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Key proxy vote rationales for 2022-2023

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

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COMPANY NAME INDUSTRY ESG CATEGORY MEETING DATE NUVEEN SHAREHOLDER PROPOSAL CATEGORY PROPOSAL TEXT MANAGEMENT RECOMMENDATION VOTE INSTRUCTION ISSUE VOTING PRINCIPLE VOTE RATIONALE
McKesson Corporation Health Care Providers & Services Governance 7/22/2022 Executive Compensation Adopt Policy on 10b5-1 Plans Against For Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
McKesson Corporation Health Care Providers & Services Governance 7/22/2022 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Electronic Arts Inc. Entertainment Governance 8/11/2022 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
NIKE, Inc. Textiles, Apparel & Luxury Goods Governance 9/9/2022 Business ethics, transparency and accountability Adopt a Policy on China Sourcing Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
NetApp, Inc. Technology Hardware, Storage & Peripherals Governance 9/9/2022 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
NortonLifeLock Inc. Software Governance 9/13/2022 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
FedEx Corporation Air Freight & Logistics Environmental 9/19/2022 Climate Change Report on Climate Lobbying Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
FedEx Corporation Air Freight & Logistics Governance 9/19/2022 Business ethics, transparency and accountability Report on Racism in Corporate Culture Against For We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
FedEx Corporation Air Freight & Logistics Governance 9/19/2022 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
FedEx Corporation Air Freight & Logistics Governance 9/19/2022 Business ethics, transparency and accountability Report on Alignment Between Company Values and Electioneering Contributions Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully.
FedEx Corporation Air Freight & Logistics Governance 9/19/2022 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Conagra Brands, Inc. Food Products Governance 9/21/2022 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
General Mills, Inc. Food Products Environmental 9/27/2022 Natural Resources Report on Absolute Plastic Packaging Use Reduction Against For Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
General Mills, Inc. Food Products Governance 9/27/2022 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Cintas Corporation Commercial Services & Supplies Governance 10/25/2022 Business ethics, transparency and accountability Report on Political Contributions Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Cintas Corporation Commercial Services & Supplies Governance 10/25/2022 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
KLA Corporation Semiconductors & Semiconductor Equipment Environmental 11/2/2022 Climate Change Report on GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Fox Corporation Media Governance 11/3/2022 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
News Corporation Media Governance 11/15/2022 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Sysco Corporation Food & Staples Retailing Environmental 11/18/2022 Natural Resources Report on Efforts to Reduce Plastic Use None For Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Sysco Corporation Food & Staples Retailing Social 11/18/2022 Communities Commission Third Party Report Assessing Company's Supply Chain Risks Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Sysco Corporation Food & Staples Retailing Social 11/18/2022 Diversity and Inclusion Report on Third-Party Civil Rights Audit Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Campbell Soup Company Food Products Environmental 11/30/2022 Climate Change Assess and Report on the Company's Retirement Funds' Management of Systemic Climate Risk Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Campbell Soup Company Food Products Social 11/30/2022 Product Responsibility Report on Supply Chain Practices Against For Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully.
Cisco Systems, Inc. Communications Equipment Governance 12/8/2022 Business ethics, transparency and accountability Report on Tax Transparency Set Forth in the Global Reporting Initiative's Tax Standard Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Viatris Inc. Pharmaceuticals Governance 12/9/2022 Board Structure & Operation Require Independent Board Chair Against For We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Microsoft Corporation Software Governance 12/13/2022 Business ethics, transparency and accountability Report on Tax Transparency Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Microsoft Corporation Software Social 12/13/2022 Product Responsibility Report on Development of Products for Military Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Microsoft Corporation Software Social 12/13/2022 Customers Report on Government Use of Microsoft Technology Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies should adopt policies designed for responsible and safe use of products and services to safeguard consumers as well as prevent predatory or discriminatory consumer practices. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Microsoft Corporation Software Environmental 12/13/2022 Climate Change Assess and Report on the Company's Retirement Funds' Management of Systemic Climate Risk Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Microsoft Corporation Software Social 12/13/2022 Talent Management Report on Hiring of Persons with Arrest or Incarceration Records Against Against We believe that talent management encompasses broader elements related to engaging and developing employees for strategic and long term alignment with corporate goals and culture. Employee satisfaction, engagement, and professional development are important factors for cultivating optimal performance within a firm’s workforce and throughout its supply chain. Wages and other compensation are important contributors to satisfaction. In addition, investments in training, mentoring, incentives, knowledge-sharing and shared decision-making can bolster workforce quality and productivity outcomes, especially when implemented in combination. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Microsoft Corporation Software Governance 12/13/2022 Business ethics, transparency and accountability Report on Cost/Benefit Analysis of Diversity and Inclusion Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Costco Wholesale Corporation Food & Staples Retailing Social 1/19/2023 Customers Report on Risk Due to Restrictions on Reproductive Rights Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Visa Inc. IT Services Governance 1/24/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Becton, Dickinson and Company Health Care Equipment & Supplies Governance 1/24/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Walgreens Boots Alliance, Inc. Food & Staples Retailing Governance 1/26/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Walgreens Boots Alliance, Inc. Food & Staples Retailing Social 1/26/2023 Customers Report on Public Health Costs Due to Tobacco Product Sales and the Impact on Overall Market Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Hormel Foods Corporation Food Products Social 1/31/2023 Product Responsibility Comply with World Health Organization Guidelines on Antimicrobial Use Throughout Supply Chains Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Tyson Foods, Inc. Food Products Social 2/9/2023 Product Responsibility Comply with World Health Organization Guidelines on Antimicrobial Use Throughout Supply Chains Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Deere & Company Machinery Governance 2/22/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Applied Materials, Inc. Semiconductors & Semiconductor Equipment Governance 3/9/2023 Executive Compensation Improve Executive Compensation Program and Policy Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Applied Materials, Inc. Semiconductors & Semiconductor Equipment Governance 3/9/2023 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
AmerisourceBergen Corporation Health Care Providers & Services Governance 3/9/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Apple Inc. Technology Hardware, Storage & Peripherals Governance 3/10/2023 Shareholder Rights Amend Proxy Access Right Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Apple Inc. Technology Hardware, Storage & Peripherals Social 3/10/2023 Diversity and Inclusion Report on Median Gender/Racial Pay Gap Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Apple Inc. Technology Hardware, Storage & Peripherals Governance 3/10/2023 Business ethics, transparency and accountability Adopt a Policy Establishing an Engagement Process with Proponents to Shareholder Proposals Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Apple Inc. Technology Hardware, Storage & Peripherals Governance 3/10/2023 Business ethics, transparency and accountability Report on Operations in Communist China Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Apple Inc. Technology Hardware, Storage & Peripherals Governance 3/10/2023 Business ethics, transparency and accountability Report on Civil Rights and Non-Discrimination Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Starbucks Corporation Hotels, Restaurants & Leisure Governance 3/23/2023 Business ethics, transparency and accountability Establish Committee on Corporate Sustainability Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Starbucks Corporation Hotels, Restaurants & Leisure Social 3/23/2023 Talent Management Commission Third Party Assessment on Company's Commitment to Freedom of Association and Collective Bargaining Rights Against For We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully.
