We strive to meet a high standard of transparency for our clients in our proxy voting decisions. Disclosure on our proxy voting records is publicly available at VDS Dashboard. Here on this page, we disclose the vote rationales for shareholder proposals at S&P 500 companies. All resolutions are assessed on a case-by-case basis to understand materiality for the specific company, existing disclosure and accountability measures. For more information on our approach to proxy voting, please refer to the Nuveen Proxy Voting Guidelines.
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Key proxy vote rationales for 2025
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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 |
|---|---|---|---|---|---|---|---|---|---|
| Starbucks Corporation | Hotels, Restaurants & Leisure | Governance | 03/12/2025 | 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. |
| Lennar Corporation | Household Durables | Governance | 04/09/2025 | Board Structure & Operation | Require Independent Board Chair | Against | For | We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director's role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company's board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company's ESG practices or business performance suggest a material deficiency in independent influence into the company's strategy and oversight. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Dover Corporation | Machinery | Governance | 05/02/2025 | 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. |
| Eastman Chemical Company | Chemicals | Governance | 05/01/2025 | 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. |
| Eversource Energy | Electric Utilities | Governance | 05/01/2025 | Board Structure & Operation | Require Independent Board Chair | Against | For | We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director's role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company's board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company's ESG practices or business performance suggest a material deficiency in independent influence into the company's strategy and oversight. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Colgate-Palmolive Company | Household Products | Governance | 05/09/2025 | 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. |
| Gilead Sciences, Inc. | Biotechnology | Governance | 05/07/2025 | 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. |
| Prudential Financial, Inc. | Insurance | Governance | 05/13/2025 | 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. |
| Omnicom Group Inc. | Media | Governance | 05/06/2025 | 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 | 05/08/2025 | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director's role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company's board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company's ESG practices or business performance suggest a material deficiency in independent influence into the company's strategy and oversight. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Cummins Inc. | Machinery | Governance | 05/13/2025 | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director's role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company's board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company's ESG practices or business performance suggest a material deficiency in independent influence into the company's strategy and oversight. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| State Street Corporation | Capital Markets | Governance | 05/14/2025 | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director's role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company's board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company's ESG practices or business performance suggest a material deficiency in independent influence into the company's strategy and oversight. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Home Depot, Inc. | Specialty Retail | Governance | 05/22/2025 | 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. |
| JPMorgan Chase & Co. | Banks | Governance | 05/20/2025 | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director's role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company's board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company's ESG practices or business performance suggest a material deficiency in independent influence into the company's strategy and oversight. | Support for the proposal is not warranted as the outcome is not material or does not require timely resolution in terms of strategy and risk oversight. |
| Honeywell International Inc. | Industrial Conglomerates | Governance | 05/20/2025 | 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. |
| Amazon.com, Inc. | Broadline Retail | Governance | 05/21/2025 | Board Structure & Operation | Adopt Mandatory Policy Separating the Roles of CEO and 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. |
| Comcast Corporation | Diversified Telecommunication Services | Governance | 06/18/2025 | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director's role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company's board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company's ESG practices or business performance suggest a material deficiency in independent influence into the company's strategy and oversight. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Chipotle Mexican Grill, Inc. | Hotels, Restaurants & Leisure | Governance | 06/11/2025 | 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. |
| Fortinet, Inc. | Software | Governance | 06/13/2025 | 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. |
| Corpay, Inc. | Financial Services | Governance | 06/11/2025 | Board Structure & Operation | Require Independent Board Chair | Against | For | We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director's role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company's board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company's ESG practices or business performance suggest a material deficiency in independent influence into the company's strategy and oversight. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| General Mills, Inc. | Food Products | Governance | 09/30/2025 | Board Structure & Operation | Adopt Mandatory Policy Separating the Roles of CEO and 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. |
| FedEx Corporation | Air Freight & Logistics | Governance | 09/29/2025 | Board Structure & Operation | Require Independent Board Chair | Against | For | We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director's role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company's board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company's ESG practices or business performance suggest a material deficiency in independent influence into the company's strategy and oversight. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Sysco Corporation | Consumer Staples Distribution & Retail | Governance | 11/14/2025 | Board Structure & Operation | Adopt Mandatory Policy Separating the Roles of CEO and 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. |
| Tesla, Inc. | Automobiles | Governance | 11/06/2025 | Business ethics, transparency and accountability | Amend the Bylaws To Repeal 3% Derivative Suit 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. | 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. |
| Keysight Technologies, Inc. | Electronic Equipment, Instruments & Components | Governance | 03/20/2025 | 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. |
| Agilent Technologies, Inc. | Life Sciences Tools & Services | Governance | 03/13/2025 | 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. |
| IDEXX Laboratories, Inc. | Health Care Equipment & Supplies | Governance | 05/07/2025 | 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. |
| Universal Health Services, Inc. | Health Care Providers & Services | Governance | 05/14/2025 | 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. |
| The Charles Schwab Corporation | Capital Markets | Governance | 05/22/2025 | Board Structure & Operation | Declassify the Board of Directors | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We generally support shareholder resolutions asking that each member of the board of a publicly traded operating company stand for re-election annually. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Tesla, Inc. | Automobiles | Governance | 11/06/2025 | 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. |
| Palo Alto Networks, Inc. | Software | Governance | 12/09/2025 | 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. |
| Berkshire Hathaway Inc. | Financial Services | Governance | 05/03/2025 | Board Quality | Designate Board Committee to Oversee DEI Strategy | Against | Against | 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. |
| Berkshire Hathaway Inc. | Financial Services | Governance | 05/03/2025 | Board Quality | Establish Board Committee on Artificial Intelligence | Against | Against | 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 Coca-Cola Company | Beverages | Governance | 04/30/2025 | Board Quality | Establish a Board Committee on Improper Influence | Against | Against | 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. |
| ServiceNow, Inc. | Software | Governance | 05/22/2025 | Board Quality | Amend Bylaws Regarding Right to Cure Purported Nomination Defects | Against | Against | 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 | 04/22/2025 | Board Structure & Operation | Require More Director Nominations Than Open Seats | Against | Against | 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. |
| BlackRock, Inc. | Capital Markets | Governance | 05/15/2025 | Board Structure & Operation | Require More Director Nominations Than Open Seats | Against | Against | 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. |
| Juniper Networks, Inc. | Communications Equipment | Governance | 05/28/2025 | Board Structure & Operation | Require More Director Nominations Than Open Seats | Against | Against | 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. |
| Visa Inc. | Financial Services | Governance | 01/28/2025 | Shareholder Rights | Amend Bylaws to Adopt a New Director Election Resignation Governance Guideline | 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. 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. Boards that have not added new members for several years may become complacent and can pose risks to long-term performance and effective oversight of management. Additionally, many international governance codes view excessive director tenure as a factor that could compromise independence. Although we generally do not support arbitrary limits on the length of director service, we believe boards a formal director retirement or tenure policy can contribute to board stability, vitality and renewal. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Jabil Inc. | Electronic Equipment, Instruments & Components | Governance | 01/23/2025 | Shareholder Rights | Amend Bylaws to Adopt a New Director Election Resignation Governance Guideline | 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. 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. Boards that have not added new members for several years may become complacent and can pose risks to long-term performance and effective oversight of management. Additionally, many international governance codes view excessive director tenure as a factor that could compromise independence. Although we generally do not support arbitrary limits on the length of director service, we believe boards a formal director retirement or tenure policy can contribute to board stability, vitality and renewal. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| W. R. Berkley Corporation | Insurance | Governance | 06/11/2025 | Shareholder Rights | Adopt Director Resignation Guideline | 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. 