Management proposals |
1.1
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Elect Director Frank J. Fertitta, III
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
Deling av rollene som styreleder og administrerende direktør
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For
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Withhold
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1.2
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Elect Director Lorenzo J. Fertitta
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For
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For
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1.3
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Elect Director Robert A. Cashell, Jr.
Vote rationale:
Diversity contributes to the overall effectiveness of the board and is a sign of an effective nomination process. The board should ensure that it can bring a broad range of perspectives and approaches to its decision-making process. The board should have an appropriate balance of competencies and backgrounds.
Global Voting Guidelines
Mangfold i styret
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For
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Withhold
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1.4
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Elect Director Robert E. Lewis
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For
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For
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1.5
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Elect Director James E. Nave
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For
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For
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2
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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
Avlønning av administrerende direktør
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For
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Against
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3
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Ratify Ernst & Young LLP as Auditors
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For
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For
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