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Key proxy vote rationales for 2020-21

Shareholder proposal votes that fall into the governance category focus on those that address how a business conducts itself, the management oversight in place and its transparency and accountability to shareholders and other stakeholders.

Vote rationales on shareholder proposals at S&P 500 companies: Governance

COMPANY NAME INDUSTRY MEETING
DATE
PROPOSAL TEXT NUVEEN SHAREHOLDER PROPOSAL CATEGORY MANAGEMENT RECOMMENDATION VOTE INSTRUCTION ISSUE VOTING PRINCIPLE VOTE RATIONALE
Mckesson Corporation Health Care Providers & Services 7/29/2020 Shareholder Proposal Regarding Lobbying Report Business ethics, transparency and accountability 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.
Mckesson Corporation Health Care Providers & Services 7/29/2020 Shareholder Proposal Regarding Purpose of Corporation Business ethics, transparency and accountability Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Mckesson Corporation Health Care Providers & Services 7/29/2020 Shareholder Proposal Regarding Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Electronic Arts, Inc. Entertainment 8/6/2020 Shareholder Proposal Regarding Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
NortonLifeLock Inc. Software 9/8/2020 Report on Political Contributions and Expenditures Business ethics, transparency and accountability 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.
NetApp, Inc. Technology Hardware, Storage & Peripherals 9/10/2020 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
NIKE, Inc. Textiles, Apparel & Luxury Goods 9/17/2020 Report on Political Contributions Disclosure Business ethics, transparency and accountability 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.
FedEx
Corporation
Air Freight & Logistics 9/21/2020 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
FedEx
Corporation
Air Freight & Logistics 9/21/2020 Report on Employee Representation on the Board of Directors Board Quality 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.
FedEx
Corporation
Air Freight & Logistics 9/21/2020 Report on Integrating ESG Metrics Into Executive Compensation Program Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
FedEx
Corporation
Air Freight & Logistics 9/21/2020 Report on Lobbying Payments and Policy Business ethics, transparency and accountability 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.
FedEx
Corporation
Air Freight & Logistics 9/21/2020 Report on Political Contributions Disclosure Business ethics, transparency and accountability 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.
Tesla, Inc. Automobiles 9/22/2020 Adopt Simple Majority Vote Shareholder Rights Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Tesla, Inc. Automobiles 9/22/2020 Report on Paid Advertising Business ethics, transparency and accountability Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Cintas
Corporation
Commercial Services & Supplies 10/27/2020 Report on Political Contributions Disclosure Business ethics, transparency and accountability 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.
Cardinal Health, Inc. Health Care Providers & Services 11/4/2020 Reduce Ownership Threshold for Shareholders to Call Special Meeting Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that 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.
Cardinal Health, Inc. Health Care Providers & Services 11/4/2020 Require Independent Board Chair Board Structure & Operation 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.
Oracle Corporation Software 11/4/2020 Require Independent Board Chair Board Structure & Operation 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.
KLA Corporation Semiconductors & Semiconductor Equipment 11/4/2020 Adopt Proxy Access Right Shareholder Rights Against For We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Automatic Data Processing, Inc. IT Services 11/11/2020 Report on Non-Management Employee Representation on the Board of Directors Board Quality 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 11/18/2020 Adopt Simple Majority Vote Shareholder Rights 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.
Broadridge Financial Solutions, Inc. IT Services 11/19/2020 Report on Political Contributions Disclosure Business ethics, transparency and accountability 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.
Microsoft Corporation Software 12/2/2020 Report on Employee Representation on the Board of Directors Board Quality 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.
Cisco Systems, Inc. Communications Equipment 12/10/2020 Require Independent Board Chair Board Structure & Operation 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.
Visa Inc. IT Services 1/26/2021 Amend Principles of Executive Compensation Program Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted as the proposal is not an effective means to address the underlying issue or achieve the intended outcome.
Visa Inc. IT Services 1/26/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Becton, Dickinson and Company Health Care Equipment & Supplies 1/26/2021 Reduce Ownership Threshold for Shareholders to Call Special Meeting Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that 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.
Walgreens Boots Alliance, Inc. Food & Staples Retailing 1/28/2021 Require Independent Board Chair Board Structure & Operation 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.