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. Boards that have not added new members for several years may become complacent and can pose risks to long-term performance and effective oversight of management. Additionally, many international governance codes view excessive director tenure as a factor that could compromise independence. Although we generally do not support arbitrary limits on the length of director service, we believe boards a formal director retirement or tenure policy can contribute to board stability, vitality and renewal. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| eBay Inc. | Broadline Retail | Governance | 06/25/2025 | Shareholder Rights | Amend Bylaws to Adopt a New Director Election Resignation Governance Guideline | 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. 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. Boards that have not added new members for several years may become complacent and can pose risks to long-term performance and effective oversight of management. Additionally, many international governance codes view excessive director tenure as a factor that could compromise independence. Although we generally do not support arbitrary limits on the length of director service, we believe boards a formal director retirement or tenure policy can contribute to board stability, vitality and renewal. | Support for the proposal is not warranted on the basis that 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 | 06/25/2025 | Shareholder Rights | Amend Bylaws to Adopt a New Director Election Resignation Governance Guideline | 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. 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. Boards that have not added new members for several years may become complacent and can pose risks to long-term performance and effective oversight of management. Additionally, many international governance codes view excessive director tenure as a factor that could compromise independence. Although we generally do not support arbitrary limits on the length of director service, we believe boards a formal director retirement or tenure policy can contribute to board stability, vitality and renewal. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Tesla, Inc. | Automobiles | Governance | 11/06/2025 | Shareholder Rights | Amend Bylaws | 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. 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. Boards that have not added new members for several years may become complacent and can pose risks to long-term performance and effective oversight of management. Additionally, many international governance codes view excessive director tenure as a factor that could compromise independence. Although we generally do not support arbitrary limits on the length of director service, we believe boards a formal director retirement or tenure policy can contribute to board stability, vitality and renewal. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Tesla, Inc. | Automobiles | Governance | 11/06/2025 | Shareholder Rights | Require Shareholder Approval of Bylaw Amendments Adopted by the Board of Directors | 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. 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. Boards that have not added new members for several years may become complacent and can pose risks to long-term performance and effective oversight of management. Additionally, many international governance codes view excessive director tenure as a factor that could compromise independence. Although we generally do not support arbitrary limits on the length of director service, we believe boards a formal director retirement or tenure policy can contribute to board stability, vitality and renewal. | 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. |
| IQVIA Holdings Inc. | Life Sciences Tools & Services | Governance | 04/24/2025 | 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. |
| Texas Instruments Incorporated | Semiconductors & Semiconductor Equipment | Governance | 04/17/2025 | 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. |
| Revvity, Inc. | Life Sciences Tools & Services | Governance | 04/22/2025 | 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. |
| DTE Energy Company | Multi-Utilities | Governance | 05/08/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Steel Dynamics, Inc. | Metals & Mining | Governance | 04/25/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| FMC Corporation | Chemicals | Governance | 04/29/2025 | 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 the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Domino's Pizza, Inc. | Hotels, Restaurants & Leisure | Governance | 04/23/2025 | Shareholder Rights | Provide Right to Call a Special Meeting at a 15 Percent Ownership Threshold | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Teledyne Technologies Incorporated | Electronic Equipment, Instruments & Components | Governance | 04/23/2025 | Shareholder Rights | Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is 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 Cigna Group | Health Care Providers & Services | Governance | 04/23/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Molina Healthcare, Inc. | Health Care Providers & Services | Governance | 04/30/2025 | Shareholder Rights | Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is 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. |
| NVR, Inc. | Household Durables | Governance | 05/06/2025 | 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. |
| BorgWarner Inc. | Automobile Components | Governance | 04/30/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Church & Dwight Co., Inc. | Household Products | Governance | 05/01/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| CMS Energy Corporation | Multi-Utilities | Governance | 05/02/2025 | 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. |
| LKQ Corporation | Distributors | Governance | 05/07/2025 | Shareholder Rights | Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold | 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 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. |
| Archer-Daniels-Midland Company | Food Products | Governance | 05/08/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Advanced Micro Devices, Inc. | Semiconductors & Semiconductor Equipment | Governance | 05/14/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Teleflex Incorporated | Health Care Equipment & Supplies | Governance | 05/09/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Prologis, Inc. | Industrial REITs | Governance | 05/08/2025 | 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. |
| NiSource Inc. | Multi-Utilities | Governance | 05/12/2025 | 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. |
| Xylem Inc. | Machinery | Governance | 05/13/2025 | 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. |
| Akamai Technologies, Inc. | IT Services | Governance | 05/14/2025 | 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. |
| Quest Diagnostics Incorporated | Health Care Providers & Services | Governance | 05/15/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Amphenol Corporation | Electronic Equipment, Instruments & Components | Governance | 05/15/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Verisk Analytics, Inc. | Professional Services | Governance | 05/20/2025 | 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 the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| ServiceNow, Inc. | Software | Governance | 05/22/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| First Solar, Inc. | Semiconductors & Semiconductor Equipment | Governance | 05/14/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Align Technology, Inc. | Health Care Equipment & Supplies | Governance | 05/21/2025 | 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 the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Thermo Fisher Scientific Inc. | Life Sciences Tools & Services | Governance | 05/21/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Pinnacle West Capital Corporation | Electric Utilities | Governance | 05/21/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Assurant, Inc. | Insurance | Governance | 05/21/2025 | 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 the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Dollar General Corporation | Consumer Staples Distribution & Retail | Governance | 05/29/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Zoetis Inc. | Pharmaceuticals | Governance | 05/21/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Chevron Corporation | Oil, Gas & Consumable Fuels | Governance | 05/28/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Hartford Insurance Group, Inc. | Insurance | Governance | 05/21/2025 | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| United Airlines Holdings, Inc. | Passenger Airlines | Governance | 05/21/2025 | 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 | 06/05/2025 | 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. |
| Cognizant Technology Solutions Corporation | IT Services | Governance | 06/03/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Fortive Corporation | Machinery | Governance | 06/03/2025 | 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. |
| PayPal Holdings, Inc. | Financial Services | Governance | 06/05/2025 | 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 governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Booking Holdings Inc. | Hotels, Restaurants & Leisure | Governance | 06/03/2025 | 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. |
| Devon Energy Corporation. | Oil, Gas & Consumable Fuels | Governance | 06/04/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| MarketAxess Holdings Inc. | Capital Markets | Governance | 06/04/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Monolithic Power Systems, Inc. | Semiconductors & Semiconductor Equipment | Governance | 06/12/2025 | 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. |
| eBay Inc. | Broadline Retail | Governance | 06/25/2025 | 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 governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| CarMax, Inc. | Specialty Retail | Governance | 06/24/2025 | 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. |
| NVIDIA Corporation | Semiconductors & Semiconductor Equipment | Governance | 06/25/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Qorvo, Inc. | Semiconductors & Semiconductor Equipment | Governance | 08/13/2025 | 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. |
| NetApp, Inc. | Technology Hardware, Storage & Peripherals | Governance | 09/10/2025 | Shareholder Rights | Amend Right to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Cintas Corporation | Commercial Services & Supplies | Governance | 10/28/2025 | Shareholder Rights | Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is 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. |
| Lam Research Corporation | Semiconductors & Semiconductor Equipment | Governance | 11/04/2025 | 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. |
| Jack Henry & Associates, Inc. | Financial Services | Governance | 11/12/2025 | 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 governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| United Rentals, Inc. | Trading Companies & Distributors | Governance | 05/08/2025 | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Request Action by Written Consent | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Intel Corporation | Semiconductors & Semiconductor Equipment | Governance | 05/06/2025 | 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. |
| CVS Health Corporation | Health Care Providers & Services | Governance | 05/15/2025 | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Request Action by Written Consent | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| CDW Corporation | Electronic Equipment, Instruments & Components | Governance | 05/20/2025 | 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. |
| Equinix, Inc. | Specialized REITs | Governance | 05/21/2025 | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Request Action by Written Consent to 10% | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| VeriSign, Inc. | IT Services | Governance | 05/22/2025 | 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. |
| Delta Air Lines, Inc. | Passenger Airlines | Governance | 06/19/2025 | 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. |
