In order to meet a higher standard of transparency for our clients, rather than providing rationales for select votes, we are disclosing all vote rationales for every shareholder proposal at S&P 500 companies.1 This amounts to a catalog of over 400 votes and the reasoning behind them. All resolutions are assessed on a case-by-case basis to understand materiality for the specific company, existing disclosure and accountability measures. In addition to providing rationales for our voting, we indicate the ESG issue addressed and the alignment with principles laid out in our TIAA Policy Statement on Responsible Investing.
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| COMPANY NAME | INDUSTRY | ESG CATEGORY | NUVEEN SHAREHOLDER PROPOSAL CATEGORY | PROPOSAL TEXT | MANAGEMENT RECOMMENDATION | VOTE INSTRUCTION | ISSUE VOTING PRINCIPLE | VOTE RATIONALE |
|---|---|---|---|---|---|---|---|---|
| Constellation Brands, Inc. | Beverages | Social | Diversity and Inclusion | Adopt a Policy on Board Diversity | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| McKesson Corporation | Health Care Providers & Services | Social | Shareholder Rights | Provide Right to Act by Written Consent | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Electronic Arts Inc. | Entertainment | Governance | Shareholder Rights | Provide Right to Act by Written Consent | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| NetApp, Inc. | Technology Hardware, Storage & Peripherals | Governance | Shareholder Rights | Provide Right to Act by Written Consent | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| NortonLifeLock Inc. | Software | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Conagra Brands, Inc. | Food Products | Governance | Shareholder Rights | Provide Right to Act by Written Consent | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| FedEx Corporation | Air Freight & Logistics | Governance | Executive Compensation | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Against | For | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| FedEx Corporation | Air Freight & Logistics | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| FedEx Corporation | Air Freight & Logistics | Governance | Business ethics, transparency and accountability | Report on Alignment Between Company Values and Electioneering Contributions | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully. |
| FedEx Corporation | Air Freight & Logistics | Governance | Board Structure & Operation | Require Independent Board Chair | Against | For | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| FedEx Corporation | Air Freight & Logistics | Governance | Diversity and Inclusion | Report on Racism in Corporate Culture | Against | For | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal. |
| NIKE, Inc. | Textiles, Apparel & Luxury Goods | Social | Business ethics, transparency and accountability | Report on Political Contributions Disclosure | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| NIKE, Inc. | Textiles, Apparel & Luxury Goods | Governance | Diversity and Inclusion | Report on Diversity and Inclusion Efforts | Against | Against | We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| NIKE, Inc. | Textiles, Apparel & Luxury Goods | Social | Diversity and Inclusion | Report on Median Gender/Racial Pay Gap | Against | For | We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| NIKE, Inc. | Textiles, Apparel & Luxury Goods | Social | Communities | Report on Human Rights Impact Assessment | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Tesla, Inc. | Automobiles | Social | Board Quality | Assign Responsibility for Strategic Oversight of Human Capital Management to an Independent Board-Level Committee | Against | For | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal. |
| Tesla, Inc. | Automobiles | Governance | Business ethics, transparency and accountability | Report on Employee Arbitration | Against | For | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
| Tesla, Inc. | Automobiles | Governance | Board Structure & Operation | Declassify the Board of Directors | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We generally support shareholder resolutions asking that each member of the board of a publicly traded operating company stand for re-election annually. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Tesla, Inc. | Automobiles | Governance | Communities | Additional Reporting on Human Rights | Against | For | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
| Tesla, Inc. | Automobiles | Social | Diversity and Inclusion | Report on Diversity and Inclusion Efforts | Against | For | We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal. |
| The Procter & Gamble Company | Household Products | Social | Board Quality | Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Cintas Corporation | Commercial Services & Supplies | Governance | Shareholder Rights | Eliminate Supermajority Vote Requirement | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Cardinal Health, Inc. | Health Care Providers & Services | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted based on factors related to a past company or industry controversy, as it is not material to ongoing business operations or has been addressed adequately. |
| Automatic Data Processing, Inc. | IT Services | Governance | Board Quality | Report on Workforce Engagement in Governance | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Fox Corporation | Media | Governance | Business ethics, transparency and accountability | Amend Certificate of Incorporation to Become a Public Benefit Corporation | Against | Against | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Fox Corporation | Media | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Oracle Corporation | Software | Governance | Business ethics, transparency and accountability | Report on Political Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Oracle Corporation | Software | Governance | Board Structure & Operation | Require Independent Board Chair | Against | For | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Oracle Corporation | Software | Governance | Diversity and Inclusion | Report on Racial Equity Audit | Against | For | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal. |
| The Clorox Company | Household Products | Social | Board Quality | Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| News Corporation | Media | Governance | Shareholder Rights | Adopt Simple Majority Vote | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Sysco Corporation | Food & Staples Retailing | Governance | Climate Change | Report on GHG Emissions Reduction Targets | None | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Microsoft Corporation | Software | Environmental | Business ethics, transparency and accountability | Report on Lobbying Activities Alignment with Company Policies | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile.We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Microsoft Corporation | Software | Governance | Business ethics, transparency and accountability | Report on Implementation of the Fair Chance Business Pledge | Against | Against | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Microsoft Corporation | Software | Governance | Customers | Prohibit Sales of Facial Recognition Technology to All Government Entities | Against | Against | We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Microsoft Corporation | Software | Social | Talent Management | Report on Effectiveness of Workplace Sexual Harassment Policies | Against | For | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Microsoft Corporation | Software | Social | Diversity and Inclusion | Report on Gender/Racial Pay Gap | Against | For | We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Campbell Soup Company | Food Products | Social | Shareholder Rights | Allow Shareholder Meetings to be Held in Virtual Format | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Campbell Soup Company | Food Products | Governance | Shareholder Rights | Adopt Simple Majority Vote | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Cisco Systems, Inc. | Communications Equipment | Governance | Shareholder Rights | Amend Proxy Access Right | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| AutoZone, Inc. | Specialty Retail | Governance | Climate Change | Report on Annual Climate Transition | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| FactSet Research Systems Inc. | Capital Markets | Environmental | Shareholder Rights | Adopt Proxy Access Right | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Costco Wholesale Corporation | Food & Staples Retailing | Governance | Climate Change | Report on GHG Emissions Reduction Targets | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Costco Wholesale Corporation | Food & Staples Retailing | Environmental | Business ethics, transparency and accountability | Report on Charitable Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Costco Wholesale Corporation | Food & Staples Retailing | Governance | Diversity and Inclusion | Report on Racial Justice and Food Equity | Against | For | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal. |
| Becton, Dickinson and Company | Health Care Equipment & Supplies | Social | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Hormel Foods Corporation | Food Products | Governance | Product Responsibility | Report on Public Health Impacts of Antibiotic Use in Product Supply Chain | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Walgreens Boots Alliance, Inc. | Food & Staples Retailing | Social | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Walgreens Boots Alliance, Inc. | Food & Staples Retailing | Governance | Business ethics, transparency and accountability | Amend Certificate of Incorporation to Become a Public Benefit Corporation | Against | Against | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Walgreens Boots Alliance, Inc. | Food & Staples Retailing | Governance | Customers | Report on Public Health Costs Due to Tobacco Product Sales and the Impact on Overall Market | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Tyson Foods, Inc. | Food Products | Social | Natural Resources | Report on Sustainable Packaging Efforts | Against | For | Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. | Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
| Deere & Company | Machinery | Environmental | Shareholder Rights | Amend Governing Documents Regarding Requirements to Call for a Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Apple Inc. | Technology Hardware, Storage & Peripherals | Governance | Business ethics, transparency and accountability | Approve Revision of Transparency Reports | Against | Against | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted on the basis that the company’s current disclosures follow best practice, standard reporting frameworks, which support integration of the company’s ESG policies and performance into the investment process. |
| Apple Inc. | Technology Hardware, Storage & Peripherals | Governance | Business ethics, transparency and accountability | Amend Articles of Incorporation to become a Social Purpose Corporation | Against | Against | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Apple Inc. | Technology Hardware, Storage & Peripherals | Governance | Talent Management | Report on Concealment Clauses | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Apple Inc. | Technology Hardware, Storage & Peripherals | Social | Diversity and Inclusion | Report on Civil Rights Audit | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Apple Inc. | Technology Hardware, Storage & Peripherals | Social | Diversity and Inclusion | Report on Median Gender/Racial Pay Gap | Against | For | We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Apple Inc. | Technology Hardware, Storage & Peripherals | Social | Communities | Report on Forced Labor | Against | For | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. | Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
| The Walt Disney Company | Entertainment | Social | Business ethics, transparency and accountability | Report on Workplace Non-Discrimination Audit | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| The Walt Disney Company | Entertainment | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Walt Disney Company | Entertainment | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Walt Disney Company | Entertainment | Governance | Diversity and Inclusion | Report on Gender/Racial Pay Gap | Against | For | We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| The Walt Disney Company | Entertainment | Social | Communities | Report on Human Rights Due Diligence | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Applied Materials, Inc. | Semiconductors & Semiconductor Equipment | Social | Executive Compensation | Improve Executive Compensation Program and Policy | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Applied Materials, Inc. | Semiconductors & Semiconductor Equipment | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| AmerisourceBergen Corporation | Health Care Providers & Services | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| AmerisourceBergen Corporation | Health Care Providers & Services | Governance | Executive Compensation | Adopt a Policy That No Financial Metric Be Adjusted to Exclude Legal or Compliance Costs in Determining Executive Compensation | Against | Against | Executive compensation should be
