Bed Bath & Beyond Inc. - NMERB 2016 Proxy Voting Report.pdf · Ticker: BBBY Proposal Text Proponent...
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Vote Summary Report Date range covered: 07/01/2016 to 09/30/2016 Location(s): All Locations Institution Account(s): All Institution Accounts Bed Bath & Beyond Inc. Meeting Date: 07/01/2016 Record Date: 05/06/2016 Country: USA Meeting Type: Annual Primary Security ID: 075896100 Ticker: BBBY Proponent Proposal Text Mgmt Rec Voting Policy Rec Vote Instruction Mgmt For For For Elect Director Warren Eisenberg Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted. Mgmt For For For Elect Director Leonard Feinstein Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted. Mgmt For For For Elect Director Steven H. Temares Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted. Mgmt Against Refer For Elect Director Dean S. Adler Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted. Mgmt Against Refer For Elect Director Stanley F. Barshay Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted. Mgmt For For For Elect Director Geraldine T. Elliott Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted. Mgmt For For For Elect Director Klaus Eppler Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted. Mgmt For For For Elect Director Patrick R. Gaston Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted. Mgmt For For For Elect Director Jordan Heller Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted. Mgmt Against Refer For Elect Director Victoria A. Morrison Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted. Mgmt For For For Ratify KPMG LLP as Auditors Voter Rationale: A vote FOR this proposal to ratify the auditor is warranted.
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Transcript of Bed Bath & Beyond Inc. - NMERB 2016 Proxy Voting Report.pdf · Ticker: BBBY Proposal Text Proponent...
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Bed Bath & Beyond Inc.
Meeting Date: 07/01/2016
Record Date: 05/06/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 075896100
Ticker: BBBY
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForElect Director Warren Eisenberg
Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted.
Mgmt ForForForElect Director Leonard Feinstein
Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted.
Mgmt ForForForElect Director Steven H. Temares
Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted.
Mgmt AgainstReferForElect Director Dean S. Adler
Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted.
Mgmt AgainstReferForElect Director Stanley F. Barshay
Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted.
Mgmt ForForForElect Director Geraldine T. Elliott
Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted.
Mgmt ForForForElect Director Klaus Eppler
Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted.
Mgmt ForForForElect Director Patrick R. Gaston
Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted.
Mgmt ForForForElect Director Jordan Heller
Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted.
Mgmt AgainstReferForElect Director Victoria A. Morrison
Voter Rationale: A vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison is warranted given mixed responsiveness following the failed 2015 say-on-pay vote. A vote FOR all other nominees is warranted.
Mgmt ForForForRatify KPMG LLP as Auditors
Voter Rationale: A vote FOR this proposal to ratify the auditor is warranted.
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Bed Bath & Beyond Inc.
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt AgainstAgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation
Voter Rationale: A vote AGAINST this proposal is warranted. The compensation committee responded to the failed say-on-pay vote in 2015 by engaging with top investors and making several changes to PSUs, and announced that targeted CEO total compensation will decrease in fiscal 2016. However, the changes do not mitigate concerns regarding long-term pay and performance misalignment. In particular, the committee did not address a key factor driving the pay for performance misalignment, the CEO's large base salary intended to cover total cash compensation (salary plus incentive), which does not appropriately reflect a performance-based pay program. Given the continuing performance deterioration and lack of an effective incentive structure for executives, there is an ongoing concern that the incentive structure is not driving long-term shareholder value.
SH ForForAgainstProxy Access
Voter Rationale: A vote FOR this proposal is warranted, as adoption of proxy access will enhance shareholder rights and this proposal includes appropriate safeguards.
SH ForForAgainstAdopt Share Retention Policy For Senior Executives
Voter Rationale: A vote FOR this proposal is warranted. The proposals asks the company to adopt a policy requiring executives to retain a "significant" percentage of shares granted under incentive plans. Given that the proposal allows the board the flexibility to set the policy, that the company does not disclose any holding requirements, and that stock ownership guidelines only apply to the CEO, not to other NEOs, and are not rigorous, this proposal does not seem overly restrictive or prescriptive.
SH ForForAgainstSubmit Severance Agreement (Change-in-Control) to Shareholder Vote
Voter Rationale: A vote FOR this item is warranted given that certain aspects of the company's severance arrangements could result in excessive payments to executives.
Healthcare Trust of America, Inc.
Meeting Date: 07/07/2016
Record Date: 04/22/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 42225P501
Ticker: HTA
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Scott D. Peters Mgmt For For For
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director W. Bradley Blair, II
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director Maurice J. DeWald
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director Warren D. Fix
Voter Rationale: A vote FOR the director nominees is warranted.
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Healthcare Trust of America, Inc.
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForElect Director Peter N. Foss
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director Daniel S. Henson
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director Larry L. Mathis
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director Gary T. Wescombe
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForRatify Deloitte & Touche LLP as Auditors
Pebblebrook Hotel Trust
Meeting Date: 07/07/2016
Record Date: 03/23/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 70509V100
Ticker: PEB
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Jon E. Bortz Mgmt For For For
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director Cydney C. Donnell
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director Ron E. Jackson
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director Phillip M. Miller
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director Michael J. Schall
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director Earl E. Webb
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director Laura H. Wright
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForRatify KPMG LLP as Auditors
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Pebblebrook Hotel Trust
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
Mgmt ForForForAmend Omnibus Stock Plan
SH ForForAgainstProvide Shareholders the Right to Initiate Bylaw Amendments
Voter Rationale: A vote FOR this proposal is warranted as it would allow shareholders to make changes to the company's bylaws by a simple majority vote.
EMC Corporation
Meeting Date: 07/19/2016
Record Date: 05/13/2016
Country: USA
Meeting Type: Special
Primary Security ID: 268648102
Ticker: EMC
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Approve Merger Agreement Mgmt For Refer For
Voter Rationale: As the transaction appears to offer a more attractive alternative to the standalone alternative, significant certainty of value through its large cash component, and some exposure to the upside of the transaction – albeit through a tracking stock structure rather than through bona-fide common shares – support FOR the transaction is warranted.
Mgmt ForReferForAdvisory Vote on Golden Parachutes
Voter Rationale: A vote FOR this proposal is warranted. Equity will automatically accelerate and outstanding performance equity will vest at target. However, cash severance payments are double trigger and of reasonable basis, NEOs are not entitled to excise tax gross-ups, and total NEO golden parachute payments are not excessive.
Mgmt ForReferForAdjourn Meeting
Voter Rationale: A vote FOR this proposal is warranted, as the underlying transaction also warrants support.
CONSTELLATION BRANDS, INC.
