Proposal Mgt rec Vote
Management proposals
1a Elect Director Janaki Akella For For
1b Elect Director Henry A. "Hal" Clark, III For For
1c Elect Director Shantella E. Cooper For For
1d Elect Director Anthony F. "Tony" Earley, Jr. For For
1e Elect Director David J. Grain For For
1f Elect Director Donald M. James For For
1g Elect Director John D. Johns For For
1h Elect Director Dale E. Klein For For
1i Elect Director David E. Meador For For
1j Elect Director William G. Smith, Jr. For For
1k Elect Director Kristine L. Svinicki For For
1l Elect Director Lizanne Thomas For For
1m Elect Director Christopher C. Womack 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
2 Advisory Vote to Ratify Named Executive Officers' Compensation For For
3 Ratify Deloitte & Touche LLP as Auditors For For
4 Eliminate Supermajority Vote Requirement For For
Shareholder proposals
5 Adopt Simple Majority Vote Vote rationale: Anti-takeover measures are generally not in the interest of shareholders, and the introduction of such measures should, at a minimum, be subject to shareholder approval. We define anti-takeover measures to include any mechanism likely to deter or frustrate takeovers. Global Voting Guidelines Against For
6 Adopt GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal Vote rationale: We will not support a shareholder proposal where the company does not appear to have significant gaps in their management or reporting of the relevant sustainability risk. We assess companies against our public expectations on environmental and social issues. We may consider direction of travel and pace of change as part of our assessments. Global Voting Guidelines Shareholder proposals on sustainability Against Against

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