used as a tool to drive and reward long-term sustainable value creation while
also attracting and retaining top talent. We expect boards of directors, who
are in the best position to take all of the relevant factors into consideration,
to establish executive compensation programs that appropriately incentivize
executive management. We are mindful that each company’s situation is unique,
and encourage boards to craft compensation programs that are appropriately
tailored to the company’s business strategy. We will consider on a
case-by-case basis shareholder resolutions related to specific compensation
practices. Generally, we believe specific practices are the purview of the
board. |
Support for the proposal is not warranted on the basis that the current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| Agilent Technologies, Inc. | Life Sciences Tools & Services | Governance | Shareholder Rights | Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Starbucks Corporation | Hotels, Restaurants & Leisure | Governance | Diversity and Inclusion | Report on Prevention of Harassment and Discrimination in the Workplace | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Hewlett Packard Enterprise Company | Technology Hardware, Storage & Peripherals | Social | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Synopsys, Inc. | Software | Governance | Shareholder Rights | Provide Right to Act by Written Consent | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Bank of New York Mellon Corporation | Capital Markets | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| IQVIA Holdings Inc. | Life Sciences Tools & Services | Governance | Shareholder Rights | Require a Majority Vote for the Election of Directors | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We generally support shareholder resolutions asking that companies amend their governance documents to provide for director election by majority vote. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Lennar Corporation | Household Durables | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Dow Inc. | Chemicals | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| HP Inc. | Technology Hardware, Storage & Peripherals | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Lockheed Martin Corporation | Aerospace & Defense | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Lockheed Martin Corporation | Aerospace & Defense | Governance | Communities | Report on Human Rights Impact Assessment | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| The AES Corporation | Independent Power & Renewable Electricity Producers | Social | Executive Compensation | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Against | For | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| HCA Healthcare, Inc. | Health Care Providers & Services | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| HCA Healthcare, Inc. | Health Care Providers & Services | Governance | Business ethics, transparency and accountability | Report on Political Contributions | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| SVB Financial Group | Banks | Governance | Diversity and Inclusion | Report on Third-Party Racial Justice Audit | Against | For | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Stanley Black & Decker, Inc. | Machinery | Social | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Honeywell International Inc. | Industrial Conglomerates | Governance | Natural Resources | Report on Environmental and Social Due Diligence | Against | For | Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. | Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully. |
| Honeywell International Inc. | Industrial Conglomerates | Environmental | Climate Change | Report on Climate Lobbying | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Honeywell International Inc. | Industrial Conglomerates | Environmental | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Charter Communications, Inc. | Media | Governance | Climate Change | Disclose Climate Action Plan and GHG Emissions Reduction Targets | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| The Coca-Cola Company | Beverages | Environmental | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Coca-Cola Company | Beverages | Governance | Business ethics, transparency and accountability | Report on Global Public Policy and Political Influence | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Charter Communications, Inc. | Media | Governance | Business ethics, transparency and accountability | Report on Congruency of Political Spending with Company Values and Priorities | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal. |
| Charter Communications, Inc. | Media | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Charter Communications, Inc. | Media | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
| The Coca-Cola Company | Beverages | Governance | Product Responsibility | Report on External Public Health Costs | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Charter Communications, Inc. | Media | Social | Diversity and Inclusion | Report on Effectiveness of Diversity, Equity and Inclusion Efforts and Metrics | Against | For | We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Charter Communications, Inc. | Media | Social | Diversity and Inclusion | Adopt Policy to Annually Disclose EEO-1 Data | Against | For | We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is warranted on the basis that the company’s current disclosures are not aligned with this best practice reporting framework, which provides for consistent ESG data that allows for integration into the investment process. |
| Citigroup Inc. | Banks | Social | Climate Change | Adopt a Financing Policy Consistent with IEA's Net Zero Emissions by 2050 Scenario | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Citigroup Inc. | Banks | Environmental | Business ethics, transparency and accountability | Report on Civil Rights and Non-Discrimination Audit | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Citigroup Inc. | Banks | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Citigroup Inc. | Banks | Governance | Business ethics, transparency and accountability | Adopt Management Pay Clawback Authorization Policy | Against | Against | Corporate governance practices
that promote accountability and transparency create a framework to ensure
companies operate in an ethical manner. Ethical business practices can
mitigate against fraud, breaches of integrity, and abuses of authority, and
can reduce a company’s overall risk profile. We believe that robust corporate
governance practices ensure board and management accountability and sustain a
culture of integrity. Compensation plans should generally establish policies
to recoup, or claw back, variable compensation paid to senior executives for
fraudulent activities, defective financial reporting, and creating undue
reputational risk. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Citigroup Inc. | Banks | Governance | Communities | Report on Respecting Indigenous Peoples' Rights | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Exelon Corporation | Electric Utilities | Social | Communities | Report on Use of Child Labor in Supply Chain | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Bank of America Corporation | Banks | Social | Climate Change | Adopt Fossil Fuel Lending Policy Consistent with IEA's Net Zero 2050 Scenario | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Wells Fargo & Company | Banks | Environmental | Climate Change | Adopt a Financing Policy Consistent with IEA's Net Zero Emissions by 2050 Scenario | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Bank of America Corporation | Banks | Environmental | Business ethics, transparency and accountability | Report on Charitable Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Bank of America Corporation | Banks | Governance | Business ethics, transparency and accountability | Report on Civil Rights and Nondiscrimination Audit | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Wells Fargo & Company | Banks | Governance | Business ethics, transparency and accountability | Report on Charitable Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Wells Fargo & Company | Banks | Governance | Business ethics, transparency and accountability | Report on Incentive-Based Compensation and Risks of Material Losses | Against | Against | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted based on factors related to a past company or industry controversy, as it is not material to ongoing business operations or has been addressed adequately. |
| Wells Fargo & Company | Banks | Governance | Business ethics, transparency and accountability | Adopt Management Pay Clawback Authorization Policy | Against | Against | Corporate governance practices
that promote accountability and transparency create a framework to ensure
companies operate in an ethical manner. Ethical business practices can
mitigate against fraud, breaches of integrity, and abuses of authority, and
can reduce a company’s overall risk profile. We believe that robust corporate
governance practices ensure board and management accountability and sustain a
culture of integrity. Compensation plans should generally establish policies
to recoup, or claw back, variable compensation paid to senior executives for
fraudulent activities, defective financial reporting, and creating undue
reputational risk. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Centene Corporation | Health Care Providers & Services | Governance | Shareholder Rights | Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| International Business Machines Corporation | IT Services | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| International Business Machines Corporation | IT Services | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Wells Fargo & Company | Banks | Governance | Diversity and Inclusion | Oversee and Report a Racial Equity Audit | Against | For | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Wells Fargo & Company | Banks | Social | Communities | Report on Respecting Indigenous Peoples' Rights | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Wells Fargo & Company | Banks | Social | Diversity and Inclusion | Report on Board Diversity | Against | Against | We believe boards and management should each foster a culture of inclusiveness and acceptance of differences at all levels of the corporation. We encourage boards to foster diversity within the talent pipeline for management succession, as well as within their own board refreshment practices. Boards require a diverse range of skills and experiences to fulfill their strategy and oversight responsibilities. In addition to relevant skills and expertise, board nomination policies and refreshment practices should take into account the board’s composition in terms of gender, race, ethnicity and age. Boardroom culture should ensure that those diverse voices are proactively sought and valued, providing a counterbalance to potential board entrenchment and groupthink. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| International Business Machines Corporation | IT Services | Social | Talent Management | Report on Concealment Clauses | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| PACCAR Inc | Machinery | Social | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Truist Financial Corporation | Banks | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| BorgWarner Inc. | Auto Components | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Cigna Corporation | Health Care Providers & Services | Governance | Business ethics, transparency and accountability | Report on Congruency of Political Spending with Company Values and Priorities | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal. |
