Shareholder proposal votes that fall into the governance category focus on those that address how a business conducts itself, the management oversight in place and its transparency and accountability to shareholders and other stakeholders.
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Vote rationales on shareholder proposals at S&P 500 companies: Governance
| COMPANY NAME | INDUSTRY | MEETING DATE |
PROPOSAL TEXT | NUVEEN SHAREHOLDER PROPOSAL CATEGORY | MANAGEMENT RECOMMENDATION | VOTE INSTRUCTION | ISSUE VOTING PRINCIPLE | VOTE RATIONALE |
| Mckesson Corporation | Health Care Providers & Services | 7/29/2020 | Shareholder Proposal Regarding Lobbying Report | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Mckesson Corporation | Health Care Providers & Services | 7/29/2020 | Shareholder Proposal Regarding Purpose of Corporation | Business ethics, transparency and accountability | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Mckesson Corporation | Health Care Providers & Services | 7/29/2020 | Shareholder Proposal Regarding Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Electronic Arts, Inc. | Entertainment | 8/6/2020 | Shareholder Proposal Regarding Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| NortonLifeLock Inc. | Software | 9/8/2020 | Report on Political Contributions and Expenditures | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| NetApp, Inc. | Technology Hardware, Storage & Peripherals | 9/10/2020 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| NIKE, Inc. | Textiles, Apparel & Luxury Goods | 9/17/2020 | Report on Political Contributions Disclosure | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
|
FedEx Corporation |
Air Freight & Logistics | 9/21/2020 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
|
FedEx Corporation |
Air Freight & Logistics | 9/21/2020 | Report on Employee Representation on the Board of Directors | Board Quality | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
|
FedEx Corporation |
Air Freight & Logistics | 9/21/2020 | Report on Integrating ESG Metrics Into Executive Compensation Program | Executive Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
|
FedEx Corporation |
Air Freight & Logistics | 9/21/2020 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
|
FedEx Corporation |
Air Freight & Logistics | 9/21/2020 | Report on Political Contributions Disclosure | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Tesla, Inc. | Automobiles | 9/22/2020 | Adopt Simple Majority Vote | Shareholder Rights | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Tesla, Inc. | Automobiles | 9/22/2020 | Report on Paid Advertising | Business ethics, transparency and accountability | Against | Against | We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. | Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
|
Cintas Corporation |
Commercial Services & Supplies | 10/27/2020 | Report on Political Contributions Disclosure | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Cardinal Health, Inc. | Health Care Providers & Services | 11/4/2020 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Cardinal Health, Inc. | Health Care Providers & Services | 11/4/2020 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Oracle Corporation | Software | 11/4/2020 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| KLA Corporation | Semiconductors & Semiconductor Equipment | 11/4/2020 | Adopt Proxy Access Right | Shareholder Rights | Against | For | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Automatic Data Processing, Inc. | IT Services | 11/11/2020 | Report on Non-Management Employee Representation on the Board of Directors | Board Quality | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| News Corporation | Media | 11/18/2020 | Adopt Simple Majority Vote | Shareholder Rights | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Broadridge Financial Solutions, Inc. | IT Services | 11/19/2020 | Report on Political Contributions Disclosure | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Microsoft Corporation | Software | 12/2/2020 | Report on Employee Representation on the Board of Directors | Board Quality | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Cisco Systems, Inc. | Communications Equipment | 12/10/2020 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Visa Inc. | IT Services | 1/26/2021 | Amend Principles of Executive Compensation Program | Executive Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted as the proposal is not an effective means to address the underlying issue or achieve the intended outcome. |
| Visa Inc. | IT Services | 1/26/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Becton, Dickinson and Company | Health Care Equipment & Supplies | 1/26/2021 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Walgreens Boots Alliance, Inc. | Food & Staples Retailing | 1/28/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Tyson Foods, Inc. | Food Products | 2/11/2021 | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Shareholder Rights | Against | For | We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Tyson Foods, Inc. | Food Products | 2/11/2021 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Apple Inc. | Technology Hardware, Storage & Peripherals | 2/23/2021 | Improve Principles of Executive Compensation Program | Executive Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Apple Inc. | Technology Hardware, Storage & Peripherals | 2/23/2021 | Proxy Access Amendments | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Walt Disney Company | Entertainment | 3/9/2021 | Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates | Board Quality | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| The Walt Disney Company | Entertainment | 3/9/2021 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Applied Materials, Inc. | Semiconductors & Semiconductor Equipment | 3/11/2021 | Improve Executive Compensation Program and Policy | Executive Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Applied Materials, Inc. | Semiconductors & Semiconductor Equipment | 3/11/2021 | Require Independent Board Chairman | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| AmerisourceBergen Corporation | Health Care Providers & Services | 3/11/2021 | Require Independent Board Chairman | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Starbucks Corporation | Hotels, Restaurants & Leisure | 3/17/2021 | Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates | Board Quality | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Lennar Corporation | Household Durables | 4/7/2021 | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Shareholder Rights | Against | For | We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Synopsys, Inc. | Software | 4/8/2021 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Bank of New York Mellon Corporation | Capital Markets | 4/13/2021 | Reduce Ownership Threshold for Shareholders to Request Action by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| HP Inc. | Technology Hardware, Storage & Peripherals | 4/13/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Dow Inc. | Chemicals | 4/15/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| PPG Industries, Inc. | Chemicals | 4/15/2021 | Require Independent Board Chair | Board Structure & Operation | Against | For |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Boeing Company | Aerospace & Defense | 4/20/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Boeing Company | Aerospace & Defense | 4/20/2021 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| Bank of America Corporation | Banks | 4/20/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Bank of America Corporation | Banks | 4/20/2021 | Approve Change in Organizational Form | Business ethics, transparency and accountability | Against | Against | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Bank of America Corporation | Banks | 4/20/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Lockheed Martin Corporation | Aerospace & Defense | 4/22/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Texas Instruments Incorporated | Semiconductors & Semiconductor Equipment | 4/22/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Edison International | Electric Utilities | 4/22/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Pfizer Inc. | Pharmaceuticals | 4/22/2021 | Report on Political Contributions and Expenditures | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Pfizer Inc. | Pharmaceuticals | 4/22/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| The AES Corporation | Independent Power & Renewable Electricity Producers | 4/22/2021 | Require Shareholder Approval of Bylaw and Charter Amendments Adopted by the Board of Directors | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Johnson & Johnson | Pharmaceuticals | 4/22/2021 | Adopt Policy on Bonus Banking | Executive Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Johnson & Johnson | Pharmaceuticals | 4/22/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Abbott Laboratories | Health Care Equipment & Supplies | 4/23/2021 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Abbott Laboratories | Health Care Equipment & Supplies | 4/23/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Raytheon Technologies Corporation | Aerospace & Defense | 4/26/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Citigroup Inc. | Banks | 4/27/2021 | Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates | Board Quality | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Citigroup Inc. | Banks | 4/27/2021 | Amend Certificate of Incorporation to Become a Public Benefit Corporation | Business ethics, transparency and accountability | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Citigroup Inc. | Banks | 4/27/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Citigroup Inc. | Banks | 4/27/2021 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Citigroup Inc. | Banks | 4/27/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Wells Fargo & Company | Banks | 4/27/2021 | Amend Certificate of Incorporation to Become a Delaware Public Benefit Corporation | Business ethics, transparency and accountability | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Wells Fargo & Company | Banks | 4/27/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Centene Corporation | Health Care Providers & Services | 4/27/2021 | Declassify the Board of Directors | Board Structure & Operation | For | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We generally support shareholder resolutions asking that each member of the board of a publicly traded operating company stand for re-election annually. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| International Business Machines Corporation | IT Services | 4/27/2021 | Lower Ownership Threshold for Action by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| International Business Machines Corporation | IT Services | 4/27/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| PACCAR Inc | Machinery | 4/27/2021 | Adopt Simple Majority Vote | Shareholder Rights | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Charter Communications, Inc. | Media | 4/27/2021 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
| Charter Communications, Inc. | Media | 4/27/2021 | Require Independent Board Chair | Board Structure & Operation | Against | For |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Cigna Corporation | Health Care Providers & Services | 4/28/2021 | Disclose Board Matrix Including Ideological Perspectives | Business ethics, transparency and accountability | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Cigna Corporation | Health Care Providers & Services | 4/28/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| BorgWarner Inc. | Auto Components | 4/28/2021 | Reduce Ownership Threshold for Shareholders to Request Action by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Marathon Petroleum Corporation | Oil, Gas & Consumable Fuels | 4/28/2021 | Limit Accelerated Vesting of Equity Awards Upon a Change in Control | Executive Compensation | Against | For | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Textron Inc. | Aerospace & Defense | 4/28/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| DuPont de Nemours, Inc. | Chemicals | 4/28/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| HCA Healthcare, Inc. | Health Care Providers & Services | 4/28/2021 | Assess Feasibility of Increasing the Impact of the Company's Performance on Quality Metrics for Senior Executive Compensation | Executive Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| HCA Healthcare, Inc. | Health Care Providers & Services | 4/28/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| The Goldman Sachs Group, Inc. | Capital Markets | 4/29/2021 | Amend Certificate of Incorporation to Become a Public Benefit Corporation | Business ethics, transparency and accountability | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
