Proposal Mgt rec Vote
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

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