| Alphabet Inc. | Interactive Media & Services | Governance | 06/06/2025 | 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. |
| ANSYS, Inc. | Software | Governance | 06/27/2025 | 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. |
| Best Buy Co., Inc. | Specialty Retail | Governance | 06/13/2025 | 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. |
| Tyson Foods, Inc. | Food Products | Governance | 02/06/2025 | Shareholder Rights | Disclosure of Voting Results Based on Class of Shares | Against | For | Shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or "super" voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Meta Platforms, Inc. | Interactive Media & Services | Governance | 05/28/2025 | Shareholder Rights | Disclosure of Voting Results Based on Class of Shares | Against | For | 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. |
| Airbnb, Inc. | Hotels, Restaurants & Leisure | Governance | 06/04/2025 | Shareholder Rights | Disclosure of Voting Results Based on Class of Shares | Against | For | 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 disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Hologic Inc. | Health Care Equipment & Supplies | Governance | 02/26/2025 | 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. |
| Regions Financial Corporation | Banks | Governance | 04/16/2025 | 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. |
| Duke Energy Corporation | Electric Utilities | Governance | 05/01/2025 | 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. |
| Marathon Petroleum Corporation | Oil, Gas & Consumable Fuels | Governance | 04/30/2025 | 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. |
| Boston Scientific Corporation | Health Care Equipment & Supplies | Governance | 05/01/2025 | 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. |
| AbbVie Inc. | Biotechnology | Governance | 05/09/2025 | 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. |
| Celanese Corporation | Chemicals | Governance | 05/14/2025 | 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 the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Albemarle Corporation | Chemicals | Governance | 05/06/2025 | 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. |
| WEC Energy Group, Inc. | Multi-Utilities | Governance | 05/08/2025 | 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. |
| Skyworks Solutions, Inc. | Semiconductors & Semiconductor Equipment | Governance | 05/14/2025 | 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. |
| Alexandria Real Estate Equities, Inc. | Health Care REITs | Governance | 05/13/2025 | 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. |
| EPAM Systems, Inc. | IT Services | Governance | 05/22/2025 | 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 the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| The Southern Company | Electric Utilities | Governance | 05/21/2025 | 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 the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Tesla, Inc. | Automobiles | Governance | 11/06/2025 | Shareholder Rights | Reduce Supermajority Vote Requirement | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Fox Corporation | Media | Governance | 11/14/2025 | 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. |
| The Campbell's Company | Food Products | Governance | 11/18/2025 | 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. |
| CVS Health Corporation | Health Care Providers & Services | Governance | 05/15/2025 | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Request Action by Written Consent | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| CDW Corporation | Electronic Equipment, Instruments & Components | Governance | 05/20/2025 | 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. |
| Equinix, Inc. | Specialized REITs | Governance | 05/21/2025 | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Request Action by Written Consent to 10% | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| VeriSign, Inc. | IT Services | Governance | 05/22/2025 | 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. |
| Delta Air Lines, Inc. | Passenger Airlines | Governance | 06/19/2025 | 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. |
| Alphabet Inc. | Interactive Media & Services | Governance | 06/06/2025 | 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. |
| ANSYS, Inc. | Software | Governance | 06/27/2025 | 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. |
| Best Buy Co., Inc. | Specialty Retail | Governance | 06/13/2025 | 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. |
| Tyson Foods, Inc. | Food Products | Governance | 02/06/2025 | Shareholder Rights | Disclosure of Voting Results Based on Class of Shares | Against | For | Shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or "super" voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Meta Platforms, Inc. | Interactive Media & Services | Governance | 05/28/2025 | Shareholder Rights | Disclosure of Voting Results Based on Class of Shares | Against | For | 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. |
| Airbnb, Inc. | Hotels, Restaurants & Leisure | Governance | 06/04/2025 | Shareholder Rights | Disclosure of Voting Results Based on Class of Shares | Against | For | 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 disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Hologic Inc. | Health Care Equipment & Supplies | Governance | 02/26/2025 | 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. |
| Regions Financial Corporation | Banks | Governance | 04/16/2025 | 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. |
| Duke Energy Corporation | Electric Utilities | Governance | 05/01/2025 | 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. |
| Marathon Petroleum Corporation | Oil, Gas & Consumable Fuels | Governance | 04/30/2025 | 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. |
| Boston Scientific Corporation | Health Care Equipment & Supplies | Governance | 05/01/2025 | 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. |
| AbbVie Inc. | Biotechnology | Governance | 05/09/2025 | 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. |
| Celanese Corporation | Chemicals | Governance | 05/14/2025 | 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 the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Albemarle Corporation | Chemicals | Governance | 05/06/2025 | 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. |
| WEC Energy Group, Inc. | Multi-Utilities | Governance | 05/08/2025 | 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. |
| Skyworks Solutions, Inc. | Semiconductors & Semiconductor Equipment | Governance | 05/14/2025 | 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. |
| Alexandria Real Estate Equities, Inc. | Health Care REITs | Governance | 05/13/2025 | 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. |
| EPAM Systems, Inc. | IT Services | Governance | 05/22/2025 | 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 the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| The Southern Company | Electric Utilities | Governance | 05/21/2025 | 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 the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Tesla, Inc. | Automobiles | Governance | 11/06/2025 | Shareholder Rights | Reduce Supermajority Vote Requirement | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Fox Corporation | Media | Governance | 11/14/2025 | 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. |
| The Campbell's Company | Food Products | Governance | 11/18/2025 | 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. |
| United Parcel Service, Inc. | Air Freight & Logistics | Governance | 05/08/2025 | Shareholder Rights | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Against | For | Shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or "super" voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Meta Platforms, Inc. | Interactive Media & Services | Governance | 05/28/2025 | Shareholder Rights | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Against | For | 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 | 06/06/2025 | Shareholder Rights | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Against | For | 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. |
| Jabil Inc. | Electronic Equipment, Instruments & Components | Governance | 01/23/2025 | 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. |
| Synopsys, Inc. | Software | Governance | 04/10/2025 | 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. |
| Adobe Inc. | Software | Governance | 04/22/2025 | 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. |
| Moody's Corporation | Capital Markets | Governance | 04/15/2025 | 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. |
| PPG Industries, Inc. | Chemicals | Governance | 04/17/2025 | 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. |
| Avery Dennison Corporation | Containers & Packaging | Governance | 04/24/2025 | 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. |
| Johnson & Johnson | Pharmaceuticals | Governance | 04/24/2025 | 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. |
| Pfizer Inc. | Pharmaceuticals | Governance | 04/24/2025 | 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 current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| GE Aerospace | Aerospace & Defense | Governance | 05/06/2025 | 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. |
| Intuitive Surgical, Inc. | Health Care Equipment & Supplies | Governance | 05/01/2025 | 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 current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| HCA Healthcare, Inc. | Health Care Providers & Services | Governance | 04/24/2025 | 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 not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Edison International | Electric Utilities | Governance | 04/24/2025 | 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. |
| Citigroup Inc. | Banks | Governance | 04/29/2025 | 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. |
| PACCAR Inc | Machinery | Governance | 04/29/2025 | Executive Compensation | Submit Severance Agreement 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. |
| Illinois Tool Works Inc. | Machinery | Governance | 05/02/2025 | Executive Compensation | Submit Severance Agreement 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. |
| CF Industries Holdings, Inc. | Chemicals | Governance | 05/06/2025 | Executive Compensation | Submit Severance Agreement 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. |
| T. Rowe Price Group, Inc. | Capital Markets | Governance | 05/08/2025 | Executive Compensation | Submit Severance Agreement 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. |
| Bio-Rad Laboratories, Inc. | Life Sciences Tools & Services | Governance | 04/22/2025 | Executive Compensation | Submit Severance Agreement 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. |
| Lockheed Martin Corporation | Aerospace & Defense | Governance | 05/09/2025 | 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. |
| Capital One Financial Corporation | Consumer Finance | Governance | 05/08/2025 | Executive Compensation | Submit Severance Agreement 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. |
| Vertex Pharmaceuticals Incorporated | Biotechnology | Governance | 05/14/2025 | Executive Compensation | Submit Severance Agreement 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 Travelers Companies, Inc. | Insurance | Governance | 05/21/2025 | Executive Compensation | Submit Severance Agreement 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. |
| GE Healthcare Technologies, Inc. | Health Care Equipment & Supplies | Governance | 05/28/2025 | 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. |
| Diamondback Energy, Inc. | Oil, Gas & Consumable Fuels | Governance | 05/21/2025 | Executive Compensation | Submit Severance Agreement 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. |
| UnitedHealth Group Incorporated | Health Care Providers & Services | Governance | 06/02/2025 | 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. | 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.| |