Meeting Date: 07/20/2016
Record Date: 05/23/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 21036P108
Ticker: STZ
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Jerry Fowden Mgmt For For For
Voter Rationale: A WITHHOLD vote is warranted for James Locke III for serving as a non-independent member of a key board committee. A vote FOR the remaining director nominees is warranted.
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
CONSTELLATION BRANDS, INC.
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForElect Director Barry A. Fromberg
Voter Rationale: A WITHHOLD vote is warranted for James Locke III for serving as a non-independent member of a key board committee. A vote FOR the remaining director nominees is warranted.
Mgmt ForForForElect Director Robert L. Hanson
Voter Rationale: A WITHHOLD vote is warranted for James Locke III for serving as a non-independent member of a key board committee. A vote FOR the remaining director nominees is warranted.
Mgmt ForForForElect Director Ernesto M. Hernandez
Voter Rationale: A WITHHOLD vote is warranted for James Locke III for serving as a non-independent member of a key board committee. A vote FOR the remaining director nominees is warranted.
Mgmt WithholdReferForElect Director James A. Locke, III
Voter Rationale: A WITHHOLD vote is warranted for James Locke III for serving as a non-independent member of a key board committee. A vote FOR the remaining director nominees is warranted.
Mgmt ForForForElect Director Daniel J. McCarthy
Voter Rationale: A WITHHOLD vote is warranted for James Locke III for serving as a non-independent member of a key board committee. A vote FOR the remaining director nominees is warranted.
Mgmt ForForForElect Director Richard Sands
Voter Rationale: A WITHHOLD vote is warranted for James Locke III for serving as a non-independent member of a key board committee. A vote FOR the remaining director nominees is warranted.
Mgmt ForForForElect Director Robert Sands
Voter Rationale: A WITHHOLD vote is warranted for James Locke III for serving as a non-independent member of a key board committee. A vote FOR the remaining director nominees is warranted.
Mgmt ForForForElect Director Judy A. Schmeling
Voter Rationale: A WITHHOLD vote is warranted for James Locke III for serving as a non-independent member of a key board committee. A vote FOR the remaining director nominees is warranted.
Mgmt ForForForElect Director Keith E. Wandell
Voter Rationale: A WITHHOLD vote is warranted for James Locke III for serving as a non-independent member of a key board committee. A vote FOR the remaining director nominees is warranted.
Mgmt ForForForRatify KPMG LLP as Auditors
Voter Rationale: A vote FOR this proposal to ratify the auditor is warranted.
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
Voter Rationale: A vote FOR this proposal is warranted as pay and performance are reasonably aligned at this time. However, given certain concerns, particularly with respect to the chairman's compensation and the annual and long-term incentive programs, shareholders should continue to monitor the company's executive pay program.
E. I. du Pont de Nemours and Company
Meeting Date: 07/20/2016
Record Date: 06/02/2016
Country: USA
Meeting Type: Special
Primary Security ID: 263534109
Ticker: DD
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
E. I. du Pont de Nemours and Company
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Approve Merger Agreement Mgmt For Refer For
Voter Rationale: A vote FOR this proposal is warranted in light of the strategic rationale, the post-merger leadership structure, and the initial positive market reaction.
Mgmt ForReferForAdjourn Meeting
Voter Rationale: A vote FOR this proposal is warranted, as support for the underlying transaction is warranted.
Mgmt AgainstReferForAdvisory Vote on Golden Parachutes
Voter Rationale: A vote AGAINST this proposal is warranted, as the company recently amended its executive severance plan to provide for problematic excise tax gross-up entitlements. The company estimates tax reimbursement payments in excess of $17 million.
The Dow Chemical Company
Meeting Date: 07/20/2016
Record Date: 06/02/2016
Country: USA
Meeting Type: Special
Primary Security ID: 260543103
Ticker: DOW
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Approve Merger Agreement Mgmt For Refer For
Voter Rationale: A vote FOR this proposal is warranted in light of the strategic rationale, the post-merger leadership structure, and the initial positive market reaction.
Mgmt ForReferForAdjourn Meeting
Voter Rationale: A vote FOR this proposal is warranted, as support for the underlying transaction is warranted.
Mgmt ForReferForAdvisory Vote on Golden Parachutes
Voter Rationale: A vote FOR this proposal is warranted. Liveris is expected to receive cash severance and acceleration of equity upon his departure from the company in 2017. These change-in-control payments are reasonable given that Liveris will not serve as CEO of the combined company and his resignation will come within 24 months of the change in control. Finally, while Liveris is eligible to receive an excise tax gross-up, it is not expected to be paid.
Legg Mason, Inc.
Meeting Date: 07/26/2016
Record Date: 05/26/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 524901105
Ticker: LM
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Legg Mason, Inc.
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Robert E. Angelica Mgmt For For For
Voter Rationale: <p>A vote FOR all director nominees is warranted.</p>
Mgmt ForForForElect Director Carol Anthony 'John' Davidson
Voter Rationale: <p>A vote FOR all director nominees is warranted.</p>
Mgmt ForForForElect Director Barry W. Huff
Voter Rationale: <p>A vote FOR all director nominees is warranted.</p>
Mgmt ForForForElect Director Dennis M. Kass
Voter Rationale: <p>A vote FOR all director nominees is warranted.</p>
Mgmt ForForForElect Director Cheryl Gordon Krongard
Voter Rationale: <p>A vote FOR all director nominees is warranted.</p>
Mgmt ForForForElect Director John V. Murphy
Voter Rationale: <p>A vote FOR all director nominees is warranted.</p>
Mgmt ForForForElect Director John H. Myers
Voter Rationale: <p>A vote FOR all director nominees is warranted.</p>
Mgmt ForForForElect Director W. Allen Reed
Voter Rationale: <p>A vote FOR all director nominees is warranted.</p>
Mgmt ForForForElect Director Margaret Milner Richardson
Voter Rationale: <p>A vote FOR all director nominees is warranted.</p>
Mgmt ForForForElect Director Kurt L. Schmoke
Voter Rationale: <p>A vote FOR all director nominees is warranted.</p>
Mgmt ForForForElect Director Joseph A. Sullivan
Voter Rationale: <p>A vote FOR all director nominees is warranted.</p>
Mgmt ForForForAmend Omnibus Stock Plan
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
Mgmt ForForForRatify PricewaterhouseCoopers LLP as Auditors
McKesson Corporation
Meeting Date: 07/27/2016
Record Date: 05/31/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 58155Q103
Ticker: MCK
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
McKesson Corporation
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Andy D. Bryant Mgmt For For For
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director Wayne A. Budd
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director N. Anthony Coles
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director John H. Hammergren
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director M. Christine Jacobs
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director Donald R. Knauss
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director Marie L. Knowles
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director Edward A. Mueller
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForElect Director Susan R. Salka
Voter Rationale: A vote FOR the director nominees is warranted.
