Proposal Mgt rec Vote
Management proposals
1a Elect Director Wanda M. Austin For For
1b Elect Director John B. Frank For For
1c Elect Director Alice P. Gast For For
1d Elect Director Enrique Hernandez, Jr. For For
1e Elect Director Marillyn A. Hewson For For
1f Elect Director Jon M. Huntsman, Jr. For For
1g Elect Director Charles W. Moorman For For
1h Elect Director Dambisa F. Moyo For For
1i Elect Director Debra Reed-Klages For For
1j Elect Director D. James Umpleby, III For For
1k Elect Director Cynthia J. Warner For For
1l Elect Director Michael K. (Mike) Wirth 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 Ratify PricewaterhouseCoopers LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive Officers' Compensation For For
4 Amend Certificate of Incorporation to Provide for the Exculpation of Officers For For
Shareholder proposals
5 Commission Third Party Assessment of Implementation of Human Rights Policy 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
6 Report on Risk of Reverse Stranded Assets of Investing in Renewables 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
7 Amend Right to Call Special Meeting Against Against

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