| Johnson & Johnson | Pharmaceuticals | Social | 04/24/2025 | Communities | Oversee and Report Human Rights Impact Assessment | Against | Against | 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. |
| Intel Corporation | Semiconductors & Semiconductor Equipment | Social | 05/06/2025 | Communities | Report on Ethical Impact Assessment | Against | Against | 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. |
| General Dynamics Corporation | Aerospace & Defense | Social | 05/07/2025 | Communities | Report on Human Rights Impact Assessment | Against | Against | 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. |
| Merck & Co., Inc. | Pharmaceuticals | Social | 05/27/2025 | Communities | Report on a Human Rights Impact Assessment | Against | Against | 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. |
| Chevron Corporation | Oil, Gas & Consumable Fuels | Social | 05/28/2025 | Communities | Commission Third Party Assessment of Implementation of Human Rights Policy | Against | Against | 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. |
| Amazon.com, Inc. | Broadline Retail | Social | 05/21/2025 | Communities | Commission Third Party Assessment of Board Oversight of Human Rights Risks of AI | Against | Against | 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 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 | 06/06/2025 | Communities | Publish a Human Rights Impact Assessment of AI Driven Targeted Advertising | Against | For | A healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company's human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully. |
| The Kroger Co. | Consumer Staples Distribution & Retail | Social | 06/26/2025 | Communities | Report on Implementing Worker-Driven Social Responsibility Principles | Against | Against | 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. |
| Tesla, Inc. | Automobiles | Social | 11/06/2025 | Communities | Report on the Use of Child Labor in Connection with Electric Vehicles | Against | Against | 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. |
| Microsoft Corporation | Software | Social | 12/05/2025 | Communities | Human Rights Risk Assessment | Against | Against | 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. |
| Citigroup Inc. | Banks | Social | 04/29/2025 | Communities | Report on Respecting Indigenous Peoples' Rights | Against | Against | A healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company's labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Wells Fargo & Company | Banks | Social | 04/29/2025 | Communities | Report on Respecting Indigenous Peoples' Rights | Against | Against | 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. |
| Gilead Sciences, Inc. | Biotechnology | Social | 05/07/2025 | Communities | Adopt Comprehensive Human Rights Policy and Human Rights Due Diligence Process | Against | For | 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 the company's current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Mondelez International, Inc. | Food Products | Social | 05/21/2025 | Communities | Commission Third Party Assessment of Company's Commitment to Freedom of Association and Collective Bargaining | Against | Against | 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. |
| Dollar General Corporation | Consumer Staples Distribution & Retail | Social | 05/29/2025 | Communities | Adopt a Comprehensive Human Rights Policy | Against | Against | 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 current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| Digital Realty Trust, Inc. | Specialized REITs | Social | 06/06/2025 | Communities | Adopt a Policy on Human Right to Water | Against | Against | 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. |
| Mondelez International, Inc. | Food Products | Social | 05/21/2025 | Communities | Commission Third-Party Report on Effectiveness of Implementing Human Rights Policy in High Risk Areas | Against | Against | A healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company's human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Alphabet Inc. | Interactive Media & Services | Social | 06/06/2025 | Communities | Report on Due Diligence Process to Assess Human Rights Risks in High-Risk Countries | Against | Against | 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. |
| Microsoft Corporation | Software | Social | 12/05/2025 | Communities | Report on Risks of Operating in Countries with Significant Human Rights Concerns | Against | Against | 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. |
| The Kroger Co. | Consumer Staples Distribution & Retail | Social | 06/26/2025 | Customers | Report on Risks Related to Fulfilling Information Requests for Enforcing Laws Criminalizing Reproductive or Gender-affirming Health Care | Against | Against | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. Companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies should adopt policies designed for responsible and safe use of products and services to safeguard consumers as well as prevent predatory or discriminatory consumer practices. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Deere & Company | Machinery | Social | 02/26/2025 | Diversity and Inclusion | Report on a Civil Rights Audit | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company's operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on factors related to a past company or industry controversy, as it is not material to ongoing business operations or has been addressed adequately. |
| The Boeing Company | Aerospace & Defense | Social | 04/24/2025 | Diversity and Inclusion | Oversee and Report a Civil Rights Audit | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| PepsiCo, Inc. | Beverages | Social | 05/07/2025 | Diversity and Inclusion | Report on Third-Party Racial Equity Audit | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company's operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Walmart Inc. | Consumer Staples Distribution & Retail | Social | 06/05/2025 | 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. |
| Mastercard Incorporated | Financial Services | Social | 06/24/2025 | Diversity and Inclusion | Oversee and Report on a Racial Equity Audit | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company's operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted 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 | Social | 06/11/2025 | Diversity and Inclusion | Report on a Civil Rights Audit | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company's operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted on the basis that the company's current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Visa Inc. | Financial Services | Social | 01/28/2025 | Product Responsibility | 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. |
| Apple Inc. | Technology Hardware, Storage & Peripherals | Social | 02/25/2025 | Product Responsibility | Report on Ethical AI Data Acquisition and Usage | Against | Against | We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company's policies, operations or products. We believe that a company's management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Apple Inc. | Technology Hardware, Storage & Peripherals | Social | 02/25/2025 | Product Responsibility | Report on Child Safety Online | Against | Against | We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company's policies, operations or products. We believe that a company's management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| The Coca-Cola Company | Beverages | Social | 04/30/2025 | Business ethics, transparency and accountability | Report on Impacts Related to Associating Brand with Politically Divisive Events | 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 a past company or industry controversy, as it is not material to ongoing business operations or has been addressed adequately. |
| Merck & Co., Inc. | Pharmaceuticals | Social | 05/27/2025 | Business ethics, transparency and accountability | Publish 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 based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Amazon.com, Inc. | Broadline Retail | Social | 05/21/2025 | Product Responsibility | Report on Unethical Use of External Data in Development of AI Products | 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. |
| Meta Platforms, Inc. | Interactive Media & Services | Social | 05/28/2025 | Product Responsibility | Report on Hate Targeting Marginalized Communities | 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Meta Platforms, Inc. | Interactive Media & Services | Social | 05/28/2025 | Product Responsibility | 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 | 05/28/2025 | Product Responsibility | Report on Combatting Risks of Online Child Exploitation | 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 | 05/28/2025 | Product Responsibility | Report on Risks of Unethical Use of External Data to Develop AI Products | 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. |
| Meta Platforms, Inc. | Interactive Media & Services | Social | 05/28/2025 | Business ethics, transparency and accountability | Report on Investing in Bitcoin | 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. |
| Meta Platforms, Inc. | Interactive Media & Services | Social | 05/28/2025 | Product Responsibility | Report on Data Collection and Advertising Practices | Against | For | We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company's policies, operations or products. We believe that a company's management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. | Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully. |
| Walmart Inc. | Consumer Staples Distribution & Retail | Social | 06/05/2025 | Business ethics, transparency and accountability | Commission Third Party Assessment on Policies Regarding Law Enforcement Information Requests Related to Medication Use | Against | Against | We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company's policies, operations or products. We believe that a company's management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Alphabet Inc. | Interactive Media & Services | Social | 06/06/2025 | Product Responsibility | Report on Risks of Improper Use of External Data in Development of AI Products | 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. |
| Alphabet Inc. | Interactive Media & Services | Social | 06/06/2025 | Product Responsibility | Adopt Metrics 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 on the basis that the company's current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Microsoft Corporation | Software | Social | 12/05/2025 | Business ethics, transparency and accountability | Report on Risks of Microsoft's ESP being Utilized for Censorship of Legitimate Speech | 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. |
| Microsoft Corporation | Software | Social | 12/05/2025 | Business ethics, transparency and accountability | Report on Risks of Censorship in Generative Artificial Intelligence | Against | Against | We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company's policies, operations or products. We believe that a company's management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. | Support for the proposal is not warranted on the basis that the company's current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Microsoft Corporation | Software | Social | 12/05/2025 | Product Responsibility | Report on AI Data Usage Oversight | 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. |
| Microsoft Corporation | Software | Social | 12/05/2025 | Climate Change | Report on Risks of Using Artificial Intelligence and Machine Learning Tools for Oil and Gas Development and Production | 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. |
| Wells Fargo & Company | Banks | Governance | 04/29/2025 | Business ethics, transparency and accountability | Report on Congruency of Political Spending with Company Values and Priorities | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company's overall risk profile We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company's 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. |
