SPMS Stichting Pensioenfonds Medisch Specialisten All ... 04_SPMS... · 1a Elect Director Steven J....
Transcript of SPMS Stichting Pensioenfonds Medisch Specialisten All ... 04_SPMS... · 1a Elect Director Steven J....
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Flotek Industries, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director L.V. "Bud" McGuire 1.6
Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.
Mgmt Against For Approve Omnibus Stock Plan 2
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify Moss Adams LLP as Auditors 4
Flowserve Corporation Meeting Date: 05/24/2018 Country: USA
Meeting Type: Annual Ticker: FLS
Primary ISIN: US34354P1057 Primary SEDOL: 2288406
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director R. Scott Rowe Mgmt For For
Mgmt For For Elect Director Ruby R. Chandy 1b
Mgmt For For Elect Director Leif E. Darner 1c
Mgmt For For Elect Director Gayla J. Delly 1d
Mgmt For For Elect Director Roger L. Fix 1e
Mgmt For For Elect Director John R. Friedery 1f
Mgmt For For Elect Director Joe E. Harlan 1g
Mgmt For For Elect Director Rick J. Mills 1h
Mgmt For For Elect Director David E. Roberts 1i
Page 900 of 2,968
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Flowserve Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
SH For Against Adopt GHG Emissions Reduction Goals 4
Voter Rationale: Climate change presents ongoing and serious long-term operational and regulatory risks that can impact shareholder value. The company should assess and set goals to address its greenhouse gas emissions. This is particularly important given the need for individual corporate action given the regulatory vacuum on this important issue in the United States.
SH Against Against Provide Right to Act by Written Consent 5
Fluor Corporation Meeting Date: 05/03/2018 Country: USA
Meeting Type: Annual Ticker: FLR
Primary ISIN: US3434121022 Primary SEDOL: 2696838
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1A Elect Director Peter K. Barker Mgmt For For
Mgmt For For Elect Director Alan M. Bennett 1B
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Rosemary T. Berkery 1C
Mgmt Against For Elect Director Peter J. Fluor 1D
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, this director is not sufficiently independent to serve as the independent lead director.
Mgmt Against For Elect Director James T. Hackett 1E
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Samuel J. Locklear, III 1F
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
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SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Fluor Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Deborah D. McWhinney 1G
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Armando J. Olivera 1H
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Matthew K. Rose 1I
Mgmt For For Elect Director David T. Seaton 1J
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Furthermore, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director Nader H. Sultan 1K
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Lynn C. Swann 1L
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
SH For Against Adopt Quantitative Company-wide GHG Goals 4
Voter Rationale: Climate change presents ongoing and serious long-term operational and regulatory risks that can impact shareholder value. The company should assess and set goals to address its greenhouse gas emissions. This is particularly important given the need for individual corporate action given the regulatory vacuum on this important issue in the United States.
Flushing Financial Corporation Meeting Date: 05/30/2018 Country: USA
Meeting Type: Annual Ticker: FFIC
Primary ISIN: US3438731057 Primary SEDOL: 2360111
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SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Flushing Financial Corporation
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Steven J. D'Iorio Mgmt For Against
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt Against For Elect Director Louis C. Grassi 1b
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Sam S. Han 1c
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Elect Director John E. Roe, Sr. 1d
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify BDO USA, LLP as Auditors 3
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SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
FMC Corporation Meeting Date: 04/24/2018 Country: USA
Meeting Type: Annual Ticker: FMC
Primary ISIN: US3024913036 Primary SEDOL: 2328603
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Pierre Brondeau Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director Eduardo E. Cordeiro 1b
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Withhold For Elect Director G. Peter D'Aloia 1c
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, this director is not sufficiently independent to serve as the independent lead director. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. Lastly, the board should act with accountability to the investors it represents and take action on majority shareholder votes.
Mgmt Withhold For Elect Director C. Scott Greer 1d
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director K'Lynne Johnson 1e
Mgmt For For Elect Director Dirk A. Kempthorne 1f
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Paul J. Norris 1g
Mgmt For For Elect Director Margareth Ovrum 1h
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Robert C. Pallash 1i
Mgmt For For Elect Director William H. Powell 1j
Mgmt For For Elect Director Vincent R. Volpe, Jr. 1k
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Ratify KPMG LLP as Auditors 2
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
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SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
FMC Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Sseverance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Fonar Corporation Meeting Date: 06/11/2018 Country: USA
Meeting Type: Annual Ticker: FONR
Primary ISIN: US3444374058 Primary SEDOL: B1W52D6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Raymond V. Damadian Mgmt For For
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities. Furthermore, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Moreover, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders
Mgmt For For Elect Director Claudette J.V. Chan 1.2
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt Withhold For Elect Director Robert J. Janoff 1.3
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Withhold For Elect Director Charles N. O'Data 1.4
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Ronald G. Lehman 1.5
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Page 905 of 2,968
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Fonar Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Ratify Marcum LLP as Auditors 3
Mgmt Against For Other Business 4
Voter Rationale: Any Other Business should not be a voting item.