Mgmt ForForForRatify Deloitte & Touche LLP as Auditors
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
SH ForForAgainstPro-rata Vesting of Equity Awards
Voter Rationale: A vote FOR this proposal is warranted, as pro rata vesting of equity would further align the interests of executives with those of shareholders.
SH ForForAgainstReport on Political Contributions
Voter Rationale: A vote FOR this resolution is warranted, as additional information regarding the oversight mechanisms the company has implemented to govern its trade association expenditures and participation, along with the portion of its dues or other payments that have been used for political activities, would allow shareholders to better assess the company's management of its comprehensive political activities, as well as any related risks and benefits.
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Electronic Arts Inc.
Meeting Date: 07/28/2016
Record Date: 06/06/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 285512109
Ticker: EA
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Leonard S. Coleman Mgmt For For For
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Jay C. Hoag
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Jeffrey T. Huber
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Vivek Paul
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Lawrence F. Probst, III
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Talbott Roche
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Richard A. Simonson
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Luis A. Ubinas
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Denise F. Warren
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Andrew Wilson
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForAmend Executive Incentive Bonus Plan
Mgmt ForForForAmend Omnibus Stock Plan
Mgmt ForForForAmend Qualified Employee Stock Purchase Plan
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
Mgmt ForForForRatify KPMG LLP as Auditors
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
CA, Inc.
Meeting Date: 08/03/2016
Record Date: 06/06/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 12673P105
Ticker: CA
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Jens Alder Mgmt For For For
Mgmt ForForForElect Director Raymond J. Bromark
Mgmt ForForForElect Director Michael P. Gregoire
Mgmt ForForForElect Director Rohit Kapoor
Mgmt ForForForElect Director Jeffrey G. Katz
Mgmt ForForForElect Director Kay Koplovitz
Mgmt ForForForElect Director Christopher B. Lofgren
Mgmt ForForForElect Director Richard Sulpizio
Mgmt ForForForElect Director Laura S. Unger
Mgmt ForForForElect Director Arthur F. Weinbach
Mgmt ForForForElect Director Renato (Ron) Zambonini
Mgmt ForForForRatify KPMG LLP as Auditors
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
Mgmt ForForForAmend Omnibus Stock Plan
Mgmt ForForForAmend Shareholder Rights Plan (Poison Pill)
Qorvo, Inc.
Meeting Date: 08/03/2016
Record Date: 06/10/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 74736K101
Ticker: QRVO
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Ralph G. Quinsey Mgmt For For For
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Robert A. Bruggeworth
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Qorvo, Inc.
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForElect Director Daniel A. DiLeo
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Jeffery R. Gardner
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Charles Scott Gibson
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director John R. Harding
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director David H. Y. Ho
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Roderick D. Nelson
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Walden C. Rhines
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Walter H. Wilkinson, Jr.
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
Mgmt ForForForAmend Executive Incentive Bonus Plan
Mgmt ForForForRatify KPMG LLP as Auditors
Michael Kors Holdings Limited
Meeting Date: 08/04/2016
Record Date: 06/01/2016
Country: Virgin Isl (UK)
Meeting Type: Annual
Primary Security ID: G60754101
Ticker: KORS
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Michael Kors Mgmt For For For
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Judy Gibbons
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Michael Kors Holdings Limited
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForElect Director Jane Thompson
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForRatify Ernst & Young LLP as Auditors
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
CSRA Inc.
Meeting Date: 08/09/2016
Record Date: 06/13/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 12650T104
Ticker: CSRA
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Keith B. Alexander Mgmt For Refer Against
Voter Rationale: A vote AGAINST Keith Alexander is warranted for serving as a non-independent member of a key board committee.
Mgmt ForForForElect Director Sanju K. Bansal
Voter Rationale: A vote AGAINST Keith Alexander is warranted for serving as a non-independent member of a key board committee.
Mgmt ForForForElect Director Michele A. Flournoy
Voter Rationale: A vote AGAINST Keith Alexander is warranted for serving as a non-independent member of a key board committee.
Mgmt ForForForElect Director Mark A. Frantz
Voter Rationale: A vote AGAINST Keith Alexander is warranted for serving as a non-independent member of a key board committee.
Mgmt ForForForElect Director Nancy Killefer
Voter Rationale: A vote AGAINST Keith Alexander is warranted for serving as a non-independent member of a key board committee.
Mgmt ForForForElect Director Craig Martin
Voter Rationale: A vote AGAINST Keith Alexander is warranted for serving as a non-independent member of a key board committee.
Mgmt ForForForElect Director Sean O'Keefe
Voter Rationale: A vote AGAINST Keith Alexander is warranted for serving as a non-independent member of a key board committee.
Mgmt ForForForElect Director Lawrence B. Prior, III
Voter Rationale: A vote AGAINST Keith Alexander is warranted for serving as a non-independent member of a key board committee.
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
CSRA Inc.
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForElect Director Michael E. Ventling
Voter Rationale: A vote AGAINST Keith Alexander is warranted for serving as a non-independent member of a key board committee.
Mgmt ForForForElect Director Billie I. Williamson
Voter Rationale: A vote AGAINST Keith Alexander is warranted for serving as a non-independent member of a key board committee.
Mgmt ForForForRatify Deloitte & Touche LLP as Auditors
Voter Rationale: A vote FOR this proposal to ratify the auditor is warranted.
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
Voter Rationale: A vote FOR this proposal is warranted, as pay and performance are reasonably aligned at this time.
Mgmt One YearOne YearOne YearAdvisory Vote on Say on Pay Frequency
Voter Rationale: A vote for the adoption of an ANNUAL Management Say on Pay proposal is warranted.
Mgmt ForForForAmend Omnibus Stock Plan
Voter Rationale: Based on the Equity Plan Score Card evaluation (EPSC), a vote FOR this proposal is warranted.
Xilinx, Inc.
Meeting Date: 08/10/2016
Record Date: 06/15/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 983919101
Ticker: XLNX
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Dennis Segers Mgmt For For For
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director Moshe N. Gavrielov
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director Saar Gillai
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director Ronald S. Jankov
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director Thomas H. Lee
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Xilinx, Inc.