| Lockheed Martin Corporation | Aerospace & Defense | Governance | 05/09/2025 | Business ethics, transparency and accountability | Report on Alignment of Political Activities with Company's Human Rights 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 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. | 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.| |
| Baxter International Inc. | Health Care Equipment & Supplies | Governance | 05/06/2025 | 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. |
| Berkshire Hathaway Inc. | Financial Services | Governance | 05/03/2025 | Executive Compensation | Report on Pay Disparity | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company's situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company's business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted as the outcome is not material or does not require timely resolution in terms of strategy and risk oversight. |
| Gilead Sciences, Inc. | Biotechnology | Governance | 05/07/2025 | Executive Compensation | Report on Pay Disparity | 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. |
| Tesla, Inc. | Automobiles | Governance | 11/06/2025 | 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. |
| Intuitive Surgical, Inc. | Health Care Equipment & Supplies | Governance | 05/01/2025 | Executive Compensation | Improve Executive Compensation Program | Against | Against | "Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company's situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company's business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted on the basis that the company's current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Comcast Corporation | Diversified Telecommunication Services | Governance | 06/18/2025 | 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 on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Fox Corporation | Media | Governance | 11/14/2025 | Executive Compensation | Improve Executive Compensation Program | Against | Against | "Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company's situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company's business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| PulteGroup, Inc. | Household Durables | Governance | 04/30/2025 | 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 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 AES Corporation | Independent Power & Renewable Electricity Producers | Governance | 05/09/2025 | 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. |
| S&P Global Inc. | Capital Markets | Governance | 05/07/2025 | 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. |
| Union Pacific Corporation | Ground Transportation | Governance | 05/08/2025 | 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. |
| O'Reilly Automotive, Inc. | Specialty Retail | Governance | 05/15/2025 | 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. |
| Fiserv, Inc. | Financial Services | Governance | 05/14/2025 | 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. |
| Southwest Airlines Co. | Passenger Airlines | Governance | 05/14/2025 | 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. |
| Northrop Grumman Corporation | Aerospace & Defense | Governance | 05/21/2025 | 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. |
| Alphabet Inc. | Interactive Media & Services | Governance | 06/06/2025 | Executive Compensation | Adjust Executive Compensation Metrics for Share Buybacks | 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. |
| Palo Alto Networks, Inc. | Software | Governance | 12/09/2025 | Executive Compensation | Adjust Executive Compensation Metrics for Share Buybacks | 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. |
| Walgreens Boots Alliance, Inc. | Consumer Staples Distribution & Retail | Social | 01/30/2025 | Customers | Report on Cigarette Waste | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. Companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company's goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| The Kroger Co. | Consumer Staples Distribution & Retail | Social | 06/26/2025 | Customers | Report on Educating Customers on Tobacco Waste | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. 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. |
| Yum! Brands, Inc. | Hotels, Restaurants & Leisure | Social | 05/15/2025 | Employee Health and Safety | Commission a Third Party Audit on Working Conditions | Against | For | A healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company's labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. | Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
| Amazon.com, Inc. | Broadline Retail | Social | 05/21/2025 | Employee Health and Safety | Commission Independent Audit and Report on Warehouse Working Conditions | Against | Against | 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. |
| Walmart Inc. | Consumer Staples Distribution & Retail | Social | 06/05/2025 | Employee Health and Safety | Report on Health and Safety Governance | Against | Against | 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 Coca-Cola Company | Beverages | Environmental | 04/30/2025 | Natural Resources | Report on Food Waste Management and Targets to Reduce Food Waste | Against | Against | Environmental sustainability is a critical strategic issue for businesses across sectors. How well 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. |
| PepsiCo, Inc. | Beverages | Environmental | 05/07/2025 | Natural Resources | Report on Risks Related to Biodiversity and Nature Loss | Against | Against | Environmental sustainability is a critical strategic issue for businesses across sectors. How well 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. |
| The Home Depot, Inc. | Specialty Retail | Environmental | 05/22/2025 | Natural Resources | Disclose a Biodiversity Impact and Dependency Assessment | Against | Against | Environmental sustainability is a critical strategic issue for businesses across sectors. How well 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 is 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. |
| Verizon Communications Inc. | Diversified Telecommunication Services | Environmental | 05/22/2025 | Natural Resources | Report on Potential Hazards of Lead Cables and Potential Remediation Costs | Against | Against | Environmental sustainability is a critical strategic issue for businesses across sectors. How well 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. |
| Dollar General Corporation | Consumer Staples Distribution & Retail | Environmental | 05/29/2025 | Natural Resources | Report on Food Waste Management and Targets to Reduce Food Waste | Against | Against | Environmental sustainability is a critical strategic issue for businesses across sectors. How well 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. |
| Wynn Resorts, Limited | Hotels, Restaurants & Leisure | Social | 04/30/2025 | Product Responsibility | Report on Potential Cost Savings Through Adoption of a Smokefree Policy | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. 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 follow best practice, standard reporting frameworks, which support integration of the company's ESG policies and performance into the investment process. |
| Caesars Entertainment, Inc. | Hotels, Restaurants & Leisure | Social | 06/10/2025 | Product Responsibility | Report on Potential Cost Savings Through Adoption of a Smokefree Policy | Against | For | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. 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. |
| HCA Healthcare, Inc. | Health Care Providers & Services | Social | 04/24/2025 | Customers | Amend Patient Safety and Quality of Care Committee Charter | Against | Against | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. 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 | 04/24/2025 | Customers | Report on Healthcare Consequences of Acquisition Strategy | Against | Against | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. 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. |
| Dollar General Corporation | Consumer Staples Distribution & Retail | Social | 05/29/2025 | Customers | Report on Employee Access to Timely, Quality Healthcare | Against | Against | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. 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 | 04/30/2025 | 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. 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. |
| PepsiCo, Inc. | Beverages | Social | 05/07/2025 | 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. 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. |
| Yum! Brands, Inc. | Hotels, Restaurants & Leisure | Social | 05/15/2025 | 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. Companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company's goods and services on the customers and communities it serves. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| General Mills, Inc. | Food Products | Social | 09/30/2025 | Product Responsibility | Disclose Regenerative Agriculture Practices Within 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. 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 are not aligned with this best practice reporting framework, which provides for consistent ESG data that allows for integration into the investment process. |
| The Campbell's Company | Food Products | Social | 11/18/2025 | Product Responsibility | Report on the Company's Regenerative Agriculture Program Effectiveness | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. 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. |
| QUALCOMM Incorporated | Semiconductors & Semiconductor Equipment | Environmental | 03/18/2025 | Climate Change | Report on Climate Risk in Retirement Plan Options | Against | Against | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company's long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company's business activities and products and strategies designed to reduce the company's long-term impact on the global climate. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| The Walt Disney Company | Entertainment | Environmental | 03/20/2025 | Climate Change | Report on Climate Risk in Retirement Plan Options | Against | Against | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. 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. |
| Centene Corporation | Health Care Providers & Services | Environmental | 05/13/2025 | Climate Change | Report on Climate Risk in Retirement Plan Options | Against | Against | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company's long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company's business activities and products and strategies designed to reduce the company's long-term impact on the global climate. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| The Travelers Companies, Inc. | Insurance | Environmental | 05/21/2025 | Climate Change | Report on Climate-Related Pricing and Coverage Decisions | Against | Against | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. 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 current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| The Southern Company | Electric Utilities | Environmental | 05/21/2025 | Climate Change | Disclose Assumptions Underlying Increased Reliance on Fossil Fuel-Based Energy Production | Against | Against | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. 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. |
| Lennar Corporation | Household Durables | Environmental | 04/09/2025 | Climate Change | Disclose GHG Emissions Reductions Targets for Full Value Chain | Against | For | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. 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. |
| PulteGroup, Inc. | Household Durables | Environmental | 04/30/2025 | Climate Change | Adopt GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal | Against | For | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. 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. |
| Ameren Corporation | Multi-Utilities | Environmental | 05/08/2025 | Climate Change | Disclose GHG Emissions Reductions Targets | Against | Against | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. 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. |