Tyson Foods, Inc. Food Products 2/11/2021 Approve Recapitalization Plan for all Stock to Have One-vote per Share Shareholder Rights 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.
Tyson Foods, Inc. Food Products 2/11/2021 Report on Lobbying Payments and Policy Business ethics, transparency and accountability 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.
Apple Inc. Technology Hardware, Storage & Peripherals 2/23/2021 Improve Principles of Executive Compensation Program Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Apple Inc. Technology Hardware, Storage & Peripherals 2/23/2021 Proxy Access Amendments Shareholder Rights 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 Walt Disney Company Entertainment 3/9/2021 Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates Board Quality 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.
The Walt Disney Company Entertainment 3/9/2021 Report on Lobbying Payments and Policy Business ethics, transparency and accountability 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.
Applied Materials, Inc. Semiconductors & Semiconductor Equipment 3/11/2021 Improve Executive Compensation Program and Policy Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Applied Materials, Inc. Semiconductors & Semiconductor Equipment 3/11/2021 Require Independent Board Chairman Board Structure & Operation 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.
AmerisourceBergen Corporation Health Care Providers & Services 3/11/2021 Require Independent Board Chairman Board Structure & Operation Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Starbucks Corporation Hotels, Restaurants & Leisure 3/17/2021 Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates Board Quality 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.
Lennar Corporation Household Durables 4/7/2021 Approve Recapitalization Plan for all Stock to Have One-vote per Share Shareholder Rights 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.
Synopsys, Inc. Software 4/8/2021 Reduce Ownership Threshold for Shareholders to Call Special Meeting Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Bank of New York Mellon Corporation Capital Markets 4/13/2021 Reduce Ownership Threshold for Shareholders to Request Action by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
HP Inc. Technology Hardware, Storage & Peripherals 4/13/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Dow Inc. Chemicals 4/15/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
PPG Industries, Inc. Chemicals 4/15/2021 Require Independent Board Chair Board Structure & Operation 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.
The Boeing Company Aerospace & Defense 4/20/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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 Boeing Company Aerospace & Defense 4/20/2021 Report on Lobbying Payments and Policy Business ethics, transparency and accountability Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is not warranted on the basis that the current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process.
Bank of America Corporation Banks 4/20/2021 Amend Proxy Access Right Shareholder Rights 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.
Bank of America Corporation Banks 4/20/2021 Approve Change in Organizational Form Business ethics, transparency and accountability 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.
Bank of America Corporation Banks 4/20/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Lockheed Martin Corporation Aerospace & Defense 4/22/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Texas Instruments Incorporated Semiconductors & Semiconductor Equipment 4/22/2021 Provide Right to Act by Written Consent Shareholder Rights 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.
Edison International Electric Utilities 4/22/2021 Amend Proxy Access Right Shareholder Rights 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 4/22/2021 Report on Political Contributions and Expenditures Business ethics, transparency and accountability 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.
Pfizer Inc. Pharmaceuticals 4/22/2021 Require Independent Board Chair Board Structure & Operation 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.
The AES Corporation Independent Power & Renewable Electricity Producers 4/22/2021 Require Shareholder Approval of Bylaw and Charter Amendments Adopted by the Board of Directors Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Johnson & Johnson Pharmaceuticals 4/22/2021 Adopt Policy on Bonus Banking Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Johnson & Johnson Pharmaceuticals 4/22/2021 Require Independent Board Chair Board Structure & Operation Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Abbott Laboratories Health Care Equipment & Supplies 4/23/2021 Report on Lobbying Payments and Policy Business ethics, transparency and accountability 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 4/23/2021 Require Independent Board Chair Board Structure & Operation 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.
Raytheon Technologies Corporation Aerospace & Defense 4/26/2021 Amend Proxy Access Right Shareholder Rights 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.
Citigroup Inc. Banks 4/27/2021 Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates Board Quality 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.
Citigroup Inc. Banks 4/27/2021 Amend Certificate of Incorporation to Become a Public Benefit Corporation Business ethics, transparency and accountability Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Citigroup Inc. Banks 4/27/2021 Amend Proxy Access Right Shareholder Rights 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.
Citigroup Inc. Banks 4/27/2021 Report on Lobbying Payments and Policy Business ethics, transparency and accountability 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.