Starbucks Corporation Hotels, Restaurants & Leisure Governance 3/23/2023 Business ethics, transparency and accountability Report on Operations in Communist China Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Starbucks Corporation Hotels, Restaurants & Leisure Governance 3/23/2023 Executive Compensation Adopt Policy on Succession Planning Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Starbucks Corporation Hotels, Restaurants & Leisure Social 3/23/2023 Product Responsibility Report on Plant-Based Milk Pricing Against Against Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The Walt Disney Company Entertainment Governance 4/3/2023 Business ethics, transparency and accountability Report on Political Expenditures Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
The Walt Disney Company Entertainment Governance 4/3/2023 Business ethics, transparency and accountability Report on Charitable Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
The Walt Disney Company Entertainment Governance 4/3/2023 Business ethics, transparency and accountability Report on Risks Related to Operations in China Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Hewlett Packard Enterprise Company Technology Hardware, Storage & Peripherals Governance 4/5/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
A. O. Smith Corporation Building Products Governance 4/11/2023 Business ethics, transparency and accountability Report on Whether Company Policies Reinforce Racism in Company Culture Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Synopsys, Inc. Software Governance 4/12/2023 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Bank of New York Mellon Corporation Capital Markets Governance 4/12/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Lennar Corporation Household Durables Governance 4/12/2023 Shareholder Rights Approve Recapitalization Plan for all Stock to Have One-vote per Share Against For We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Dow Inc. Chemicals Environmental 4/13/2023 Natural Resources Commission Audited Report on Reduced Plastics Demand Against For Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Dow Inc. Chemicals Governance 4/13/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
IQVIA Holdings Inc. Life Sciences Tools & Services Governance 4/18/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
IQVIA Holdings Inc. Life Sciences Tools & Services Governance 4/18/2023 Shareholder Rights Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Boeing Company Aerospace & Defense Social 4/18/2023 Diversity and Inclusion Report on Median Gender/Racial Pay Gap Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
The Boeing Company Aerospace & Defense Environmental 4/18/2023 Climate Change Report on Climate Lobbying Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The Boeing Company Aerospace & Defense Governance 4/18/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The Boeing Company Aerospace & Defense Governance 4/18/2023 Business ethics, transparency and accountability Report on Risks Related to Operations in China Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
HCA Healthcare, Inc. Health Care Providers & Services Governance 4/19/2023 Board Quality Amend Charter of Patient Safety and Quality of Care Committee Against For We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
HCA Healthcare, Inc. Health Care Providers & Services Governance 4/19/2023 Business ethics, transparency and accountability Report on Political Contributions and Expenditures Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Carrier Global Corporation Building Products Governance 4/20/2023 Board Structure & Operation Require Independent Board Chairman Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Adobe Inc. Software Social 4/20/2023 Talent Management Report on Hiring of Persons with Arrest or Incarceration Records Against Against We believe that talent management encompasses broader elements related to engaging and developing employees for strategic and long term alignment with corporate goals and culture. Employee satisfaction, engagement, and professional development are important factors for cultivating optimal performance within a firm’s workforce and throughout its supply chain. Wages and other compensation are important contributors to satisfaction. In addition, investments in training, mentoring, incentives, knowledge-sharing and shared decision-making can bolster workforce quality and productivity outcomes, especially when implemented in combination. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
The AES Corporation Independent Power & Renewable Electricity Producers Governance 4/20/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
PPG Industries, Inc. Chemicals Governance 4/20/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
CenterPoint Energy, Inc. Multi-Utilities Environmental 4/21/2023 Climate Change Disclose Scope 3 Emissions and Setting Scope 3 Emission Targets Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
Stanley Black & Decker, Inc. Machinery Governance 4/21/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
L3Harris Technologies, Inc. Aerospace & Defense Governance 4/21/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
HP Inc. Technology Hardware, Storage & Peripherals Governance 4/24/2023 Shareholder Rights Provide Right to Act by Written Consent Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Charter Communications, Inc. Media Governance 4/25/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The Coca-Cola Company Beverages Social 4/25/2023 Customers Report on Risk Due to Restrictions on Reproductive Rights Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
The Coca-Cola Company Beverages Governance 4/25/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Coca-Cola Company Beverages Governance 4/25/2023 Business ethics, transparency and accountability Report on Congruency of Political Spending with Company Values and Priorities Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
The Coca-Cola Company Beverages Governance 4/25/2023 Business ethics, transparency and accountability Issue Transparency Report on Global Public Policy and Political Influence Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The Coca-Cola Company Beverages Social 4/25/2023 Diversity and Inclusion Report on Third-Party Civil Rights Audit Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Citigroup Inc. Banks Environmental 4/25/2023 Climate Change Adopt Time-Bound Policy to Phase Out Underwriting and Lending for New Fossil Fuel Development Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Citigroup Inc. Banks Social 4/25/2023 Communities Report on Respecting Indigenous Peoples' Rights Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Citigroup Inc. Banks Governance 4/25/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Citigroup Inc. Banks Governance 4/25/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
West Pharmaceutical Services, Inc. Life Sciences Tools & Services Governance 4/25/2023 Business ethics, transparency and accountability Amend Bylaws Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Bank of America Corporation Banks Social 4/25/2023 Diversity and Inclusion Commission Third Party Racial Equity Audit Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
Bank of America Corporation Banks Environmental 4/25/2023 Climate Change Adopt Time-Bound Policy to Phase Out Underwriting and Lending for New Fossil Fuel Development Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Bank of America Corporation Banks Environmental 4/25/2023 Climate Change Report on Climate Transition Plan Describing Efforts to Align Financing Activities with GHG Targets Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Bank of America Corporation Banks Environmental 4/25/2023 Climate Change Disclose 2030 Absolute GHG Reduction Targets Associated with Lending and Underwriting Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Bank of America Corporation Banks Governance 4/25/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Bank of America Corporation Banks Governance 4/25/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
International Business Machines Corporation IT Services Social 4/25/2023 Talent Management Report on Efforts to Prevent Harassment and Discrimination in the Workplace Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Unconscious biases or acts of discrimination based on demographic and other personal characteristics such as race or gender can undermine the ability of diverse talent to contribute productively, and potentially lead to high turnover rates among diverse employees and suppliers. Systemic discrimination or harassment among workers can pose a threat to a firm’s reputation and increase the risk of labor disputes, litigation and regulatory enforcement actions. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s nondiscrimination policies and practices, or seeking to implement such policies, including equal employment opportunity standards. Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
International Business Machines Corporation IT Services Governance 4/25/2023 Business ethics, transparency and accountability Report on Risks Related to Operations in China Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
International Business Machines Corporation IT Services Governance 4/25/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
International Business Machines Corporation IT Services Governance 4/25/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Wells Fargo & Company Banks Social 4/25/2023 Talent Management Adopt Policy on Freedom of Association and Collective Bargaining Against For We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Wells Fargo & Company Banks Social 4/25/2023 Talent Management Report on Prevention of Workplace Harassment and Discrimination Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Wells Fargo & Company Banks Environmental 4/25/2023 Climate Change Adopt Time-Bound Policy to Phase Out Underwriting and Lending for New Fossil Fuel Development Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Wells Fargo & Company Banks Environmental 4/25/2023 Climate Change Report on Climate Transition Plan Describing Efforts to Align Financing Activities with GHG Targets Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Wells Fargo & Company Banks Environmental 4/25/2023 Climate Change Report on Climate Lobbying Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully.
Wells Fargo & Company Banks Governance 4/25/2023 Business ethics, transparency and accountability Report on Political Expenditures Congruence Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Wells Fargo & Company Banks Governance 4/25/2023 Shareholder Rights Adopt Simple Majority Vote Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
PACCAR Inc Machinery Environmental 4/25/2023 Climate Change Report on Climate Lobbying Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
PACCAR Inc Machinery Governance 4/25/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against For Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Truist Financial Corporation Banks Governance 4/25/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Bio-Rad Laboratories, Inc. Life Sciences Tools & Services Governance 4/25/2023 Business ethics, transparency and accountability Report on Political Contributions and Expenditures Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The Goldman Sachs Group, Inc. Capital Markets Social 4/26/2023 Diversity and Inclusion Report on Median Gender/Racial Pay Gap Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
The Goldman Sachs Group, Inc. Capital Markets Environmental 4/26/2023 Climate Change Report on Climate Transition Plan Describing Efforts to Align Financing Activities with GHG Targets Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
The Goldman Sachs Group, Inc. Capital Markets Environmental 4/26/2023 Climate Change Disclose 2030 Absolute GHG Reduction Targets Associated with Lending and Underwriting Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
The Goldman Sachs Group, Inc. Capital Markets Environmental 4/26/2023 Climate Change Adopt Time-Bound Policy to Phase Out Underwriting and Lending for New Fossil Fuel Development Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
The Goldman Sachs Group, Inc. Capital Markets Social 4/26/2023 Diversity and Inclusion Oversee and Report a Racial Equity Audit Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
The Goldman Sachs Group, Inc. Capital Markets Social 4/26/2023 Communities Publish Third-Party Review on Chinese Congruency of Certain ETFs Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
The Goldman Sachs Group, Inc. Capital Markets Governance 4/26/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Goldman Sachs Group, Inc. Capital Markets Governance 4/26/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
BorgWarner Inc. Automobile Components Environmental 4/26/2023 Climate Change Report on Just Transition Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
BorgWarner Inc. Automobile Components Governance 4/26/2023 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Cigna Group Health Care Providers & Services Governance 4/26/2023 Business ethics, transparency and accountability Report on Congruency of Political Spending with Company Values and Priorities Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
The Cigna Group Health Care Providers & Services Governance 4/26/2023 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Marathon Petroleum Corporation Oil, Gas & Consumable Fuels Environmental 4/26/2023 Climate Change Report on Asset Retirement Obligation Against For Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Marathon Petroleum Corporation Oil, Gas & Consumable Fuels Environmental 4/26/2023 Climate Change Report on Just Transition Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Marathon Petroleum Corporation Oil, Gas & Consumable Fuels Governance 4/26/2023 Business ethics, transparency and accountability Amend Compensation Clawback Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We believe that robust corporate governance practices ensure board and management accountability and sustain a culture of integrity. Compensation plans should generally establish policies to recoup, or claw back, variable compensation paid to senior executives for fraudulent activities, defective financial reporting, and creating undue reputational risk.
Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Marathon Petroleum Corporation Oil, Gas & Consumable Fuels Governance 4/26/2023 Shareholder Rights Adopt Simple Majority Vote Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Texas Instruments Incorporated Semiconductors & Semiconductor Equipment Social 4/27/2023 Communities Report on Due Diligence Efforts to Trace End-User Misuse of Company Products Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Texas Instruments Incorporated Semiconductors & Semiconductor Equipment Governance 4/27/2023 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Global Payments Inc. Financial Services Governance 4/27/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Lockheed Martin Corporation Aerospace & Defense Environmental 4/27/2023 Climate Change Report on Efforts to Reduce Full Value Chain GHG Emissions in Alignment with Paris Agreement Goal Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry.
Lockheed Martin Corporation Aerospace & Defense Social 4/27/2023 Communities Report on Human Rights Impact Assessment Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Lockheed Martin Corporation Aerospace & Defense Governance 4/27/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Pfizer Inc. Pharmaceuticals Governance 4/27/2023 Business ethics, transparency and accountability Report on Political Expenditures Congruence Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Pfizer Inc. Pharmaceuticals Social 4/27/2023 Customers Report on Impact of Extended Patent Exclusivities on Product Access Against For Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry.
