Discovery, Inc. | Entertainment | Governance | 06/03/2024 | Business ethics, transparency and accountability | Establish a Board Committee on Corporate Financial 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 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. |
| Warner Bros. Discovery, Inc. | Entertainment | Governance | 06/03/2024 | Shareholder Rights | Provide Right to Call a Special Meeting | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Warner Bros. Discovery, Inc. | Entertainment | Social | 06/03/2024 | Customers | Report on Use of Artificial Intelligence | 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 on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Booking Holdings Inc. | Hotels, Restaurants & Leisure | Governance | 06/04/2024 | 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 the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Booking Holdings Inc. | Hotels, Restaurants & Leisure | Governance | 06/04/2024 | Business ethics, transparency and accountability | Amend Clawback Policy | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We believe that robust corporate governance practices ensure board and management accountability and sustain a culture of integrity. Compensation plans should generally establish policies to recoup, or claw back, variable compensation paid to senior executives for fraudulent activities, defective financial reporting, and creating undue reputational risk. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Cognizant Technology Solutions Corporation | IT Services | Governance | 06/04/2024 | Board Quality | Adopt Policy on Fair Treatment of Shareholder Nominees | 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. |
| Fortive Corporation | Machinery | Governance | 06/04/2024 | Executive Compensation | Amend Bylaw Regarding Stockholder Approval of Director Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted on the basis that the 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 | 06/04/2024 | Climate Change | Report on Sustainability Risk in the Company's Supply Chain | 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. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to the impact of climate change on a company’s business activities and products, a company’s use of natural resources, the impact on its business of declining resources and its plans to improve the efficiency of its use of natural resources. | 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. |
| General Motors Company | Automobiles | Environmental | 06/04/2024 | Natural Resources | Report on the Company's Use of Deep-Sea Mined Minerals in its Production and Supply Chains | 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 | 06/04/2024 | Business ethics, transparency and accountability | Eliminate EV Targets from Incentive Compensation 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. |
| General Motors Company | Automobiles | Social | 06/04/2024 | Communities | Report on the Use of Child Labor in Connection with Electric Vehicles | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Paramount Global | Media | Social | 06/04/2024 | Customers | Report on Use of Artificial Intelligence | 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 on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Paramount Global | Media | Governance | 06/04/2024 | 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. |
| The TJX Companies, Inc. | Specialty Retail | Social | 06/04/2024 | Communities | Report on Effectiveness of Social Compliance Efforts 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. |
| Airbnb, Inc. | Hotels, Restaurants & Leisure | Governance | 06/05/2024 | 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. |
| Devon Energy Corporation. | Oil, Gas & Consumable Fuels | Governance | 06/05/2024 | Executive Compensation | Amend Bylaw regarding Stockholder Approval of Director Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| DuPont de Nemours, Inc. | Chemicals | Governance | 06/05/2024 | Business ethics, transparency and accountability | Amend Clawback Policy | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We believe that robust corporate governance practices ensure board and management accountability and sustain a culture of integrity. Compensation plans should generally establish policies to recoup, or claw back, variable compensation paid to senior executives for fraudulent activities, defective financial reporting, and creating undue reputational risk. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| MarketAxess Holdings Inc. | Capital Markets | Governance | 06/05/2024 | 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. |
| Walmart Inc. | Consumer Staples Distribution & Retail | Governance | 06/05/2024 | Business ethics, transparency and accountability | Establish a Board Committee on Corporate Financial 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 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 | 06/05/2024 | Employee Health and Safety | Commission a Third Party Audit on Workplace Safety and Violence | 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 | 06/05/2024 | Business ethics, transparency and accountability | Report on a Civil Rights and Non-Discrimination Audit | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Walmart Inc. | Consumer Staples Distribution & Retail | Social | 06/05/2024 | Talent Management | Establish a Company Compensation Policy of Paying a Living Wage | 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. |
| Walmart Inc. | Consumer Staples Distribution & Retail | Social | 06/05/2024 | Communities | Publish Human Rights Risk Assessment on the Impacts of Walmart's 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. |
| Walmart Inc. | Consumer Staples Distribution & Retail | Social | 06/05/2024 | Diversity and Inclusion | Conduct and Report a 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 | 06/05/2024 | Product Responsibility | Publish Targets for Transitioning from Gestation Crates in Pork Supply Chain | Against | For | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Chipotle Mexican Grill, Inc. | Hotels, Restaurants & Leisure | Social | 06/06/2024 | Talent Management | Report on Harassment and Discrimination Statistics | 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Chipotle Mexican Grill, Inc. | Hotels, Restaurants & Leisure | Social | 06/06/2024 | Employee Health and Safety | Report on Adoption of Automation | 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. |