Citigroup Inc. Banks 4/27/2021 Require Independent Board Chair Board Structure & Operation 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.
Wells Fargo & Company Banks 4/27/2021 Amend Certificate of Incorporation to Become a Delaware Public Benefit Corporation Business ethics, transparency and accountability Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Wells Fargo & Company Banks 4/27/2021 Amend Proxy Access Right Shareholder Rights 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.
Centene Corporation Health Care Providers & Services 4/27/2021 Declassify the Board of Directors Board Structure & Operation 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 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.
International Business Machines Corporation IT Services 4/27/2021 Lower Ownership Threshold for Action by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
International Business Machines Corporation IT Services 4/27/2021 Require Independent Board Chair Board Structure & Operation 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.
PACCAR Inc Machinery 4/27/2021 Adopt Simple Majority Vote Shareholder Rights 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.
Charter Communications, Inc. Media 4/27/2021 Report on Lobbying Payments and Policy Business ethics, transparency and accountability 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.
Charter Communications, Inc. Media 4/27/2021 Require Independent Board Chair Board Structure & Operation 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.
Cigna Corporation Health Care Providers & Services 4/28/2021 Disclose Board Matrix Including Ideological Perspectives Business ethics, transparency and accountability Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Cigna Corporation Health Care Providers & Services 4/28/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
BorgWarner Inc. Auto Components 4/28/2021 Reduce Ownership Threshold for Shareholders to Request Action by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Marathon Petroleum Corporation Oil, Gas & Consumable Fuels 4/28/2021 Limit Accelerated Vesting of Equity Awards Upon a Change in Control Executive Compensation 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 factors related to outcomes associated with past and future commitments by the company.
Textron Inc. Aerospace & Defense 4/28/2021 Provide Right to Act by Written Consent Shareholder Rights 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 based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
DuPont de Nemours, Inc. Chemicals 4/28/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
HCA Healthcare, Inc. Health Care Providers & Services 4/28/2021 Assess Feasibility of Increasing the Impact of the Company's Performance on Quality Metrics for Senior Executive Compensation Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
HCA Healthcare, Inc. Health Care Providers & Services 4/28/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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 disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
The Goldman Sachs Group, Inc. Capital Markets 4/29/2021 Amend Certificate of Incorporation to Become a Public Benefit Corporation Business ethics, transparency and accountability Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
The Goldman Sachs Group, Inc. Capital Markets 4/29/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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 Goldman Sachs Group, Inc. Capital Markets 4/29/2021 Report on the Impacts of Using Mandatory Arbitration Business ethics, transparency and accountability 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.
Kimberly-Clark Corporation Household Products 4/29/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Global Payments Inc. IT Services 4/29/2021 Provide Right to Act by Written Consent Shareholder Rights 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.
AT&T Inc. Diversified Telecommunication Services 4/30/2021 Lower Ownership Threshold for Action by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Teleflex Incorporated Health Care Equipment & Supplies 4/30/2021 Declassify the Board of Directors Board Structure & Operation None For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We generally support shareholder resolutions asking that each member of the board of a publicly traded operating company stand for re-election annually. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Kellogg Company Food Products 4/30/2021 Provide Right to Call A Special Meeting Shareholder Rights None For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Eli Lilly and Company Pharmaceuticals 5/3/2021 Adopt Policy on Bonus Banking 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 company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Eli Lilly and Company Pharmaceuticals 5/3/2021 Clawback Disclosure of Recoupment Activity from Senior Officers Business ethics, transparency and accountability 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 more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Eli Lilly and Company Pharmaceuticals 5/3/2021 Report on Lobbying Payments and Policy Business ethics, transparency and accountability 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.
Eli Lilly and Company Pharmaceuticals 5/3/2021 Require Independent Board Chair Board Structure & Operation Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
American Express Company Consumer Finance 5/4/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Baxter International Inc. Health Care Equipment & Supplies 5/4/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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 disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
Baxter International Inc. Health Care Equipment & Supplies 5/4/2021 Require Independent Board Chair Board Structure & Operation 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.
CF Industries Holdings, Inc. Chemicals 5/4/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Edwards Lifesciences Corporation Health Care Equipment & Supplies 5/4/2021 Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates Board Quality 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.
