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Key proxy vote rationales for 2025

We strive to meet a high standard of transparency for our clients in our proxy voting decisions. Disclosure on our proxy voting records is publicly available at VDS Dashboard. Here on this page, we disclose the vote rationales for shareholder proposals at S&P 500 companies.

The drivers of the votes against are based on a case-by-case assessment of the boards’ alignment with our general principles and expectations on board quality, board structure and operation, business ethics transparency and accountability, and oversight of material ESG risks. For more information on our approach to proxy voting, please refer to the Nuveen Proxy Voting Guidelines.

COMPANY NAME	INDUSTRY	PROPOSAL TEXT	MANAGEMENT RECOMMENDATION	VOTE INSTRUCTION	VOTE RATIONALE
Walgreens Boots Alliance, Inc.	Consumer Staples Distribution & Retail	Elect Director John A. Lederer	For	Against	Business ethics, transparency, and accountability- escalation
Atmos Energy Corporation	Gas Utilities	Elect Director Richard A. Sampson	For	Against	Board Structure and Operation
Tyson Foods, Inc.	Food Products	Elect Director John H. Tyson	For	Against	Business ethics, transparency, and accountability
Tyson Foods, Inc.	Food Products	Elect Director Les R. Baledge	For	Against	Board Structure and Operation
Tyson Foods, Inc.	Food Products	Elect Director David J. Bronczek	For	Against	Business ethics, transparency, and accountability- Social
Tyson Foods, Inc.	Food Products	Elect Director Cheryl S. Miller	For	Against	Business ethics, transparency, and accountability- Governance
Tyson Foods, Inc.	Food Products	Elect Director Barbara A. Tyson	For	Against	Business ethics, transparency, and accountability
Raymond James Financial, Inc.	Capital Markets	Elect Director Anne Gates	For	Against	Business ethics, transparency, and accountability- Social
Fair Isaac Corporation	Software	Elect Director Braden R. Kelly	For	Against	Business ethics, transparency, and accountability- Social
Cencora, Inc.	Health Care Providers & Services	Elect Director Lon R. Greenberg	For	Against	Business ethics, transparency, and accountability- Social
Johnson Controls International plc	Building Products	Elect Director Jean Blackwell	For	Against	Business ethics, transparency, and accountability- Social
A. O. Smith Corporation	Building Products	Elect Director Todd W. Fister	For	Withhold	Business ethics, transparency, and accountability- escalation
A. O. Smith Corporation	Building Products	Elect Director Michael M. Larsen	For	Withhold	Business ethics, transparency, and accountability- Governance
A. O. Smith Corporation	Building Products	Elect Director Lois M. Martin	For	Withhold	Business ethics, transparency, and accountability- escalation
Lennar Corporation	Household Durables	Elect Director Stuart Miller	For	Against	Business ethics, transparency, and accountability
Lennar Corporation	Household Durables	Elect Director Jeffrey Sonnenfeld	For	Against	Business ethics, transparency, and accountability-escalation
Teledyne Technologies Incorporated	Electronic Equipment, Instruments & Components	Elect Director Michael T. Smith	For	Against	Board Quality
J.B. Hunt Transport Services, Inc.	Ground Transportation	Elect Director James L. Robo	For	Against	Board Quality
Snap-on Incorporated	Machinery	Elect Director David C. Adams	For	Against	Board Quality
Genuine Parts Company	Distributors	Elect Director P. Russell Hardin	For	Against	Board Structure and Operation
Coterra Energy Inc.	Oil, Gas & Consumable Fuels	Elect Director Frances M. Vallejo	For	Against	Board Structure and Operation
Coterra Energy Inc.	Oil, Gas & Consumable Fuels	Elect Director Marcus A. Watts	For	Against	Board Structure and Operation
Eastman Chemical Company	Chemicals	Elect Director Julie F. Holder	For	Against	Board Quality
Illinois Tool Works Inc.	Machinery	Elect Director Pamela B. Strobel	For	Against	Board Quality
Berkshire Hathaway Inc.	Financial Services	Elect Director Susan L. Decker	For	Withhold	Business ethics, transparency, and accountability- Social
Berkshire Hathaway Inc.	Financial Services	Elect Director Charlotte Guyman	For	Withhold	Business ethics, transparency, and accountability
Aflac Incorporated	Insurance	Elect Director Katherine T. Rohrer	For	Against	Business ethics, transparency, and accountability
Danaher Corporation	Life Sciences Tools & Services	Elect Director Linda Filler	For	Against	Board Quality
