Management proposals |
1a
|
Elect Director Sebastien Bazin
|
For
|
For
|
1b
|
Elect Director Ashton Carter
|
For
|
For
|
1c
|
Elect Director H. Lawrence Culp, Jr.
Vote rationale:
The board should exercise objective judgement on corporate affairs and be able to make decisions independently of management. The roles of chairperson and CEO should not be held by the same individual. Where a company founder combines both roles, we may support this for a limited period, provided the board has put in place measures to mitigate any conflicts of interest.
Global Voting Guidelines
Separation of chairperson and CEO
|
For
|
Against
|
1d
|
Elect Director Francisco D'Souza
|
For
|
For
|
1e
|
Elect Director Edward Garden
|
For
|
For
|
1f
|
Elect Director Thomas Horton
Vote rationale:
Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations.
Global Voting Guidelines
CEO remuneration
|
For
|
Against
|
1g
|
Elect Director Risa Lavizzo-Mourey
|
For
|
For
|
1h
|
Elect Director Catherine Lesjak
|
For
|
For
|
1i
|
Elect Director Paula Rosput Reynolds
|
For
|
For
|
1j
|
Elect Director Leslie Seidman
|
For
|
For
|
1k
|
Elect Director James Tisch
|
For
|
For
|
2
|
Advisory Vote to Ratify Named Executive Officers' Compensation
Vote rationale:
The board is responsible for attracting the right CEO and setting appropriate remuneration. A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement. The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have a clear business rationale. Pensionable income should constitute a minor part of total remuneration.
Global Voting Guidelines
CEO remuneration
|
For
|
Against
|
3
|
Ratify Deloitte & Touche LLP as Auditors
|
For
|
For
|
4
|
Approve Reverse Stock Split
|
For
|
For
|
Shareholder proposals |
5
|
Require More Director Nominations Than Open Seats
|
Against
|
Against
|
6
|
Require Independent Board Chair
Vote rationale:
The board should exercise objective judgement on corporate affairs and be able to make decisions independently of management. The roles of chairperson and CEO should not be held by the same individual. Where a company founder combines both roles, we may support this for a limited period, provided the board has put in place measures to mitigate any conflicts of interest.
Global Voting Guidelines
Separation of chairperson and CEO
|
Against
|
For
|
7
|
Report on Meeting the Criteria of the Net Zero Indicator
|
For
|
For
|