| Cigna Corporation | Health Care Providers & Services | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Cigna Corporation | Health Care Providers & Services | Governance | Diversity and Inclusion | Report on Gender Pay Gap | Against | For | We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Marathon Petroleum Corporation | Oil, Gas & Consumable Fuels | Social | Climate Change | Report on Climate Strategy Consistent with ILO's "Just Transition Guidelines" | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Marathon Petroleum Corporation | Oil, Gas & Consumable Fuels | Environmental | Business ethics, transparency and accountability | Amend Compensation Clawback Policy | Against | For | Corporate governance practices
that promote accountability and transparency create a framework to ensure
companies operate in an ethical manner. Ethical business practices can
mitigate against fraud, breaches of integrity, and abuses of authority, and
can reduce a company’s overall risk profile. We believe that robust corporate
governance practices ensure board and management accountability and sustain a
culture of integrity. Compensation plans should generally establish policies
to recoup, or claw back, variable compensation paid to senior executives for
fraudulent activities, defective financial reporting, and creating undue
reputational risk. |
Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Marathon Petroleum Corporation | Oil, Gas & Consumable Fuels | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Textron Inc. | Aerospace & Defense | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The PNC Financial Services Group, Inc. | Banks | Governance | Product Responsibility | Report on Risk Management and Nuclear Weapon Industry | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Moderna, Inc. | Biotechnology | Social | Business ethics, transparency and accountability | Report on the Feasibility of Transferring Intellectual Property | Against | Against | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| The Goldman Sachs Group, Inc. | Capital Markets | Governance | Climate Change | Adopt a Financing Policy Consistent with IEA's Net Zero Emissions by 2050 Scenario | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| The Goldman Sachs Group, Inc. | Capital Markets | Environmental | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Goldman Sachs Group, Inc. | Capital Markets | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Goldman Sachs Group, Inc. | Capital Markets | Governance | Business ethics, transparency and accountability | Report on Charitable Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Texas Instruments Incorporated | Semiconductors & Semiconductor Equipment | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Global Payments Inc. | IT Services | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Pfizer Inc. | Pharmaceuticals | Governance | Business ethics, transparency and accountability | Report on Congruency of Political Electioneering Expenditures with Company Values and Policies | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Pfizer Inc. | Pharmaceuticals | Governance | Shareholder Rights | Amend Proxy Access Right | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Pfizer Inc. | Pharmaceuticals | Governance | Customers | Report on Public Health Costs of Limited Sharing of Vaccine Technology | Against | Against | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Pfizer Inc. | Pharmaceuticals | Social | Customers | Report on Board Oversight of Risks Related to Anticompetitive Practices | Against | For | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Pfizer Inc. | Pharmaceuticals | Social | Customers | Report on Feasibility of Technology Transfer to Boost Covid-19 Vaccine Production | Against | Against | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Johnson & Johnson | Pharmaceuticals | Social | Executive Compensation | Consider Pay Disparity Between Executives and Other Employees | Against | Against | Executive compensation should be
used as a tool to drive and reward long-term sustainable value creation while
also attracting and retaining top talent. We expect boards of directors, who
are in the best position to take all of the relevant factors into consideration,
to establish executive compensation programs that appropriately incentivize
executive management. We are mindful that each company’s situation is unique,
and encourage boards to craft compensation programs that are appropriately
tailored to the company’s business strategy. We will consider on a
case-by-case basis shareholder resolutions related to specific compensation
practices. Generally, we believe specific practices are the purview of the
board. |
Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Johnson & Johnson | Pharmaceuticals | Governance | Executive Compensation | Adopt Policy to Include Legal and Compliance Costs in Incentive Compensation Metrics | Against | Against | Executive compensation should be
used as a tool to drive and reward long-term sustainable value creation while
also attracting and retaining top talent. We expect boards of directors, who
are in the best position to take all of the relevant factors into consideration,
to establish executive compensation programs that appropriately incentivize
executive management. We are mindful that each company’s situation is unique,
and encourage boards to craft compensation programs that are appropriately
tailored to the company’s business strategy. We will consider on a
case-by-case basis shareholder resolutions related to specific compensation
practices. Generally, we believe specific practices are the purview of the
board. |
Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Johnson & Johnson | Pharmaceuticals | Governance | Business ethics, transparency and accountability | Publish Third-Party Review of Alignment of Company's Lobbying Activities with its Public Statements | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Johnson & Johnson | Pharmaceuticals | Governance | Business ethics, transparency and accountability | Report on Charitable Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Johnson & Johnson | Pharmaceuticals | Governance | Business ethics, transparency and accountability | Report on a Civil Rights, Equity, Diversity and Inclusion Audit | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Johnson & Johnson | Pharmaceuticals | Governance | Product Responsibility | Discontinue Global Sales of Baby Powder Containing Talc | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Johnson & Johnson | Pharmaceuticals | Social | Customers | Report on Public Health Costs of Limited Sharing of Vaccine Technology | Against | Against | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Johnson & Johnson | Pharmaceuticals | Social | Customers | Report on Government Financial Support and Access to COVID-19 Vaccines and Therapeutics | Against | For | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. | Support for the proposal is warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Johnson & Johnson | Pharmaceuticals | Social | Diversity and Inclusion | Oversee and Report a Racial Equity Audit | Against | For | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Valero Energy Corporation | Oil, Gas & Consumable Fuels | Social | Climate Change | Disclose Climate Action Plan and GHG Emissions Reduction Targets | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Church & Dwight Co., Inc. | Household Products | Environmental | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| The Boeing Company | Aerospace & Defense | Governance | Climate Change | Report on Net Zero Indicator | For | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| The Boeing Company | Aerospace & Defense | Environmental | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Boeing Company | Aerospace & Defense | Governance | Business ethics, transparency and accountability | Report on Charitable Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| The Boeing Company | Aerospace & Defense | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Abbott Laboratories | Health Care Equipment & Supplies | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Abbott Laboratories | Health Care Equipment & Supplies | Governance | Executive Compensation | Adopt Policy on 10b5-1 Plans | Against | For | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Abbott Laboratories | Health Care Equipment & Supplies | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Abbott Laboratories | Health Care Equipment & Supplies | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Abbott Laboratories | Health Care Equipment & Supplies | Governance | Product Responsibility | Report on Public Health Costs of Antimicrobial Resistance | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Teleflex Incorporated | Health Care Equipment & Supplies | Social | Shareholder Rights | Adopt Simple Majority Vote | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Kellogg Company | Food Products | Governance | Executive Compensation | Consider Pay Disparity Between CEO and Other Employees | Against | Against | Executive compensation should be
used as a tool to drive and reward long-term sustainable value creation while
also attracting and retaining top talent. We expect boards of directors, who
are in the best position to take all of the relevant factors into consideration,
to establish executive compensation programs that appropriately incentivize
executive management. We are mindful that each company’s situation is unique,
and encourage boards to craft compensation programs that are appropriately
tailored to the company’s business strategy. We will consider on a
case-by-case basis shareholder resolutions related to specific compensation
practices. Generally, we believe specific practices are the purview of the
board. |
Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| DISH Network Corporation | Media | Governance | Business ethics, transparency and accountability | Report on Political Contributions | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Berkshire Hathaway Inc. | Diversified Financial Services | Governance | Climate Change | Report on GHG Emissions Reduction Targets | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Berkshire Hathaway Inc. | Diversified Financial Services | Environmental | Climate Change | Report on Climate-Related Risks and Opportunities | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
| Berkshire Hathaway Inc. | Diversified Financial Services | Environmental | Board Structure & Operation | Require Independent Board Chair | Against | For | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Berkshire Hathaway Inc. | Diversified Financial Services | Governance | Diversity and Inclusion | Report on Effectiveness of Diversity Equity and Inclusion Efforts and Metrics | Against | For | We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Eli Lilly and Company | Pharmaceuticals | Social | Business ethics, transparency and accountability | Publish Third-Party Review of Alignment of Company's Lobbying Activities with its Public Statements | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Eli Lilly and Company | Pharmaceuticals | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Eli Lilly and Company | Pharmaceuticals | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Eli Lilly and Company | Pharmaceuticals | Governance | Customers | Report on Board Oversight of Risks Related to Anticompetitive Pricing Strategies | Against | For | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Expeditors International of Washington, Inc. | Air Freight & Logistics | Social | Business ethics, transparency and accountability | Report on Political Contributions and Expenditures | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| American Express Company | Consumer Finance | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Baxter International Inc. | Health Care Equipment & Supplies | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Baxter International Inc. | Health Care Equipment & Supplies | Governance | Shareholder Rights | Reduce Ownership Threshold for Special Shareholder Meetings to 10% | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Edwards Lifesciences Corporation | Health Care Equipment & Supplies | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| OmnicomGroup Inc. | Media | Governance | Business ethics, transparency and accountability | Report on Political Contributions and Expenditures | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully. |
