In order to meet a higher standard of transparency for our clients, rather than providing rationales for select votes, we are disclosing all of our votes against directors at S&P 500 companies and the rationale for the vote against.1 This amounts to 140 directors at 92 distinct companies. The drivers of the votes against are based on a case-by-case assessment of the boards’ alignment with the principles in the TIAA Policy Statement on Responsible Investing regarding board quality, board structure and operation, business ethics transparency and accountability, as well as the board’s strategy and oversight of material ESG issues such as climate risk and diversity, equity, and inclusion as assessed within our thematic engagement initiatives.
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| COMPANY NAME | INDUSTRY | PROPOSAL TEXT | MANAGEMENT RECOMMENDATION | VOTE INSTRUCTION | VOTE RATIONALE |
|---|---|---|---|---|---|
| Copart, Inc. | Commercial Services & Supplies | Elect Director Diane M. Morefield | For | Against | Board Quality |
| FedEx Corporation | Air Freight & Logistics | Elect Director David P. Steiner | For | Against | Business ethics, transparency, and accountability- Governance risk escalation |
| McKesson Corporation | Health Care Providers & Services | Elect Director Maria Martinez | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Parker-Hannifin Corporation | Machinery | Elect Director Linda A. Harty | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| TE Connectivity Ltd. | Electronic Equipment, Instruments & Components | Elect Director William A. Jeffrey | For | Against | Business ethics, transparency, and accountability- Social risk escalation |
| The Estee Lauder Companies Inc. | Personal Care Products | Elect Director Charlene Barshefsky | For | Withhold | Board Quality|Business ethics, transparency, and accountability |
| L3Harris Technologies, Inc. | Aerospace & Defense | Elect Director Thomas A. Dattilo | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Fastenal Company | Trading Companies & Distributors | Elect Director Stephen L. Eastman | For | Against | Business ethics, transparency, and accountability- Social risk escalation |
| Charter Communications, Inc. | Media | Elect Director Gregory B. Maffei | For | Against | Board Quality |
| Charter Communications, Inc. | Media | Elect Director W. Lance Conn | For | Against | Business ethics, transparency, and accountability |
| Charter Communications, Inc. | Media | Elect Director Eric L. Zinterhofer | For | Against | Business ethics, transparency, and accountability- Governance risk escalation |
| Domino's Pizza, Inc. | Hotels, Restaurants & Leisure | Elect Director Patricia E. Lopez | For | Withhold | Board Quality |
| Kimco Realty Corporation | Retail REITs | Elect Director Mary Hogan Preusse | For | Against | Board Quality |
| Rollins, Inc. | Commercial Services & Supplies | Elect Director P. Russell Hardin | For | Withhold | Business ethics, transparency, and accountability- Social risk escalation |
| Teledyne Technologies Incorporated | Electronic Equipment, Instruments & Components | Elect Director Wesley W. von Schack | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Teledyne Technologies Incorporated | Electronic Equipment, Instruments & Components | Elect Director Simon M. Lorne | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Teledyne Technologies Incorporated | Electronic Equipment, Instruments & Components | Elect Director Denise R. Singleton | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Genuine Parts Company | Distributors | Elect Director P. Russell Hardin | For | Withhold | Business ethics, transparency, and accountability- Environmental risk escalation |
| Snap-on Incorporated | Machinery | Elect Director David C. Adams | For | Against | Board Quality|Business ethics, transparency, and accountability- Environmental risk escalation |
| Aflac Incorporated | Insurance | Elect Director Katherine T. Rohrer | For | Against | Board Quality|Business ethics, transparency, and accountability |
| Paycom Software, Inc. | Professional Services | Elect Director Robert J. Levenson | For | Against | Business ethics, transparency, and accountability- Governance risk escalation |
| CF Industries Holdings, Inc. | Chemicals | Elect Director Robert C. Arzbaecher | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Packaging Corporation of America | Containers & Packaging | Elect Director Roger B. Porter | For | Against | Board Quality |
| Packaging Corporation of America | Containers & Packaging | Elect Director Donna A. Harman | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Pool Corporation | Distributors | Elect Director David G. Whalen | For | Against | Business ethics, transparency, and accountability- Social risk escalation |