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForElect Director J. Michael Patterson
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director Albert A. Pimentel
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director Marshall C. Turner
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director Elizabeth W. Vanderslice
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForAmend Omnibus Stock Plan
Mgmt ForForForAmend Omnibus Stock Plan
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
Mgmt ForForForRatify Ernst & Young LLP as Auditors
Ralph Lauren Corporation
Meeting Date: 08/11/2016
Record Date: 06/13/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 751212101
Ticker: RL
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Frank A. Bennack, Jr. Mgmt For For For
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Joel L. Fleishman
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Hubert Joly
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForRatify Ernst & Young LLP as Auditors
Mgmt AgainstAgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation
Voter Rationale: <p>A vote AGAINST this proposal is warranted. The new CEO's pay represents a significant drop from his predecessor's, although it includes a sizable cash sign-on award that lacks performance criteria. Despite former CEO Ralph Lauren's transition to Executive Chairman, his compensation remains outsized, and substantially exceeded other NEOs' pay levels. Finally, significant concerns persist regarding the rigor of goals utilized in both the annual and long-term incentive programs.</p>
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Ralph Lauren Corporation
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForAmend Omnibus Stock Plan
Red Hat, Inc.
Meeting Date: 08/11/2016
Record Date: 06/15/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 756577102
Ticker: RHT
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Sohaib Abbasi Mgmt For For For
Voter Rationale: <p>Vote AGAINST Jeffrey Clarke for attending less than 75 percent of the board and committee meetings that were scheduled over the past year without a valid excuse.</p>
Mgmt ForForForElect Director W. Steve Albrecht
Voter Rationale: <p>Vote AGAINST Jeffrey Clarke for attending less than 75 percent of the board and committee meetings that were scheduled over the past year without a valid excuse.</p>
Mgmt ForForForElect Director Charlene T. Begley
Voter Rationale: <p>Vote AGAINST Jeffrey Clarke for attending less than 75 percent of the board and committee meetings that were scheduled over the past year without a valid excuse.</p>
MgmtElect Director Jeffrey J. Clarke - Withdrawn Resolution
Voter Rationale: <p>Vote AGAINST Jeffrey Clarke for attending less than 75 percent of the board and committee meetings that were scheduled over the past year without a valid excuse.</p>
Mgmt ForForForElect Director Narendra K. Gupta
Voter Rationale: <p>Vote AGAINST Jeffrey Clarke for attending less than 75 percent of the board and committee meetings that were scheduled over the past year without a valid excuse.</p>
Mgmt ForForForElect Director Kimberly L. Hammonds
Voter Rationale: <p>Vote AGAINST Jeffrey Clarke for attending less than 75 percent of the board and committee meetings that were scheduled over the past year without a valid excuse.</p>
Mgmt ForForForElect Director William S. Kaiser
Voter Rationale: <p>Vote AGAINST Jeffrey Clarke for attending less than 75 percent of the board and committee meetings that were scheduled over the past year without a valid excuse.</p>
Mgmt ForForForElect Director Donald H. Livingstone
Voter Rationale: <p>Vote AGAINST Jeffrey Clarke for attending less than 75 percent of the board and committee meetings that were scheduled over the past year without a valid excuse.</p>
Mgmt ForForForElect Director H. Hugh Shelton
Voter Rationale: <p>Vote AGAINST Jeffrey Clarke for attending less than 75 percent of the board and committee meetings that were scheduled over the past year without a valid excuse.</p>
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Red Hat, Inc.
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForElect Director James M. Whitehurst
Voter Rationale: <p>Vote AGAINST Jeffrey Clarke for attending less than 75 percent of the board and committee meetings that were scheduled over the past year without a valid excuse.</p>
Mgmt ForForForRatify PricewaterhouseCoopers LLP as Auditors
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
Mgmt ForForForApprove Executive Incentive Bonus Plan
Mgmt ForForForApprove Qualified Employee Stock Purchase Plan
Microchip Technology Incorporated
Meeting Date: 08/15/2016
Record Date: 06/21/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 595017104
Ticker: MCHP
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Steve Sanghi Mgmt For For For
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director Matthew W. Chapman
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director L.B. Day
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director Esther L. Johnson
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director Wade F. Meyercord
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForAmend Executive Incentive Bonus Plan
Mgmt ForForForRatify Ernst & Young LLP as Auditors
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Johnson Controls, Inc.
Meeting Date: 08/17/2016
Record Date: 06/27/2016
Country: USA
Meeting Type: Special
Primary Security ID: 478366107
Ticker: JCI
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Approve Merger Agreement Mgmt For Refer For
Voter Rationale: A vote FOR this proposal is warranted in light of the strategic rationale, the potential synergies realizable by the combined company, and the positive market reaction.
Mgmt ForReferForAdjourn Meeting
Voter Rationale: A vote FOR this proposal is warranted, as support for the underlying transaction is warranted.
Mgmt AgainstReferForAdvisory Vote on Golden Parachutes
Voter Rationale: A vote AGAINST this proposal is warranted. The basis for calculating most NEOs' (including the CEO's) potential cash severance includes long-term awards, which is unusual and could result in excessive severance payouts. Numerous additional pay opportunities further inflate NEOs' already large golden parachutes, including numerous special "merger retention" awards. Aggregate golden parachutes are estimated at nearly $137 million, and the CEO's recently amended CIC employment agreement provides for an additional $20 million RSU award, which seems gratuitous.
The J. M. Smucker Company
Meeting Date: 08/17/2016
Record Date: 06/20/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 832696405
Ticker: SJM
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Kathryn W. Dindo Mgmt For For For
Mgmt ForForForElect Director Paul J. Dolan
Mgmt ForForForElect Director Jay L. Henderson
Mgmt ForForForElect Director Nancy Lopez Knight
Mgmt ForForForElect Director Elizabeth Valk Long
Mgmt ForForForElect Director Gary A. Oatey
Mgmt ForForForElect Director Sandra Pianalto
Mgmt ForForForElect Director Alex Shumate
Mgmt ForForForElect Director Mark T. Smucker
Mgmt ForForForElect Director Richard K. Smucker
Mgmt ForForForElect Director Timothy P. Smucker
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
The J. M. Smucker Company
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForRatify Ernst & Young LLP as Auditors
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
SH ForForAgainstReport on Plans to Increase Renewable Energy Use
Voter Rationale: A vote FOR this proposal is warranted as additional information about the company's renewable energy usage and policies would allow shareholders to better assess the company's GHG emissions-reduction efforts.
Tyco International plc
Meeting Date: 08/17/2016
Record Date: 06/27/2016
Country: Ireland
Meeting Type: Special
Primary Security ID: G91442106
Ticker: TYC
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Amend Articles Re: Memorandum of Association
Mgmt For Refer For
Voter Rationale: A vote FOR this proposal is warranted, as support for the underlying transaction is warranted.
Mgmt ForReferForAmend Articles Re: Tyco Governing Documents Proposals
Voter Rationale: A vote FOR this proposal is warranted, as support for the underlying transaction is warranted.
Mgmt ForReferForApprove Stock Consolidation
Voter Rationale: A vote FOR this proposal is warranted, as support for the underlying transaction is warranted.