| Bristol-Myers Squibb Company | Pharmaceuticals | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Bristol-Myers Squibb Company | Pharmaceuticals | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Huntington Ingalls Industries, Inc. | Aerospace & Defense | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| General Dynamics Corporation | Aerospace & Defense | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| PepsiCo, Inc. | Beverages | Governance | Business ethics, transparency and accountability | Report on Global Public Policy and Political Influence | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| PepsiCo, Inc. | Beverages | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| General Dynamics Corporation | Aerospace & Defense | Governance | Communities | Report on Human Rights Due Diligence | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| PepsiCo, Inc. | Beverages | Social | Product Responsibility | Report on Public Health Costs of Food and Beverages Products | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Philip Morris International Inc | Tobacco | Social | Customers | Phase Out Production of Health-Hazardous and Addictive Products | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Stryker Corporation | Health Care Equipment & Supplies | Social | Shareholder Rights | Amend Proxy Access Right | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Gilead Sciences, Inc. | Biotechnology | Governance | Business ethics, transparency and accountability | Publish Third-Party Review of Alignment of Company's Lobbying Activities with its Public Statements | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Gilead Sciences, Inc. | Biotechnology | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Gilead Sciences, Inc. | Biotechnology | Governance | Board Quality | Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Gilead Sciences, Inc. | Biotechnology | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| General Electric Company | Industrial Conglomerates | Governance | Board Quality | Approve Nomination of Employee Representative Director | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| General Electric Company | Industrial Conglomerates | Governance | Executive Compensation | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Against | For | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| General Electric Company | Industrial Conglomerates | Governance | Executive Compensation | Approve Cessation of All Executive Stock Option and Bonus Programs | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
| Gilead Sciences, Inc. | Biotechnology | Governance | Customers | Report on Board Oversight of Risks Related to Anticompetitive Practices | Against | For | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| United Parcel Service, Inc. | Air Freight & Logistics | Social | Climate Change | Report on Balancing Climate Measures and Financial Returns | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| United Parcel Service, Inc. | Air Freight & Logistics | Environmental | Climate Change | Adopt Independently Verified Science-Based GHG Reduction Targets | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| United Parcel Service, Inc. | Air Freight & Logistics | Environmental | Climate Change | Report on Corporate Climate Lobbying Aligned with Paris Agreement | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| DTE Energy Company | Multi-Utilities | Environmental | Climate Change | Revise Net Zero by 2050 Goal to Include Full Scope 3 Value Chain Emissions | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal. |
| United Parcel Service, Inc. | Air Freight & Logistics | Environmental | Shareholder Rights | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Against | For | We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| United Parcel Service, Inc. | Air Freight & Logistics | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| DTE Energy Company | Multi-Utilities | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| United Parcel Service, Inc. | Air Freight & Logistics | Governance | Diversity and Inclusion | Report on Effectiveness of Diversity Equity and Inclusion Efforts and Metrics | Against | Against | We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Archer-Daniels-Midland Company | Food Products | Social | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Archer-Daniels-Midland Company | Food Products | Governance | Product Responsibility | Report on Pesticide Use in the Company's Supply Chain | Against | For | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Newell Brands Inc. | Household Durables | Social | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| United Rentals, Inc. | Trading Companies & Distributors | Governance | Shareholder Rights | Reduce Ownership Threshold for Special Shareholder Meetings to 10% | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Ecolab Inc. | Chemicals | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Kraft Heinz Company | Food Products | Governance | Natural Resources | Report on Metrics and Efforts to Reduce Water Related Risk | Against | Against | Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Eastman Chemical Company | Chemicals | Environmental | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Alaska Air Group, Inc. | Airlines | Governance | Executive Compensation | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Duke Energy Corporation | Electric Utilities | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Cadence Design Systems, Inc. | Software | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Illinois Tool Works Inc. | Machinery | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Occidental Petroleum Corporation | Oil, Gas & Consumable Fuels | Governance | Climate Change | Report on Quantitative Short, Medium and Long-Term GHG Emissions Reduction Targets | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| AbbVie Inc. | Biotechnology | Environmental | Business ethics, transparency and accountability | Report on Congruency of Political Spending with Company Values and Priorities | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| AbbVie Inc. | Biotechnology | Governance | Executive Compensation | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| AbbVie Inc. | Biotechnology | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Dover Corporation | Machinery | Governance | Shareholder Rights | Provide Right to Act by Written Consent | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| AbbVie Inc. | Biotechnology | Governance | Customers | Report on Board Oversight of Risks Related to Anticompetitive Practices | Against | For | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Colgate-Palmolive Company | Household Products | Social | Business ethics, transparency and accountability | Report on Charitable Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Colgate-Palmolive Company | Household Products | Governance | Executive Compensation | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Marriott International, Inc. | Hotels, Restaurants & Leisure | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Marriott International, Inc. | Hotels, Restaurants & Leisure | Governance | Talent Management | Report On Costs of Low Wages and Inequality and Impact on Diversified Shareholders | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| International Paper Company | Containers & Packaging | Social | Business ethics, transparency and accountability | Report on Costs and Benefits of Environmental Related Expenditures | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| International Paper Company | Containers & Packaging | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| PPG Industries, Inc. | Chemicals | Governance | Executive Compensation | Consider Pay Disparity Between CEO and Other Employees | Against | Against | Executive compensation should be
used as a tool to drive and reward long-term sustainable value creation while
also attracting and retaining top talent. We expect boards of directors, who
are in the best position to take all of the relevant factors into consideration,
to establish executive compensation programs that appropriately incentivize
executive management. We are mindful that each company’s situation is unique,
and encourage boards to craft compensation programs that are appropriately
tailored to the company’s business strategy. We will consider on a
case-by-case basis shareholder resolutions related to specific compensation
practices. Generally, we believe specific practices are the purview of the
board. |
Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| 3M Company | Industrial Conglomerates | Governance | Business ethics, transparency and accountability | Report on Environmental Costs and Impact on Diversified Shareholders | Against | Against | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| 3M Company | Industrial Conglomerates | Governance | Communities | Report on Operations in Communist China | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| ConocoPhillips | Oil, Gas & Consumable Fuels | Social | Climate Change | Report on GHG Emissions Reduction Targets | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
| ConocoPhillips | Oil, Gas & Consumable Fuels | Environmental | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| ConocoPhillips | Oil, Gas & Consumable Fuels | Governance | Shareholder Rights | Provide Right to Call Special Meetings | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Cummins Inc. | Machinery | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Waste Management, Inc. | Commercial Services & Supplies | Governance | Diversity and Inclusion | Report on Civil Rights Audit | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Prudential Financial, Inc. | Insurance | Social | Shareholder Rights | Provide Right to Act by Written Consent | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Danaher Corporation | Life Sciences Tools & Services | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| CVS Health Corporation | Health Care Providers & Services | Governance | Business ethics, transparency and accountability | Commission a Workplace Non-Discrimination Audit | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| CVS Health Corporation | Health Care Providers & Services | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| CVS Health Corporation | Health Care Providers & Services | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| CVS Health Corporation | Health Care Providers & Services | Governance | Product Responsibility | Report on External Public Health Costs and Impact on Diversified Shareholders | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| CVS Health Corporation | Health Care Providers & Services | Social | Talent Management | Adopt a Policy on Paid Sick Leave for All Employees | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Tractor Supply Company | Specialty Retail | Social | Talent Management | Report on Costs of Low Wages and Inequality and Impact on Diversified Shareholders | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Phillips 66 | Oil, Gas & Consumable Fuels | Social | Natural Resources | Report on Reducing Plastic Pollution | Against | Against | Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Phillips 66 | Oil, Gas & Consumable Fuels | Environmental | Climate Change | Adopt GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
| Laboratory Corporation of America Holdings | Health Care Providers & Services | Environmental | Shareholder Rights | Amend Right to Call Special Meeting to Remove One-Year Holding Requirement | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Dominion Energy, Inc. | Multi-Utilities | Governance | Climate Change | Report on the Risk of Natural Gas Stranded Assets | None | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Dominion Energy, Inc. | Multi-Utilities | Environmental | Climate Change | Adopt Medium Term Scope 3 GHG Emissions Reduction Target | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Dominion Energy, Inc. | Multi-Utilities | Environmental | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| CF Industries Holdings, Inc. | Chemicals | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| American Water Works Company, Inc. | Water Utilities | Governance | Diversity and Inclusion | Report on Third-Party Racial Equity Audit | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| American International Group, Inc. | Insurance | Social | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Skyworks Solutions, Inc. | Semiconductors & Semiconductor Equipment | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Ford Motor Company | Automobiles | Governance | Shareholder Rights | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Against | For | We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Norfolk Southern Corporation | Road & Rail | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Intel Corporation | Semiconductors & Semiconductor Equipment | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Bath & Body Works, Inc. | Specialty Retail | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Intel Corporation | Semiconductors & Semiconductor Equipment | Governance | Diversity and Inclusion | Report on Third-Party Civil Rights Audit | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Verizon Communications Inc. | Diversified Telecommunication Services | Social | Executive Compensation | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Verizon Communications Inc. | Diversified Telecommunication Services | Governance | Business ethics, transparency and accountability | Amend Senior Executive Compensation Clawback Policy | Against | For | Corporate governance practices