Edwards Lifesciences Corporation Health Care Equipment & Supplies 5/4/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
General Electric Company Industrial Conglomerates 5/4/2021 Require Independent Board Chair Board Structure & Operation 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 5/4/2021 Require More Director Nominations Than Open Seats Board Structure & Operation 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.
Omnicom Group Inc. Media 5/4/2021 Report on Political Contributions and Expenditures Business ethics, transparency and accountability 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.
Bristol-Myers Squibb Company Pharmaceuticals 5/4/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Bristol-Myers Squibb Company Pharmaceuticals 5/4/2021 Reduce Ownership Threshold for Special Shareholder Meetings to 10% Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Bristol-Myers Squibb Company Pharmaceuticals 5/4/2021 Require Independent Board Chair Board Structure & Operation Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue.
General Dynamics Corporation Aerospace & Defense 5/5/2021 Reduce Ownership Threshold for Shareholders to Call Special Meeting Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that 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.
PepsiCo, Inc. Beverages 5/5/2021 Reduce Ownership Threshold for Shareholders to Call Special Meeting Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that 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.
Newell Brands Inc. Household Durables 5/5/2021 Reduce Ownership Threshold for Shareholders to Request Action by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Dominion Energy, Inc. Multi-Utilities 5/5/2021 Amend Proxy Access Right Shareholder Rights 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.
Dominion Energy, Inc. Multi-Utilities 5/5/2021 Report on Lobbying Payments and Policy Business ethics, transparency and accountability Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is not warranted on the basis that the current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process.
Dominion Energy, Inc. Multi-Utilities 5/5/2021 Require Independent Board Chair Board Structure & Operation 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.
S&P Global Inc. Capital Markets 5/5/2021 Amend Certificate of Incorporation to Become a Public Benefit Corporation Business ethics, transparency and accountability Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Stryker Corporation Health Care Equipment & Supplies 5/5/2021 Provide Right to Call A Special Meeting Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that 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.
Stryker Corporation Health Care Equipment & Supplies 5/5/2021 Report on Workforce Involvement in Corporate Governance Board Quality 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.
Danaher Corporation Health Care Equipment & Supplies 5/5/2021 Reduce Ownership Threshold for Shareholders to Call Special Meeting Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that 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.
Boston Scientific Corporation Health Care Equipment & Supplies 5/6/2021 Report on Non-Management Employee Representation on the Board of Directors Board Quality 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.
Archer-Daniels-Midland Company Food Products 5/6/2021 Amend Proxy Access Right Shareholder Rights 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.
United Rentals, Inc. Trading Companies & Distributors 5/6/2021 Reduce Ownership Threshold for Shareholders to Request Action by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Ecolab Inc. Chemicals 5/6/2021 Amend Proxy Access Right Shareholder Rights 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.
Tractor Supply Company Specialty Retail 5/6/2021 Amend Certificate of Incorporation to Become a Public Benefit Corporation Business ethics, transparency and accountability Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Eastman Chemical Company Chemicals 5/6/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Duke Energy Corporation Electric Utilities 5/6/2021 Report on Political Contributions and Expenditures Business ethics, transparency and accountability Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Duke Energy Corporation Electric Utilities 5/6/2021 Require Independent Board Chair Board Structure & Operation 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 factors related to material stakeholder risks that have not been addressed fully.
Cadence Design Systems, Inc. Software 5/6/2021 Reduce Ownership Threshold for Shareholders to Request Action by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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 5/7/2021 Report on Lobbying Payments and Policy Business ethics, transparency and accountability 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.
AbbVie Inc. Biotechnology 5/7/2021 Require Independent Board Chair Board Structure & Operation 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 5/7/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Colgate-Palmolive Company Household Products 5/7/2021 Reduce Ownership Threshold for Shareholders to Call Special Meeting Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that 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.
Colgate-Palmolive Company Household Products 5/7/2021 Require Independent Board Chair Board Structure & Operation 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.