Mgmt ForReferForIncrease Authorized Common Stock
Voter Rationale: A vote FOR this proposal is warranted, as the size of the proposed increase is reasonable and support for the underlying transaction is warranted.
Mgmt ForReferForIssue Shares in Connection with the Merger
Voter Rationale: A vote FOR this proposal is warranted in light of the meaningful premium, the strategic rationale, the potential synergies realizable by the combined company, and the positive market reaction.
Mgmt ForReferForChange Company Name to Johnson Controls International plc
Voter Rationale: A vote FOR this proposal is warranted, as support for the underlying transaction is warranted.
Mgmt ForReferForIncrease Authorized Preferred and Common Stock
Voter Rationale: A vote FOR this proposal is warranted. Although the preferred share request exceeds the allowable threshold, there will be a compelling need for additional authorized ordinary shares if the merger is consummated, and the ordinary share request is in line with the allowable threshold.
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Tyco International plc
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForReferForApprove the Directors' Authority to Allot Shares
Voter Rationale: A vote FOR this item is warranted, as the proposed amount and duration are within recommended limits and support for the underlying transaction is warranted.
Mgmt ForReferForApprove the Disapplication of Statutory Pre-Emption Rights
Voter Rationale: A vote FOR this item is warranted, as the proposed amount and duration are within recommended limits and support for the underlying transaction is warranted.
Mgmt ForReferForApprove the Renominalization of Tyco Ordinary Shares
Voter Rationale: A vote FOR this proposal is warranted, as it appears to be administrative in nature and would not adversely affect shareholders' rights.
Mgmt ForReferForApprove the Creation of Distributable Reserves
Voter Rationale: A vote FOR this proposal is warranted, as it will allow the combined company to fund dividends, distributions, and buy-backs.
Cousins Properties Incorporated
Meeting Date: 08/23/2016
Record Date: 07/15/2016
Country: USA
Meeting Type: Special
Primary Security ID: 222795106
Ticker: CUZ
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Issue Shares in Connection with Merger Mgmt For Refer For
Voter Rationale: A vote FOR this proposal is warranted given the board's compelling rationale and expected financial benefits resulting from the merger outweigh concerns over dilution to current CUZ shareholders.
Mgmt ForReferForIncrease Authorized Common Stock
Voter Rationale: A vote FOR this proposal is warranted as the increase is reasonable, there are no substantial concerns about the company's past use of shares, and that approval is a condition to closing of the underlying transaction which warrants shareholder support.
Mgmt ForReferForAdjourn Meeting
Voter Rationale: A vote FOR this proposal is warranted given its narrow scope and that the underlying transaction warrants shareholder support.
Parkway Properties, Inc.
Meeting Date: 08/23/2016
Record Date: 07/15/2016
Country: USA
Meeting Type: Special
Primary Security ID: 70159Q104
Ticker: PKY
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Parkway Properties, Inc.
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Approve Merger Agreement Mgmt For Refer For
Voter Rationale: A vote FOR this proposal is warranted given the robust sale process, strategic rationale, and 13.0 percent premium to PKY's unaffected share price.
Mgmt AgainstReferForAdvisory Vote on Golden Parachutes
Voter Rationale: A vote AGAINST this proposal is warranted. Certain performance awards will automatically accelerate vesting at maximum performance determination and the CEO was recently granted a sizeable, single trigger equity grant to replace a previously-granted performance award that was forfeited due to lack of performance achievement.
Mgmt ForReferForAdjourn Meeting
Voter Rationale: A vote FOR this proposal is warranted given its narrow scope and that underlying transaction warrants shareholder support.
Washington Prime Group Inc
Meeting Date: 08/30/2016
Record Date: 07/01/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 93964W108
Ticker: WPG
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Louis G. Conforti Mgmt For For For
Voter Rationale: WITHHOLD votes are warranted for governance committee members Robert Laikin and Jacquelyn Soffer, given the board's failure to remove or submit for shareholder ratification bylaw and article provisions from the time the company became public which materially impact shareholder rights.
Mgmt ForForForElect Director John J. Dillon, III
Voter Rationale: WITHHOLD votes are warranted for governance committee members Robert Laikin and Jacquelyn Soffer, given the board's failure to remove or submit for shareholder ratification bylaw and article provisions from the time the company became public which materially impact shareholder rights.
Mgmt WithholdReferForElect Director Robert J. Laikin
Voter Rationale: WITHHOLD votes are warranted for governance committee members Robert Laikin and Jacquelyn Soffer, given the board's failure to remove or submit for shareholder ratification bylaw and article provisions from the time the company became public which materially impact shareholder rights.
Mgmt ForForForElect Director John F. Levy
Voter Rationale: WITHHOLD votes are warranted for governance committee members Robert Laikin and Jacquelyn Soffer, given the board's failure to remove or submit for shareholder ratification bylaw and article provisions from the time the company became public which materially impact shareholder rights.
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Washington Prime Group Inc
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForElect Director Mark S. Ordan
Voter Rationale: WITHHOLD votes are warranted for governance committee members Robert Laikin and Jacquelyn Soffer, given the board's failure to remove or submit for shareholder ratification bylaw and article provisions from the time the company became public which materially impact shareholder rights.
Mgmt WithholdReferForElect Director Jacquelyn R. Soffer
Voter Rationale: WITHHOLD votes are warranted for governance committee members Robert Laikin and Jacquelyn Soffer, given the board's failure to remove or submit for shareholder ratification bylaw and article provisions from the time the company became public which materially impact shareholder rights.
Mgmt ForForForChange Company Name to "Washington Prime Group Inc."
Voter Rationale: A vote FOR this proposal is warranted given that it is unlikely that the name change would have a negative financial impact on the company.
Mgmt AgainstAgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation
Voter Rationale: A vote AGAINST this proposal is warranted. The CEO's $7.6 million severance payment triggered an "excess parachute payment" tax gross-up, estimated in the proxy to be $5.2 million. Additionally, the company accelerated two recently granted equity awards, including the inducement award meant to retain the CEO following the merger.
Mgmt ForForForRatify Ernst & Young LLP as Auditors
Voter Rationale: A vote FOR this proposal to ratify the auditor is warranted.
Apple Hospitality REIT, Inc.
Meeting Date: 08/31/2016
Record Date: 07/22/2016
Country: USA
Meeting Type: Special
Primary Security ID: 03784Y200
Ticker: APLE
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Issue Shares in Connection with Acquisition Mgmt For Refer For
Voter Rationale: A vote FOR this proposal is warranted. Though there are concerns with the related nature of the two companies, the merger will substantially increase the geographic market and market capitalization of the combined company. There are clear opportunities for cost savings and the merger is estimated to be accretive to earnings in 2017.