that promote accountability and transparency create a framework to ensure
companies operate in an ethical manner. Ethical business practices can
mitigate against fraud, breaches of integrity, and abuses of authority, and
can reduce a company’s overall risk profile. We believe that robust corporate
governance practices ensure board and management accountability and sustain a
culture of integrity. Compensation plans should generally establish policies
to recoup, or claw back, variable compensation paid to senior executives for
fraudulent activities, defective financial reporting, and creating undue
reputational risk. |
Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
| Verizon Communications Inc. | Diversified Telecommunication Services | Governance | Business ethics, transparency and accountability | Report on Charitable Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Verizon Communications Inc. | Diversified Telecommunication Services | Governance | Communities | Report on Operations in Communist China | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| O'Reilly Automotive, Inc. | Specialty Retail | Social | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| ANSYS, Inc. | Software | Governance | Board Structure & Operation | Declassify the Board of Directors | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We generally support shareholder resolutions asking that each member of the board of a publicly traded operating company stand for re-election annually. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Intercontinental Exchange, Inc. | Capital Markets | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting to 10% | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Sempra Energy | Multi-Utilities | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Republic Services, Inc. | Commercial Services & Supplies | Governance | Business ethics, transparency and accountability | Amend Senior Executive Compensation Clawback Policy | Against | For | Corporate governance practices
that promote accountability and transparency create a framework to ensure
companies operate in an ethical manner. Ethical business practices can
mitigate against fraud, breaches of integrity, and abuses of authority, and
can reduce a company’s overall risk profile. We believe that robust corporate
governance practices ensure board and management accountability and sustain a
culture of integrity. Compensation plans should generally establish policies
to recoup, or claw back, variable compensation paid to senior executives for
fraudulent activities, defective financial reporting, and creating undue
reputational risk. |
Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
| Republic Services, Inc. | Commercial Services & Supplies | Governance | Diversity and Inclusion | Report on Third-Party Civil Rights Audit | Against | For | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
| Republic Services, Inc. | Commercial Services & Supplies | Social | Diversity and Inclusion | Report on Third-Party Environmental Justice Audit | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| FirstEnergy Corp. | Electric Utilities | Social | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| FirstEnergy Corp. | Electric Utilities | Governance | Communities | Report on Child Labor Audit | Against | Against | We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| JPMorgan Chase & Co. | Banks | Social | Climate Change | Report on Absolute Targets for Financed GHG Emissions in Line with Net Zero Commitments | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| JPMorgan Chase & Co. | Banks | Environmental | Climate Change | Adopt Fossil Fuel Financing Policy Consistent with IEA's Net Zero 2050 Scenario | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| JPMorgan Chase & Co. | Banks | Environmental | Business ethics, transparency and accountability | Amend Certificate of Incorporation to Become a Public Benefit Corporation | Against | Against | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| JPMorgan Chase & Co. | Banks | Governance | Business ethics, transparency and accountability | Disclose Director Skills and Qualifications Including Ideological Perspectives | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| JPMorgan Chase & Co. | Banks | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| JPMorgan Chase & Co. | Banks | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Hershey Company | Food Products | Governance | Communities | Report on Eradication of Child Labor in Cocoa Production | Against | For | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| The Charles Schwab Corporation | Capital Markets | Social | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| The Charles Schwab Corporation | Capital Markets | Governance | Shareholder Rights | Adopt Proxy Access Right | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Northrop Grumman Corporation | Aerospace & Defense | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Chipotle Mexican Grill, Inc. | Hotels, Restaurants & Leisure | Governance | Diversity and Inclusion | Report on Effectiveness of Diversity Equity and Inclusion Efforts and Metrics | Against | For | We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal. |
| Chipotle Mexican Grill, Inc. | Hotels, Restaurants & Leisure | Social | Diversity and Inclusion | Oversee and Report a Racial Equity Audit | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted on the basis that the current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| Anthem, Inc. | Health Care Providers & Services | Social | Business ethics, transparency and accountability | Adopt a Policy Prohibiting Direct and Indirect Political Contributions to Candidates | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile.We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
| Anthem, Inc. | Health Care Providers & Services | Governance | Diversity and Inclusion | Oversee and Report a Racial Equity Audit | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| State Street Corporation | Capital Markets | Social | Business ethics, transparency and accountability | Report on Asset Management Policies and Diversified Investors | Against | Against | We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. | Support for the proposal is not warranted on the basis that the company’s current disclosures follow best practice, standard reporting frameworks, which support integration of the company’s ESG policies and performance into the investment process. |
| Mondelez International, Inc. | Food Products | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Mondelez International, Inc. | Food Products | Governance | Diversity and Inclusion | Oversee and Report on a Racial Equity Audit | Against | For | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Southwest Airlines Co. | Airlines | Social | Executive Compensation | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Against | For | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Southwest Airlines Co. | Airlines | Governance | Board Structure & Operation | Adopt Majority Vote Cast to Remove Directors With or Without Cause | Against | For | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Universal Health Services, Inc. | Health Care Providers & Services | Governance | Shareholder Rights | Require a Majority Vote for the Election of Directors | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We generally support shareholder resolutions asking that companies amend their governance documents to provide for director election by majority vote. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Fiserv, Inc. | IT Services | Governance | Executive Compensation | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| CBRE Group, Inc. | Real Estate Management & Development | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Quest Diagnostics Incorporated | Health Care Providers & Services | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Amphenol Corporation | Electronic Equipment, Instruments & Components | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Hartford Financial Services Group, Inc. | Insurance | Governance | Climate Change | Adopt Policies to Ensure Underwriting Practices Do Not Support New Fossil Fuel Supplies | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Pinnacle West Capital Corporation | Electric Utilities | Environmental | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| CDW Corporation | Electronic Equipment, Instruments & Components | Governance | Shareholder Rights | Provide Right to Act by Written Consent | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| NextEra Energy, Inc. | Electric Utilities | Governance | Diversity and Inclusion | Report on Effectiveness of Diversity, Equity and Inclusion Efforts and Metrics | Against | For | We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| NextEra Energy, Inc. | Electric Utilities | Social | Diversity and Inclusion | Disclose a Board Diversity and Qualifications Matrix | Against | For | We believe boards and management should each foster a culture of inclusiveness and acceptance of differences at all levels of the corporation. We encourage boards to foster diversity within the talent pipeline for management succession, as well as within their own board refreshment practices. Boards require a diverse range of skills and experiences to fulfill their strategy and oversight responsibilities. In addition to relevant skills and expertise, board nomination policies and refreshment practices should take into account the board’s composition in terms of gender, race, ethnicity and age. Boardroom culture should ensure that those diverse voices are proactively sought and valued, providing a counterbalance to potential board entrenchment and groupthink. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is warranted on the basis that the company’s current disclosures are not aligned with this best practice reporting framework, which provides for consistent ESG data that allows for integration into the investment process. |
| Advance Auto Parts, Inc. | Specialty Retail | Social | Shareholder Rights | Amend Proxy Access Right | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Home Depot, Inc. | Specialty Retail | Governance | Natural Resources | Report on Efforts to Eliminate Deforestation in Supply Chain | Against | For | Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. | Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
| Otis Worldwide Corporation | Machinery | Environmental | Shareholder Rights | Amend Governing Documents Regarding Requirements to Call for a Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Home Depot, Inc. | Specialty Retail | Governance | Business ethics, transparency and accountability | Report on Congruency of Political Spending with Company Values and Priorities | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| The Home Depot, Inc. | Specialty Retail | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Home Depot, Inc. | Specialty Retail | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Home Depot, Inc. | Specialty Retail | Governance | Diversity and Inclusion | Oversee and Report a Racial Equity Audit | Against | For | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| The Home Depot, Inc. | Specialty Retail | Social | Diversity and Inclusion | Report on Steps to Improve Gender and Racial Equity on the Board | Against | Against | We believe boards and management should each foster a culture of inclusiveness and acceptance of differences at all levels of the corporation. We encourage boards to foster diversity within the talent pipeline for management succession, as well as within their own board refreshment practices. Boards require a diverse range of skills and experiences to fulfill their strategy and oversight responsibilities. In addition to relevant skills and expertise, board nomination policies and refreshment practices should take into account the board’s composition in terms of gender, race, ethnicity and age. Boardroom culture should ensure that those diverse voices are proactively sought and valued, providing a counterbalance to potential board entrenchment and groupthink. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Altria Group, Inc. | Tobacco | Social | Diversity and Inclusion | Report on Third-Party Civil Rights Audit | Against | For | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| The Mosaic Company | Chemicals | Social | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Chubb Limited | Insurance | Governance | Climate Change | Report on Efforts to Reduce GHG Emissions Associated with Underwriting, Insuring, and Investing | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Chubb Limited | Insurance | Environmental | Climate Change | Adopt and Disclose Policies to Ensure Underwriting Does Not Support New Fossil Fuel Supplies | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| AT&T Inc. | Diversified Telecommunication Services | Environmental | Business ethics, transparency and accountability | Report on Civil Rights and Non-Discrimination Audit | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| AT&T Inc. | Diversified Telecommunication Services | Governance | Business ethics, transparency and accountability | Report on Congruency of Political Spending with Company Values and Priorities | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