| The Goldman Sachs Group, Inc. | Capital Markets | 4/29/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Goldman Sachs Group, Inc. | Capital Markets | 4/29/2021 | Report on the Impacts of Using Mandatory Arbitration | Business ethics, transparency and accountability | Against | Against | We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Kimberly-Clark Corporation | Household Products | 4/29/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Global Payments Inc. | IT Services | 4/29/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| AT&T Inc. | Diversified Telecommunication Services | 4/30/2021 | Lower Ownership Threshold for Action by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Teleflex Incorporated | Health Care Equipment & Supplies | 4/30/2021 | Declassify the Board of Directors | Board Structure & Operation | None | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We generally support shareholder resolutions asking that each member of the board of a publicly traded operating company stand for re-election annually. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Kellogg Company | Food Products | 4/30/2021 | Provide Right to Call A Special Meeting | Shareholder Rights | None | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Eli Lilly and Company | Pharmaceuticals | 5/3/2021 | Adopt Policy on Bonus Banking | Executive Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Eli Lilly and Company | Pharmaceuticals | 5/3/2021 | Clawback Disclosure of Recoupment Activity from Senior Officers | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We believe that robust corporate governance practices ensure board and management accountability and sustain a culture of integrity. Compensation plans should generally establish policies to recoup, or claw back, variable compensation paid to senior executives for fraudulent activities, defective financial reporting, and creating undue reputational risk. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Eli Lilly and Company | Pharmaceuticals | 5/3/2021 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Eli Lilly and Company | Pharmaceuticals | 5/3/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| American Express Company | Consumer Finance | 5/4/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Baxter International Inc. | Health Care Equipment & Supplies | 5/4/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Baxter International Inc. | Health Care Equipment & Supplies | 5/4/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| CF Industries Holdings, Inc. | Chemicals | 5/4/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Edwards Lifesciences Corporation | Health Care Equipment & Supplies | 5/4/2021 | Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates | Board Quality | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Edwards Lifesciences Corporation | Health Care Equipment & Supplies | 5/4/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| General Electric Company | Industrial Conglomerates | 5/4/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| General Electric Company | Industrial Conglomerates | 5/4/2021 | Require More Director Nominations Than Open Seats | Board Structure & Operation | Against | Against | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Omnicom Group Inc. | Media | 5/4/2021 | Report on Political Contributions and Expenditures | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Bristol-Myers Squibb Company | Pharmaceuticals | 5/4/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Bristol-Myers Squibb Company | Pharmaceuticals | 5/4/2021 | Reduce Ownership Threshold for Special Shareholder Meetings to 10% | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Bristol-Myers Squibb Company | Pharmaceuticals | 5/4/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| General Dynamics Corporation | Aerospace & Defense | 5/5/2021 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| PepsiCo, Inc. | Beverages | 5/5/2021 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Newell Brands Inc. | Household Durables | 5/5/2021 | Reduce Ownership Threshold for Shareholders to Request Action by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Dominion Energy, Inc. | Multi-Utilities | 5/5/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Dominion Energy, Inc. | Multi-Utilities | 5/5/2021 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the current state of disclosure on the issue is sufficient to evaluate performance and support integration into the investment process. |
| Dominion Energy, Inc. | Multi-Utilities | 5/5/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| S&P Global Inc. | Capital Markets | 5/5/2021 | Amend Certificate of Incorporation to Become a Public Benefit Corporation | Business ethics, transparency and accountability | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Stryker Corporation | Health Care Equipment & Supplies | 5/5/2021 | Provide Right to Call A Special Meeting | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Stryker Corporation | Health Care Equipment & Supplies | 5/5/2021 | Report on Workforce Involvement in Corporate Governance | Board Quality | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Danaher Corporation | Health Care Equipment & Supplies | 5/5/2021 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Boston Scientific Corporation | Health Care Equipment & Supplies | 5/6/2021 | Report on Non-Management Employee Representation on the Board of Directors | Board Quality | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Archer-Daniels-Midland Company | Food Products | 5/6/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| United Rentals, Inc. | Trading Companies & Distributors | 5/6/2021 | Reduce Ownership Threshold for Shareholders to Request Action by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Ecolab Inc. | Chemicals | 5/6/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Tractor Supply Company | Specialty Retail | 5/6/2021 | Amend Certificate of Incorporation to Become a Public Benefit Corporation | Business ethics, transparency and accountability | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Eastman Chemical Company | Chemicals | 5/6/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Duke Energy Corporation | Electric Utilities | 5/6/2021 | Report on Political Contributions and Expenditures | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Duke Energy Corporation | Electric Utilities | 5/6/2021 | Require Independent Board Chair | Board Structure & Operation | Against | For |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is warranted based on factors related to material stakeholder risks that have not been addressed fully. |