Mgmt ForReferForAdjourn Meeting
Voter Rationale: A vote FOR this proposal is warranted as support for the underlying transaction is also warranted.
H&R Block, Inc.
Meeting Date: 09/08/2016
Record Date: 07/08/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 093671105
Ticker: HRB
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
H&R Block, Inc.
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Angela N. Archon Mgmt For For For
Mgmt ForForForElect Director Paul J. Brown
Mgmt ForForForElect Director William C. Cobb
Mgmt ForForForElect Director Robert A. Gerard
Mgmt ForForForElect Director Richard A. Johnson
Mgmt ForForForElect Director David Baker Lewis
Mgmt ForForForElect Director Victoria J. Reich
Mgmt ForForForElect Director Bruce C. Rohde
Mgmt ForForForElect Director Tom D. Seip
Mgmt ForForForElect Director Christianna Wood
Mgmt ForForForElect Director James F. Wright
Mgmt ForForForRatify Deloitte & Touche LLP as Auditors
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
SH ForForAgainstProxy Access
Voter Rationale: A vote FOR this proposal is warranted. Overall, the proposed amendments would enhance the company's existing right for shareholders while maintaining safeguards on the nomination process.
Patterson Companies, Inc.
Meeting Date: 09/12/2016
Record Date: 07/15/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 703395103
Ticker: PDCO
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Scott P. Anderson Mgmt For For For
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director John D. Buck
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Jody H. Feragen
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Patterson Companies, Inc.
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForElect Director Sarena S. Lin
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Ellen A. Rudnick
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Neil A. Schrimsher
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Les C. Vinney
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director James W. Wiltz
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
Mgmt ForForForRatify Ernst & Young LLP as Auditors
Expedia, Inc.
Meeting Date: 09/14/2016
Record Date: 08/09/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 30212P303
Ticker: EXPE
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Susan C. Athey Mgmt For For For
Voter Rationale: WITHHOLD votes are warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg due to the company's lack of a formal nominating committee. WITHHOLD votes are additionally warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg for failing to establish a board on which a majority of the directors are independent outsiders. WITHHOLD votes are additionally warranted for compensation committee members Pamela Coe, Jonathan Dolgen, Craig Jacobson, and Peter Kern in light of a pay-for-performance misalignment, driven by an outsized, largely time-vested stock option grant made to the CEO. Additionally, annual compensation is not strongly performance-based. WITHHOLD votes are further warranted for Pamela Coe for serving as a non-independent member of a key board committee. WITHHOLD votes are warranted for John Malone for serving as a director on more than six public company boards. A vote FOR the remaining director nominees is warranted.
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Expedia, Inc.
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForElect Director A. George 'Skip' Battle
Voter Rationale: WITHHOLD votes are warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg due to the company's lack of a formal nominating committee. WITHHOLD votes are additionally warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg for failing to establish a board on which a majority of the directors are independent outsiders. WITHHOLD votes are additionally warranted for compensation committee members Pamela Coe, Jonathan Dolgen, Craig Jacobson, and Peter Kern in light of a pay-for-performance misalignment, driven by an outsized, largely time-vested stock option grant made to the CEO. Additionally, annual compensation is not strongly performance-based. WITHHOLD votes are further warranted for Pamela Coe for serving as a non-independent member of a key board committee. WITHHOLD votes are warranted for John Malone for serving as a director on more than six public company boards. A vote FOR the remaining director nominees is warranted.
Mgmt WithholdReferForElect Director Pamela L. Coe
Voter Rationale: WITHHOLD votes are warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg due to the company's lack of a formal nominating committee. WITHHOLD votes are additionally warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg for failing to establish a board on which a majority of the directors are independent outsiders. WITHHOLD votes are additionally warranted for compensation committee members Pamela Coe, Jonathan Dolgen, Craig Jacobson, and Peter Kern in light of a pay-for-performance misalignment, driven by an outsized, largely time-vested stock option grant made to the CEO. Additionally, annual compensation is not strongly performance-based. WITHHOLD votes are further warranted for Pamela Coe for serving as a non-independent member of a key board committee. WITHHOLD votes are warranted for John Malone for serving as a director on more than six public company boards. A vote FOR the remaining director nominees is warranted.
Mgmt WithholdReferForElect Director Barry Diller
Voter Rationale: WITHHOLD votes are warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg due to the company's lack of a formal nominating committee. WITHHOLD votes are additionally warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg for failing to establish a board on which a majority of the directors are independent outsiders. WITHHOLD votes are additionally warranted for compensation committee members Pamela Coe, Jonathan Dolgen, Craig Jacobson, and Peter Kern in light of a pay-for-performance misalignment, driven by an outsized, largely time-vested stock option grant made to the CEO. Additionally, annual compensation is not strongly performance-based. WITHHOLD votes are further warranted for Pamela Coe for serving as a non-independent member of a key board committee. WITHHOLD votes are warranted for John Malone for serving as a director on more than six public company boards. A vote FOR the remaining director nominees is warranted.
Mgmt WithholdReferForElect Director Jonathan L. Dolgen
Voter Rationale: WITHHOLD votes are warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg due to the company's lack of a formal nominating committee. WITHHOLD votes are additionally warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg for failing to establish a board on which a majority of the directors are independent outsiders. WITHHOLD votes are additionally warranted for compensation committee members Pamela Coe, Jonathan Dolgen, Craig Jacobson, and Peter Kern in light of a pay-for-performance misalignment, driven by an outsized, largely time-vested stock option grant made to the CEO. Additionally, annual compensation is not strongly performance-based. WITHHOLD votes are further warranted for Pamela Coe for serving as a non-independent member of a key board committee. WITHHOLD votes are warranted for John Malone for serving as a director on more than six public company boards. A vote FOR the remaining director nominees is warranted.
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Expedia, Inc.
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt WithholdReferForElect Director Craig A. Jacobson
Voter Rationale: WITHHOLD votes are warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg due to the company's lack of a formal nominating committee. WITHHOLD votes are additionally warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg for failing to establish a board on which a majority of the directors are independent outsiders. WITHHOLD votes are additionally warranted for compensation committee members Pamela Coe, Jonathan Dolgen, Craig Jacobson, and Peter Kern in light of a pay-for-performance misalignment, driven by an outsized, largely time-vested stock option grant made to the CEO. Additionally, annual compensation is not strongly performance-based. WITHHOLD votes are further warranted for Pamela Coe for serving as a non-independent member of a key board committee. WITHHOLD votes are warranted for John Malone for serving as a director on more than six public company boards. A vote FOR the remaining director nominees is warranted.