Pfizer Inc. Pharmaceuticals Social 4/27/2023 Customers Report on Feasibility of Intellectual Property Transfer to Boost Covid-19 Vaccine Production Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Pfizer Inc. Pharmaceuticals Governance 4/27/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Pfizer Inc. Pharmaceuticals Governance 4/27/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Johnson & Johnson Pharmaceuticals Social 4/27/2023 Customers Report on Impact of Extended Patent Exclusivities on Product Access Against For Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Johnson & Johnson Pharmaceuticals Governance 4/27/2023 Executive Compensation Adopt Policy to Include Legal and Compliance Costs in Incentive Compensation Metrics Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Johnson & Johnson Pharmaceuticals Social 4/27/2023 Customers Report on Government Financial Support and Equitable Access to Covid-19 Products Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Church & Dwight Co., Inc. Household Products Governance 4/27/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Intuitive Surgical, Inc. Health Care Equipment & Supplies Social 4/27/2023 Diversity and Inclusion Report on Gender/Racial Pay Gap Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Abbott Laboratories Health Care Equipment & Supplies Governance 4/28/2023 Executive Compensation Adopt Policy to Include Legal and Compliance Costs in Incentive Compensation Metrics Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Abbott Laboratories Health Care Equipment & Supplies Governance 4/28/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Abbott Laboratories Health Care Equipment & Supplies Governance 4/28/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Abbott Laboratories Health Care Equipment & Supplies Governance 4/28/2023 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Leidos Holdings, Inc. Professional Services Governance 4/28/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Leidos Holdings, Inc. Professional Services Governance 4/28/2023 Business ethics, transparency and accountability Report on Political Expenditures Congruence Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Kellogg Company Food Products Social 4/28/2023 Diversity and Inclusion Report on Median Gender/Racial Pay Gap Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Kellogg Company Food Products Governance 4/28/2023 Business ethics, transparency and accountability Report on Civil Rights, Non-Discrimination and Returns to Merit Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Eli Lilly and Company Pharmaceuticals Governance 5/1/2023 Business ethics, transparency and accountability Adopt Policy to Require Third-Party Organizations to Annually Report Expenditures for Political Activities Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Eli Lilly and Company Pharmaceuticals Social 5/1/2023 Diversity and Inclusion Report on Effectiveness of Diversity, Equity and Inclusion Efforts and Metrics Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Eli Lilly and Company Pharmaceuticals Governance 5/1/2023 Business ethics, transparency and accountability Publish Third-Party Review of Alignment of Company's Lobbying Activities with its Public Statements Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Eli Lilly and Company Pharmaceuticals Governance 5/1/2023 Business ethics, transparency and accountability Report on Risks of Supporting Abortion Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Eli Lilly and Company Pharmaceuticals Social 5/1/2023 Customers Report on Impact of Extended Patent Exclusivities on Product Access Against For Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry.
Eli Lilly and Company Pharmaceuticals Governance 5/1/2023 Shareholder Rights Adopt Simple Majority Vote Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Eli Lilly and Company Pharmaceuticals Governance 5/1/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Paycom Software, Inc. Professional Services Governance 5/1/2023 Shareholder Rights Require a Majority Vote for the Election of Directors Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We generally support shareholder resolutions asking that companies amend their governance documents to provide for director election by majority vote. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Expeditors International of Washington, Inc. Air Freight & Logistics Social 5/2/2023 Diversity and Inclusion Report on Effectiveness of Diversity Equity and Inclusion Efforts and Metrics Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Expeditors International of Washington, Inc. Air Freight & Logistics Governance 5/2/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Public Storage Specialized REITs Environmental 5/2/2023 Climate Change Report on GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Raytheon Technologies Corporation Aerospace & Defense Environmental 5/2/2023 Climate Change Report on Efforts to Reduce GHG Emissions in Alignment with Paris Agreement Goal Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry.
Raytheon Technologies Corporation Aerospace & Defense Governance 5/2/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
American Express Company Consumer Finance Governance 5/2/2023 Business ethics, transparency and accountability Report on Risks Related to Fulfilling Information Requests for Enforcing Laws Criminalizing Abortion Access Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies should adopt policies designed for responsible and safe use of products and services to safeguard consumers as well as prevent predatory or discriminatory consumer practices. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
American Express Company Consumer Finance Governance 5/2/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Baxter International Inc. Health Care Equipment & Supplies Governance 5/2/2023 Executive Compensation Adopt Share Retention Policy For Senior Executives Against For Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Baxter International Inc. Health Care Equipment & Supplies Governance 5/2/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Bristol-Myers Squibb Company Pharmaceuticals Governance 5/2/2023 Shareholder Rights Amend Right to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Bristol-Myers Squibb Company Pharmaceuticals Governance 5/2/2023 Business ethics, transparency and accountability Commission a Civil Rights and Non-Discrimination Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Bristol-Myers Squibb Company Pharmaceuticals Governance 5/2/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
OmnicomGroup Inc. Media Governance 5/2/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Huntington Ingalls Industries, Inc. Aerospace & Defense Governance 5/2/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Moderna, Inc. Biotechnology Social 5/3/2023 Customers Report on Feasibility of Technology Transfer to Boost Covid-19 Vaccine Production Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
General Dynamics Corporation Aerospace & Defense Governance 5/3/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
General Dynamics Corporation Aerospace & Defense Social 5/3/2023 Communities Report on Human Rights Risk Assessment Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
PepsiCo, Inc. Beverages Governance 5/3/2023 Business ethics, transparency and accountability Publish Annual Congruency Report on Net-Zero Emissions Policy Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
PepsiCo, Inc. Beverages Social 5/3/2023 Customers Report on Impacts of Restrictive Reproductive Healthcare Legislation Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
PepsiCo, Inc. Beverages Governance 5/3/2023 Business ethics, transparency and accountability Issue Transparency Report on Global Public Policy and Political Influence Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
PepsiCo, Inc. Beverages Governance 5/3/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Philip Morris International Inc. Tobacco Social 5/3/2023 Product Responsibility Disclose Nicotine Level Information, and Reduce Nicotine Levels in Tobacco Products Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
CF Industries Holdings, Inc. Chemicals Governance 5/3/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
General Electric Company Industrial Conglomerates Environmental 5/3/2023 Climate Change Issue Audited Report on Impact of IEA Net-Zero Emissions by 2050 Scenario Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted as the outcome is not material or does not require timely resolution in terms of strategy and risk oversight.
General Electric Company Industrial Conglomerates Governance 5/3/2023 Business ethics, transparency and accountability Issue Audited Report on Fiduciary Relevance of Decarbonization Goal Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
General Electric Company Industrial Conglomerates Governance 5/3/2023 Business ethics, transparency and accountability Hire Investment Bank to Explore Sale of Company Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
General Electric Company Industrial Conglomerates Governance 5/3/2023 Board Structure & Operation Require Independent Board Chairman Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Gilead Sciences, Inc. Biotechnology Social 5/3/2023 Customers Report on Impact of Extended Patent Exclusivities on Product Access Against For Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry.
Gilead Sciences, Inc. Biotechnology Governance 5/3/2023 Shareholder Rights Amend Right to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Gilead Sciences, Inc. Biotechnology Governance 5/3/2023 Board Structure & Operation Require More Director Nominations Than Open Seats Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Coterra Energy Inc. Oil, Gas & Consumable Fuels Environmental 5/4/2023 Climate Change Report on Climate Lobbying Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Coterra Energy Inc. Oil, Gas & Consumable Fuels Environmental 5/4/2023 Climate Change Report on Reliability of Methane Emission Disclosures Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
DTE Energy Company Multi-Utilities Governance 5/4/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
DTE Energy Company Multi-Utilities Governance 5/4/2023 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
United Parcel Service, Inc. Air Freight & Logistics Social 5/4/2023 Diversity and Inclusion Report on Effectiveness of Diversity, Equity, and Inclusion Efforts Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
United Parcel Service, Inc. Air Freight & Logistics Governance 5/4/2023 Business ethics, transparency and accountability Oversee and Report a Civil Rights Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
United Parcel Service, Inc. Air Freight & Logistics Social 5/4/2023 Customers Report on Risk Due to Restrictions on Reproductive Rights Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
United Parcel Service, Inc. Air Freight & Logistics Environmental 5/4/2023 Climate Change Report on Just Transition Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry.
United Parcel Service, Inc. Air Freight & Logistics Governance 5/4/2023 Executive Compensation Report on Integrating GHG Emissions Reductions Targets into Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
United Parcel Service, Inc. Air Freight & Logistics Environmental 5/4/2023 Climate Change Adopt Independently Verified Science-Based Greenhouse Gas Emissions Reduction Targets in Line with the Paris Climate Agreement Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
United Parcel Service, Inc. Air Freight & Logistics Governance 5/4/2023 Shareholder Rights Approve Recapitalization Plan for all Stock to Have One-vote per Share Against For We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Archer-Daniels-Midland Company Food Products Governance 5/4/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
United Rentals, Inc. Trading Companies & Distributors Governance 5/4/2023 Shareholder Rights Reduce Ownership Threshold for Shareholders to Request Action by Written Consent to 10% Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Ecolab Inc. Chemicals Governance 5/4/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Equifax Inc. Professional Services Social 5/4/2023 Diversity and Inclusion Oversee and Report a Racial Equity Audit Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Capital One Financial Corporation Consumer Finance Social 5/4/2023 Diversity and Inclusion Disclose Board Skills and Diversity Matrix Against Against We believe boards and management should each foster a culture of inclusiveness and acceptance of differences at all levels of the corporation. We encourage boards to foster diversity within the talent pipeline for management succession, as well as within their own board refreshment practices. Boards require a diverse range of skills and experiences to fulfill their strategy and oversight responsibilities. In addition to relevant skills and expertise, board nomination policies and refreshment practices should take into account the board’s composition in terms of gender, race, ethnicity and age. Boardroom culture should ensure that those diverse voices are proactively sought and valued, providing a counterbalance to potential board entrenchment and groupthink. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is not warranted on the basis that the current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process.