Expeditors International of Washington, Inc.	Air Freight & Logistics	Elect Director Brandon S. Pedersen	For	Against	Business ethics, transparency, and accountability
NVR, Inc.	Household Durables	Elect Director Alfred E. Festa	For	Against	Business ethics, transparency, and accountability-escalation
Pentair plc	Machinery	Elect Director Billie I. Williamson	For	Against	Business ethics, transparency, and accountability- Environmental
Valero Energy Corporation	Oil, Gas & Consumable Fuels	Elect Director Deborah P. Majoras	For	Against	Business ethics, transparency, and accountability- Environmental
Brown & Brown, Inc.	Insurance	Elect Director H. Palmer Proctor, Jr.	For	Withhold	Board Quality
Packaging Corporation of America	Containers & Packaging	Elect Director Roger B. Porter	For	Against	Board Quality
Capital One Financial Corporation	Consumer Finance	Elect Director Craig Anthony Williams	For	Against	Board Quality
CME Group Inc.	Capital Markets	Elect Director Phyllis M. Lockett	For	Against	Business ethics, transparency, and accountability
Ford Motor Company	Automobiles	Elect Director William E. Kennard	For	Against	Business ethics, transparency, and accountability
United Parcel Service, Inc.	Air Freight & Logistics	Elect Director William Johnson	For	Against	Business ethics, transparency, and accountability
AbbVie Inc.	Biotechnology	Elect Director Thomas C. Freyman	For	Against	Board Quality
Camden Property Trust	Residential REITs	Elect Director Frances Aldrich Sevilla-Sacasa	For	Against	Board Quality
3M Company	Industrial Conglomerates	Elect Director Gregory R. Page	For	Against	Business ethics, transparency, and accountability- Environmental
Essex Property Trust, Inc.	Residential REITs	Elect Director Keith R. Guericke	For	Against	Board Structure and Operation
Loews Corporation	Insurance	Elect Director Anthony Welters	For	Against	Board Quality
American International Group, Inc.	Insurance	Elect Director Linda A. Mills	For	Against	Business ethics, transparency, and accountability- Governance
Enphase Energy, Inc.	Semiconductors & Semiconductor Equipment	Elect Director Thurman John Rodgers	For	Withhold	Board Quality- Diversity
Everest Group, Ltd.	Insurance	Elect Director John J. Amore	For	Against	Board Quality- Diversity
Universal Health Services, Inc.	Health Care Providers & Services	Elect Director Maria R. Singer	For	Withhold	Business ethics, transparency, and accountability
Bunge Global SA	Food Products	Elect Director Carol Browner	For	Against	Business ethics, transparency, and accountability- Environmental
Chubb Limited	Insurance	Elect Director David H. Sidwell	For	Against	Business ethics, transparency, and accountability- Social
Las Vegas Sands Corp.	Hotels, Restaurants & Leisure	Elect Director Micheline Chau	For	Withhold	Board Quality- Diversity
Las Vegas Sands Corp.	Hotels, Restaurants & Leisure	Elect Director Lewis Kramer	For	Withhold	Business ethics, transparency, and accountability- Governance
Las Vegas Sands Corp.	Hotels, Restaurants & Leisure	Elect Director Alain Li	For	Withhold	Board Quality- Diversity
Align Technology, Inc.	Health Care Equipment & Supplies	Elect Director Joseph Lacob	For	Against	Business ethics, transparency, and accountability- Social
ONEOK, Inc.	Oil, Gas & Consumable Fuels	Elect Director Brian L. Derksen	For	Against	Business ethics, transparency, and accountability- Environmental
ONEOK, Inc.	Oil, Gas & Consumable Fuels	Elect Director Julie H. Edwards	For	Against	Business ethics, transparency, and accountability- Environmental
ONEOK, Inc.	Oil, Gas & Consumable Fuels	Elect Director Randall J. Larson	For	Against	Business ethics, transparency, and accountability- Environmental
ONEOK, Inc.	Oil, Gas & Consumable Fuels	Elect Director Eduardo A. Rodriguez	For	Against	Business ethics, transparency, and accountability- Environmental
APA CORPORATION	Oil, Gas & Consumable Fuels	Elect Director Annell R. Bay	For	Against	Business ethics, transparency, and accountability- Governance
APA CORPORATION	Oil, Gas & Consumable Fuels	Elect Director Juliet S. Ellis	For	Against	Business ethics, transparency, and accountability- Governance
APA CORPORATION	Oil, Gas & Consumable Fuels	Elect Director Charles W. Hooper	For	Against	Business ethics, transparency, and accountability- Governance
APA CORPORATION	Oil, Gas & Consumable Fuels	Elect Director Chansoo Joung	For	Against	Business ethics, transparency, and accountability- Environmental
APA CORPORATION	Oil, Gas & Consumable Fuels	Elect Director David L. Stover	For	Against	Business ethics, transparency, and accountability- Governance