| Centene Corporation | Health Care Providers & Services | Environmental | 05/13/2025 | Climate Change | Report on Efforts to Reduce GHG Emissions in Alignment with Paris Agreement Goal | Against | Against | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. 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 current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| Ford Motor Company | Automobiles | Environmental | 05/08/2025 | Climate Change | Report on Efforts to Reduce GHG Emissions in Alignment with Net Zero Goals | Against | Against | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. 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. |
| Skyworks Solutions, Inc. | Semiconductors & Semiconductor Equipment | Environmental | 5/14/2025 | Climate Change | Disclose All Material Scope 3 GHG Emissions | Against | For | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. 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. |
| Alliant Energy Corporation | Electric Utilities | Environmental | 05/16/2025 | Climate Change | Disclose Third Party Assessment of GHG Emissions Alignment with Paris Agreement Goals | Against | For | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. 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. |
| PPL Corporation | Electric Utilities | Environmental | 05/16/2025 | Climate Change | Disclose Third Party Assessment of GHG Emissions Alignment with Paris Agreement Goals | Against | For | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. 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. |
| McDonald's Corporation | Hotels, Restaurants & Leisure | Environmental | 05/20/2025 | Climate Change | Disclose an Assessment of Current Climate Transition Plans | Against | Against | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. 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 current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| Amazon.com, Inc. | Broadline Retail | Environmental | 05/21/2025 | Climate Change | Disclose All Material Scope 3 Emissions | Against | Against | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. 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. |
| Amazon.com, Inc. | Broadline Retail | Environmental | 05/21/2025 | Climate Change | Report on Impact of Data Centers on Climate Commitments | Against | Against | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company's long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company's business activities and products and strategies designed to reduce the company's long-term impact on the global climate. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Meta Platforms, Inc. | Interactive Media & Services | Environmental | 05/28/2025 | Climate Change | Disclose a Climate Transition Plan Resulting in New Renewable Energy Capacity | Against | Against | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company's long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company's business activities and products and strategies designed to reduce the company's long-term impact on the global climate. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Netflix, Inc. | Entertainment | Environmental | 06/05/2025 | Climate Change | Issue a Climate Transition Plan | Against | Against | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. 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. |
| Old Dominion Freight Line, Inc. | Ground Transportation | Environmental | 05/21/2025 | Climate Change | Disclose Plans to Reduce Scope 1 and 2 GHG Emissions Aligned with Paris Agreement Goals | Against | For | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. 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. |
| General Motors Company | Automobiles | Environmental | 06/03/2025 | Climate Change | Report on Supply Chain GHG Emissions Reduction Strategies | Against | Against | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company's long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company's business activities and products and strategies designed to reduce the company's long-term impact on the global climate. | Support for the proposal is not warranted on the basis that the company's current disclosures follow best practice, standard reporting frameworks, which support integration of the company's ESG policies and performance into the investment process. |
| Alphabet Inc. | Interactive Media & Services | Environmental | 06/06/2025 | Climate Change | Report on Meeting 2030 Climate Goals | Against | Against | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. 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. |
| Best Buy Co., Inc. | Specialty Retail | Environmental | 06/13/2025 | Climate Change | Publish Climate Transition Plan | Against | Against | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. 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. |
| Darden Restaurants, Inc. | Hotels, Restaurants & Leisure | Environmental | 09/17/2025 | Climate Change | Disclose GHG Emissions Reductions Targets | Against | For | We support measures that mitigate the risks associated with climate change and provide greater market certainty regarding the transition to a sustainable, low-carbon economy. 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. |
| Starbucks Corporation | Hotels, Restaurants & Leisure | Governance | 03/12/2025 | Business ethics, transparency and accountability | Publish an Annual Carbon Emissions Congruency Report | 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 | 05/01/2025 | Business ethics, transparency and accountability | Report on Net Zero Activities | 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 | 05/03/2025 | Business ethics, transparency and accountability | Report on Costs and Benefits of 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 on the basis that the company's current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| United Parcel Service, Inc. | Air Freight & Logistics | Governance | 05/08/2025 | 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. |
| Citigroup Inc. | Banks | Governance | 04/29/2025 | Business ethics, transparency and accountability | Issue Audited 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. |
| Dominion Energy, Inc. | Multi-Utilities | Governance | 05/07/2025 | Business ethics, transparency and accountability | Consider Eliminating Non-Carbon Emitting Generation Goals in Executive Pay Incentives | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| ConocoPhillips | Oil, Gas & Consumable Fuels | Governance | 05/13/2025 | Business ethics, transparency and accountability | Remove All GHG Emissions Reduction Targets | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Chevron Corporation | Oil, Gas & Consumable Fuels | Governance | 05/28/2025 | Business ethics, transparency and accountability | Report on Risk of Reverse Stranded Assets of Investing in Renewables | 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 | Governance | 05/21/2025 | Business ethics, transparency and accountability | Report on Net Zero Activities | 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. |
| The Kraft Heinz Company | Food Products | Environmental | 05/08/2025 | Natural Resources | Report on Recyclability Claims | Against | For | Environmental sustainability is a critical strategic issue for businesses across sectors. How well a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company's initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. | Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
| The Kraft Heinz Company | Food Products | Environmental | 05/08/2025 | Natural Resources | Report on Plastic Packaging | Against | Against | Environmental sustainability is a critical strategic issue for businesses across sectors. How well a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company's initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| PepsiCo, Inc. | Beverages | Environmental | 05/07/2025 | Natural Resources | Report on Plastic Packaging | Against | For | Environmental sustainability is a critical strategic issue for businesses across sectors. How well a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company's initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. | Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
| Mondelez International, Inc. | Food Products | Environmental | 05/21/2025 | Natural Resources | Report on Sustainable Packaging Policies for Flexible Plastics | Against | For | Environmental sustainability is a critical strategic issue for businesses across sectors. How well a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company's initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. | Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
| Mondelez International, Inc. | Food Products | Environmental | 05/21/2025 | Natural Resources | Report on Recycled Content Claims of Plastic Packaging | Against | Against | Environmental sustainability is a critical strategic issue for businesses across sectors. How well a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| The Home Depot, Inc. | Specialty Retail | Environmental | 05/22/2025 | Natural Resources | Report on Efforts to Reduce Plastic Use | Against | Against | Environmental sustainability is a critical strategic issue for businesses across sectors. How well 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 is for the proposal is not warranted on the basis that the company's current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Amazon.com, Inc. | Broadline Retail | Environmental | 05/21/2025 | Natural Resources | Report on Efforts to Reduce Plastic Packaging | Against | Against | Environmental sustainability is a critical strategic issue for businesses across sectors. How well 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. |
| Walmart Inc. | Consumer Staples Distribution & Retail | Environmental | 06/05/2025 | Natural Resources | Report on Reduction of Plastic Packaging and Recyclability Claims | Against | For | Environmental sustainability is a critical strategic issue for businesses across sectors. How well 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. |
| The Procter & Gamble Company | Household Products | Environmental | 10/14/2025 | Natural Resources | Report on Efforts to Reduce Plastic Use | Against | Against | Environmental sustainability is a critical strategic issue for businesses across sectors. How well 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. |
| Bank of America Corporation | Banks | Environmental | 04/22/2025 | Climate Change | Report on Clean Energy Supply Financing Ratio | Against | For | We believe the world's climate and energy infrastructure are in transition, and transition risks present material investment risk. We understand that this is likely to be a multi-decade transition, where the precise timing is unpredictable and the most efficient means of decarbonization may not always be the most practical. Nonetheless, companies that take steps now to assess, manage and mitigate risks and develop credible strategies in response to macroeconomic, regulatory, and market forces will be better positioned to maintain and grow shareholder value over the long-term. | 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 | 04/23/2025 | Climate Change | Report on Clean Energy Supply Financing Ratio | Against | For | We believe the world's climate and energy infrastructure are in transition, and transition risks present material investment risk. We understand that this is likely to be a multi-decade transition, where the precise timing is unpredictable and the most efficient means of decarbonization may not always be the most practical. Nonetheless, companies that take steps now to assess, manage and mitigate risks and develop credible strategies in response to macroeconomic, regulatory, and market forces will be better positioned to maintain and grow shareholder value over the long-term. | 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. |