CMS Energy Corporation Multi-Utilities 5/7/2021 Report on Costs and Benefits of Environmental Related Expenditures Business ethics, transparency and accountability Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Illinois Tool Works Inc. Machinery 5/7/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
International Paper Company Containers & Packaging 5/10/2021 Reduce Ownership Threshold for Shareholders to Request Action by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
3M Company Industrial Conglomerates 5/11/2021 Amend Certificate of Incorporation to Become a Public Benefit Corporation Business ethics, transparency and accountability Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
3M Company Industrial Conglomerates 5/11/2021 Consider Pay Disparity Between Executives and Other Employees Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
ConocoPhillips Oil, Gas & Consumable Fuels 5/11/2021 Adopt Simple Majority Vote Shareholder Rights 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.
Loews Corporation Insurance 5/11/2021 Report on Political Contributions Business ethics, transparency and accountability 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.
Cummins Inc. Machinery 5/11/2021 Abolish Professional Services Allowance Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Prudential Financial, Inc. Insurance 5/11/2021 Require Independent Board Chair Board Structure & Operation 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.
HollyFrontier Corporation Oil, Gas & Consumable Fuels 5/12/2021 Adopt Simple Majority Vote Shareholder Rights 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.
Laboratory Corporation of America Holdings Health Care Providers & Services 5/12/2021 Amend Proxy Access Right Shareholder Rights 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 5/12/2021 Require Independent Board Chair Board Structure & Operation Against Against We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
American International Group, Inc. Insurance 5/12/2021 Reduce Ownership Threshold for Shareholders to Call Special Meeting Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Xylem Inc. Machinery 5/12/2021 Amend Proxy Access Right Shareholder Rights 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.
Skyworks Solutions, Inc. Semiconductors & Semiconductor Equipment 5/12/2021 Adopt Simple Majority Vote Shareholder Rights 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.
United Parcel Service, Inc. Air Freight & Logistics 5/13/2021 Amend Certificate of Incorporation to Become a Public Benefit Corporation Business ethics, transparency and accountability Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
United Parcel Service, Inc. Air Freight & Logistics 5/13/2021 Approve Recapitalization Plan for all Stock to Have One-vote per Share Shareholder Rights 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 5/13/2021 Report on Lobbying Payments and Policy Business ethics, transparency and accountability 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.
CVS Health Corporation Health Care Providers & Services 5/13/2021 Reduce Ownership Threshold for Shareholders to Request Action by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
CVS Health Corporation Health Care Providers & Services 5/13/2021 Require Independent Board Chair Board Structure & Operation 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.
Ford Motor Company Automobiles 5/13/2021 Approve Recapitalization Plan for all Stock to Have One-vote per Share Shareholder Rights 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 5/13/2021 Amend Proxy Access Right Shareholder Rights 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.
Intel Corporation Semiconductors & Semiconductor Equipment 5/13/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
O'Reilly Automotive, Inc. Specialty Retail 5/13/2021 Amend Proxy Access Right Shareholder Rights 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.
Verizon Communications Inc. Diversified Telecommunication Services 5/13/2021 Amend Senior Executive Compensation Clawback Policy Business ethics, transparency and accountability 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 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.
Verizon Communications Inc. Diversified Telecommunication Services 5/13/2021 Lower Ownership Threshold for Action by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Verizon Communications Inc. Diversified Telecommunication Services 5/13/2021 Submit Severance Agreement (Change-in-Control) to Shareholder Vote Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
The Charles Schwab Corporation Capital Markets 5/13/2021 Declassify the Board of Directors Board Structure & Operation Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We generally support shareholder resolutions asking that each member of the board of a publicly traded operating company stand for re-election annually. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Charles Schwab Corporation Capital Markets 5/13/2021 Report on Lobbying Payments and Policy Business ethics, transparency and accountability Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
The Western Union Company IT Services 5/14/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Intercontinental Exchange, Inc. Capital Markets 5/14/2021 Adopt Simple Majority Vote Shareholder Rights 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.
Sempra Energy Multi-Utilities 5/14/2021 Amend Proxy Access Right Shareholder Rights 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.
ANSYS, Inc. Software 5/14/2021 Adopt Simple Majority Vote Shareholder Rights 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.
Chipotle Mexican Grill, Inc. Hotels, Restaurants & Leisure 5/18/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
JPMorgan Chase & Co. Banks 5/18/2021 Reduce Ownership Threshold for Shareholders to Request Action by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
JPMorgan Chase & Co. Banks 5/18/2021 Report on Congruency Political Analysis and Electioneering Expenditures Business ethics, transparency and accountability Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
JPMorgan Chase & Co. Banks 5/18/2021 Require Independent Board Chair Board Structure & Operation 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.