EPAM Systems, Inc.	IT Services	Elect Director Richard Michael Mayoras	For	Against	Board Quality
Mohawk Industries, Inc.	Household Durables	Elect Director Joseph A. Onorato	For	Against	Board Quality- Diversity
Mohawk Industries, Inc.	Household Durables	Elect Director William H. Runge, III	For	Against	Board Quality- Diversity
Mohawk Industries, Inc.	Household Durables	Elect Director W. Christopher Wellborn	For	Against	Board Quality
SBA Communications Corporation	Specialized REITs	Elect Director Jeffrey A. Stoops	For	Against	Board Quality
Meta Platforms, Inc.	Interactive Media & Services	Elect Director Peggy Alford	For	Withhold	Business ethics, transparency, and accountability
Meta Platforms, Inc.	Interactive Media & Services	Elect Director John Elkann	For	Withhold	Board Quality
Meta Platforms, Inc.	Interactive Media & Services	Elect Director Mark Zuckerberg	For	Withhold	Business ethics, transparency, and accountability
Axon Enterprise, Inc.	Aerospace & Defense	Elect Director Adriane Brown	For	Against	Business ethics, transparency, and accountability- Environmental
Dollar General Corporation	Consumer Staples Distribution & Retail	Elect Director Warren F. Bryant	For	Against	Business ethics, transparency, and accountability- Governance
Dollar General Corporation	Consumer Staples Distribution & Retail	Elect Director Timothy I. McGuire	For	Against	Business ethics, transparency, and accountability- Governance
Dollar General Corporation	Consumer Staples Distribution & Retail	Elect Director Kathleen M. Scarlett	For	Against	Business ethics, transparency, and accountability- Governance
Gartner, Inc.	IT Services	Elect Director William O. Grabe	For	Against	Board Quality
UnitedHealth Group Incorporated	Health Care Providers & Services	Elect Director Michele Hooper	For	Against	Business ethics, transparency, and accountability- Governance
Warner Bros. Discovery, Inc.	Entertainment	Elect Director Richard W. Fisher	For	Withhold	Business ethics, transparency, and accountability- Governance
Warner Bros. Discovery, Inc.	Entertainment	Elect Director Paul A. Gould	For	Withhold	Business ethics, transparency, and accountability- Governance
Warner Bros. Discovery, Inc.	Entertainment	Elect Director Debra L. Lee	For	Withhold	Business ethics, transparency, and accountability- Governance
Warner Bros. Discovery, Inc.	Entertainment	Elect Director Kenneth W. Lowe	For	Withhold	Business ethics, transparency, and accountability- Governance
Warner Bros. Discovery, Inc.	Entertainment	Elect Director Geoffrey Y. Yang	For	Withhold	Business ethics, transparency, and accountability- Governance
Expedia Group, Inc.	Hotels, Restaurants & Leisure	Elect Director Craig Jacobson	For	Withhold	Board Structure and Operation
Airbnb, Inc.	Hotels, Restaurants & Leisure	Elect Director Joseph Gebbia	For	Withhold	Business ethics, transparency, and accountability
Airbnb, Inc.	Hotels, Restaurants & Leisure	Elect Director Jeffrey Jordan	For	Withhold	Business ethics, transparency, and accountability
Alphabet Inc.	Interactive Media & Services	Elect Director Larry Page	For	Against	Board Quality
Alphabet Inc.	Interactive Media & Services	Elect Director John L. Hennessy	For	Against	Board Quality
Alphabet Inc.	Interactive Media & Services	Elect Director Robin L. Washington	For	Against	Business ethics, transparency, and accountability
Garmin Ltd.	Household Durables	Elect Director Jonathan C. Burrell	For	Against	Board Structure and Operation
T-Mobile US, Inc.	Wireless Telecommunication Services	Elect Director André Almeida	For	Withhold	Board Structure and Operation
T-Mobile US, Inc.	Wireless Telecommunication Services	Elect Director Timotheus Höttges	For	Withhold	Board Quality
T-Mobile US, Inc.	Wireless Telecommunication Services	Elect Director Christian P. Illek	For	Withhold	Board Quality
T-Mobile US, Inc.	Wireless Telecommunication Services	Elect Director Raphael Kübler	For	Withhold	Board Quality
T-Mobile US, Inc.	Wireless Telecommunication Services	Elect Director Thorsten Langheim	For	Withhold	Board Quality
T-Mobile US, Inc.	Wireless Telecommunication Services	Elect Director Dominique Leroy	For	Withhold	Board Quality
T-Mobile US, Inc.	Wireless Telecommunication Services	Elect Director Letitia A. Long	For	Withhold	Board Quality
T-Mobile US, Inc.	Wireless Telecommunication Services	Elect Director Teresa A. Taylor	For	Withhold	Board Quality