Capital One Financial Corporation Consumer Finance Governance 5/4/2023 Business ethics, transparency and accountability Report on Board Oversight of Risks Related to Discrimination Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Capital One Financial Corporation Consumer Finance Governance 5/4/2023 Shareholder Rights Adopt Simple Majority Vote Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Kraft Heinz Company Food Products Governance 5/4/2023 Business ethics, transparency and accountability Commission a Civil Rights and Non-Discrimination Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
The Kraft Heinz Company Food Products Environmental 5/4/2023 Natural Resources Report on Supply Chain Water Risk Exposure Against Against Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
The Kraft Heinz Company Food Products Governance 5/4/2023 Shareholder Rights Adopt Simple Majority Vote Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Eastman Chemical Company Chemicals Governance 5/4/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Cadence Design Systems, Inc. Software Governance 5/4/2023 Shareholder Rights Remove One-Year Holding Period Requirement to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Duke Energy Corporation Electric Utilities Governance 5/4/2023 Business ethics, transparency and accountability Create a Committee to Evaluate Decarbonization Risk Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Duke Energy Corporation Electric Utilities Governance 5/4/2023 Shareholder Rights Adopt Simple Majority Vote None For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Illinois Tool Works Inc. Machinery Governance 5/5/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
AbbVie Inc. Biotechnology Social 5/5/2023 Customers Report on Impact of Extended Patent Exclusivities on Product Access Against For Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry.
AbbVie Inc. Biotechnology Governance 5/5/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
AbbVie Inc. Biotechnology Governance 5/5/2023 Business ethics, transparency and accountability Report on Congruency of Political Spending with Company Values and Priorities Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
AbbVie Inc. Biotechnology Governance 5/5/2023 Shareholder Rights Adopt Simple Majority Vote Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. Support for the proposal is not warranted as the outcome is not material or does not require timely resolution in terms of strategy and risk oversight.
Dover Corporation Machinery Governance 5/5/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Occidental Petroleum Corporation Oil, Gas & Consumable Fuels Governance 5/5/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Teleflex Incorporated Health Care Equipment & Supplies Governance 5/5/2023 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Berkshire Hathaway Inc. Financial Services Governance 5/6/2023 Business ethics, transparency and accountability Encourage Senior Management Commitment to Avoid Political Speech Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Berkshire Hathaway Inc. Financial Services Governance 5/6/2023 Board Structure & Operation Require Independent Board Chair Against For We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Berkshire Hathaway Inc. Financial Services Social 5/6/2023 Diversity and Inclusion Report on Effectiveness of Diversity, Equity, and Inclusion Efforts Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Berkshire Hathaway Inc. Financial Services Environmental 5/6/2023 Climate Change Report If and How Company Will Measure, Disclose and Reduce GHG Emissions Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Berkshire Hathaway Inc. Financial Services Environmental 5/6/2023 Climate Change Report on Audit Committee's Oversight on Climate Risks and Disclosures Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Berkshire Hathaway Inc. Financial Services Environmental 5/6/2023 Climate Change Report on Physical and Transitional Climate-Related Risks and Opportunities Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Paramount Global Media Governance 5/8/2023 Business ethics, transparency and accountability Report on Political Contributions and Expenditures Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Paramount Global Media Governance 5/8/2023 Board Structure & Operation Require Independent Board Chair Against For We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
International Paper Company Containers & Packaging Governance 5/8/2023 Business ethics, transparency and accountability Report on Risks Related to Operations in China Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted as the outcome is not material or does not require timely resolution in terms of strategy and risk oversight.
International Paper Company Containers & Packaging Governance 5/8/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Warner Bros. Discovery, Inc. Entertainment Governance 5/8/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Warner Bros. Discovery, Inc. Entertainment Governance 5/8/2023 Shareholder Rights Adopt Simple Majority Vote Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Charles River Laboratories International, Inc. Life Sciences Tools & Services Social 5/9/2023 Product Responsibility Report on Non-human Primates Imported by the Company Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Cummins Inc. Machinery Governance 5/9/2023 Executive Compensation Disclose Plan to Link Executive Compensation to GHG Emissions Reduction Goals Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Cummins Inc. Machinery Governance 5/9/2023 Board Structure & Operation Require Independent Board Chairman Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Valero Energy Corporation Oil, Gas & Consumable Fuels Social 5/9/2023 Diversity and Inclusion Oversee and Report a Racial Equity Audit Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Valero Energy Corporation Oil, Gas & Consumable Fuels Environmental 5/9/2023 Climate Change Report on Climate Transition Plan and GHG Emissions Reduction Targets Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Prudential Financial, Inc. Insurance Governance 5/9/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Danaher Corporation Life Sciences Tools & Services Social 5/9/2023 Diversity and Inclusion Report on Effectiveness of Diversity, Equity, and Inclusion Efforts Against Against We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is not warranted on the basis that the current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process.
Danaher Corporation Life Sciences Tools & Services Governance 5/9/2023 Board Structure & Operation Require Independent Board Chair Against For We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Elevance Health, Inc. Health Care Providers & Services Governance 5/10/2023 Business ethics, transparency and accountability Annually Report Third Party Political Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Elevance Health, Inc. Health Care Providers & Services Governance 5/10/2023 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
American Airlines Group Inc. Passenger Airlines Governance 5/10/2023 Shareholder Rights Adopt Simple Majority Vote For For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Phillips 66 Oil, Gas & Consumable Fuels Environmental 5/10/2023 Natural Resources Publish Audited Report on Impacts of a Significant Reduction in Virgin Plastic Demand Against Against Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Stryker Corporation Health Care Equipment & Supplies Governance 5/10/2023 Business ethics, transparency and accountability Report on Political Contributions and Expenditures Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Dominion Energy, Inc. Multi-Utilities Governance 5/10/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
American Water Works Company, Inc. Water Utilities Social 5/10/2023 Diversity and Inclusion Oversee and Report a Racial Equity Audit Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Centene Corporation Health Care Providers & Services Governance 5/10/2023 Executive Compensation Report on Maternal Morbidity Reduction Metrics in Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Centene Corporation Health Care Providers & Services Governance 5/10/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
American International Group, Inc. Insurance Governance 5/10/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Skyworks Solutions, Inc. Semiconductors & Semiconductor Equipment Governance 5/10/2023 Shareholder Rights Adopt Simple Majority Vote None For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Ford Motor Company Automobiles Social 5/11/2023 Product Responsibility Report on Animal Testing Practices Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. Support for the proposal is not warranted as the outcome is not material or does not require timely resolution in terms of strategy and risk oversight.
Ford Motor Company Automobiles Social 5/11/2023 Communities Report on Reliance on Child Labor in Supply Chain Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Ford Motor Company Automobiles Governance 5/11/2023 Shareholder Rights Approve Recapitalization Plan for all Stock to Have One-vote per Share Against For We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
KeyCorp Banks Governance 5/11/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Norfolk Southern Corporation Ground Transportation Governance 5/11/2023 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Verizon Communications Inc. Diversified Telecommunication Services Governance 5/11/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Verizon Communications Inc. Diversified Telecommunication Services Governance 5/11/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Verizon Communications Inc. Diversified Telecommunication Services Governance 5/11/2023 Business ethics, transparency and accountability Amend Clawback Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We believe that robust corporate governance practices ensure board and management accountability and sustain a culture of integrity. Compensation plans should generally establish policies to recoup, or claw back, variable compensation paid to senior executives for fraudulent activities, defective financial reporting, and creating undue reputational risk.
Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Verizon Communications Inc. Diversified Telecommunication Services Governance 5/11/2023 Business ethics, transparency and accountability Adopt a Policy Prohibiting Direct and Indirect Political Contributions to Candidates Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile.We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Verizon Communications Inc. Diversified Telecommunication Services Governance 5/11/2023 Business ethics, transparency and accountability Report on Government Requests to Remove Content Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Intel Corporation Semiconductors & Semiconductor Equipment Governance 5/11/2023 Business ethics, transparency and accountability Publish Third Party Review of Intel's China Business ESG Congruence Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Intel Corporation Semiconductors & Semiconductor Equipment Governance 5/11/2023 Executive Compensation Adopt Share Retention Policy For Senior Executives Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Laboratory Corporation of America Holdings Health Care Providers & Services Governance 5/11/2023 Business ethics, transparency and accountability Report on Risks Related to Fulfilling Information Requests for Enforcing Laws Criminalizing Abortion Access Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies should adopt policies designed for responsible and safe use of products and services to safeguard consumers as well as prevent predatory or discriminatory consumer practices. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Laboratory Corporation of America Holdings Health Care Providers & Services Social 5/11/2023 Product Responsibility Report on Transport of Nonhuman Primates Within the U.S. Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Laboratory Corporation of America Holdings Health Care Providers & Services Governance 5/11/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Ameren Corporation Multi-Utilities Environmental 5/11/2023 Climate Change Disclose GHG Emissions Reductions Targets Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Edwards Lifesciences Corporation Health Care Equipment & Supplies Governance 5/11/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Las Vegas Sands Corp. Hotels, Restaurants & Leisure Social 5/11/2023 Diversity and Inclusion Disclose Board Skills and Diversity Matrix Against Against We believe boards and management should each foster a culture of inclusiveness and acceptance of differences at all levels of the corporation. We encourage boards to foster diversity within the talent pipeline for management succession, as well as within their own board refreshment practices. Boards require a diverse range of skills and experiences to fulfill their strategy and oversight responsibilities. In addition to relevant skills and expertise, board nomination policies and refreshment practices should take into account the board’s composition in terms of gender, race, ethnicity and age. Boardroom culture should ensure that those diverse voices are proactively sought and valued, providing a counterbalance to potential board entrenchment and groupthink. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Martin Marietta Materials, Inc. Construction Materials Environmental 5/11/2023 Climate Change Adopt GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Marriott International, Inc. Hotels, Restaurants & Leisure Social 5/12/2023 Diversity and Inclusion Report on Gender/Racial Pay Gap Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Marriott International, Inc. Hotels, Restaurants & Leisure Governance 5/12/2023 Business ethics, transparency and accountability Publish a Congruency Report of Partnerships with Globalist Organizations Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Sempra Energy Multi-Utilities Governance 5/12/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Colgate-Palmolive Company Household Products Governance 5/12/2023 Executive Compensation Adopt Share Retention Policy For Senior Executives Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Colgate-Palmolive Company Household Products Governance 5/12/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
ConocoPhillips Oil, Gas & Consumable Fuels Governance 5/16/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
ConocoPhillips Oil, Gas & Consumable Fuels Governance 5/16/2023 Business ethics, transparency and accountability Report on Tax Transparency Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted on the basis that the company’s current disclosures follow best practice, standard reporting frameworks, which support integration of the company’s ESG policies and performance into the investment process.