Northrop Grumman Corporation Aerospace & Defense 5/19/2021 Reduce Ownership Threshold for Shareholders to Request Action by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Mondelez International, Inc. Food Products 5/19/2021 Consider Pay Disparity Between Executives and Other Employees Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Vertex Pharmaceuticals Incorporated Biotechnology 5/19/2021 Report on Lobbying Payments and Policy Business ethics, transparency and accountability 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.
Vertex Pharmaceuticals Incorporated Biotechnology 5/19/2021 Report on Political Contributions and Expenditures Business ethics, transparency and accountability 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.
Southwest Airlines Co. Airlines 5/19/2021 Adopt Majority Vote Cast to Remove Directors With or Without Cause Board Structure & Operation Against For Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Southwest Airlines Co. Airlines 5/19/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Cerner Corporation Health Care Technology 5/19/2021 Eliminate Supermajority Vote Requirement Shareholder Rights 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.
CBRE Group, Inc. Real Estate Management & Development 5/19/2021 Reduce Ownership Threshold for Shareholders to Call Special Meeting Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that 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.
Xcel Energy Inc. Electric Utilities 5/19/2021 Report on Costs and Benefits of Climate-Related Activities Business ethics, transparency and accountability Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Amphenol Corporation Electronic Equipment, Instruments & Components 5/19/2021 Amend Proxy Access Right Shareholder Rights 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.
Thermo Fisher Scientific Inc. Life Sciences Tools & Services 5/19/2021 Provide Right to Call A Special Meeting Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that 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.
NextEra Energy, Inc. Electric Utilities 5/20/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
DTE Energy Company Multi-Utilities 5/20/2021 Report on Costs and Benefits of Environmental Related Expenditures Business ethics, transparency and accountability Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
DTE Energy Company Multi-Utilities 5/20/2021 Report on Political Contributions Business ethics, transparency and accountability 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.
Alliant Energy Corporation Electric Utilities 5/20/2021 Report on Costs and Benefits of Environmental Related Expenditures Business ethics, transparency and accountability Against Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently.
Zoetis Inc. Pharmaceuticals 5/20/2021 Adopt Simple Majority Vote Shareholder Rights Against For Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
The Home Depot, Inc. Specialty Retail 5/20/2021 Amend Shareholder Written Consent Provisions Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of 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.
The Home Depot, Inc. Specialty Retail 5/20/2021 Report on Political Contributions Congruency Analysis Business ethics, transparency and accountability 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.
Xerox Holdings Corporation Technology Hardware, Storage & Peripherals 5/20/2021 Provide Right to Act by Written Consent Shareholder Rights 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.
Altria Group, Inc. Tobacco 5/20/2021 Report on Lobbying Payments and Policy Business ethics, transparency and accountability 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.
McDonald's Corporation Hotels, Restaurants & Leisure 5/20/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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 Mosaic Company Chemicals 5/20/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
L Brands, Inc. Specialty Retail 5/20/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Republic Services, Inc. Commercial Services & Supplies 5/21/2021 Report on Integrating ESG Metrics Into Executive Compensation Program Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Quest Diagnostics Incorporated Health Care Providers & Services 5/21/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Honeywell International Inc. Industrial Conglomerates 5/21/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Howmet Aerospace Inc. Aerospace & Defense 5/25/2021 Require Independent Board Chair Board Structure & Operation 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 5/25/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
ViacomCBS Inc. Media 5/25/2021 Adopt Proxy Access Right Shareholder Rights Against For We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
NiSource Inc. Multi-Utilities 5/25/2021 Amend Proxy Access Right Shareholder Rights 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 Allstate Corporation Insurance 5/25/2021 Amend Proxy Access Right Shareholder Rights 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.