| Cadence Design Systems, Inc. | Software | 5/6/2021 | Reduce Ownership Threshold for Shareholders to Request Action by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| AbbVie Inc. | Biotechnology | 5/7/2021 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| AbbVie Inc. | Biotechnology | 5/7/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Dover Corporation | Machinery | 5/7/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Colgate-Palmolive Company | Household Products | 5/7/2021 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Colgate-Palmolive Company | Household Products | 5/7/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| CMS Energy Corporation | Multi-Utilities | 5/7/2021 | Report on Costs and Benefits of Environmental Related Expenditures | Business ethics, transparency and accountability | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Illinois Tool Works Inc. | Machinery | 5/7/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| International Paper Company | Containers & Packaging | 5/10/2021 | Reduce Ownership Threshold for Shareholders to Request Action by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| 3M Company | Industrial Conglomerates | 5/11/2021 | Amend Certificate of Incorporation to Become a Public Benefit Corporation | Business ethics, transparency and accountability | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| 3M Company | Industrial Conglomerates | 5/11/2021 | Consider Pay Disparity Between Executives and Other Employees | Executive Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
| ConocoPhillips | Oil, Gas & Consumable Fuels | 5/11/2021 | Adopt Simple Majority Vote | Shareholder Rights | For | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Loews Corporation | Insurance | 5/11/2021 | Report on Political Contributions | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Cummins Inc. | Machinery | 5/11/2021 | Abolish Professional Services Allowance | Executive Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Prudential Financial, Inc. | Insurance | 5/11/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| HollyFrontier Corporation | Oil, Gas & Consumable Fuels | 5/12/2021 | Adopt Simple Majority Vote | Shareholder Rights | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Laboratory Corporation of America Holdings | Health Care Providers & Services | 5/12/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Gilead Sciences, Inc. | Biotechnology | 5/12/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| American International Group, Inc. | Insurance | 5/12/2021 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Xylem Inc. | Machinery | 5/12/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Skyworks Solutions, Inc. | Semiconductors & Semiconductor Equipment | 5/12/2021 | Adopt Simple Majority Vote | Shareholder Rights | None | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| United Parcel Service, Inc. | Air Freight & Logistics | 5/13/2021 | Amend Certificate of Incorporation to Become a Public Benefit Corporation | Business ethics, transparency and accountability | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| United Parcel Service, Inc. | Air Freight & Logistics | 5/13/2021 | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Shareholder Rights | Against | For | We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| United Parcel Service, Inc. | Air Freight & Logistics | 5/13/2021 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| CVS Health Corporation | Health Care Providers & Services | 5/13/2021 | Reduce Ownership Threshold for Shareholders to Request Action by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| CVS Health Corporation | Health Care Providers & Services | 5/13/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Ford Motor Company | Automobiles | 5/13/2021 | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Shareholder Rights | Against | For | We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Norfolk Southern Corporation | Road & Rail | 5/13/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Intel Corporation | Semiconductors & Semiconductor Equipment | 5/13/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| O'Reilly Automotive, Inc. | Specialty Retail | 5/13/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Verizon Communications Inc. | Diversified Telecommunication Services | 5/13/2021 | Amend Senior Executive Compensation Clawback Policy | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We believe that robust corporate governance practices ensure board and management accountability and sustain a culture of integrity. Compensation plans should generally establish policies to recoup, or claw back, variable compensation paid to senior executives for fraudulent activities, defective financial reporting, and creating undue reputational risk. | Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal. |
| Verizon Communications Inc. | Diversified Telecommunication Services | 5/13/2021 | Lower Ownership Threshold for Action by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Verizon Communications Inc. | Diversified Telecommunication Services | 5/13/2021 | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Executive Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| The Charles Schwab Corporation | Capital Markets | 5/13/2021 | Declassify the Board of Directors | Board Structure & Operation | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We generally support shareholder resolutions asking that each member of the board of a publicly traded operating company stand for re-election annually. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Charles Schwab Corporation | Capital Markets | 5/13/2021 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