| Berkshire Hathaway Inc. | Financial Services | Environmental | 05/03/2025 | Climate Change | Report on Clean Energy Supply Financing Ratio | Against | Against | We believe the world's climate and energy infrastructure are in transition, and transition risks present material investment risk. We understand that this is likely to be a multi-decade transition, where the precise timing is unpredictable and the most efficient means of decarbonization may not always be the most practical. Nonetheless, companies that take steps now to assess, manage and mitigate risks and develop credible strategies in response to macroeconomic, regulatory, and market forces will be better positioned to maintain and grow shareholder value over the long-term. | 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. |
| Wells Fargo & Company | Banks | Environmental | 04/29/2025 | Climate Change | Report Annually on Energy Supply Ratio | Against | For | We believe the world's climate and energy infrastructure are in transition, and transition risks present material investment risk. We understand that this is likely to be a multi-decade transition, where the precise timing is unpredictable and the most efficient means of decarbonization may not always be the most practical. Nonetheless, companies that take steps now to assess, manage and mitigate risks and develop credible strategies in response to macroeconomic, regulatory, and market forces will be better positioned to maintain and grow shareholder value over the long-term. | 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 | 05/15/2025 | Climate Change | Report on GHG Emissions Associated with Underwriting, Insuring, and Investment Activities | Against | Against | We believe the world's climate and energy infrastructure are in transition, and transition risks present material investment risk. We understand that this is likely to be a multi-decade transition, where the precise timing is unpredictable and the most efficient means of decarbonization may not always be the most practical. Nonetheless, companies that take steps now to assess, manage and mitigate risks and develop credible strategies in response to macroeconomic, regulatory, and market forces will be better positioned to maintain and grow shareholder value over the long-term. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Morgan Stanley | Capital Markets | Environmental | 05/15/2025 | Climate Change | Report Annually on Energy Supply Ratio | Against | For | We believe the world's climate and energy infrastructure are in transition, and transition risks present material investment risk. We understand that this is likely to be a multi-decade transition, where the precise timing is unpredictable and the most efficient means of decarbonization may not always be the most practical. Nonetheless, companies that take steps now to assess, manage and mitigate risks and develop credible strategies in response to macroeconomic, regulatory, and market forces will be better positioned to maintain and grow shareholder value over the long-term. | 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. |
| Charter Communications, Inc. | Media | Governance | 04/22/2025 | 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. |
| Stryker Corporation | Health Care Equipment & Supplies | Governance | 05/08/2025 | 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. |
| Cadence Design Systems, Inc. | Software | Governance | 05/08/2025 | 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 on the basis that the company's current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Tyler Technologies, Inc. | Software | Governance | 05/06/2025 | Business ethics, transparency and accountability | Report on Political Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company's overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company's direct political contributions, including board oversight procedures. | Support for the proposal is not warranted on the basis that the company's current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Teradyne, Inc. | Semiconductors & Semiconductor Equipment | Governance | 05/09/2025 | 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. |
| Cboe Global Markets, Inc. | Capital Markets | Governance | 05/06/2025 | 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. |
| Otis Worldwide Corporation | Machinery | Governance | 05/15/2025 | 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. |
| CoStar Group, Inc. | Real Estate Management & Development | Governance | 06/26/2025 | 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. |
| Visa Inc. | Financial Services | Governance | 01/28/2025 | 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. |
| Hewlett Packard Enterprise Company | Technology Hardware, Storage & Peripherals | Governance | 04/02/2025 | 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. |
| Carrier Global Corporation | Building Products | Governance | 04/09/2025 | 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. |
| L3Harris Technologies, Inc. | Aerospace & Defense | Governance | 04/18/2025 | 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. |
| RTX Corporation | Aerospace & Defense | Governance | 05/01/2025 | 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 current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| International Business Machines Corporation | IT Services | Governance | 04/29/2025 | 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. |
| FirstEnergy Corp. | Electric Utilities | Governance | 05/21/2025 | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company's overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company's lobbying expenditures. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Alphabet Inc. | Interactive Media & Services | Governance | 06/06/2025 | Business ethics, transparency and accountability | Report on Lobbying and Child Safety Online | 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. |
| Tesla, Inc. | Automobiles | Governance | 11/06/2025 | Business ethics, transparency and accountability | Authorize Board to Invest Company Funds in xAI | None | 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. 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. Boards that have not added new members for several years may become complacent and can pose risks to long-term performance and effective oversight of management. Additionally, many international governance codes view excessive director tenure as a factor that could compromise independence. Although we generally do not support arbitrary limits on the length of director service, we believe boards a formal director retirement or tenure policy can contribute to board stability, vitality and renewal. | 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. |
| Deere & Company | Machinery | Social | 02/26/2025 | Diversity and Inclusion | Report on Effectiveness of Efforts to Create a Meritocratic Workplace | Against | For | 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 | Social | 04/09/2025 | Diversity and Inclusion | Report on Diversity Equity and Inclusion Efforts | Against | For | 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. |
| Genuine Parts Company | Distributors | Social | 04/28/2025 | Diversity and Inclusion | Report on Effectiveness of Diversity Equity and Inclusion Efforts and Metrics | Against | For | Promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company's workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Arch Capital Group Ltd. | Insurance | Social | 05/07/2025 | Diversity and Inclusion | Report on Effectiveness of Diversity, Equity, and Inclusion Efforts | Against | For | 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. |
| Elevance Health, Inc. | Health Care Providers & Services | Social | 05/14/2025 | Diversity and Inclusion | Report on Effectiveness of Diversity, Equity, and Inclusion Efforts | Against | Against | 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. |
| International Paper Company | Containers & Packaging | Social | 05/12/2025 | Diversity and Inclusion | Report on the Company's LGBTQ+ Equity and Inclusion Efforts | Against | Against | 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. |
| Netflix, Inc. | Entertainment | Social | 06/05/2025 | Diversity and Inclusion | Amend Code of Ethics to Enhance Policies on Non-Discrimination, Anti-Harassment, and Whistleblower Protection | Against | Against | 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. |
| Best Buy Co., Inc. | Specialty Retail | Social | 06/13/2025 | Diversity and Inclusion | Report on LGBTQIA+ Inclusion Efforts | Against | Against | 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 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 | Social | 06/25/2025 | Diversity and Inclusion | Enhance Workforce Data Reporting | Against | For | Promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company's workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is warranted on the basis that the company's current disclosures are not aligned with this best practice reporting framework, which provides for consistent ESG data that allows for integration into the investment process. |
| A. O. Smith Corporation | Building Products | Social | 04/08/2025 | Talent Management | Report on Company's Hiring Practices with Respect to Formerly Incarcerated People | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company's operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Wells Fargo & Company | Banks | Social | 04/29/2025 | Talent Management | Report on Prevention of Workplace Harassment and Discrimination | 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. |
| IDEX Corporation | Machinery | Social | 05/08/2025 | Talent Management | Report on Company's Hiring Practices with Respect to Formerly Incarcerated People | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company's operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Hormel Foods Corporation | Food Products | Social | 01/28/2025 | Product Responsibility | Publish Measurable Timebound Targets for Increasing Group Sow Housing in Supply Chain | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. Companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company's goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Starbucks Corporation | Hotels, Restaurants & Leisure | Social | 03/12/2025 | Product Responsibility | Report on Cage Free Egg Commitment in China and Japan | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. 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. |
| Bank of America Corporation | Banks | Social | 04/22/2025 | Product Responsibility | Report on Board Oversight of Material Risks Related to 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. 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 | Social | 04/29/2025 | 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. 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. |
| Charles River Laboratories International, Inc. | Life Sciences Tools & Services | Social | 05/20/2025 | 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. 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. |
| Visa Inc. | Financial Services | Governance | 01/28/2025 | 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. |
| Costco Wholesale Corporation | Consumer Staples Distribution & Retail | Governance | 01/23/2025 | Business ethics, transparency and accountability | Report on Risks of Maintaining 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. |
| Deere & Company | Machinery | Governance | 02/26/2025 | Business ethics, transparency and accountability | Report on Statistical Differences in Hiring Across Race and Gender | 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. | Despite the potential concerns of the company not being fully aligned with the best practices as expressed by the RI policy, there are specific circumstances that justify alignment with the company recommendation. |
| Deere & Company | Machinery | Governance | 02/26/2025 | 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 as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Deere & Company | Machinery | Governance | 02/26/2025 | Business ethics, transparency and accountability | Report on Discrimination in Charitable Contributions | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Apple Inc. | Technology Hardware, Storage & Peripherals | Governance | 02/25/2025 | Business ethics, transparency and accountability | Consider Abolishing DEI Policies, Programs, Departments, and Goals | 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. |