| Waste Management, Inc. | Commercial Services & Supplies | Elect Director William B. Plummer | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Masco Corporation | Building Products | Elect Director John C. Plant | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Masco Corporation | Building Products | Elect Director Mark R. Alexander | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Ford Motor Company | Automobiles | Elect Director William E. Kennard | For | Against | Business ethics, transparency, and accountability |
| Old Dominion Freight Line, Inc. | Ground Transportation | Elect Director John D. Kasarda | For | Withhold | Business ethics, transparency, and accountability- Environmental risk escalation|Business ethics, transparency, and accountability- Social risk escalation |
| Steel Dynamics, Inc. | Metals & Mining | Elect Director Bradley S. Seaman | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Brown-Forman Corporation | Beverages | Elect Director Campbell P. Brown | For | Against | Board Structure and Operation|Business ethics, transparency, and accountability |
| Brown-Forman Corporation | Beverages | Elect Director Elizabeth M. Brown | For | Against | Business ethics, transparency, and accountability |
| Brown-Forman Corporation | Beverages | Elect Director Stuart R. Brown | For | Against | Business ethics, transparency, and accountability |
| Brown-Forman Corporation | Beverages | Elect Director Marshall B. Farrer | For | Against | Business ethics, transparency, and accountability |
| Brown-Forman Corporation | Beverages | Elect Director Michael J. Roney | For | Against | Board Structure and Operation|Business ethics, transparency, and accountability |
| Brown-Forman Corporation | Beverages | Elect Director Tracy L. Skeans | For | Against | Board Structure and Operation|Business ethics, transparency, and accountability |
| Brown-Forman Corporation | Beverages | Elect Director Michael A. Todman | For | Against | Board Structure and Operation|Business ethics, transparency, and accountability |
| Ralph Lauren Corporation | Textiles, Apparel & Luxury Goods | Elect Director Darren Walker | For | Withhold | Business ethics, transparency, and accountability |
| A. O. Smith Corporation | Building Products | Elect Director Ilham Kadri | For | Withhold | Business ethics, transparency, and accountability- Social risk escalation|Business ethics, transparency, and accountability- Governance risk escalation |
| A. O. Smith Corporation | Building Products | Elect Director Victoria M. Holt | For | Withhold | Business ethics, transparency, and accountability- Governance risk escalation|Business ethics, transparency, and accountability |
| Valero Energy Corporation | Oil, Gas & Consumable Fuels | Elect Director Deborah P. Majoras | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Berkshire Hathaway Inc. | Financial Services | Elect Director Charlotte Guyman | For | Withhold | Business ethics, transparency, and accountability |
| Berkshire Hathaway Inc. | Financial Services | Elect Director Susan L. Decker | For | Withhold | Business ethics, transparency, and accountability- Environmental risk escalation |
| Eversource Energy | Electric Utilities | Elect Director Cotton M. Cleveland | For | Against | Board Structure and Operation |
| United Parcel Service, Inc. | Air Freight & Logistics | Elect Director William Johnson | For | Against | Business ethics, transparency, and accountability |
| Camden Property Trust | Residential REITs | Elect Director Frances Aldrich Sevilla-Sacasa | For | Against | Board Quality |
| APA CORPORATION | Oil, Gas & Consumable Fuels | Elect Director Annell R. Bay | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Vulcan Materials Company | Construction Materials | Elect Director Richard T. O'Brien | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| ONEOK, Inc. | Oil, Gas & Consumable Fuels | Elect Director Julie H. Edwards | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Quanta Services, Inc. | Construction & Engineering | Elect Director Martha B. Wyrsch | For | Against | Board Structure and Operation |
| TransDigm Group Incorporated | Aerospace & Defense | Elect Director Gary E. McCullough | For | Withhold | Business ethics, transparency, and accountability- Environmental risk escalation |
| Fox Corporation | Media | Elect Director Paul D. Ryan | For | Against | Board Quality- Diversity|Board Structure and Operation|Business ethics, transparency, and accountability |
| Fox Corporation | Media | Elect Director Roland A. Hernandez | For | Against | Board Quality- Diversity |
| Fox Corporation | Media | Elect Director William A. Burck | For | Against | Board Quality- Diversity |