| AT&T Inc. | Diversified Telecommunication Services | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| AT&T Inc. | Diversified Telecommunication Services | Governance | Executive Compensation | Consider Pay Disparity Between Executives and Other Employees | Against | Against | Executive compensation should be
used as a tool to drive and reward long-term sustainable value creation while
also attracting and retaining top talent. We expect boards of directors, who
are in the best position to take all of the relevant factors into consideration,
to establish executive compensation programs that appropriately incentivize
executive management. We are mindful that each company’s situation is unique,
and encourage boards to craft compensation programs that are appropriately
tailored to the company’s business strategy. We will consider on a
case-by-case basis shareholder resolutions related to specific compensation
practices. Generally, we believe specific practices are the purview of the
board. |
Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Merck & Co., Inc. | Pharmaceuticals | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Merck & Co., Inc. | Pharmaceuticals | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Merck & Co., Inc. | Pharmaceuticals | Governance | Customers | Report on Access to COVID-19 Products | Against | Against | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| NiSource Inc. | Multi-Utilities | Social | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Chevron Corporation | Oil, Gas & Consumable Fuels | Governance | Climate Change | Oversee and Report on Reliability of Methane Emission Disclosures | For | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Chevron Corporation | Oil, Gas & Consumable Fuels | Environmental | Climate Change | Issue Audited Net-Zero Scenario Analysis Report | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Chevron Corporation | Oil, Gas & Consumable Fuels | Environmental | Climate Change | Adopt Medium and Long-Term GHG Emissions Reduction Targets | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| BlackRock, Inc. | Capital Markets | Environmental | Business ethics, transparency and accountability | Adopt Policies to Curtail Corporate Activities that Externalize Social and Environmental Costs | Against | Against | We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Chevron Corporation | Oil, Gas & Consumable Fuels | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Chevron Corporation | Oil, Gas & Consumable Fuels | Governance | Diversity and Inclusion | Oversee and Report a Racial Equity Audit | Against | For | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully. |
| Chevron Corporation | Oil, Gas & Consumable Fuels | Social | Communities | Report on Business with Conflict-Complicit Governments | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| The Travelers Companies, Inc. | Insurance | Social | Climate Change | Adopt Underwriting Policies in Alignment with IEA's Net Zero 2050 Scenario | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| The Travelers Companies, Inc. | Insurance | Environmental | Climate Change | Report on Efforts to Measure, Disclose and Reduce GHG Emissions Associated with Underwriting | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | Environmental | Natural Resources | Report on Efforts to Reduce Plastic Use | Against | For | Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | Environmental | Climate Change | Report on Retirement Plan Options Aligned with Company Climate Goals | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Howmet Aerospace Inc. | Aerospace & Defense | Environmental | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| United Airlines Holdings, Inc. | Airlines | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| The Travelers Companies, Inc. | Insurance | Governance | Business ethics, transparency and accountability | Ensure Policies Do No Support Police Violations of Civil Rights | Against | Against | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| The Travelers Companies, Inc. | Insurance | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | Governance | Board Structure & Operation | Require More Director Nominations Than Open Seats | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | Governance | Business ethics, transparency and accountability | Publish a Tax Transparency Report | Against | Against | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | Governance | Business ethics, transparency and accountability | Report on Charitable Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | Governance | Board Quality | Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Dollar General Corporation | Multiline Retail | Governance | Business ethics, transparency and accountability | Report on Political Contributions and Expenditures | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| The Travelers Companies, Inc. | Insurance | Governance | Diversity and Inclusion | Oversee and Report a Racial Equity Audit | Against | For | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | Social | Communities | Commission Third Party Study and Report on Risks Associated with Use of Rekognition | Against | For | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | Social | Diversity and Inclusion | Report on Median Gender/Racial Pay Gap | Against | For | We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | Social | Employee Health and Safety | Commission a Third Party Audit on Working Conditions | Against | For | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. | Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | Social | Communities | Report on Protecting the Rights of Freedom of Association and Collective Bargaining | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | Social | Talent Management | Report on Risks Associated with Use of Concealment Clauses | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | Social | Employee Health and Safety | Report on Worker Health and Safety Disparities | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s labor standards and enforcement practices, as well as the establishment of global labor policies based upon internationally recognized standards. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | Social | Communities | Commission Third Party Report Assessing Company's Human Rights Due Diligence Process | Against | For | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
| Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Social | Natural Resources | Report on Reducing Plastic Pollution | Against | Against | Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Environmental | Climate Change | Report on Scenario Analysis Consistent with International Energy Agency's Net Zero by 2050 | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Environmental | Climate Change | Report on Low Carbon Business Planning | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Environmental | Climate Change | Set GHG Emissions Reduction targets Consistent With Paris Agreement Goal | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Environmental | Business ethics, transparency and accountability | Report on Political Contributions and Expenditures | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Governance | Business ethics, transparency and accountability | Amend Bylaws to Limit Shareholder Rights for Proposal Submission | Against | Against | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | Governance | Executive Compensation | Remove Executive Perquisites | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| The Southern Company | Electric Utilities | Governance | Shareholder Rights | Adopt Simple Majority Vote | For | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Equinix, Inc. | Equity Real Estate Investment Trusts (REITs) | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Meta Platforms, Inc. | Interactive Media & Services | Governance | Business ethics, transparency and accountability | Report on Charitable Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Meta Platforms, Inc. | Interactive Media & Services | Governance | Board Quality | Commission Assessment of Audit and Risk Oversight Committee | Against | Against | We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Meta Platforms, Inc. | Interactive Media & Services | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Meta Platforms, Inc. | Interactive Media & Services | Governance | Business ethics, transparency and accountability | Commission a Workplace Non-Discrimination Audit | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Meta Platforms, Inc. | Interactive Media & Services | Governance | Business ethics, transparency and accountability | Report on Community Standards Enforcement | Against | For | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
| Meta Platforms, Inc. | Interactive Media & Services | Governance | Business ethics, transparency and accountability | Report on External Costs of Misinformation and Impact on Diversified Shareholders | Against | Against | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Meta Platforms, Inc. | Interactive Media & Services | Governance | Board Structure & Operation | Require Independent Board Chair | Against | For | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Meta Platforms, Inc. | Interactive Media & Services | Governance | Shareholder Rights | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Against | For | We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Twitter, Inc. | Interactive Media & Services | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Twitter, Inc. | Interactive Media & Services | Governance | Business ethics, transparency and accountability | Report on Political Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted as the outcome is not material or does not require timely resolution in terms of strategy and risk oversight. |
| Twitter, Inc. | Interactive Media & Services | Governance | Business ethics, transparency and accountability | Commission a Workplace Non-Discrimination Audit | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Twitter, Inc. | Interactive Media & Services | Governance | Board Quality | Nominate Candidate for Board Elections with Human and/or Civil Rights Expertise | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Meta Platforms, Inc. | Interactive Media & Services | Governance | Customers | Report on Child Sexual Exploitation Online | Against | For | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
| Meta Platforms, Inc. | Interactive Media & Services | Social | Communities | Publish Third Party Human Rights Impact Assessment | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Meta Platforms, Inc. | Interactive Media & Services | Social | Customers | Report on User Risk and Advisory Vote on Metaverse Project | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Meta Platforms, Inc. | Interactive Media & Services | Social | Talent Management | Report on Risks Associated with Use of Concealment Clauses | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Twitter, Inc. | Interactive Media & Services | Social | Talent Management | Report on Risks Associated with Use of Concealment Clauses | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| McDonald's Corporation | Hotels, Restaurants & Leisure | Social | Natural Resources | Report on Efforts to Reduce Plastic Use | Against | For | Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. | Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