NXP Semiconductors N.V.	Semiconductors & Semiconductor Equipment	Reelect Anthony Foxx as Non-Executive Director	For	Against	Business ethics, transparency, and accountability- Environmental
W. R. Berkley Corporation	Insurance	Elect Director Ronald E. Blaylock	For	Against	Business ethics, transparency, and accountability- Social
W. R. Berkley Corporation	Insurance	Elect Director Mary C. Farrell	For	Against	Board Structure and Operation
Live Nation Entertainment, Inc.	Entertainment	Elect Director Chad Hollingsworth	For	Against	Business ethics, transparency, and accountability- Social
Monolithic Power Systems, Inc.	Semiconductors & Semiconductor Equipment	Elect Director Carintia Martinez	For	Withhold	Board Quality
Regeneron Pharmaceuticals, Inc.	Biotechnology	Elect Director Michael S. Brown	For	Against	Board Quality
Comcast Corporation	Diversified Telecommunication Services	Elect Director Kenneth J. Bacon	For	Withhold	Business ethics, transparency, and accountability
Match Group, Inc.	Interactive Media & Services	Elect Director Stephen Bailey	For	Withhold	Business ethics, transparency, and accountability
Paramount Global	Media	Elect Director Barbara M. Byrne	For	Against	Business ethics, transparency, and accountability
Paramount Global	Media	Elect Director Linda M. Griego	For	Against	Business ethics, transparency, and accountability
Paramount Global	Media	Elect Director Susan Schuman	For	Against	Board Structure and Operation
Brown-Forman Corporation	Beverages	Elect Director Campbell P. Brown	For	Against	Board Structure and Operation
Brown-Forman Corporation	Beverages	Elect Director Elizabeth M. Brown	For	Against	Business ethics, transparency, and accountability
Brown-Forman Corporation	Beverages	Elect Director Marshall B. Farrer	For	Against	Business ethics, transparency, and accountability
Brown-Forman Corporation	Beverages	Elect Director W. Austin Musselman, Jr.	For	Against	Business ethics, transparency, and accountability
Brown-Forman Corporation	Beverages	Elect Director Jan E. Singer	For	Against	Business ethics, transparency, and accountability
Brown-Forman Corporation	Beverages	Elect Director Tracy L. Skeans	For	Against	Business ethics, transparency, and accountability
Ralph Lauren Corporation	Textiles, Apparel & Luxury Goods	Elect Director Angela Ahrendts	For	Withhold	Business ethics, transparency, and accountability
Ralph Lauren Corporation	Textiles, Apparel & Luxury Goods	Elect Director Darren Walker	For	Withhold	Business ethics, transparency, and accountability
STERIS plc	Health Care Equipment & Supplies	Elect Director Cynthia L. Feldmann	For	Against	Business ethics, transparency, and accountability- Environmental
Qorvo, Inc.	Semiconductors & Semiconductor Equipment	Elect Director Judy Bruner	For	Against	Board Quality- Diversity
Qorvo, Inc.	Semiconductors & Semiconductor Equipment	Elect Director Roderick D. Nelson	For	Against	Board Quality- Diversity
Qorvo, Inc.	Semiconductors & Semiconductor Equipment	Elect Director Walden C. Rhines	For	Against	Board Quality- Diversity
Qorvo, Inc.	Semiconductors & Semiconductor Equipment	Elect Director Susan L. Spradley	For	Against	Board Quality- Diversity
Tesla, Inc.	Automobiles	Elect Director Ira Ehrenpreis	For	Against	Business ethics, transparency, and accountability- Governance
Tesla, Inc.	Automobiles	Elect Director Kathleen Wilson-Thompson	For	Against	Business ethics, transparency, and accountability- Governance
The Estee Lauder Companies Inc.	Personal Care Products	Elect Director William P. Lauder	For	Withhold	Board Structure and Operation
The Estee Lauder Companies Inc.	Personal Care Products	Elect Director Jennifer Tejada	For	Withhold	Business ethics, transparency, and accountability
The Estee Lauder Companies Inc.	Personal Care Products	Elect Director Eric L. Zinterhofer	For	Withhold	Board Structure and Operation
Fox Corporation	Media	Elect Director Tony Abbott	For	Against	Board Quality- Diversity
Fox Corporation	Media	Elect Director William A. Burck	For	Against	Board Quality- Diversity
Fox Corporation	Media	Elect Director Roland A. Hernandez	For	Against	Board Quality- Diversity
Fox Corporation	Media	Elect Director Paul D. Ryan	For	Against	Business ethics, transparency, and accountability
Oracle Corporation	Software	Elect Director Bruce R. Chizen	For	Withhold	Board Quality
News Corporation	Media	Elect Director José María Aznar	For	Against	Board Quality
Copart, Inc.	Commercial Services & Supplies	Elect Director Diane M. Morefield	For	Against	Board Quality

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