| Chipotle Mexican Grill, Inc. | Hotels, Restaurants & Leisure | Social | 06/06/2024 | 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 | Social | 06/06/2024 | 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. |
| lululemon athletica inc. | Textiles, Apparel & Luxury Goods | Social | 06/06/2024 | Product Responsibility | Report on Risks from Company's Use of Animal-Derived Materials | 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. |
| Netflix, Inc. | Entertainment | Governance | 06/06/2024 | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Netflix, Inc. | Entertainment | Governance | 06/06/2024 | Board Quality | Amend Code of Ethics and Report on Board Compliance with the Amended Code | 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 disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Netflix, Inc. | Entertainment | Governance | 06/06/2024 | Shareholder Rights | Amend Director Election Resignation Bylaw | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Netflix, Inc. | Entertainment | Governance | 06/06/2024 | 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 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. |
| Netflix, Inc. | Entertainment | Social | 06/06/2024 | Customers | Report on Use of Artificial Intelligence | 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 on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Alphabet Inc. | Interactive Media & Services | Social | 06/07/2024 | Customers | Adopt Targets Evaluating YouTube Child Safety Policies | 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. |
| Alphabet Inc. | Interactive Media & Services | Social | 06/07/2024 | Customers | Publish Human Rights Risk Assessment on the AI-Driven Targeted Ad Policies | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. 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. |
| Alphabet Inc. | Interactive Media & Services | Social | 06/07/2024 | Customers | Report on Risks Related to AI Generated Misinformation and Disinformation | 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 | Governance | 06/07/2024 | Board Quality | Amend Audit and Compliance Committee Charter to Include Artificial Intelligence Oversight | Against | Against | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Alphabet Inc. | Interactive Media & Services | Social | 06/07/2024 | Customers | Report on Reproductive Healthcare Misinformation Risks | 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 | Governance | 06/07/2024 | 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 | 06/07/2024 | 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. |
| Alphabet Inc. | Interactive Media & Services | Environmental | 06/07/2024 | 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 on the basis that 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 | 06/07/2024 | Business ethics, transparency and accountability | Adopt Policy to Require Board of Directors Members to Disclose their Political and Charitable Donations | 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 | 06/07/2024 | Customers | Report on Electromagnetic Radiation and Wireless Technologies Risks | 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 a past company or industry controversy, as it is not material to ongoing business operations or has been addressed adequately. |
| Alphabet Inc. | Interactive Media & Services | Governance | 06/07/2024 | 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. |
| Alphabet Inc. | Interactive Media & Services | Governance | 06/07/2024 | Executive Compensation | Amend Bylaw regarding Stockholder Approval of Director Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted on the basis that the 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 | 06/10/2024 | Business ethics, transparency and accountability | Report on Congruency of Political Spending with Company Stated Values | 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. |
| Keurig Dr Pepper Inc. | Beverages | Environmental | 06/10/2024 | 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 materiality and factors related to the strategy and oversight of the underlying issue. |
| Caesars Entertainment, Inc. | Hotels, Restaurants & Leisure | Social | 06/11/2024 | Customers | Report on Potential Cost Savings Through Adoption of a Smokefree Policy | Against | For | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. | Support for the proposal is warranted on the basis that the company’s current disclosures are not aligned with this best practice reporting framework, which provides for consistent ESG data that allows for integration into the investment process. |
| Nasdaq, Inc. | Capital Markets | Governance | 06/11/2024 | 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. |
| Best Buy Co., Inc. | Specialty Retail | Governance | 06/12/2024 | 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. |
| Caterpillar, Inc. | Machinery | Governance | 06/12/2024 | Board Quality | Adopt Policy Prohibiting Directors from Simultaneously Sitting on the Board of Directors of Two Other Companies | 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. |
| Caterpillar, Inc. | Machinery | Governance | 06/12/2024 | 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. |
| Caterpillar, Inc. | Machinery | Governance | 06/12/2024 | 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. |
| Roper Technologies, Inc. | Software | Governance | 06/12/2024 | 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. |
| Target Corporation | Consumer Staples Distribution & Retail | Governance | 06/12/2024 | Business ethics, transparency and accountability | Report on Charitable Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Target Corporation | Consumer Staples Distribution & Retail | Governance | 06/12/2024 | Business ethics, transparency and accountability | Report on Congruency of Political Spending with Company Stated Values | 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. |
| Target Corporation | Consumer Staples Distribution & Retail | Social | 06/12/2024 | Talent Management | Establish a Company Compensation Policy of Paying a Living Wage | 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. |