| McDonald's Corporation | Hotels, Restaurants & Leisure | Environmental | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| McDonald's Corporation | Hotels, Restaurants & Leisure | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| McDonald's Corporation | Hotels, Restaurants & Leisure | Governance | Business ethics, transparency and accountability | Issue Transparency Report on Global Public Policy and Political Influence | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Illumina, Inc. | Life Sciences Tools & Services | Governance | Shareholder Rights | Provide Right to Call a Special Meeting at a 15 Percent Ownership Threshold | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| McDonald's Corporation | Hotels, Restaurants & Leisure | Governance | Product Responsibility | Report on Public Health Costs of Antibiotic Use and Impact on Diversified Shareholders | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| McDonald's Corporation | Hotels, Restaurants & Leisure | Social | Product Responsibility | Report on Use of Gestation Stalls in Pork Supply Chain | Against | For | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully. |
| McDonald's Corporation | Hotels, Restaurants & Leisure | Social | Diversity and Inclusion | Report on Third-Party Civil Rights Audit | Against | For | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully. |
| Morgan Stanley | Capital Markets | Social | Climate Change | Adopt Fossil Fuel Lending and Underwriting Policy Consistent with IEA's Net Zero 2050 Scenario | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Cerner Corporation | Health Care Technology | Environmental | Shareholder Rights | Provide Right to Call a Special Meeting | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| VeriSign, Inc. | IT Services | Governance | Shareholder Rights | Eliminate Holding Period for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Interpublic Group of Companies, Inc. | Media | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| DuPont de Nemours, Inc. | Chemicals | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Lincoln National Corporation | Insurance | Governance | Executive Compensation | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Against | For | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Lincoln National Corporation | Insurance | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Lowe's Companies, Inc. | Specialty Retail | Governance | Business ethics, transparency and accountability | Commission a Civil Rights and Non-Discrimination Audit | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Lowe's Companies, Inc. | Specialty Retail | Governance | Shareholder Rights | Amend Proxy Access Right | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Lowe's Companies, Inc. | Specialty Retail | Governance | Communities | Report on Risks from Company Vendors that Misclassify Employees as Independent Contractors | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted based on factors related to a past company or industry controversy, as it is not material to ongoing business operations or has been addressed adequately. |
| Lowe's Companies, Inc. | Specialty Retail | Social | Customers | Report on Risks of State Policies Restricting Reproductive Health Care | Against | Against | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Lowe's Companies, Inc. | Specialty Retail | Social | Diversity and Inclusion | Report on Median Gender/Racial Pay Gap | Against | For | We believe promoting diversity and inclusion among employees and suppliers can help companies improve decision making, attract and retain a talented and diverse workforce and compete more effectively. Firms that foster a diverse talent pipeline at all levels of the workforce, including among executives, senior management, and recruitment pools, tend to be well positioned to generate high-performing teams and an attractive corporate culture. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Alphabet Inc. | Interactive Media & Services | Social | Natural Resources | Report on Metrics and Efforts to Reduce Water Related Risk | Against | Against | Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Alphabet Inc. | Interactive Media & Services | Environmental | Climate Change | Report on Physical Risks of Climate Change | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Alphabet Inc. | Interactive Media & Services | Environmental | Climate Change | Report on Climate Lobbying | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Comcast Corporation | Media | Environmental | Climate Change | Report on Retirement Plan Options Aligned with Company Climate Goals | Against | Against | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Alphabet Inc. | Interactive Media & Services | Environmental | Business ethics, transparency and accountability | Report on Policies Regarding Military and Militarized Policing Agencies | Against | For | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Alphabet Inc. | Interactive Media & Services | Governance | Board Quality | Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Alphabet Inc. | Interactive Media & Services | Governance | Board Quality | Establish an Environmental Sustainability Board Committee | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Alphabet Inc. | Interactive Media & Services | Governance | Business ethics, transparency and accountability | Report on External Costs of Misinformation and Impact on Diversified Shareholders | Against | Against | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Alphabet Inc. | Interactive Media & Services | Governance | Business ethics, transparency and accountability | Report on Risks of Doing Business in Countries with Significant Human Rights Concerns | Against | For | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Alphabet Inc. | Interactive Media & Services | Governance | Business ethics, transparency and accountability | Report on Government Takedown Requests | Against | Against | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Alphabet Inc. | Interactive Media & Services | Governance | Shareholder Rights | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Against | For | We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Alphabet Inc. | Interactive Media & Services | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Comcast Corporation | Media | Governance | Business ethics, transparency and accountability | Report on Omitting Viewpoint and Ideology from EEO Policy | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Comcast Corporation | Media | Governance | Business ethics, transparency and accountability | Report on Charitable Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Alphabet Inc. | Interactive Media & Services | Governance | Diversity and Inclusion | Report on Steps to Improve Racial and Gender Board Diversity | Against | Against | We believe boards and management should each foster a culture of inclusiveness and acceptance of differences at all levels of the corporation. We encourage boards to foster diversity within the talent pipeline for management succession, as well as within their own board refreshment practices. Boards require a diverse range of skills and experiences to fulfill their strategy and oversight responsibilities. In addition to relevant skills and expertise, board nomination policies and refreshment practices should take into account the board’s composition in terms of gender, race, ethnicity and age. Boardroom culture should ensure that those diverse voices are proactively sought and valued, providing a counterbalance to potential board entrenchment and groupthink. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s workforce, board diversity, and gender pay equity policies and practices. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Alphabet Inc. | Interactive Media & Services | Social | Communities | Commission Third Party Assessment of Company's Management of Misinformation and Disinformation Across Platforms | Against | For | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Alphabet Inc. | Interactive Media & Services | Social | Product Responsibility | Disclose More Quantitative and Qualitative Information on Algorithmic Systems | Against | For | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies should adopt policies designed for responsible and safe use of products and services to safeguard consumers as well as prevent predatory or discriminatory consumer practices. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Alphabet Inc. | Interactive Media & Services | Social | Product Responsibility | Report on Managing Risks Related to Data Collection, Privacy and Security | Against | For | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies should adopt policies designed for responsible and safe use of products and services to safeguard consumers as well as prevent predatory or discriminatory consumer practices. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Alphabet Inc. | Interactive Media & Services | Social | Talent Management | Report on Risks Associated with Use of Concealment Clauses | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Alphabet Inc. | Interactive Media & Services | Social | Diversity and Inclusion | Oversee and Report a Third-Party Racial Equity Audit | Against | For | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is warranted based on factors related to a material company or industry controversy that have not been addressed fully. |
| Comcast Corporation | Media | Social | Talent Management | Conduct Audit and Report on Effectiveness of Sexual Harassment Policies | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Comcast Corporation | Media | Social | Diversity and Inclusion | Oversee and Report a Racial Equity Audit | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Walmart Inc. | Food & Staples Retailing | Social | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Walmart Inc. | Food & Staples Retailing | Governance | Business ethics, transparency and accountability | Report on Charitable Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Walmart Inc. | Food & Staples Retailing | Governance | Business ethics, transparency and accountability | Report on a Civil Rights and Non-Discrimination Audit | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Walmart Inc. | Food & Staples Retailing | Governance | Board Quality | Create a Pandemic Workforce Advisory Council | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Walmart Inc. | Food & Staples Retailing | Governance | Talent Management | Report on Alignment of Racial Justice Goals and Starting Wages | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Walmart Inc. | Food & Staples Retailing | Social | Customers | Report on Impacts of Restrictive Reproductive Healthcare Legislation | Against | Against | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Walmart Inc. | Food & Staples Retailing | Social | Product Responsibility | Report on Animal Welfare Policies and Practices in Food Supply Chain | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| PayPal Holdings, Inc. | IT Services | Social | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Netflix, Inc. | Entertainment | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Netflix, Inc. | Entertainment | Governance | Shareholder Rights | Adopt Simple Majority Vote | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Digital Realty Trust, Inc. | Equity Real Estate Investment Trusts (REITs) | Governance | Talent Management | Report on Risks Associated with Use of Concealment Clauses | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| UnitedHealth Group Incorporated | Health Care Providers & Services | Social | Business ethics, transparency and accountability | Report on Congruency of Political Spending with Company Values and Priorities | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| UnitedHealth Group Incorporated | Health Care Providers & Services | Governance | Executive Compensation | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The TJX Companies, Inc. | Specialty Retail | Governance | Talent Management | Adopt Paid Sick Leave Policy for All Associates | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| The TJX Companies, Inc. | Specialty Retail | Social | Customers | Report on Risk Due to Restrictions on Reproductive Rights | Against | Against | Customers are a critical stakeholder for businesses, as they are the purchasers of the products and services that a company provides. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. Companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to significant public health impacts resulting from company operations and products, as well as the impact of global health pandemics on the company’s operations and long-term growth. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| The TJX Companies, Inc. | Specialty Retail | Social | Communities | Report on Risks from Company Vendors that Misclassify Employees as Independent Contractors | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted based on factors related to a past company or industry controversy, as it is not material to ongoing business operations or has been addressed adequately. |