BlackRock, Inc. Capital Markets 5/26/2021 Amend Certificate of Incorporation to Become a Public Benefit Corporation Business ethics, transparency and accountability Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
PayPal Holdings, Inc. IT Services 5/26/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Chevron Corporation Oil, Gas & Consumable Fuels 5/26/2021 Amend Certificate of Incorporation to Become a Public Benefit Corporation Business ethics, transparency and accountability Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Chevron Corporation Oil, Gas & Consumable Fuels 5/26/2021 Reduce Ownership Threshold for Shareholders to Call Special Meeting Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that 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 5/26/2021 Report on Lobbying Payments and Policy Business ethics, transparency and accountability 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 the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry.
Chevron Corporation Oil, Gas & Consumable Fuels 5/26/2021 Require Independent Board Chair Board Structure & Operation 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 the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry.
Advance Auto Parts, Inc. Specialty Retail 5/26/2021 Amend Proxy Access Right Shareholder Rights 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.
United Airlines Holdings, Inc. Airlines 5/26/2021 Report on Political Contributions and Expenditures Business ethics, transparency and accountability Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Amazon.com, Inc. Internet & Direct Marketing Retail 5/26/2021 Adopt a Policy to Include Hourly Employees as Director Candidates Board Quality 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.
Amazon.com, Inc. Internet & Direct Marketing Retail 5/26/2021 Reduce Ownership Threshold for Shareholders to Call Special Meeting Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that 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.
Amazon.com, Inc. Internet & Direct Marketing Retail 5/26/2021 Report on Board Oversight of Risks Related to Anti-Competitive Practices Business ethics, transparency and accountability 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.
Amazon.com, Inc. Internet & Direct Marketing Retail 5/26/2021 Report on Lobbying Payments and Policy Business ethics, transparency and accountability 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 5/26/2021 Require Independent Board Chair Board Structure & Operation 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.
Dollar General Corporation Multiline Retail 5/26/2021 Provide Right to Call A Special Meeting of the total of 10% of Outstanding Common Stock Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that 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.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels 5/26/2021 Reduce Ownership Threshold for Shareholders to Call Special Meeting Shareholder Rights None Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that 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.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels 5/26/2021 Report on Costs and Benefits of Environmental-Related Expenditures Business ethics, transparency and accountability None Against We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels 5/26/2021 Report on Lobbying Payments and Policy Business ethics, transparency and accountability None For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels 5/26/2021 Report on Political Contributions Business ethics, transparency and accountability None For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.
Exxon Mobil Corporation Oil, Gas & Consumable Fuels 5/26/2021 Require Independent Board Chair Board Structure & Operation None For We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Equinix, Inc. Equity Real Estate Investment Trusts (REITs) 5/26/2021 Reduce Ownership Threshold for Shareholders to Request Action by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Facebook, Inc. Interactive Media & Services 5/26/2021 Amend Certificate of Incorporation to Become a Public Benefit Corporation Business ethics, transparency and accountability Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Facebook, Inc. Interactive Media & Services 5/26/2021 Approve Recapitalization Plan for all Stock to Have One-vote per Share Shareholder Rights 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.
Facebook, Inc. Interactive Media & Services 5/26/2021 Require Independent Board Chair Board Structure & Operation Against For We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair.

We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight.
Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
Facebook, Inc. Interactive Media & Services 5/26/2021 Require Independent Director Nominee with Human and/or Civil Rights Experience Board Quality 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.
American Tower Corporation Equity Real Estate Investment Trusts (REITs) 5/26/2021 Establish a Board Committee on Human Rights Board Quality Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
American Tower Corporation Equity Real Estate Investment Trusts (REITs) 5/26/2021 Reduce Ownership Threshold for Shareholders to Call Special Meeting Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that 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 5/27/2021 Reduce Ownership Threshold for Shareholders to Call Special Meeting Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
VeriSign, Inc. IT Services 5/27/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Lowe's Companies, Inc. Specialty Retail 5/28/2021 Amend Proxy Access Right Shareholder Rights 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.
Cognizant Technology Solutions Corporation IT Services 6/1/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Biogen Inc. Biotechnology 6/2/2021 Report on Lobbying Payments and Policy Business ethics, transparency and accountability 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.
Royal Caribbean Cruises Ltd. Hotels, Restaurants & Leisure 6/2/2021 Report on Political Contributions Disclosure Business ethics, transparency and accountability 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.