| The Western Union Company | IT Services | 5/14/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Intercontinental Exchange, Inc. | Capital Markets | 5/14/2021 | Adopt Simple Majority Vote | Shareholder Rights | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Sempra Energy | Multi-Utilities | 5/14/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| ANSYS, Inc. | Software | 5/14/2021 | Adopt Simple Majority Vote | Shareholder Rights | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Chipotle Mexican Grill, Inc. | Hotels, Restaurants & Leisure | 5/18/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| JPMorgan Chase & Co. | Banks | 5/18/2021 | Reduce Ownership Threshold for Shareholders to Request Action by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| JPMorgan Chase & Co. | Banks | 5/18/2021 | Report on Congruency Political Analysis and Electioneering Expenditures | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| JPMorgan Chase & Co. | Banks | 5/18/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Northrop Grumman Corporation | Aerospace & Defense | 5/19/2021 | Reduce Ownership Threshold for Shareholders to Request Action by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Mondelez International, Inc. | Food Products | 5/19/2021 | Consider Pay Disparity Between Executives and Other Employees | Executive Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Vertex Pharmaceuticals Incorporated | Biotechnology | 5/19/2021 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Vertex Pharmaceuticals Incorporated | Biotechnology | 5/19/2021 | Report on Political Contributions and Expenditures | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Southwest Airlines Co. | Airlines | 5/19/2021 | Adopt Majority Vote Cast to Remove Directors With or Without Cause | Board Structure & Operation | Against | For | Investors rely primarily on a corporation’s board of directors to fulfill a fiduciary duty to protect their assets and ensure they receive an appropriate return on investment. We believe boards are responsible for setting the ethical tone and culture for the company, assuring the corporation’s financial integrity, developing compensation and succession planning policies, and ensuring management accountability. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Southwest Airlines Co. | Airlines | 5/19/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Cerner Corporation | Health Care Technology | 5/19/2021 | Eliminate Supermajority Vote Requirement | Shareholder Rights | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| CBRE Group, Inc. | Real Estate Management & Development | 5/19/2021 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Xcel Energy Inc. | Electric Utilities | 5/19/2021 | Report on Costs and Benefits of Climate-Related Activities | Business ethics, transparency and accountability | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
| Amphenol Corporation | Electronic Equipment, Instruments & Components | 5/19/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Thermo Fisher Scientific Inc. | Life Sciences Tools & Services | 5/19/2021 | Provide Right to Call A Special Meeting | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| NextEra Energy, Inc. | Electric Utilities | 5/20/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| DTE Energy Company | Multi-Utilities | 5/20/2021 | Report on Costs and Benefits of Environmental Related Expenditures | Business ethics, transparency and accountability | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| DTE Energy Company | Multi-Utilities | 5/20/2021 | Report on Political Contributions | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted based on the materiality of the thematic issue addressed and the need for the company to be more accountable in furthering the outcome as stated [or intended] in the proposal. |
| Alliant Energy Corporation | Electric Utilities | 5/20/2021 | Report on Costs and Benefits of Environmental Related Expenditures | Business ethics, transparency and accountability | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on factors related to material stakeholder risks that have been addressed sufficiently. |
| Zoetis Inc. | Pharmaceuticals | 5/20/2021 | Adopt Simple Majority Vote | Shareholder Rights | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Home Depot, Inc. | Specialty Retail | 5/20/2021 | Amend Shareholder Written Consent Provisions | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Home Depot, Inc. | Specialty Retail | 5/20/2021 | Report on Political Contributions Congruency Analysis | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Xerox Holdings Corporation | Technology Hardware, Storage & Peripherals | 5/20/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Altria Group, Inc. | Tobacco | 5/20/2021 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| McDonald's Corporation | Hotels, Restaurants & Leisure | 5/20/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Mosaic Company | Chemicals | 5/20/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| L Brands, Inc. | Specialty Retail | 5/20/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Republic Services, Inc. | Commercial Services & Supplies | 5/21/2021 | Report on Integrating ESG Metrics Into Executive Compensation Program | Executive Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Quest Diagnostics Incorporated | Health Care Providers & Services | 5/21/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Honeywell International Inc. | Industrial Conglomerates | 5/21/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Howmet Aerospace Inc. | Aerospace & Defense | 5/25/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Merck & Co., Inc. | Pharmaceuticals | 5/25/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| ViacomCBS Inc. | Media | 5/25/2021 | Adopt Proxy Access Right | Shareholder Rights | Against | For | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| NiSource Inc. | Multi-Utilities | 5/25/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Allstate Corporation | Insurance | 5/25/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| BlackRock, Inc. | Capital Markets | 5/26/2021 | Amend Certificate of Incorporation to Become a Public Benefit Corporation | Business ethics, transparency and accountability | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| PayPal Holdings, Inc. | IT Services | 5/26/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Chevron Corporation | Oil, Gas & Consumable Fuels | 5/26/2021 | Amend Certificate of Incorporation to Become a Public Benefit Corporation | Business ethics, transparency and accountability | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