ConocoPhillips Oil, Gas & Consumable Fuels Governance 5/16/2023 Executive Compensation Adopt Share Retention Policy For Senior Executives Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
ConocoPhillips Oil, Gas & Consumable Fuels Governance 5/16/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Newell Brands Inc. Household Durables Governance 5/16/2023 Shareholder Rights Amend Right to Act by Written Consent Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
JPMorgan Chase & Co. Banks Environmental 5/16/2023 Climate Change Disclose 2030 Absolute GHG Reduction Targets Associated with Lending and Underwriting Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
JPMorgan Chase & Co. Banks Governance 5/16/2023 Business ethics, transparency and accountability Report on Political Expenditures Congruence Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
JPMorgan Chase & Co. Banks Governance 5/16/2023 Business ethics, transparency and accountability Report on Risks Related to Discrimination Against Individuals Including Political Views Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
JPMorgan Chase & Co. Banks Environmental 5/16/2023 Climate Change Report on Climate Transition Plan Describing Efforts to Align Financing Activities with GHG Targets Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
JPMorgan Chase & Co. Banks Governance 5/16/2023 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
JPMorgan Chase & Co. Banks Governance 5/16/2023 Board Quality Amend Public Responsibility Committee Charter to Include Animal Welfare Against Against We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
JPMorgan Chase & Co. Banks Environmental 5/16/2023 Climate Change Adopt Time-Bound Policy to Phase Out Underwriting and Lending for New Fossil Fuel Development Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
JPMorgan Chase & Co. Banks Governance 5/16/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Hershey Company Food Products Social 5/16/2023 Talent Management Report on Human Rights Impacts of Living Wage & Income Position Statement Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Tesla, Inc. Automobiles Governance 5/16/2023 Executive Compensation Report on Key-Person Risk and Efforts to Ameliorate It Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Tesla, Inc. Automobiles Environmental 5/16/2023 Natural Resources Report on Water Risk Exposure Against For Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Tesla, Inc. Automobiles Social 5/16/2023 Communities Report on Eradicating Child Labor in Battery Supply Chain Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Tesla, Inc. Automobiles Social 5/16/2023 Talent Management Adopt a Policy on Respecting Rights to Freedom of Association and Collective Bargaining Against For We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Tesla, Inc. Automobiles Environmental 5/16/2023 Climate Change Report on Corporate Climate Lobbying in line with Paris Agreement Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Tesla, Inc. Automobiles Governance 5/16/2023 Business ethics, transparency and accountability Report on the Impacts of Using Mandatory Arbitration Against Against We believe that talent management is critical to firms’ ability to execute effectively and compete successfully over the long term. Robust talent management practices typically comprise a range of human resource (HR) policies and practices, including ensuring workforce well-being and managing people and labor relations. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Tesla, Inc. Automobiles Social 5/16/2023 Diversity and Inclusion Report on Racial and Gender Board Diversity Against Against We believe boards and management should each foster a culture of inclusiveness and acceptance of differences at all levels of the corporation. We encourage boards to foster diversity within the talent pipeline for management succession, as well as within their own board refreshment practices. Boards require a diverse range of skills and experiences to fulfill their strategy and oversight responsibilities. In addition to relevant skills and expertise, board nomination policies and refreshment practices should take into account the board’s composition in terms of gender, race, ethnicity and age. Boardroom culture should ensure that those diverse voices are proactively sought and valued, providing a counterbalance to potential board entrenchment and groupthink. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Tesla, Inc. Automobiles Social 5/16/2023 Talent Management Report on Efforts to Prevent Harassment and Discrimination in the Workplace Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Unconscious biases or acts of discrimination based on demographic and other personal characteristics such as race or gender can undermine the ability of diverse talent to contribute productively, and potentially lead to high turnover rates among diverse employees and suppliers. Systemic discrimination or harassment among workers can pose a threat to a firm’s reputation and increase the risk of labor disputes, litigation and regulatory enforcement actions. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s nondiscrimination policies and practices, or seeking to implement such policies, including equal employment opportunity standards. Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Tesla, Inc. Automobiles Governance 5/16/2023 Shareholder Rights Adopt Proxy Access Right Against For We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Northrop Grumman Corporation Aerospace & Defense Governance 5/17/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Northrop Grumman Corporation Aerospace & Defense Governance 5/17/2023 Business ethics, transparency and accountability Report on Congruency of Political Spending with Company Stated Values on Human Rights Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Howmet Aerospace Inc. Aerospace & Defense Governance 5/17/2023 Shareholder Rights Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Mondelez International, Inc. Food Products Social 5/17/2023 Communities Report on Targets to Eradicate Child Labor in Cocoa Supply Chain Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Mondelez International, Inc. Food Products Social 5/17/2023 Product Responsibility Report on 2025 Cage-Free Egg Goal Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Mondelez International, Inc. Food Products Governance 5/17/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
PPL Corporation Electric Utilities Governance 5/17/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
State Street Corporation Capital Markets Governance 5/17/2023 Business ethics, transparency and accountability Report on Asset Management Policies and Diversified Investors Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Fiserv, Inc. Financial Services Governance 5/17/2023 Board Structure & Operation Require Independent Board Chairman Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Southwest Airlines Co. Passenger Airlines Governance 5/17/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Southwest Airlines Co. Passenger Airlines Governance 5/17/2023 Board Structure & Operation Adopt Majority Vote Cast to Remove Directors With or Without Cause Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Quest Diagnostics Incorporated Health Care Providers & Services Environmental 5/17/2023 Climate Change Adopt GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
CBRE Group, Inc. Real Estate Management & Development Governance 5/17/2023 Executive Compensation Adopt Share Retention Policy For Senior Executives Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Hartford Financial Services Group, Inc. Insurance Environmental 5/17/2023 Climate Change Adopt Time-Bound Policy to Phase Out Underwriting and Lending for New Fossil Fuel Development Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Pinnacle West Capital Corporation Electric Utilities Governance 5/17/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Chubb Limited Insurance Social 5/17/2023 Communities Report on Human Rights Risk Assessment Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Chubb Limited Insurance Environmental 5/17/2023 Climate Change Report on GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
CVS Health Corporation Health Care Providers & Services Governance 5/18/2023 Board Quality Adopt Policy Prohibiting Directors from Simultaneously Sitting on the Board of Directors of Any Other Company Against Against We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
CVS Health Corporation Health Care Providers & Services Social 5/18/2023 Talent Management Commission Third Party Assessment on Company's Commitment to Freedom of Association and Collective Bargaining Rights Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
CVS Health Corporation Health Care Providers & Services Governance 5/18/2023 Shareholder Rights Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
CVS Health Corporation Health Care Providers & Services Governance 5/18/2023 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
CVS Health Corporation Health Care Providers & Services Social 5/18/2023 Talent Management Adopt a Paid Sick Leave Policy Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
NextEra Energy, Inc. Electric Utilities Social 5/18/2023 Diversity and Inclusion Disclose Board Skills and Diversity Matrix Against Against We believe boards and management should each foster a culture of inclusiveness and acceptance of differences at all levels of the corporation. We encourage boards to foster diversity within the talent pipeline for management succession, as well as within their own board refreshment practices. Boards require a diverse range of skills and experiences to fulfill their strategy and oversight responsibilities. In addition to relevant skills and expertise, board nomination policies and refreshment practices should take into account the board’s composition in terms of gender, race, ethnicity and age. Boardroom culture should ensure that those diverse voices are proactively sought and valued, providing a counterbalance to potential board entrenchment and groupthink. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Union Pacific Corporation Ground Transportation Social 5/18/2023 Talent Management Adopt a Paid Sick Leave Policy Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Union Pacific Corporation Ground Transportation Governance 5/18/2023 Shareholder Rights Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Union Pacific Corporation Ground Transportation Governance 5/18/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Xylem Inc. Machinery Governance 5/18/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted as the outcome is not material or does not require timely resolution in terms of strategy and risk oversight.
Zoetis Inc. Pharmaceuticals Governance 5/18/2023 Shareholder Rights Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Altria Group, Inc. Tobacco Social 5/18/2023 Diversity and Inclusion Report on Third-Party Civil Rights Audit Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Altria Group, Inc. Tobacco Governance 5/18/2023 Business ethics, transparency and accountability Report on Congruency of Political Spending with Company Values and Priorities Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
O'Reilly Automotive, Inc. Specialty Retail Governance 5/18/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Otis Worldwide Corporation Machinery Governance 5/18/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Home Depot, Inc. Specialty Retail Governance 5/18/2023 Business ethics, transparency and accountability Encourage Senior Management Commitment to Avoid Political Speech Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted as the outcome is not material or does not require timely resolution in terms of strategy and risk oversight.