| Apple Inc. | Technology Hardware, Storage & Peripherals | Governance | 02/25/2025 | Business ethics, transparency and accountability | Report on Discrimination in Charitable Contributions | 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 Walt Disney Company | Entertainment | Governance | 03/20/2025 | Business ethics, transparency and accountability | Reconsider Participation in Human Rights Campaign's Corporate Equality Index | 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 Walt Disney Company | Entertainment | Governance | 03/20/2025 | Business ethics, transparency and accountability | Report on Risks of Discriminating Based on Religious and Political Views | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Starbucks Corporation | Hotels, Restaurants & Leisure | Governance | 03/12/2025 | Business ethics, transparency and accountability | Report on Discrimination in Charitable Contributions | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Starbucks Corporation | Hotels, Restaurants & Leisure | Governance | 03/12/2025 | Business ethics, transparency and accountability | Report on Human Rights Risks Related to Labor Organizing | 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 | Governance | 04/24/2025 | 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. |
| International Business Machines Corporation | IT Services | Governance | 04/29/2025 | Business ethics, transparency and accountability | Report on Risks of Discriminating Based on Religious and Political Views | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Pfizer Inc. | Pharmaceuticals | Governance | 04/24/2025 | Business ethics, transparency and accountability | Report on Risks Related to Discrimination Against Individuals Including Religious/Political Views | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| American Express Company | Consumer Finance | Governance | 04/29/2025 | Business ethics, transparency and accountability | Revisit Pay Incentives for Diversity, Equity, and Inclusion Goals | 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. |
| American Express Company | Consumer Finance | Governance | 04/29/2025 | Business ethics, transparency and accountability | Report on Risks Related to Discrimination Against Individuals Including Religious/Political Views | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| The Goldman Sachs Group, Inc. | Capital Markets | Governance | 04/23/2025 | Business ethics, transparency and accountability | Consider Abolishing DEI Goals from Compensation Inducements | 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 | 04/23/2025 | Business ethics, transparency and accountability | Conduct and Report a Third-Party Racial Equity Audit on Risks Related to Race-based Initiatives | 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 | 05/03/2025 | 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. |
| Berkshire Hathaway Inc. | Financial Services | Governance | 05/03/2025 | Business ethics, transparency and accountability | Conduct and Report a Third-Party Racial Equity Audit on Risks Related to Race-based Initiatives | 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 Coca-Cola Company | Beverages | Governance | 04/30/2025 | Business ethics, transparency and accountability | Consider Abolishing DEI Goals from Compensation Inducements | 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 Coca-Cola Company | Beverages | Governance | 04/30/2025 | Business ethics, transparency and accountability | Report on Risks Related to Discrimination Against Individuals Including Religious/Political Views | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Colgate-Palmolive Company | Household Products | Governance | 05/09/2025 | Business ethics, transparency and accountability | Revisit Plastic Packaging 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. |
| Bristol-Myers Squibb Company | Pharmaceuticals | Governance | 05/06/2025 | 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 company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Bristol-Myers Squibb Company | Pharmaceuticals | Governance | 05/06/2025 | Business ethics, transparency and accountability | Consider Abolishing DEI Goals | 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. |
| Intel Corporation | Semiconductors & Semiconductor Equipment | Governance | 05/06/2025 | Business ethics, transparency and accountability | Report on Discrimination in Charitable Contributions | 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. |
| Gilead Sciences, Inc. | Biotechnology | Governance | 05/07/2025 | Business ethics, transparency and accountability | Report on the Risks of DEI Practices for Contractors | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Yum! Brands, Inc. | Hotels, Restaurants & Leisure | Governance | 05/15/2025 | Business ethics, transparency and accountability | Report on Risks Related to Religious Discrimination Against Employees | 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. |
| BlackRock, Inc. | Capital Markets | Governance | 05/15/2025 | Business ethics, transparency and accountability | Report on Risks of Stakeholder Capitalism | 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. |
| Verizon Communications Inc. | Diversified Telecommunication Services | Governance | 05/22/2025 | Business ethics, transparency and accountability | Report on Risks Related to Discrimination Against Ad Buyers and Sellers Based on Religious/Political Views | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| McDonald's Corporation | Hotels, Restaurants & Leisure | Governance | 05/20/2025 | Business ethics, transparency and accountability | Report on Risks of Discriminating Against Ad Buyers and Sellers Based on Religious/Political Views | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| McDonald's Corporation | Hotels, Restaurants & Leisure | Governance | 05/20/2025 | Business ethics, transparency and accountability | Consider Eliminating DEI Goals from Compensation Plan Incentives | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Merck & Co., Inc. | Pharmaceuticals | Governance | 05/27/2025 | Business ethics, transparency and accountability | Consider Eliminating DEI Goals from Compensation Plan Incentives | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Merck & Co., Inc. | Pharmaceuticals | Governance | 05/27/2025 | Business ethics, transparency and accountability | Report on Risks of Discriminating Against Ad Buyers and Sellers Based on Religious/Political Views | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Amazon.com, Inc. | Broadline Retail | Governance | 05/21/2025 | Business ethics, transparency and accountability | Report on Risks of Discrimination Against Ad Buyers and Sellers Based on Religious/Political Views | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
| The Southern Company | Electric Utilities | Governance | 05/21/2025 | 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. |
| Netflix, Inc. | Entertainment | Governance | 06/05/2025 | Business ethics, transparency and accountability | Report on Discrimination Risks of Affirmative Action Initiatives | 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 | Governance | 06/05/2025 | Business ethics, transparency and accountability | Report on Discrimination in Charitable Giving | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| PayPal Holdings, Inc. | Financial Services | Governance | 06/05/2025 | Business ethics, transparency and accountability | Report on Discrimination in Charitable Contributions | 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 | Governance | 06/05/2025 | Business ethics, transparency and accountability | Revisit Plastic Packaging 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. |
| Walmart Inc. | Consumer Staples Distribution & Retail | Governance | 06/05/2025 | Business ethics, transparency and accountability | Report on Delays in Revising Diversity, Equity, and Inclusion (DEI) Initiatives | 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 | Governance | 06/05/2025 | Business ethics, transparency and accountability | Report on Risks of Discriminating Based on Religious and Political Views | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Alphabet Inc. | Interactive Media & Services | Governance | 06/06/2025 | Business ethics, transparency and accountability | Report on Discrimination in Charitable Contributions | 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 | 06/06/2025 | Business ethics, transparency and accountability | Consider Ending Participation in Human Rights Campaign's Corporate Equality Index | 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 | 06/06/2025 | Business ethics, transparency and accountability | Report on Risks of Discrimination in GenAI | 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. |
| Mastercard Incorporated | Financial Services | Governance | 06/24/2025 | Business ethics, transparency and accountability | Report on Discrimination Risks of Affirmative Action Initiatives | 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. |
| Target Corporation | Consumer Staples Distribution & Retail | Governance | 06/11/2025 | Business ethics, transparency and accountability | Report on Discrimination Risks of Affirmative Action Initiatives | 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. |
| American Airlines Group Inc. | Passenger Airlines | Governance | 06/11/2025 | Business ethics, transparency and accountability | Consider Ending Participation in Human Rights Campaign's Corporate Equality Index | 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. |
| lululemon athletica inc. | Textiles, Apparel & Luxury Goods | Governance | 06/11/2025 | Business ethics, transparency and accountability | Report on Discrimination in Charitable Contributions | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Caterpillar, Inc. | Machinery | Governance | 06/11/2025 | Business ethics, transparency and accountability | Report on Religious Discrimination in Charitable Contributions | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Caterpillar, Inc. | Machinery | Governance | 06/11/2025 | Business ethics, transparency and accountability | Consider Abolishing DEI Policies, Departments, and Goals | 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. |
| Best Buy Co., Inc. | Specialty Retail | Governance | 06/13/2025 | Business ethics, transparency and accountability | Consider Ending Participation in Human Rights Campaign Corporate Equality Index | 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. |
| Paramount Global | Media | Governance | 07/02/2025 | Business ethics, transparency and accountability | Report on Potential Risks with Omitting Viewpoint and Ideology from EEO Policy | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted as the outcome is not material or does not require timely resolution in terms of strategy and risk oversight. |
| Cisco Systems, Inc. | Communications Equipment | Governance | 12/16/2025 | Business ethics, transparency and accountability | Assess and Report on Positive Financial Value of Company's Inclusion Programs | Against | Against | We believe that robust shareholder rights are the foundation of a company's overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| U.S. Bancorp | Banks | Social | 04/15/2025 | Product Responsibility | 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 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 | Environmental | 04/22/2025 | 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. |
| Mondelez International, Inc. | Food Products | Environmental | 05/21/2025 | 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. |
| Verizon Communications Inc. | Diversified Telecommunication Services | Environmental | 05/22/2025 | 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. |
| Linde Plc | Chemicals | Environmental | 07/29/2025 | 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. |
| State Street Corporation | Capital Markets | Environmental | 05/14/2025 | 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. |
| JPMorgan Chase & Co. | Banks | Environmental | 05/20/2025 | Climate Change | Report on Social Impacts of Climate Transition Finance | 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 current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
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