| Chevron Corporation | Oil, Gas & Consumable Fuels | 5/26/2021 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Chevron Corporation | Oil, Gas & Consumable Fuels | 5/26/2021 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
| Chevron Corporation | Oil, Gas & Consumable Fuels | 5/26/2021 | Require Independent Board Chair | Board Structure & Operation | Against | For |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is warranted based on the materiality of the outcome as it relates to the risks and opportunities that will drive long-term value for the company and industry. |
| Advance Auto Parts, Inc. | Specialty Retail | 5/26/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| United Airlines Holdings, Inc. | Airlines | 5/26/2021 | Report on Political Contributions and Expenditures | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | 5/26/2021 | Adopt a Policy to Include Hourly Employees as Director Candidates | Board Quality | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | 5/26/2021 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | 5/26/2021 | Report on Board Oversight of Risks Related to Anti-Competitive Practices | Business ethics, transparency and accountability | Against | Against | We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | 5/26/2021 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted on the basis that the company’s current disclosures provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Amazon.com, Inc. | Internet & Direct Marketing Retail | 5/26/2021 | Require Independent Board Chair | Board Structure & Operation | Against | Against |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Dollar General Corporation | Multiline Retail | 5/26/2021 | Provide Right to Call A Special Meeting of the total of 10% of Outstanding Common Stock | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | 5/26/2021 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder Rights | None | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | 5/26/2021 | Report on Costs and Benefits of Environmental-Related Expenditures | Business ethics, transparency and accountability | None | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance, and, in turn, shareholders have a duty to exercise their rights responsibly. We may consider not supporting shareholder resolutions that appear to promote a political agenda that is contrary to the mission or values of TIAA or the long-term health of the corporation. | Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
| Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | 5/26/2021 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | None | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | 5/26/2021 | Report on Political Contributions | Business ethics, transparency and accountability | None | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
| Exxon Mobil Corporation | Oil, Gas & Consumable Fuels | 5/26/2021 | Require Independent Board Chair | Board Structure & Operation | None | For |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Equinix, Inc. | Equity Real Estate Investment Trusts (REITs) | 5/26/2021 | Reduce Ownership Threshold for Shareholders to Request Action by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Facebook, Inc. | Interactive Media & Services | 5/26/2021 | Amend Certificate of Incorporation to Become a Public Benefit Corporation | Business ethics, transparency and accountability | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Facebook, Inc. | Interactive Media & Services | 5/26/2021 | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Shareholder Rights | Against | For | We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Facebook, Inc. | Interactive Media & Services | 5/26/2021 | Require Independent Board Chair | Board Structure & Operation | Against | For |
We believe that an independent board chair or the appointment of a lead independent director can provide the structural foundation for independent oversight. When the CEO and chair roles are combined, a company should disclose how the lead independent director’s role is structured to provide an appropriate counterbalance to the CEO/chair. We will consider supporting shareholder resolutions asking that the roles of chairman and CEO be separated when we believe the company’s board structure and operation has insufficient features of independent board leadership, such as the lack of a lead independent director. In addition, we may also support resolutions on a case-by-case basis where we believe, in practice, that there is not a bona-fide lead independent director acting with robust responsibilities or the company’s ESG practices or business performance suggest a material deficiency in independent influence into the company’s strategy and oversight. |
Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Facebook, Inc. | Interactive Media & Services | 5/26/2021 | Require Independent Director Nominee with Human and/or Civil Rights Experience | Board Quality | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| American Tower Corporation | Equity Real Estate Investment Trusts (REITs) | 5/26/2021 | Establish a Board Committee on Human Rights | Board Quality | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| American Tower Corporation | Equity Real Estate Investment Trusts (REITs) | 5/26/2021 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The Interpublic Group of Companies, Inc. | Media | 5/27/2021 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| VeriSign, Inc. | IT Services | 5/27/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Lowe's Companies, Inc. | Specialty Retail | 5/28/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Cognizant Technology Solutions Corporation | IT Services | 6/1/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Biogen Inc. | Biotechnology | 6/2/2021 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Royal Caribbean Cruises Ltd. | Hotels, Restaurants & Leisure | 6/2/2021 | Report on Political Contributions Disclosure | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Alphabet Inc. | Interactive Media & Services | 6/2/2021 | Amend Certificate of Incorporation to Become a Public Benefit Corporation | Business ethics, transparency and accountability | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Alphabet Inc. | Interactive Media & Services | 6/2/2021 | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Shareholder Rights | Against | For | We believe that shareholders should have the right to vote in proportion to their economic stake in the company. The board should not create multiple classes of common stock with disparate or “super” voting rights, nor should it give itself the discretion to cap voting rights that reduce the proportional representation of larger shareholdings. Companies that do not have a one-share one-vote structure should periodically assess the efficacy of such a structure and provide shareholders with a rationale for maintaining such a structure. We will generally support shareholder resolutions asking for the elimination of dual classes of common stock or other forms of equity with unequal voting rights or special privileges. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Alphabet Inc. | Interactive Media & Services | 6/2/2021 | Assess Feasibility of Including Sustainability as a Performance Measure for Senior Executive Compensation | Executive Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Alphabet Inc. | Interactive Media & Services | 6/2/2021 | Report on Charitable Contributions | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s charitable contributions and other philanthropic activities. | Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
| Alphabet Inc. | Interactive Media & Services | 6/2/2021 | Report on Risks Related to Anticompetitive Practices | Business ethics, transparency and accountability | Against | Against | We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| Alphabet Inc. | Interactive Media & Services | 6/2/2021 | Report on Takedown Requests | Business ethics, transparency and accountability | Against | Against | We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. | Support for the proposal is not warranted based on the company demonstrating sufficient accountability in addressing the intended outcome associated with the thematic issue. |
| Alphabet Inc. | Interactive Media & Services | 6/2/2021 | Require Independent Director Nominee with Human and/or Civil Rights Experience | Board Quality | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Walmart Inc. | Food & Staples Retailing | 6/2/2021 | Approve Creation of a Pandemic Workforce Advisory Council | Board Quality | Against | Against | We generally support shareholder resolutions seeking reasonable disclosure of the environmental or social impact of a company’s policies, operations or products. We believe that a company’s management and directors should determine the strategic impact of environmental and social issues and disclose how they are dealing with these issues to mitigate risk. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Walmart Inc. | Food & Staples Retailing | 6/2/2021 | Report on Lobbying Payments and Policy | Business ethics, transparency and accountability | Against | Against | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will evaluate on a case-by-case basis shareholder resolutions seeking disclosure of a company’s lobbying expenditures. | Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
| Walmart Inc. | Food & Staples Retailing | 6/2/2021 | Review of Statement on the Purpose of a Corporation | Business ethics, transparency and accountability | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Lincoln National Corporation | Insurance | 6/3/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Lincoln National Corporation | Insurance | 6/3/2021 | Amend Special Meeting Right Provisions | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Booking Holdings Inc. | Hotels, Restaurants & Leisure | 6/3/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted based on company-specific factors related to outcomes associated with past and future commitments by the company. |
| Netflix, Inc. | Entertainment | 6/3/2021 | Adopt Simple Majority Vote | Shareholder Rights | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Netflix, Inc. | Entertainment | 6/3/2021 | Improve the Executive Compensation Philosophy | Executive Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Netflix, Inc. | Entertainment | 6/3/2021 | Report on Political Contributions | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| Citrix Systems, Inc. | Software | 6/4/2021 | Adopt Simple Majority Vote | Shareholder Rights | None | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| UnitedHealth Group Incorporated | Health Care Providers & Services | 6/7/2021 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the right to call a special meeting. However, we believe a 25% ownership level is reasonable and generally would not be supportive of proposals to lower the threshold if it is already at that level. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| The TJX Companies, Inc. | Specialty Retail | 6/8/2021 | Report on Pay Disparity | Executive Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| Fortive Corporation | Machinery | 6/8/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Caterpillar Inc. | Machinery | 6/9/2021 | Amend Certificate of Incorporate to become Public Benefit Corporation | Business ethics, transparency and accountability | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted based on how the intended outcome will change the risks and opportunities for the company and industry in creating long-term value. |
