| Management proposals |
|
1a
|
Elect Director Mark A. Edmunds
|
For
|
For
|
|
1b
|
Elect Director Marvin R. Ellison
|
For
|
For
|
|
1c
|
Elect Director Susan Patricia Griffith
|
For
|
For
|
|
1d
|
Elect Director R. Brad Martin
|
For
|
For
|
|
1e
|
Elect Director Nancy A. Norton
|
For
|
For
|
|
1f
|
Elect Director Frederick P. Perpall
|
For
|
For
|
|
1g
|
Elect Director Joshua Cooper Ramo
|
For
|
For
|
|
1h
|
Elect Director Susan C. Schwab
|
For
|
For
|
|
1i
|
Elect Director Richard W. Smith
|
For
|
For
|
|
1j
|
Elect Director Rajesh Subramaniam
|
For
|
For
|
|
1k
|
Elect Director Paul S. Walsh
|
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 Ernst & Young LLP as Auditors
|
For
|
For
|
| Shareholder proposals |
|
4
|
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 board must establish clear mechanisms to ensure effective oversight. We believe shareholders are best served when the chairperson and CEO roles are held by different individuals.
Global Voting Guidelines
Separation of chairperson and CEO
|
Against
|
For
|
|
5
|
Reduce Ownership Threshold for Shareholders to Call Special Meeting to 10%
|
Against
|
Against
|
|
6
|
Report on Oversight of Risks Related to Distribution of Mail-Order Abortion Drugs
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
|