| The TJX Companies, Inc. | Specialty Retail | Social | Communities | Report on Assessing Due Diligence on Human Rights in Supply Chain | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Cognizant Technology Solutions Corporation | IT Services | Social | Shareholder Rights | Amend Governing Documents Regarding Requirements to Call for a Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Fortive Corporation | Machinery | Governance | Shareholder Rights | Adopt Simple Majority Vote | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Caterpillar Inc. | Machinery | Governance | Climate Change | Report on Long-Term Greenhouse Gas Targets Aligned with Paris Agreement | For | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal. |
| eBay, Inc. | Internet & Direct Marketing Retail | Environmental | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Caterpillar Inc. | Machinery | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Caterpillar Inc. | Machinery | Governance | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Caterpillar Inc. | Machinery | Governance | Communities | Report on Risks of Doing Business in Conflict-Affected Areas | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| American Airlines Group Inc. | Airlines | Social | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Paramount Global | Media | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Target Corporation | Multiline Retail | Governance | Shareholder Rights | Amend Proxy Access Right | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Salesforce, Inc. | Software | Governance | Board Structure & Operation | Require Independent Board Chair | Against | For | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Salesforce, Inc. | Software | Governance | Diversity and Inclusion | Oversee and Report a Racial Equity Audit | Against | Against | We believe that companies can face reputational risks and loss of consumer goodwill if perceived as engaging in discriminatory business practices with the intent or appearance of reducing access and affordability to essential goods and services. Alternatively, providing access to affordable products and services for underserved markets and vulnerable communities can also capture growing market segments for new sources of revenue and increase goodwill. In addition, companies can have positive impacts on the communities in which they operate by contributing to the fulfillment of basic needs and rights. While activities to support communities should not replace or offset the failure to mitigate adverse impacts, they can strengthen business relationships and trust with stakeholders within a community. Therefore, we will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s operations, goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| DaVita Inc. | Health Care Providers & Services | Social | Business ethics, transparency and accountability | Report on Political Contributions and Expenditures | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| FleetCor Technologies Inc. | IT Services | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Booking Holdings Inc. | Hotels, Restaurants & Leisure | Governance | Executive Compensation | Report on Climate Change Performance Metrics Into Executive Compensation Program | Against | Against | Executive compensation should be
used as a tool to drive and reward long-term sustainable value creation while
also attracting and retaining top talent. We expect boards of directors, who
are in the best position to take all of the relevant factors into consideration,
to establish executive compensation programs that appropriately incentivize
executive management. We are mindful that each company’s situation is unique,
and encourage boards to craft compensation programs that are appropriately
tailored to the company’s business strategy. We will consider on a
case-by-case basis shareholder resolutions related to specific compensation
practices. Generally, we believe specific practices are the purview of the
board. |
Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Booking Holdings Inc. | Hotels, Restaurants & Leisure | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| General Motors Company | Automobiles | Governance | Board Structure & Operation | Require Independent Board Chair | Against | Against | We believe that an independent
board chair or the appointment of a lead independent director can provide the
structural foundation for independent oversight. When the CEO and chair roles
are combined, a company should disclose how the lead independent director’s
role is structured to provide an appropriate counterbalance to the
CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| General Motors Company | Automobiles | Governance | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| General Motors Company | Automobiles | Governance | Communities | Report on the Use of Child Labor in Connection with Electric Vehicles | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Monster Beverage Corporation | Beverages | Social | Climate Change | Report on GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Delta Air Lines, Inc. | Airlines | Environmental | Business ethics, transparency and accountability | Report on Lobbying Payments and Policy | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Norwegian Cruise Line Holdings Ltd. | Hotels, Restaurants & Leisure | Governance | Executive Compensation | Adopt Share Retention Policy For Senior Executives | Against | Against | Executive compensation should be
used as a tool to drive and reward long-term sustainable value creation while
also attracting and retaining top talent. We expect boards of directors, who
are in the best position to take all of the relevant factors into consideration,
to establish executive compensation programs that appropriately incentivize
executive management. We are mindful that each company’s situation is unique,
and encourage boards to craft compensation programs that are appropriately
tailored to the company’s business strategy. We will consider on a
case-by-case basis shareholder resolutions related to specific compensation
practices. Generally, we believe specific practices are the purview of the
board. |
Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Fortinet, Inc. | Software | Governance | Shareholder Rights | Adopt Simple Majority Vote | None | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Mastercard Incorporated | IT Services | Governance | Business ethics, transparency and accountability | Report on Charitable Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. | Support for the proposal is not warranted based on the stated [or intended outcome] which is misaligned with addressing the risks and opportunities for the company and the industry in creating long-term value. |
| Mastercard Incorporated | IT Services | Governance | Business ethics, transparency and accountability | Report on Political Contributions | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Mastercard Incorporated | IT Services | Governance | Shareholder Rights | Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Mastercard Incorporated | IT Services | Governance | Product Responsibility | Report on Risks Associated with Sale and Purchase of Ghost Guns | Against | Against | Companies can impact customers at multiple points along the product lifecycle, including production, quality assurance, marketing and sales, and end use. We believe that companies should carefully analyze the potential material risks to their business related to customer impacts at each point of the product lifecycle, develop policies and procedures to manage any potential concerns, and disclose those policies and practices to shareholders. We will generally support reasonable shareholder resolutions seeking disclosure relating to the quality, safety and impact of a company’s goods and services on the customers and communities it serves. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Activision Blizzard, Inc. | Entertainment | Social | Board Quality | Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Activision Blizzard, Inc. | Entertainment | Governance | Talent Management | Report on Efforts Prevent Abuse, Harassment, and Discrimination | Against | For | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages. | Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
| Nasdaq, Inc. | Capital Markets | Social | Shareholder Rights | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Kroger Co. | Food & Staples Retailing | Governance | Climate Change | Report on Efforts to Eliminate HFCs in Refrigeration and Reduce GHG Emissions | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| The Kroger Co. | Food & Staples Retailing | Environmental | Natural Resources | Report on Efforts to Reduce Plastic Use | Against | For | Environmental sustainability is a critical strategic issue for businesses across sectors. We believe how a company manages its impacts on the natural environment can support longer-term sustainable growth, or present unmitigated costs and risks. Companies should develop a strategic, long-term approach to addressing environmental risks and opportunities. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s initiatives to reduce any harmful impacts or other hazards to local, regional or global ecosystems that result from its operations or activities. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| The Kroger Co. | Food & Staples Retailing | Environmental | Talent Management | Report on Risks to Business Due to Increased Labor Market Pressure | Against | For | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. This involves several aspects, including mitigation of short- and long-term occupational health and safety risks, efforts to support health and well-being, adherence to fair labor practices, enforcement of anti-harassment policies, and avoidance of forced labor and human trafficking. Gaps in internal talent management systems or oversight can exacerbate human capital risks including safety concerns, discrimination, harassment and misconduct, which can result in litigation, fines and reputational damages. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| The Kroger Co. | Food & Staples Retailing | Social | Communities | Report on Human Rights and Protection of Farmworkers | Against | Against | We believe that a healthy workforce is a key driver of company productivity, retention and reputation. Companies should endeavor to safeguard the health, safety and welfare of their employees and those engaged in their supply chain. We will generally support reasonable shareholder resolutions seeking a review of a company’s human rights standards and the establishment of global human rights policies, especially regarding company operations in conflict zones or areas of weak governance. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Dollar Tree, Inc. | Multiline Retail | Social | Climate Change | Report on GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal | Against | For | We believe measures that mitigate the costs and risks associated with climate change and provide greater market certainty regarding a transition to a low-carbon economy support longer-term sustainable growth. Companies should assess material climate-related risks and resource efficiency in operations, production processes, and supply chain management, and should publicly disclose relevant data related to both. Disclosure should capture how climate change may impact the company’s long term business outlook, strategic planning and capital allocation decisions. We will generally support reasonable shareholder resolutions seeking disclosure of greenhouse gas emissions, the impact of climate change on a company’s business activities and products and strategies designed to reduce the company’s long-term impact on the global climate. | Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
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The momentum and support for environmental, social and governance (ESG) integration into the investment process has reached critical mass.
1 Votes included from reporting period July 1, 2021 – June 30, 2022. This report reflects proxy voting for the College Retirement Equities Fund (“CREF”), TIAA-CREF Funds, TIAA-CREF Life Funds and TIAA Separate Account VA-1 (collectively “TIAA-CREF Fund Complex”) and the General Account of Teachers Insurance and Annuity Association of America (“TIAA”), which comprise 84% of Nuveen, LLC equity assets under management as of December, 31 2021. Other Nuveen investment specialists, including Nuveen Asset Management, LLC, NWQ Investment Management, LLC, Santa Barbara Asset Management, LLC, and Winslow Capital Management, LLC, have their own voting processes and policies. Those votes represent the distinct views of these specialists and may or may not align with those of the TIAA-CREF Fund Complex and TIAA.
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