The Home Depot, Inc. Specialty Retail Governance 5/18/2023 Business ethics, transparency and accountability Rescind 2022 Racial Equity Audit Proposal Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
The Home Depot, Inc. Specialty Retail Governance 5/18/2023 Business ethics, transparency and accountability Report on Political Expenditures Congruence Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
The Home Depot, Inc. Specialty Retail Governance 5/18/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Home Depot, Inc. Specialty Retail Governance 5/18/2023 Shareholder Rights Reduce Ownership Threshold for Shareholders to Request Action by Written Consent Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Yum! Brands, Inc. Hotels, Restaurants & Leisure Social 5/18/2023 Talent Management Report on Paid Sick Leave Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Yum! Brands, Inc. Hotels, Restaurants & Leisure Governance 5/18/2023 Executive Compensation Adopt Share Retention Policy For Senior Executives Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Yum! Brands, Inc. Hotels, Restaurants & Leisure Governance 5/18/2023 Business ethics, transparency and accountability Report on Civil Rights and Non-Discrimination Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Yum! Brands, Inc. Hotels, Restaurants & Leisure Governance 5/18/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Yum! Brands, Inc. Hotels, Restaurants & Leisure Environmental 5/18/2023 Natural Resources Report on Efforts to Reduce Plastic Use Against Against Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Amphenol Corporation Electronic Equipment, Instruments & Components Governance 5/18/2023 Business ethics, transparency and accountability Report on Political Contributions and Expenditures Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The Charles Schwab Corporation Capital Markets Governance 5/18/2023 Business ethics, transparency and accountability Report on Risks Related to Discrimination Against Individuals Including Political Views Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
The Charles Schwab Corporation Capital Markets Social 5/18/2023 Diversity and Inclusion Report on Gender/Racial Pay Gap Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
DexCom, Inc. Health Care Equipment & Supplies Social 5/18/2023 Diversity and Inclusion Report on Median Gender/Racial Pay Gap Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
AT&T Inc. Diversified Telecommunication Services Social 5/18/2023 Diversity and Inclusion Commission Third Party Racial Equity Audit Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
AT&T Inc. Diversified Telecommunication Services Governance 5/18/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Intercontinental Exchange, Inc. Capital Markets Governance 5/19/2023 Shareholder Rights Amend Right to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Morgan Stanley Capital Markets Environmental 5/19/2023 Climate Change Adopt Time-Bound Policy to Phase Out Underwriting and Lending for New Fossil Fuel Development Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Morgan Stanley Capital Markets Governance 5/19/2023 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Honeywell International Inc. Industrial Conglomerates Environmental 5/19/2023 Natural Resources Issue Environmental Justice Report Against Against Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Honeywell International Inc. Industrial Conglomerates Governance 5/19/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Targa Resources Corp. Oil, Gas & Consumable Fuels Environmental 5/23/2023 Climate Change Report on Efforts to Reduce Methane Emission Venting and Flaring in Supply Chain Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
Merck & Co., Inc. Pharmaceuticals Governance 5/23/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Merck & Co., Inc. Pharmaceuticals Governance 5/23/2023 Business ethics, transparency and accountability Publish a Congruency Report of Partnerships with Globalist Organizations Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Merck & Co., Inc. Pharmaceuticals Social 5/23/2023 Customers Report on Impact of Extended Patent Exclusivities on Product Access Against For Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Merck & Co., Inc. Pharmaceuticals Governance 5/23/2023 Business ethics, transparency and accountability Adopt Policy to Require Third-Party Organizations to Annually Report Expenditures for Political Activities Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Merck & Co., Inc. Pharmaceuticals Social 5/23/2023 Customers Report on Access to COVID-19 Products Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Merck & Co., Inc. Pharmaceuticals Governance 5/23/2023 Business ethics, transparency and accountability Report on Risks Related to Operations in China Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
NiSource Inc. Multi-Utilities Governance 5/23/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
BlackRock, Inc. Capital Markets Social 5/24/2023 Product Responsibility Report on Societal Impacts of Aerospace & Defense Industry ETF Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
BlackRock, Inc. Capital Markets Environmental 5/24/2023 Climate Change Report on Ability to Engineer Decarbonization in the Real Economy Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted on the basis that the company’s current disclosures follow best practice, standard reporting frameworks, which support integration of the company’s ESG policies and performance into the investment process.
BlackRock, Inc. Capital Markets Governance 5/24/2023 Business ethics, transparency and accountability Report on Third-Party Civil Rights Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
FirstEnergy Corporation Electric Utilities Governance 5/24/2023 Business ethics, transparency and accountability Establish a New Board Committee on Decarbonization Risk Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
FirstEnergy Corporation Electric Utilities Governance 5/24/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
PayPal Holdings, Inc. Financial Services Governance 5/24/2023 Shareholder Rights Adopt Majority Vote Standard for Director Elections Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We generally support shareholder resolutions asking that companies amend their governance documents to provide for director election by majority vote. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
PayPal Holdings, Inc. Financial Services Governance 5/24/2023 Business ethics, transparency and accountability Report on Ensuring Respect for Civil Liberties Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
PayPal Holdings, Inc. Financial Services Governance 5/24/2023 Business ethics, transparency and accountability Report on Risks Related to Fulfilling Information Requests for Enforcing Laws Criminalizing Abortion Access Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies should adopt policies designed for responsible and safe use of products and services to safeguard consumers as well as prevent predatory or discriminatory consumer practices. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
PayPal Holdings, Inc. Financial Services Social 5/24/2023 Product Responsibility Adopt a Policy on Services in Conflict Zones Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Advance Auto Parts, Inc. Specialty Retail Governance 5/24/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Amazon.com, Inc. Broadline Retail Social 5/24/2023 Product Responsibility Commission Third Party Study and Report on Risks Associated with Use of Rekognition Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Amazon.com, Inc. Broadline Retail Environmental 5/24/2023 Natural Resources Report on Efforts to Reduce Plastic Use Against Against Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Amazon.com, Inc. Broadline Retail Social 5/24/2023 Employee Health and Safety Commission a Third Party Audit on Working Conditions Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Amazon.com, Inc. Broadline Retail Governance 5/24/2023 Board Quality Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates Against Against We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Amazon.com, Inc. Broadline Retail Governance 5/24/2023 Board Quality Establish a Public Policy Committee Against Against We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Amazon.com, Inc. Broadline Retail Social 5/24/2023 Product Responsibility Report on Animal Welfare Standards Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Amazon.com, Inc. Broadline Retail Governance 5/24/2023 Executive Compensation Consider Pay Disparity Between Executives and Other Employees Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Amazon.com, Inc. Broadline Retail Social 5/24/2023 Talent Management Commission Third Party Assessment on Company's Commitment to Freedom of Association and Collective Bargaining Against For We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Amazon.com, Inc. Broadline Retail Governance 5/24/2023 Shareholder Rights Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Amazon.com, Inc. Broadline Retail Governance 5/24/2023 Business ethics, transparency and accountability Report on Cost/Benefit Analysis of Diversity, Equity and Inclusion Programs Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Amazon.com, Inc. Broadline Retail Social 5/24/2023 Diversity and Inclusion Report on Median and Adjusted Gender/Racial Pay Gaps Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Amazon.com, Inc. Broadline Retail Environmental 5/24/2023 Climate Change Report on Climate Lobbying Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Amazon.com, Inc. Broadline Retail Governance 5/24/2023 Business ethics, transparency and accountability Publish a Tax Transparency Report Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Amazon.com, Inc. Broadline Retail Environmental 5/24/2023 Climate Change Report on Impact of Climate Change Strategy Consistent With Just Transition Guidelines Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry.
Amazon.com, Inc. Broadline Retail Governance 5/24/2023 Business ethics, transparency and accountability Report on Government Take Down Requests Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Amazon.com, Inc. Broadline Retail Governance 5/24/2023 Business ethics, transparency and accountability Revise Transparency Report to Provide Greater Disclosure on Government Requests Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Amazon.com, Inc. Broadline Retail Social 5/24/2023 Communities Report on Customer Due Diligence Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Amazon.com, Inc. Broadline Retail Environmental 5/24/2023 Climate Change Report on Climate Risk in Retirement Plan Options Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
The Travelers Companies, Inc. Insurance Governance 5/24/2023 Business ethics, transparency and accountability Ensure Policies Do Not Support Police Violations of Civil Rights Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The Travelers Companies, Inc. Insurance Social 5/24/2023 Diversity and Inclusion Oversee and Report on a Third-Party Racial Equity Audit Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The Travelers Companies, Inc. Insurance Environmental 5/24/2023 Climate Change Adopt Time-Bound Policy to Phase Out Underwriting for New Fossil Fuel Exploration and Development Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
The Travelers Companies, Inc. Insurance Environmental 5/24/2023 Climate Change Report on Efforts to Measure, Disclose and Reduce GHG Emissions Associated with Underwriting Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
The Southern Company Electric Utilities Governance 5/24/2023 Business ethics, transparency and accountability Report on Feasibility of Net-Zero GHG Emissions Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
The Southern Company Electric Utilities Environmental 5/24/2023 Climate Change Adopt Scope 3 GHG Emissions Reduction Targets Aligned with Paris Agreement Goal Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
The Southern Company Electric Utilities Governance 5/24/2023 Shareholder Rights Adopt Simple Majority Vote Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
DuPont de Nemours, Inc. Chemicals Governance 5/24/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Chipotle Mexican Grill, Inc. Hotels, Restaurants & Leisure Social 5/25/2023 Talent Management Adopt Policy to Not Interfere with Freedom of Association Rights Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Chipotle Mexican Grill, Inc. Hotels, Restaurants & Leisure Governance 5/25/2023 Shareholder Rights Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
IDEX Corporation Machinery Social 5/25/2023 Talent Management Report on Hiring of Persons with Arrest or Incarceration Records Against Against We believe that talent management encompasses broader elements related to engaging and developing employees for strategic and long term alignment with corporate goals and culture. Employee satisfaction, engagement, and professional development are important factors for cultivating optimal performance within a firm’s workforce and throughout its supply chain. Wages and other compensation are important contributors to satisfaction. In addition, investments in training, mentoring, incentives, knowledge-sharing and shared decision-making can bolster workforce quality and productivity outcomes, especially when implemented in combination. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Lincoln National Corporation Insurance Governance 5/25/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Lincoln National Corporation Insurance Governance 5/25/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
McDonald's Corporation Hotels, Restaurants & Leisure Social 5/25/2023 Product Responsibility Report on Animal Welfare Against For Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
McDonald's Corporation Hotels, Restaurants & Leisure Governance 5/25/2023 Business ethics, transparency and accountability Issue Transparency Report on Global Public Policy and Political Influence Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
McDonald's Corporation Hotels, Restaurants & Leisure Governance 5/25/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
McDonald's Corporation Hotels, Restaurants & Leisure Governance 5/25/2023 Business ethics, transparency and accountability Report on Civil Rights and Non-Discrimination Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
McDonald's Corporation Hotels, Restaurants & Leisure Governance 5/25/2023 Business ethics, transparency and accountability Report on Risks Related to Operations in China Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
McDonald's Corporation Hotels, Restaurants & Leisure Social 5/25/2023 Product Responsibility Comply with World Health Organization Guidelines on Antimicrobial Use Throughout Supply Chains Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
McDonald's Corporation Hotels, Restaurants & Leisure Social 5/25/2023 Product Responsibility Adopt Policy to Phase Out Use of Medically-Important Antibiotics in Beef and Pork Supply Chain Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
The Interpublic Group of Companies, Inc. Media Governance 5/25/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Equinix, Inc. Specialized REITs Governance 5/25/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Mohawk Industries, Inc. Household Durables Social 5/25/2023 Diversity and Inclusion Oversee and Report a Racial Equity Audit Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The Mosaic Company Chemicals Environmental 5/25/2023 Climate Change Report on Efforts to Reduce GHG Emissions in Alignment with Paris Agreement Goal Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted on the basis that the company’s current disclosures follow best practice, standard reporting frameworks, which support integration of the company’s ESG policies and performance into the investment process.