| Oracle Corporation | Software | Elect Director George H. Conrades | For | Withhold | Business ethics, transparency, and accountability- Social risk escalation |
| Oracle Corporation | Software | Elect Director Bruce R. Chizen | For | Withhold | Board Quality|Business ethics, transparency, and accountability- Social risk escalation |
| Franklin Resources, Inc. | Capital Markets | Elect Director Geoffrey Y. Yang | For | Against | Business ethics, transparency, and accountability |
| Franklin Resources, Inc. | Capital Markets | Elect Director Seth H. Waugh | For | Against | Business ethics, transparency, and accountability |
| Atmos Energy Corporation | Gas Utilities | Elect Director Frank Yoho | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation|Business ethics, transparency, and accountability- Social risk escalation |
| Tyson Foods, Inc. | Food Products | Elect Director Barbara A. Tyson | For | Against | Business ethics, transparency, and accountability |
| Tyson Foods, Inc. | Food Products | Elect Director David J. Bronczek | For | Against | Business ethics, transparency, and accountability |
| Tyson Foods, Inc. | Food Products | Elect Director Les R. Baledge | For | Against | Board Structure and Operation |
| Tyson Foods, Inc. | Food Products | Elect Director John H. Tyson | For | Against | Business ethics, transparency, and accountability |
| Fair Isaac Corporation | Software | Elect Director Braden R. Kelly | For | Against | Business ethics, transparency, and accountability- Social risk escalation |
| Lennar Corporation | Household Durables | Elect Director Jeffrey Sonnenfeld | For | Against | Business ethics, transparency, and accountability- Social risk escalation |
| Lennar Corporation | Household Durables | Elect Director Stuart Miller | For | Against | Business ethics, transparency, and accountability |
| Celanese Corporation | Chemicals | Elect Director Kim K.W. Rucker | For | Against | Board Structure and Operation |
| Celanese Corporation | Chemicals | Elect Director Kathryn M. Hill | For | Against | Business ethics, transparency, and accountability- Social risk escalation |
| Hubbell Incorporated | Electrical Equipment | Elect Director Neal J. Keating | For | Withhold | Business ethics, transparency, and accountability- Environmental risk escalation |
| Huntington Ingalls Industries, Inc. | Aerospace & Defense | Elect Director John K. Welch | For | Against | Business ethics, transparency, and accountability- Social risk escalation |
| Huntington Ingalls Industries, Inc. | Aerospace & Defense | Elect Director Leo P. Denault | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Brown & Brown, Inc. | Insurance | Elect Director H. Palmer Proctor, Jr. | For | Withhold | Board Quality|Business ethics, transparency, and accountability- Social escalation |
| General Dynamics Corporation | Aerospace & Defense | Elect Director Robert K. Steel | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| DTE Energy Company | Multi-Utilities | Elect Director Gary H. Torgow | For | Withhold | Board Quality|Business ethics, transparency, and accountability- Social escalation |
| Mettler-Toledo International Inc. | Life Sciences Tools & Services | Elect Director Thomas P. Salice | For | Against | Board Quality|Business ethics, transparency, and accountability- Social escalation |
| International Paper Company | Containers & Packaging | Elect Director Ilene S. Gordon | For | Against | Board Quality|Business ethics, transparency, and accountability- Social escalation |
| Loews Corporation | Insurance | Elect Director Paul J. Fribourg | For | Against | Board Quality |
| Pentair plc | Machinery | Elect Director Billie I. Williamson | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation|Business ethics, transparency, and accountability- Social risk escalation |
| Las Vegas Sands Corp. | Hotels, Restaurants & Leisure | Elect Director Lewis Kramer | For | Withhold | Board Quality- Diversity|Board Structure and Operation|Business ethics, transparency, and accountability- Governance risk escalation |
| Las Vegas Sands Corp. | Hotels, Restaurants & Leisure | Elect Director Charles D. Forman | For | Withhold | Board Quality |
| Las Vegas Sands Corp. | Hotels, Restaurants & Leisure | Elect Director Micheline Chau | For | Withhold | Board Quality- Diversity|Business ethics, transparency, and accountability|Business ethics, transparency, and accountability- Governance risk escalation |
| Las Vegas Sands Corp. | Hotels, Restaurants & Leisure | Elect Director Irwin Chafetz | For | Withhold | Board Quality |
| Align Technology, Inc. | Health Care Equipment & Supplies | Elect Director Joseph Lacob | For | Against | Board Quality|Business ethics, transparency, and accountability- Social escalation |