| Caterpillar Inc. | Machinery | 6/9/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| American Airlines Group Inc. | Airlines | 6/9/2021 | Adopt Simple Majority Vote | Shareholder Rights | Against | For | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will generally support shareholder resolutions asking for the elimination of supermajority vote requirements. | Support for the proposal is warranted on the basis that the company's current governance practices are not aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Target Corporation | Multiline Retail | 6/9/2021 | Amend Proxy Access Right | Shareholder Rights | Against | Against | We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. Shareholders should have the right to place their director nominees on the company’s proxy and ballot in accordance with applicable law, or, absent such law, if reasonable conditions are met. The board should not take actions designed to prevent the full execution of this right. We will consider on a case-by-case basis shareholder proposals asking that the company implement a form of proxy access. In making our voting decision, we will consider several factors, including, but not limited to: current performance of the company, minimum filing thresholds, holding periods, number of director nominees that can be elected, existing governance issues and board/management responsiveness to material shareholder concerns. Generally, we support the adoption of market-standard practices including the 3% ownership threshold, 3 year continuous ownership period, nomination of up to 20% of directors, and shareholder aggregation of at least 20 shareholders to form a "group" for purposes of the ownership and duration requirements. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Expedia Group, Inc. | Hotels, Restaurants & Leisure | 6/9/2021 | Report on Political Contributions and Expenditures | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| DaVita Inc. | Health Care Providers & Services | 6/10/2021 | Report on Political Contributions | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted on the basis that the company’s current disclosures do not provide sufficient transparency to evaluate fully the risks and opportunities associated with the underlying issue. |
| FLEETCOR Technologies, Inc. | IT Services | 6/10/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| salesforce.com, inc. | Software | 6/10/2021 | Amend Certificate of Incorporation to Become a Public Benefit Corporation | Business ethics, transparency and accountability | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. | Support for the proposal is not warranted based on company-specific materiality and factors related to the strategy and oversight of the underlying issue. |
| General Motors Company | Automobiles | 6/14/2021 | Link Executive Pay to Social Criteria | Executive Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| General Motors Company | Automobiles | 6/14/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| eBay Inc. | Internet & Direct Marketing Retail | 6/15/2021 | Improve Principles of Executive Compensation Program | Executive Compensation | Against | Against | Executive compensation should be used as a tool to drive and reward long-term sustainable value creation while also attracting and retaining top talent. We expect boards of directors, who are in the best position to take all of the relevant factors into consideration, to establish executive compensation programs that appropriately incentivize executive management. We are mindful that each company’s situation is unique, and encourage boards to craft compensation programs that are appropriately tailored to the company’s business strategy. We will consider on a case-by-case basis shareholder resolutions related to specific compensation practices. Generally, we believe specific practices are the purview of the board. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| eBay Inc. | Internet & Direct Marketing Retail | 6/15/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Nasdaq, Inc. | Capital Markets | 6/15/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Best Buy Co., Inc. | Specialty Retail | 6/16/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Delta Air Lines, Inc. | Airlines | 6/17/2021 | Provide Right to Act by Written Consent | Shareholder Rights | Against | Against | Shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board and well-functioning markets. We believe that robust shareholder rights are the foundation of a company’s overall approach to corporate governance. We will consider on a case-by-case basis shareholder resolutions requesting the right to act by written consent. Generally, we do not support the right to act by written consent if the company already provides the shareholder right to address material issue via a vote, such as the reasonable opportunity to call a special meeting. | Support for the proposal is not warranted on the basis that the company's current governance practices are aligned sufficiently with the market standards that ensure accountability and serve as the foundation for corporate governance. |
| Twitter, Inc. | Interactive Media & Services | 6/24/2021 | Require Independent Director Nominee with Human and/or Civil Rights Experience | Board Quality | Against | Against | We believe boards should be composed of individuals who can contribute expertise and judgment, based on their professional qualifications and business experience. Companies should provide disclosure concerning how the board’s collective expertise aligns with the company’s strategic direction and effective oversight of management. Board composition should be reviewed annually to ensure alignment with a company’s strategy. We generally vote against shareholder resolutions asking the company to establish specific board committees or include specific nominee qualifications unless we believe specific circumstances dictate otherwise. | Support for the proposal is not warranted as the proposal is not an effective or practical means to address the underlying issue or achieve the intended outcome. |
| CarMax, Inc. | Specialty Retail | 6/29/2021 | Report on Political Contributions and Expenditures | Business ethics, transparency and accountability | Against | For | Corporate governance practices that promote accountability and transparency create a framework to ensure companies operate in an ethical manner. Ethical business practices can mitigate against fraud, breaches of integrity, and abuses of authority, and can reduce a company’s overall risk profile. We will generally support reasonable shareholder resolutions seeking disclosure or reports relating to a company’s direct political contributions, including board oversight procedures. | Support for the proposal is warranted on the basis that more robust disclosures are required on the issue to improve market-wide transparency and support integration into the investment process. |
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