The Mosaic Company Chemicals Governance 5/25/2023 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
VeriSign, Inc. IT Services Governance 5/25/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Lowe's Companies, Inc. Specialty Retail Governance 5/26/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Chevron Corporation Oil, Gas & Consumable Fuels Governance 5/31/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Chevron Corporation Oil, Gas & Consumable Fuels Governance 5/31/2023 Business ethics, transparency and accountability Publish a Tax Transparency Report Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted on the basis that the company’s current disclosures follow best practice, standard reporting frameworks, which support integration of the company’s ESG policies and performance into the investment process.
Chevron Corporation Oil, Gas & Consumable Fuels Social 5/31/2023 Diversity and Inclusion Oversee and Report a Racial Equity Audit Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Chevron Corporation Oil, Gas & Consumable Fuels Environmental 5/31/2023 Climate Change Report on Social Impact From Plant Closure or Energy Transition Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Chevron Corporation Oil, Gas & Consumable Fuels Governance 5/31/2023 Business ethics, transparency and accountability Establish Board Committee on Decarbonization Risk Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Chevron Corporation Oil, Gas & Consumable Fuels Environmental 5/31/2023 Climate Change Recalculate GHG Emissions Baseline to Exclude Emissions from Material Divestitures Against For Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. Support for the proposal is warranted on the basis that the company’s current disclosures are not aligned with this best practice reporting framework, which provides for consistent ESG data that allows for integration into the investment process.
Chevron Corporation Oil, Gas & Consumable Fuels Environmental 5/31/2023 Climate Change Adopt Medium-Term Scope 3 GHG Reduction Target Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Chevron Corporation Oil, Gas & Consumable Fuels Governance 5/31/2023 Business ethics, transparency and accountability Rescind Scope 3 GHG Reduction Proposal Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Dollar General Corporation Consumer Staples Distribution & Retail Social 5/31/2023 Employee Health and Safety Oversee and Report a Workplace Health and Safety Audit Against For We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully.
Dollar General Corporation Consumer Staples Distribution & Retail Governance 5/31/2023 Shareholder Rights Amend Right to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Dollar General Corporation Consumer Staples Distribution & Retail Social 5/31/2023 Product Responsibility Report on 2025 Cage-Free Egg Goal Against For Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Environmental 5/31/2023 Climate Change Report on Social Impact From Plant Closure or Energy Transition Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Governance 5/31/2023 Business ethics, transparency and accountability Publish a Tax Transparency Report Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted on the basis that the company’s current disclosures follow best practice, standard reporting frameworks, which support integration of the company’s ESG policies and performance into the investment process.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Environmental 5/31/2023 Climate Change Report on Potential Costs of Environmental Litigation Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Environmental 5/31/2023 Natural Resources Commission Audited Report on Reduced Plastics Demand Against Against Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Environmental 5/31/2023 Climate Change Report on Asset Retirement Obligations Under IEA NZE Scenario Against For Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Environmental 5/31/2023 Climate Change Recalculate GHG Emissions Baseline to Exclude Emissions from Material Divestitures Against For Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. Support for the proposal is warranted on the basis that the company’s current disclosures are not aligned with this best practice reporting framework, which provides for consistent ESG data that allows for integration into the investment process.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Environmental 5/31/2023 Natural Resources Issue a Report on Worst-Case Impacts of Oil Spills from Operations Offshore of Guyana Against Against Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Environmental 5/31/2023 Climate Change Adopt Medium-Term Scope 3 GHG Reduction Target Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Environmental 5/31/2023 Climate Change Report on Methane Emission Disclosure Reliability Against For We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Environmental 5/31/2023 Climate Change Report on Carbon Capture and Storage Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Governance 5/31/2023 Executive Compensation Reduce Executive Stock Holding Period Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels Governance 5/31/2023 Business ethics, transparency and accountability Establish Board Committee on Decarbonization Risk Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Meta Platforms, Inc. Interactive Media & Services Governance 5/31/2023 Board Quality Commission Independent Review of Audit & Risk Oversight Committee Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Meta Platforms, Inc. Interactive Media & Services Governance 5/31/2023 Executive Compensation Report on Executive Pay Calibration to Externalized Costs Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Meta Platforms, Inc. Interactive Media & Services Social 5/31/2023 Customers Report on Child Safety and Harm Reduction Against For We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Meta Platforms, Inc. Interactive Media & Services Social 5/31/2023 Customers Report on Enforcement of Community Standards and User Content Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Meta Platforms, Inc. Interactive Media & Services Governance 5/31/2023 Business ethics, transparency and accountability Report on Data Privacy regarding Reproductive Healthcare Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies should adopt policies designed for responsible and safe use of products and services to safeguard consumers as well as prevent predatory or discriminatory consumer practices. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Meta Platforms, Inc. Interactive Media & Services Environmental 5/31/2023 Climate Change Report on Framework to Assess Company Lobbying Alignment with Climate Goals Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Meta Platforms, Inc. Interactive Media & Services Social 5/31/2023 Customers Report on Allegations of Political Entanglement and Content Management Biases in India Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Meta Platforms, Inc. Interactive Media & Services Governance 5/31/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Meta Platforms, Inc. Interactive Media & Services Social 5/31/2023 Communities Report on Human Rights Impact Assessment of Targeted Advertising Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Meta Platforms, Inc. Interactive Media & Services Governance 5/31/2023 Shareholder Rights Approve Recapitalization Plan for all Stock to Have One-vote per Share Against For We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Meta Platforms, Inc. Interactive Media & Services Governance 5/31/2023 Business ethics, transparency and accountability Report on Government Take Down Requests Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Walmart Inc. Consumer Staples Distribution & Retail Social 5/31/2023 Employee Health and Safety Oversee and Report a Workplace Health and Safety Audit Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Walmart Inc. Consumer Staples Distribution & Retail Governance 5/31/2023 Business ethics, transparency and accountability Report on Risks Related to Operations in China Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Walmart Inc. Consumer Staples Distribution & Retail Governance 5/31/2023 Business ethics, transparency and accountability Report on Risks Related to Fulfilling Information Requests for Enforcing Laws Criminalizing Abortion Access Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies should adopt policies designed for responsible and safe use of products and services to safeguard consumers as well as prevent predatory or discriminatory consumer practices. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Walmart Inc. Consumer Staples Distribution & Retail Governance 5/31/2023 Shareholder Rights Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Walmart Inc. Consumer Staples Distribution & Retail Social 5/31/2023 Diversity and Inclusion Report on Racial and Gender Layoff Diversity Against Against We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Walmart Inc. Consumer Staples Distribution & Retail Social 5/31/2023 Diversity and Inclusion Commission Third Party Racial Equity Audit Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Walmart Inc. Consumer Staples Distribution & Retail Social 5/31/2023 Communities Report on Human Rights Due Diligence Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Walmart Inc. Consumer Staples Distribution & Retail Governance 5/31/2023 Executive Compensation Consider Pay Disparity Between CEO and Other Employees Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Netflix, Inc. Entertainment Social 6/1/2023 Talent Management Adopt and Disclose a Freedom of Association and Collective Bargaining Policy Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Netflix, Inc. Entertainment Environmental 6/1/2023 Climate Change Report on Climate Risk in Retirement Plan Options Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Netflix, Inc. Entertainment Governance 6/1/2023 Board Quality Adopt Policy Prohibiting Directors from Simultaneously Sitting on the Board of Directors of Any Other Company Against Against We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Netflix, Inc. Entertainment Governance 6/1/2023 Shareholder Rights Amend Right to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Alphabet Inc. Interactive Media & Services Governance 6/2/2023 Shareholder Rights Approve Recapitalization Plan for all Stock to Have One-vote per Share Against For We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Alphabet Inc. Interactive Media & Services Governance 6/2/2023 Executive Compensation Adopt Share Retention Policy For Senior Executives Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Alphabet Inc. Interactive Media & Services Governance 6/2/2023 Shareholder Rights Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Alphabet Inc. Interactive Media & Services Governance 6/2/2023 Board Quality Commission Independent Assessment of Effectiveness of Audit and Compliance Committee Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Alphabet Inc. Interactive Media & Services Governance 6/2/2023 Business ethics, transparency and accountability Report on Content Governance and Censorship Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Alphabet Inc. Interactive Media & Services Social 6/2/2023 Customers Report on Alignment of YouTube Policies With Online Safety Regulations Against For We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully.