| Enphase Energy, Inc. | Semiconductors & Semiconductor Equipment | Elect Director Joseph Malchow | For | Withhold | Board Quality- Diversity |
| Howmet Aerospace Inc. | Aerospace & Defense | Elect Director Ulrich R. Schmidt | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Westinghouse Air Brake Technologies Corporation | Machinery | Elect Director Brian P. Hehir | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| IDEX Corporation | Machinery | Elect Director Lakecia N. Gunter | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| IDEX Corporation | Machinery | Elect Director Mark A. Buthman | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| News Corp | Media | Elect Director Jose Maria Aznar | For | Against | Business ethics, transparency, and accountability |
| Revvity, Inc. | Life Sciences Tools & Services | Elect Director Michel Vounatsos | For | Against | Business ethics, transparency, and accountability- Social risk escalation |
| RTX Corporation | Aerospace & Defense | Elect Director Robert O. Work | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Bunge Global SA | Food Products | Elect Director Carol Browner | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Marathon Oil Corporation | Oil, Gas & Consumable Fuels | Elect Director M. Elise Hyland | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Mohawk Industries, Inc. | Household Durables | Elect Director John M. Engquist | For | Against | Board Quality- Diversity|Board Quality |
| Mohawk Industries, Inc. | Household Durables | Elect Director Jerry W. Burris | For | Against | Board Quality- Diversity|Board Quality |
| Mohawk Industries, Inc. | Household Durables | Elect Director Bruce C. Bruckmann | For | Against | Board Quality- Diversity|Board Quality |
| SBA Communications Corporation | Specialized REITs | Elect Director George R. Krouse, Jr. | For | Against | Board Quality |
| VeriSign, Inc. | IT Services | Elect Director Kathleen A. Cote | For | Against | Board Quality |
| Meta Platforms, Inc. | Interactive Media & Services | Elect Director Mark Zuckerberg | For | Withhold | Business ethics, transparency, and accountability |
| Meta Platforms, Inc. | Interactive Media & Services | Elect Director Peggy Alford | For | Withhold | Business ethics, transparency, and accountability |
| EPAM Systems, Inc. | IT Services | Elect Director Robert E. Segert | For | Against | Business ethics, transparency, and accountability- Social risk escalation |
| Warner Bros. Discovery, Inc. | Entertainment | Elect Director Kenneth W. Lowe | For | Withhold | Business ethics, transparency, and accountability- Governance risk escalation |
| Warner Bros. Discovery, Inc. | Entertainment | Elect Director Paul A. Gould | For | Withhold | Business ethics, transparency, and accountability- Governance risk escalation |
| Warner Bros. Discovery, Inc. | Entertainment | Elect Director Richard W. Fisher | For | Withhold | Business ethics, transparency, and accountability- Governance risk escalation |
| Builders FirstSource, Inc. | Building Products | Elect Director Cleveland A. Christophe | For | Against | Board Quality- Diversity|Business ethics, transparency, and accountability- Envrionmental risk escalation |
| Fortive Corporation | Machinery | Elect Director Jeannine P. Sargent | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Paramount Global | Media | Elect Director Susan Schuman | For | Against | Board Structure and Operation|Business ethics, transparency, and accountability |
| Paramount Global | Media | Elect Director Shari E. Redstone | For | Against | Business ethics, transparency, and accountability- Governance risk escalation |
| Paramount Global | Media | Elect Director Judith A. McHale | For | Against | Business ethics, transparency, and accountability |
| Airbnb, Inc. | Hotels, Restaurants & Leisure | Elect Director Kenneth Chenault | For | Withhold | Business ethics, transparency, and accountability |
| Airbnb, Inc. | Hotels, Restaurants & Leisure | Elect Director Angela Ahrendts | For | Withhold | Board Quality |
| Allegion Plc | Building Products | Elect Director Kirk S. Hachigian | For | Against | Business ethics, transparency, and accountability- Environmental risk escalation |
| Gartner, Inc. | IT Services | Elect Director William O. Grabe | For | Against | Board Quality |
| The Mosaic Company | Chemicals | Elect Director Emery N. Koenig | For | Against | Business ethics, transparency, and accountability- Social risk escalation|Business ethics, transparency, and accountability- Envrionmental risk escalation |
| Alphabet Inc. | Interactive Media & Services | Elect Director Robin L. Washington | For | Against | Business ethics, transparency, and accountability |