Mgmt WithholdReferForElect Director Victor A. Kaufman
Voter Rationale: WITHHOLD votes are warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg due to the company's lack of a formal nominating committee. WITHHOLD votes are additionally warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg for failing to establish a board on which a majority of the directors are independent outsiders. WITHHOLD votes are additionally warranted for compensation committee members Pamela Coe, Jonathan Dolgen, Craig Jacobson, and Peter Kern in light of a pay-for-performance misalignment, driven by an outsized, largely time-vested stock option grant made to the CEO. Additionally, annual compensation is not strongly performance-based. WITHHOLD votes are further warranted for Pamela Coe for serving as a non-independent member of a key board committee. WITHHOLD votes are warranted for John Malone for serving as a director on more than six public company boards. A vote FOR the remaining director nominees is warranted.
Mgmt WithholdReferForElect Director Peter M. Kern
Voter Rationale: WITHHOLD votes are warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg due to the company's lack of a formal nominating committee. WITHHOLD votes are additionally warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg for failing to establish a board on which a majority of the directors are independent outsiders. WITHHOLD votes are additionally warranted for compensation committee members Pamela Coe, Jonathan Dolgen, Craig Jacobson, and Peter Kern in light of a pay-for-performance misalignment, driven by an outsized, largely time-vested stock option grant made to the CEO. Additionally, annual compensation is not strongly performance-based. WITHHOLD votes are further warranted for Pamela Coe for serving as a non-independent member of a key board committee. WITHHOLD votes are warranted for John Malone for serving as a director on more than six public company boards. A vote FOR the remaining director nominees is warranted.
Mgmt WithholdReferForElect Director Dara Khosrowshahi
Voter Rationale: WITHHOLD votes are warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg due to the company's lack of a formal nominating committee. WITHHOLD votes are additionally warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg for failing to establish a board on which a majority of the directors are independent outsiders. WITHHOLD votes are additionally warranted for compensation committee members Pamela Coe, Jonathan Dolgen, Craig Jacobson, and Peter Kern in light of a pay-for-performance misalignment, driven by an outsized, largely time-vested stock option grant made to the CEO. Additionally, annual compensation is not strongly performance-based. WITHHOLD votes are further warranted for Pamela Coe for serving as a non-independent member of a key board committee. WITHHOLD votes are warranted for John Malone for serving as a director on more than six public company boards. A vote FOR the remaining director nominees is warranted.
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Expedia, Inc.
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt WithholdReferForElect Director John C. Malone
Voter Rationale: WITHHOLD votes are warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg due to the company's lack of a formal nominating committee. WITHHOLD votes are additionally warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg for failing to establish a board on which a majority of the directors are independent outsiders. WITHHOLD votes are additionally warranted for compensation committee members Pamela Coe, Jonathan Dolgen, Craig Jacobson, and Peter Kern in light of a pay-for-performance misalignment, driven by an outsized, largely time-vested stock option grant made to the CEO. Additionally, annual compensation is not strongly performance-based. WITHHOLD votes are further warranted for Pamela Coe for serving as a non-independent member of a key board committee. WITHHOLD votes are warranted for John Malone for serving as a director on more than six public company boards. A vote FOR the remaining director nominees is warranted.
Mgmt ForForForElect Director Scott Rudin
Voter Rationale: WITHHOLD votes are warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg due to the company's lack of a formal nominating committee. WITHHOLD votes are additionally warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg for failing to establish a board on which a majority of the directors are independent outsiders. WITHHOLD votes are additionally warranted for compensation committee members Pamela Coe, Jonathan Dolgen, Craig Jacobson, and Peter Kern in light of a pay-for-performance misalignment, driven by an outsized, largely time-vested stock option grant made to the CEO. Additionally, annual compensation is not strongly performance-based. WITHHOLD votes are further warranted for Pamela Coe for serving as a non-independent member of a key board committee. WITHHOLD votes are warranted for John Malone for serving as a director on more than six public company boards. A vote FOR the remaining director nominees is warranted.
Mgmt WithholdReferForElect Director Christopher W. Shean
Voter Rationale: WITHHOLD votes are warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg due to the company's lack of a formal nominating committee. WITHHOLD votes are additionally warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg for failing to establish a board on which a majority of the directors are independent outsiders. WITHHOLD votes are additionally warranted for compensation committee members Pamela Coe, Jonathan Dolgen, Craig Jacobson, and Peter Kern in light of a pay-for-performance misalignment, driven by an outsized, largely time-vested stock option grant made to the CEO. Additionally, annual compensation is not strongly performance-based. WITHHOLD votes are further warranted for Pamela Coe for serving as a non-independent member of a key board committee. WITHHOLD votes are warranted for John Malone for serving as a director on more than six public company boards. A vote FOR the remaining director nominees is warranted.
Mgmt WithholdReferForElect Director Alexander Von Furstenberg
Voter Rationale: WITHHOLD votes are warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg due to the company's lack of a formal nominating committee. WITHHOLD votes are additionally warranted for non-independent director nominees Barry Diller, Dara Khosrowshahi, Pamela Coe, Victor Kaufman, John Malone, Christopher Shean and Alexander von Furstenberg for failing to establish a board on which a majority of the directors are independent outsiders. WITHHOLD votes are additionally warranted for compensation committee members Pamela Coe, Jonathan Dolgen, Craig Jacobson, and Peter Kern in light of a pay-for-performance misalignment, driven by an outsized, largely time-vested stock option grant made to the CEO. Additionally, annual compensation is not strongly performance-based. WITHHOLD votes are further warranted for Pamela Coe for serving as a non-independent member of a key board committee. WITHHOLD votes are warranted for John Malone for serving as a director on more than six public company boards. A vote FOR the remaining director nominees is warranted.
Mgmt AgainstAgainstForAmend Omnibus Stock Plan
Mgmt ForForForRatify Ernst & Young LLP as Auditors
Voter Rationale: A vote FOR this proposal to ratify the auditor is warranted.
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
NetApp, Inc.
Meeting Date: 09/15/2016
Record Date: 07/19/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 64110D104
Ticker: NTAP
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director T. Michael Nevens Mgmt For For For
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director Jeffry R. Allen
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director Alan L. Earhart
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director Gerald Held
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director Kathryn M. Hill
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director George Kurian
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director George T. Shaheen
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director Stephen M. Smith
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director Robert T. Wall
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForElect Director Richard P. Wallace
Voter Rationale: <p>Votes FOR the director nominees are warranted.</p>
Mgmt ForForForAmend Omnibus Stock Plan
Mgmt ForForForAmend Qualified Employee Stock Purchase Plan
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
Mgmt ForForForRatify Deloitte & Touche LLP as Auditors
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Range Resources Corporation
Meeting Date: 09/15/2016
Record Date: 08/10/2016
Country: USA
Meeting Type: Special
Primary Security ID: 75281A109
Ticker: RRC
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Issue Shares in Connection with Merger Mgmt For Refer For
Voter Rationale: A vote FOR this proposal is warranted in light of the strategic rationale and potential synergies realizable by the combined company.