Alphabet Inc. Interactive Media & Services Social 6/2/2023 Customers Disclose More Quantitative and Qualitative Information on Algorithmic Systems Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Alphabet Inc. Interactive Media & Services Social 6/2/2023 Communities Publish Independent Human Rights Impact Assessment of Targeted Advertising Technology Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Alphabet Inc. Interactive Media & Services Social 6/2/2023 Communities Report on Risks of Doing Business in Countries with Significant Human Rights Concerns Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Alphabet Inc. Interactive Media & Services Governance 6/2/2023 Business ethics, transparency and accountability Report on Risks Related to Fulfilling Information Requests for Enforcing Laws Criminalizing Abortion Access Against Against Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies should adopt policies designed for responsible and safe use of products and services to safeguard consumers as well as prevent predatory or discriminatory consumer practices. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Alphabet Inc. Interactive Media & Services Environmental 6/2/2023 Climate Change Report on Framework to Assess Company Lobbying Alignment with Climate Goals Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Alphabet Inc. Interactive Media & Services Governance 6/2/2023 Business ethics, transparency and accountability Publish Congruency Report on Partnerships with Globalist Organizations and Company Fiduciary Duties Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Alphabet Inc. Interactive Media & Services Governance 6/2/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
UnitedHealth Group Incorporated Health Care Providers & Services Governance 6/5/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
UnitedHealth Group Incorporated Health Care Providers & Services Governance 6/5/2023 Business ethics, transparency and accountability Report on Congruency of Political Spending with Company Values and Priorities Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
UnitedHealth Group Incorporated Health Care Providers & Services Social 6/5/2023 Diversity and Inclusion Report on Third-Party Racial Equity Audit Against For We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The TJX Companies, Inc. Specialty Retail Social 6/6/2023 Talent Management Adopt a Paid Sick Leave Policy for All Employees Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
The TJX Companies, Inc. Specialty Retail Social 6/6/2023 Talent Management Report on Risk from Supplier Misclassification of Supplier's Employees Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on factors related to a past company or industry controversy, as it is not material to ongoing business operations or has been addressed adequately.
The TJX Companies, Inc. Specialty Retail Social 6/6/2023 Communities Report on Third-Party Assessment of Human Rights Due Diligence in Supply Chain Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Cognizant Technology Solutions Corporation IT Services Governance 6/6/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Cognizant Technology Solutions Corporation IT Services Governance 6/6/2023 Shareholder Rights Amend Bylaws Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Booking Holdings Inc. Hotels, Restaurants & Leisure Governance 6/6/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Fortive Corporation Machinery Governance 6/6/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Devon Energy Corporation Oil, Gas & Consumable Fuels Governance 6/7/2023 Shareholder Rights Amend Right to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Comcast Corporation Media Governance 6/7/2023 Business ethics, transparency and accountability Report on Risks Related to Operations in China Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Comcast Corporation Media Governance 6/7/2023 Business ethics, transparency and accountability Report on Congruency of Political Spending with Company Values and Priorities Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Comcast Corporation Media Environmental 6/7/2023 Climate Change Report on GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Comcast Corporation Media Environmental 6/7/2023 Climate Change Report on Climate Risk in Retirement Plan Options Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Comcast Corporation Media Social 6/7/2023 Diversity and Inclusion Oversee and Report on a Racial Equity Audit Against Against We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Bath & Body Works, Inc. Specialty Retail Governance 6/8/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
CoStar Group, Inc. Professional Services Environmental 6/8/2023 Climate Change Adopt GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal Against Against We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Salesforce, Inc. Software Governance 6/8/2023 Board Quality Adopt Policy Prohibiting Directors from Simultaneously Sitting on the Board of Directors of Any Other Company Against Against We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Salesforce, Inc. Software Governance 6/8/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Digital Realty Trust, Inc. Specialized REITs Social 6/8/2023 Diversity and Inclusion Report on Whether Company Policies Reinforce Racism in Company Culture Against Against We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
FLEETCOR Technologies, Inc. Financial Services Governance 6/9/2023 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Regeneron Pharmaceuticals, Inc. Biotechnology Social 6/9/2023 Customers Report on Impact of Extended Patent Exclusivities on Product Access Against For Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry.
Caesars Entertainment, Inc. Hotels, Restaurants & Leisure Social 6/13/2023 Diversity and Inclusion Disclose Board Skills and Diversity Matrix Against Against We believe boards and management should each foster a culture of inclusiveness and acceptance of differences at all levels of the corporation. We encourage boards to foster diversity within the talent pipeline for management succession, as well as within their own board refreshment practices. Boards require a diverse range of skills and experiences to fulfill their strategy and oversight responsibilities. In addition to relevant skills and expertise, board nomination policies and refreshment practices should take into account the board’s composition in terms of gender, race, ethnicity and age. Boardroom culture should ensure that those diverse voices are proactively sought and valued, providing a counterbalance to potential board entrenchment and groupthink. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Caesars Entertainment, Inc. Hotels, Restaurants & Leisure Governance 6/13/2023 Business ethics, transparency and accountability Report on Political Contributions and Expenditures Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Dollar Tree, Inc. Multiline Retail Governance 6/13/2023 Business ethics, transparency and accountability Report on Economic and Social Risks of Compensation and Workforce Practices and Any Impact on Diversified Shareholders Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Caterpillar Inc. Machinery Governance 6/14/2023 Business ethics, transparency and accountability Report on Civil Rights and Non-Discrimination Audit Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Caterpillar Inc. Machinery Social 6/14/2023 Communities Report on Due Diligence Process of Doing Business in Conflict Affected Areas Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Caterpillar Inc. Machinery Governance 6/14/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Caterpillar Inc. Machinery Environmental 6/14/2023 Climate Change Report on Climate Lobbying Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Etsy, Inc. Broadline Retail Social 6/14/2023 Talent Management Commission Independent Review of Effectiveness of Efforts to Prevent Harassment and Discrimination Against Against We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Unconscious biases or acts of discrimination based on demographic and other personal characteristics such as race or gender can undermine the ability of diverse talent to contribute productively, and potentially lead to high turnover rates among diverse employees and suppliers. Systemic discrimination or harassment among workers can pose a threat to a firm’s reputation and increase the risk of labor disputes, litigation and regulatory enforcement actions. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s nondiscrimination policies and practices, or seeking to implement such policies, including equal employment opportunity standards. Support for the proposal is not warranted on the basis that the current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process.
Target Corporation Consumer Staples Distribution & Retail Governance 6/14/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Delta Air Lines, Inc. Passenger Airlines Social 6/15/2023 Talent Management Adopt and Disclose a Freedom of Association and Collective Bargaining Policy Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Delta Air Lines, Inc. Passenger Airlines Governance 6/15/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
General Motors Company Automobiles Environmental 6/20/2023 Natural Resources Report on Setting Sustainable Sourcing Targets Against Against Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
General Motors Company Automobiles Governance 6/20/2023 Shareholder Rights Provide Right to Act by Written Consent Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
General Motors Company Automobiles Governance 6/20/2023 Business ethics, transparency and accountability Report on Risks Related to Operations in China Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
eBay, Inc. Broadline Retail Governance 6/21/2023 Shareholder Rights Reduce Ownership Threshold for Shareholders to Call Special Meeting to 10% Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Nasdaq, Inc. Capital Markets Governance 6/21/2023 Board Structure & Operation Require Independent Board Chair Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Activision Blizzard, Inc. Entertainment Social 6/21/2023 Talent Management Adopt Policy on Freedom of Association and Collective Bargaining Against Against We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Activision Blizzard, Inc. Entertainment Governance 6/21/2023 Executive Compensation Submit Severance Agreement (Change-in-Control) to Shareholder Vote Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted as the outcome is not material or does not require timely resolution in terms of strategy and risk oversight.
The Kroger Co. Consumer Staples Distribution & Retail Governance 6/22/2023 Business ethics, transparency and accountability Report on Risks of Omitting Viewpoint and Ideological Diversity from EEO Policy Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
The Kroger Co. Consumer Staples Distribution & Retail Social 6/22/2023 Diversity and Inclusion Report on Gender/Racial Pay Gap Against For We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
The Kroger Co. Consumer Staples Distribution & Retail Environmental 6/22/2023 Natural Resources Report on Efforts to Reduce Plastic Use Against For Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
The Kroger Co. Consumer Staples Distribution & Retail Governance 6/22/2023 Business ethics, transparency and accountability Report on Charitable Contributions Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The Kroger Co. Consumer Staples Distribution & Retail Social 6/22/2023 Customers Report on Public Health Costs Due to Tobacco Product Sales and the Impact on Overall Market Against Against Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Mastercard Incorporated Financial Services Governance 6/27/2023 Business ethics, transparency and accountability Report on Cost-Benefit Analysis of Diversity and Inclusion Efforts Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on the stated [or intended outcome]which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value.
Mastercard Incorporated Financial Services Governance 6/27/2023 Shareholder Rights Amend Bylaws to Require Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Mastercard Incorporated Financial Services Governance 6/27/2023 Business ethics, transparency and accountability Report on Lobbying Payments and Policy Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Mastercard Incorporated Financial Services Social 6/27/2023 Product Responsibility Report on Establishing Merchant Category Code for Gun and Ammunition Stores Against Against