| Alphabet Inc. | Interactive Media & Services | Elect Director John L. Hennessy | For | Against | Board Quality|Business ethics, transparency, and accountability |
| Arista Networks, Inc. | Communications Equipment | Elect Director Kelly Battles | For | Withhold | Business ethics, transparency, and accountability- Social risk escalation |
| Garmin Ltd. | Household Durables | Elect Director Jonathan C. Burrell | For | Against | Board Structure and Operation |
| Comcast Corporation | Media | Elect Director Kenneth J. Bacon | For | Withhold | Business ethics, transparency, and accountability |
| Caesars Entertainment, Inc. | Hotels, Restaurants & Leisure | Elect Director Frank J. Fahrenkopf | For | Against | Business ethics, transparency, and accountability- Social risk escalation |
| T-Mobile US, Inc. | Wireless Telecommunication Services | Elect Director Dominique Leroy | For | Withhold | Board Quality|Board Structure and Operation |
| T-Mobile US, Inc. | Wireless Telecommunication Services | Elect Director Thorsten Langheim | For | Withhold | Board Quality |
| T-Mobile US, Inc. | Wireless Telecommunication Services | Elect Director Raphael Kubler | For | Withhold | Board Quality|Board Structure and Operation |
| T-Mobile US, Inc. | Wireless Telecommunication Services | Elect Director Christian P. Illek | For | Withhold | Board Quality|Board Structure and Operation |
| T-Mobile US, Inc. | Wireless Telecommunication Services | Elect Director Timotheus Hottges | For | Withhold | Board Quality |
| T-Mobile US, Inc. | Wireless Telecommunication Services | Elect Director Srinivasan Gopalan | For | Withhold | Board Quality|Board Structure and Operation |
| W. R. Berkley Corporation | Insurance | Elect Director Jonathan Talisman | For | Against | Board Structure and Operation|Board Quality |
| W. R. Berkley Corporation | Insurance | Elect Director Mark L. Shapiro | For | Against | Board Structure and Operation|Board Quality |
| W. R. Berkley Corporation | Insurance | Elect Director Daniel L. Mosley | For | Against | Board Structure and Operation|Board Quality |
| W. R. Berkley Corporation | Insurance | Elect Director Christopher L. Augostini | For | Against | Board Structure and Operation|Board Quality |
| Generac Holdings Inc. | Electrical Equipment | Elect Director Robert D. Dixon | For | Against | Business ethics, transparency, and accountability- Social risk escalation|Business ethics, transparency, and accountability- Envrionmental risk escalation |
| Live Nation Entertainment, Inc. | Entertainment | Elect Director Latriece Watkins | For | Against | Business ethics, transparency, and accountability- Governance risk escalation |
| Live Nation Entertainment, Inc. | Entertainment | Elect Director Randall T. Mays | For | Against | Board Structure and Operation|Business ethics, transparency, and accountability- Social risk escalation|Business ethics, transparency, and accountability- Governance risk escalation |
| Live Nation Entertainment, Inc. | Entertainment | Elect Director Gregory B. Maffei | For | Against | Board Quality |
| Live Nation Entertainment, Inc. | Entertainment | Elect Director James Iovine | For | Against | Business ethics, transparency, and accountability- Governance risk escalation |
| Live Nation Entertainment, Inc. | Entertainment | Elect Director Chad Hollingsworth | For | Against | Business ethics, transparency, and accountability- Governance risk escalation|Business ethics, transparency, and accountability |
| Monolithic Power Systems, Inc. | Semiconductors & Semiconductor Equipment | Elect Director Eugen Elmiger | For | Withhold | Board Quality |
| Tesla, Inc. | Automobiles | Elect Director Kimbal Musk | For | Against | Business ethics, transparency, and accountability |
| Tesla, Inc. | Automobiles | Elect Director James Murdoch | For | Against | Business ethics, transparency, and accountability |
| Aon Plc | Insurance | Elect Director Lester B. Knight | For | Against | Board Quality |
| Expedia Group, Inc. | Hotels, Restaurants & Leisure | Elect Director Craig Jacobson | For | Withhold | Board Structure and Operation |
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1 Votes included from reporting period July 1, 2023 – June 30, 2024. This report reflects proxy voting for the College Retirement Equities Fund (“CREF”), TIAA-CREF Funds, TIAA-CREF Life Funds and TIAA Separate Account VA-1 (collectively “TIAA-CREF Fund Complex”), the General Account of Teachers Insurance and Annuity Association of America (“TIAA”), and Nuveen Asset Management (NAM), which comprises approximately 94% of Nuveen, LLC equity assets under management as of June 30, 2024. As a result of the One Nuveen proxy initiative, effective 10/1/2022, the TIAA-CREF Fund Complex and Nuveen Asset Management, LLC follow the same voting processes and policies.