| Target Corporation | Consumer Staples Distribution & Retail | Social | 06/12/2024 | Product Responsibility | Report on Animal Pain Management | 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. |
| Target Corporation | Consumer Staples Distribution & Retail | Governance | 06/12/2024 | 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. |
| Monolithic Power Systems, Inc. | Semiconductors & Semiconductor Equipment | Governance | 06/13/2024 | Board Structure & Operation | Declassify the Board of Directors | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We generally support shareholder resolutions asking that each member of the board of a publicly traded operating company stand for re-election annually. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Tesla, Inc. | Automobiles | Environmental | 06/13/2024 | Natural Resources | Commit to a Moratorium on Sourcing Minerals from Deep Sea Mining | 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
| Tesla, Inc. | Automobiles | Governance | 06/13/2024 | Executive Compensation | Assess Feasibility of Including Sustainability as a Performance Measure for Senior 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. |
| Tesla, Inc. | Automobiles | Social | 06/13/2024 | Product Responsibility | Report on Effects and Risks Associated with Electromagnetic Radiation and Wireless Technologies | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Tesla, Inc. | Automobiles | Social | 06/13/2024 | Talent Management | Adopt a Non-Interference Policy Respecting Freedom of Association | 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. |
| Tesla, Inc. | Automobiles | Social | 06/13/2024 | Talent Management | Report on Harassment and Discrimination Prevention Efforts | Against | For | 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 warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Tesla, Inc. | Automobiles | Governance | 06/13/2024 | 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. |
| Tesla, Inc. | Automobiles | Governance | 06/13/2024 | Board Structure & Operation | Declassify the Board of Directors | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We generally support shareholder resolutions asking that each member of the board of a publicly traded operating company stand for re-election annually. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Regeneron Pharmaceuticals, Inc. | Biotechnology | Governance | 06/14/2024 | 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. |
| Mastercard Incorporated | Financial Services | Governance | 06/18/2024 | Business ethics, transparency and accountability | Report on Gender-Based Compensation and Benefits Inequities | 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 | 06/18/2024 | Business ethics, transparency and accountability | Report on Congruency of Company's Human Rights Statement with Charitable Contributions and Voluntary Partnerships | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Mastercard Incorporated | Financial Services | Governance | 06/18/2024 | Business ethics, transparency and accountability | Report on Congruency of Company's Privacy and Human Rights Policies with its Actions | 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. |
| Mastercard Incorporated | Financial Services | Governance | 06/18/2024 | Shareholder Rights | Amend Director Election Resignation Bylaw | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Mastercard Incorporated | Financial Services | Governance | 06/18/2024 | 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. |
| MetLife, Inc. | Insurance | Social | 06/18/2024 | Diversity and Inclusion | Conduct and Report a 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. |
| Delta Air Lines, Inc. | Passenger Airlines | Social | 06/20/2024 | 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. |
| Delta Air Lines, Inc. | Passenger Airlines | Governance | 06/20/2024 | Business ethics, transparency and accountability | Adopt a Policy Requiring Third Party Groups to Report Their 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 on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Dollar Tree, Inc. | Consumer Staples Distribution & Retail | Governance | 06/20/2024 | 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. |
| NVIDIA Corporation | Semiconductors & Semiconductor Equipment | Governance | 06/26/2024 | 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. |
| Salesforce, Inc. | Software | Governance | 06/27/2024 | Business ethics, transparency and accountability | Report on Viewpoint 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. |
| Salesforce, Inc. | Software | Governance | 06/27/2024 | 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. |
| Salesforce, Inc. | Software | Governance | 06/27/2024 | 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 Kroger Co. | Consumer Staples Distribution & Retail | Environmental | 06/27/2024 | Climate Change | Report on ""Just Transition"" | 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. Beyond any material climate-related risks related to resource efficiency in operations, production processes, and supply chain management, companies should also account for the social factors in terms of energy or product shortages, energy costs, and related issues of economic hardship such as individual job loss and community economy impacts. We will generally support reasonable shareholder resolutions that seek to address risks and opportunities beyond the supply-side perspective to account for the total economic consequences and benefits of a company climate transition strategy. | 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 Kroger Co. | Consumer Staples Distribution & Retail | Social | 06/27/2024 | Talent Management | Establish a Company Compensation Policy of Paying a Living Wage | 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 Kroger Co. | Consumer Staples Distribution & Retail | Governance | 06/27/2024 | 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 | 06/27/2024 | Customers | Report on Public Health Costs Due to Tobacco Product Sales and the Impact on Overall Market | 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. |
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1 Votes included from reporting period July 1, 2023 – June 30, 2024. 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, 2024. 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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