Alphabet Inc. Interactive Media & Services 6/2/2021 Amend Certificate of Incorporation to Become a Public Benefit Corporation Business ethics, transparency and accountability Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Alphabet Inc. Interactive Media & Services 6/2/2021 Approve Recapitalization Plan for all Stock to Have One-vote per Share Shareholder Rights 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 6/2/2021 Assess Feasibility of Including Sustainability as a Performance Measure for Senior Executive Compensation Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company.
Alphabet Inc. Interactive Media & Services 6/2/2021 Report on Charitable Contributions Business ethics, transparency and accountability 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Alphabet Inc. Interactive Media & Services 6/2/2021 Report on Risks Related to Anticompetitive Practices Business ethics, transparency and accountability 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.
Alphabet Inc. Interactive Media & Services 6/2/2021 Report on Takedown Requests Business ethics, transparency and accountability Against Against We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue.
Alphabet Inc. Interactive Media & Services 6/2/2021 Require Independent Director Nominee with Human and/or Civil Rights Experience Board Quality 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 6/2/2021 Approve Creation of a Pandemic Workforce Advisory Council Board Quality 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.
Walmart Inc. Food & Staples Retailing 6/2/2021 Report on Lobbying Payments and Policy Business ethics, transparency and accountability Against Against Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Walmart Inc. Food & Staples Retailing 6/2/2021 Review of Statement on the Purpose of a Corporation Business ethics, transparency and accountability Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Lincoln National Corporation Insurance 6/3/2021 Amend Proxy Access Right Shareholder Rights 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.
Lincoln National Corporation Insurance 6/3/2021 Amend Special Meeting Right Provisions Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that 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 6/3/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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 based on company-specific factors related to outcomes associated with past and future commitments by the company.
Netflix, Inc. Entertainment 6/3/2021 Adopt Simple Majority Vote Shareholder Rights 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.
Netflix, Inc. Entertainment 6/3/2021 Improve the Executive Compensation Philosophy Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Netflix, Inc. Entertainment 6/3/2021 Report on Political Contributions Business ethics, transparency and accountability 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.
Citrix Systems, Inc. Software 6/4/2021 Adopt Simple Majority Vote Shareholder Rights 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.
UnitedHealth Group Incorporated Health Care Providers & Services 6/7/2021 Reduce Ownership Threshold for Shareholders to Call Special Meeting Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that 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 TJX Companies, Inc. Specialty Retail 6/8/2021 Report on Pay Disparity Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
Fortive Corporation Machinery 6/8/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Caterpillar Inc. Machinery 6/9/2021 Amend Certificate of Incorporate to become Public Benefit Corporation Business ethics, transparency and accountability Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of 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 how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value.
Caterpillar Inc. Machinery 6/9/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
American Airlines Group Inc. Airlines 6/9/2021 Adopt Simple Majority Vote Shareholder Rights 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.
Target Corporation Multiline Retail 6/9/2021 Amend Proxy Access Right Shareholder Rights 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.
Expedia Group, Inc. Hotels, Restaurants & Leisure 6/9/2021 Report on Political Contributions and Expenditures Business ethics, transparency and accountability Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
DaVita Inc. Health Care Providers & Services 6/10/2021 Report on Political Contributions Business ethics, transparency and accountability 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 6/10/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
salesforce.com, inc. Software 6/10/2021 Amend Certificate of Incorporation to Become a Public Benefit Corporation Business ethics, transparency and accountability Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue.
General Motors Company Automobiles 6/14/2021 Link Executive Pay to Social Criteria Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
General Motors Company Automobiles 6/14/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
eBay Inc. Internet & Direct Marketing Retail 6/15/2021 Improve Principles of Executive Compensation Program Executive Compensation Against Against Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome.
eBay Inc. Internet & Direct Marketing Retail 6/15/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Nasdaq, Inc. Capital Markets 6/15/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Best Buy Co., Inc. Specialty Retail 6/16/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance.
Delta Air Lines, Inc. Airlines 6/17/2021 Provide Right to Act by Written Consent Shareholder Rights Against Against Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board 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.
Twitter, Inc. Interactive Media & Services 6/24/2021 Require Independent Director Nominee with Human and/or Civil Rights Experience Board Quality 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.
CarMax, Inc. Specialty Retail 6/29/2021 Report on Political Contributions and Expenditures Business ethics, transparency and accountability Against For Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process.