Mgmt ForReferForAdjourn Meeting
Voter Rationale: A vote FOR this proposal is warranted, as support for the underlying transaction is warranted.
Investors Real Estate Trust
Meeting Date: 09/20/2016
Record Date: 07/22/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 461730103
Ticker: IRET
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Jeffrey P. Caira Mgmt For For For
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Michael T. Dance
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Linda J. Hall
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Terrance P. Maxwell
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Timothy P. Mihalick
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Jeffrey L. Miller
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director John A. Schissel
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director John D. Stewart
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Investors Real Estate Trust
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForElect Director Jeffrey K. Woodbury
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
Mgmt ForForForRatify Grant Thornton LLP as Auditors
NIKE, Inc.
Meeting Date: 09/22/2016
Record Date: 07/22/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 654106103
Ticker: NKE
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Alan B. Graf, Jr. Mgmt For For For
Mgmt ForForForElect Director Michelle A. Peluso
Mgmt ForForForElect Director Phyllis M. Wise
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
Mgmt ForForForAmend Qualified Employee Stock Purchase Plan
SH ForForAgainstReport on Political Contributions
Voter Rationale: A recommendation FOR this resolution is warranted, as the company could provide additional information regarding its trade association participation and activities.
Mgmt ForForForRatify PricewaterhouseCoopers LLP as Auditors
ConAgra Foods, Inc.
Meeting Date: 09/23/2016
Record Date: 07/29/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 205887102
Ticker: CAG
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Bradley A. Alford Mgmt For For For
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
ConAgra Foods, Inc.
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForElect Director Thomas K. Brown
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Stephen G. Butler
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Sean M. Connolly
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Steven F. Goldstone
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Joie A. Gregor
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Rajive Johri
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director W.G. Jurgensen
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Richard H. Lenny
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Ruth Ann Marshall
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Timothy R. McLevish
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForRatify KPMG LLP as Auditors
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
FedEx Corporation
Meeting Date: 09/26/2016
Record Date: 08/01/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 31428X106
Ticker: FDX
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director James L. Barksdale Mgmt For For For
Mgmt ForForForElect Director John A. Edwardson
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
FedEx Corporation
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForElect Director Marvin R. Ellison
Mgmt ForForForElect Director John C. ("Chris") Inglis
Mgmt ForForForElect Director Kimberly A. Jabal
Mgmt ForForForElect Director Shirley Ann Jackson
Mgmt ForForForElect Director R. Brad Martin
Mgmt ForForForElect Director Joshua Cooper Ramo
Mgmt ForForForElect Director Susan C. Schwab
Mgmt ForForForElect Director Frederick W. Smith
Mgmt ForForForElect Director David P. Steiner
Mgmt ForForForElect Director Paul S. Walsh
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
Mgmt ForForForRatify Ernst & Young LLP as Auditors
SH ForForAgainstReport on Lobbying Payments and Policy
Voter Rationale: A vote FOR this resolution is warranted, as additional information on the company's lobbying expenses and trade association memberships, payments, and oversight mechanisms would give shareholders a comprehensive understanding of the company's management of its lobbying activities and any related risks and benefits.
SH AgainstAgainstAgainstExclude Abstentions from Vote Counts
SH AgainstAgainstAgainstAdopt Holy Land Principles
SH AgainstAgainstAgainstReport Application of Company Non-Discrimination Policies in States With Pro-Discrimination Laws
General Mills, Inc.
Meeting Date: 09/27/2016
Record Date: 07/29/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 370334104
Ticker: GIS
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Bradbury H. Anderson Mgmt For For For
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director R. Kerry Clark
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
General Mills, Inc.
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForElect Director David M. Cordani
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Roger W. Ferguson, Jr.
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Henrietta H. Fore
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Maria G. Henry
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Heidi G. Miller
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Steve Odland
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Kendall J. Powell
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Robert L. Ryan
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Eric D. Sprunk
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Dorothy A. Terrell
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForElect Director Jorge A. Uribe
Voter Rationale: <p>A vote FOR the director nominees is warranted.</p>
Mgmt ForForForApprove Non-Employee Director Omnibus Stock Plan
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
Mgmt ForForForRatify KPMG LLP as Auditors
Global Payments Inc.
Meeting Date: 09/28/2016
Record Date: 07/28/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 37940X102
Ticker: GPN
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Global Payments Inc.
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Robert H.B. Baldwin, Jr. Mgmt For For For
Voter Rationale: <p>Votes FOR all director nominees are warranted.</p>
Mgmt ForForForElect Director Mitchell L. Hollin
Voter Rationale: <p>Votes FOR all director nominees are warranted.</p>
Mgmt ForForForElect Director Ruth Ann Marshall
Voter Rationale: <p>Votes FOR all director nominees are warranted.</p>
Mgmt ForForForElect Director John M. Partridge
Voter Rationale: <p>Votes FOR all director nominees are warranted.</p>
Mgmt ForForForElect Director Jeffrey S. Sloan
Voter Rationale: <p>Votes FOR all director nominees are warranted.</p>
Mgmt ForForForAmend Omnibus Stock Plan
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
Mgmt ForForForRatify Deloitte & Touche LLP as Auditors
Darden Restaurants, Inc.
Meeting Date: 09/29/2016
Record Date: 08/01/2016
Country: USA
Meeting Type: Annual
Primary Security ID: 237194105
Ticker: DRI
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Elect Director Margaret Shan Atkins Mgmt For For For
Mgmt ForForForElect Director Jean M. Birch
Mgmt ForForForElect Director Bradley D. Blum
Mgmt ForForForElect Director James P. Fogarty
Mgmt ForForForElect Director Cynthia T. Jamison
Mgmt ForForForElect Director Eugene I. (Gene) Lee, Jr.
Mgmt ForForForElect Director William S. Simon
Mgmt ForForForElect Director Charles M. (Chuck) Sonsteby
Vote Summary ReportDate range covered: 07/01/2016 to 09/30/2016
Location(s): All Locations
Institution Account(s): All Institution Accounts
Darden Restaurants, Inc.
ProponentProposal Text Mgmt RecVotingPolicy Rec
Vote Instruction
Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation
Mgmt ForForForRatify KPMG LLP as Auditors
SH AgainstAgainstAgainstAdopt a Policy to Phase Out Non-Therapeutic Use of Antibiotics in the Meat Supply Chain