Fonciere des Regions Meeting Date: 04/19/2018 Country: France
Meeting Type: Annual/Special Ticker: FDR
Primary ISIN: FR0000064578 Primary SEDOL: 7745638
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 4.50 per Share
3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions
4
Mgmt Against For Approve Severance Agreement with Dominique Ozanne, Vice CEO
5
Voter Rationale: If granted, payments to former executives should be subject to appropriate performance targets and triggering events that are in line with market best practice.
Mgmt For For Approve Remuneration Policy of Chairman of the Board
6
Mgmt For For Approve Remuneration Policy of CEO 7
Mgmt For For Approve Remuneration Policy of Vice CEOs 8
Mgmt For For Approve Compensation of Jean Laurent, Chairman of the Board
9
Page 906 of 2,968
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Fonciere des Regions Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Approve Compensation of Christophe Kullmann , CEO
10
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Compensation of Olivier Esteve , Vice CEO
11
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Reelect ACM Vie as Director 12
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt Against For Reelect Romolo Bardin as Director 13
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Delphine Benchetrit as Director 14
Mgmt Against For Reelect Sigrid Duhamel as Director 15
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt For For Renew Appointment of Mazars as Auditor 16
Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 800,000
17
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
18
Mgmt Extraordinary Business
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 22.4 Million for Bonus Issue or Increase in Par Value
19
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
20
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 56 Million
21
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 22.4 Million
22
Mgmt For For Authorize Capital Increase of Up to 10 Percent of Issued Capital for Future Exchange Offers
23
Mgmt For For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind
24
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
25
Page 907 of 2,968
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Fonciere des Regions Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Authorize Filing of Required Documents/Other Formalities
26
Ford Motor Company Meeting Date: 05/10/2018 Country: USA
Meeting Type: Annual Ticker: F
Primary ISIN: US3453708600 Primary SEDOL: 2615468
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Stephen G. Butler Mgmt For Against
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Against For Elect Director Kimberly A. Casiano 1b
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Anthony F. Earley, Jr. 1c
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Against For Elect Director Edsel B. Ford, II 1d
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director William Clay Ford, Jr. 1e
Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Page 908 of 2,968
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Ford Motor Company Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director James P. Hackett 1f
Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders
Mgmt For For Elect Director William W. Helman, IV 1g
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director William E. Kennard 1h
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director John C. Lechleiter 1i
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Against For Elect Director Ellen R. Marram 1j
Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. Additionally, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Elect Director John L. Thornton 1k
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director John B. Veihmeyer 1l
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Lynn M. Vojvodich 1m
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director John S. Weinberg 1n
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Page 909 of 2,968
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Ford Motor Company Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Omnibus Stock Plan 4
Voter Rationale: Plan renewal should be subject to shareholder approval. In addition, this plan could lead to excessive dilution. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
SH For Against Approve Recapitalization Plan for all Stock to Have One-vote per Share
5
Voter Rationale: "One share, one vote" is a fundamental element of good corporate governance. Companies should not create shares with impaired or enhanced voting rights.
SH For Against Report on Lobbying Payments and Policy 6
Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.
SH For Against Report on Fleet GHG Emissions in Relation to CAFE Standards
7
Voter Rationale: Climate change presents ongoing and serious long-term operational and regulatory risks that can impact shareholder value. The company should assess and set goals to address its greenhouse gas emissions. This is particularly important given the need for individual corporate action given the regulatory vacuum on this important issue in the United States.
SH For Against Transparent Political Spending 8
Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.
FORESTAR GROUP INC. Meeting Date: 05/08/2018 Country: USA
Meeting Type: Annual Ticker: FOR
Primary ISIN: US3462321015 Primary SEDOL: BF16ZX9
Proposal Number
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Proposal Text
Mgmt Rec
Vote Instruction
1A Elect Director Samuel R. Fuller Mgmt For Against
Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Page 910 of 2,968
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
FORESTAR GROUP INC. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director M. Ashton Hudson 1B
Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval.
Mgmt For For Elect Director G.F. (Rick) Ringler, III 1C
Mgmt For For Elect Director Donald C. Spitzer 1D
Voter Rationale: In the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.
Mgmt For For Elect Director Donald J. Tomnitz 1E
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Mgmt Against For Approve Omnibus Stock Plan 3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Mgmt For For Ratify Ernst & Young LLP as Auditors 4
FormFactor, Inc. Meeting Date: 05/18/2018 Country: USA
Meeting Type: Annual Ticker: FORM
Primary ISIN: US3463751087 Primary SEDOL: 2891826
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1A Elect Director Richard DeLateur Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Edward Rogas, Jr. 1B
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Page 911 of 2,968
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FormFactor, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Ratify KPMG LLP as Auditors 3
Mgmt For For Amend Qualified Employee Stock Purchase Plan 4
Formosa Plastics Corp. Meeting Date: 06/20/2018 Country: Taiwan
Meeting Type: Annual Ticker: 1301
Primary ISIN: TW0001301000 Primary SEDOL: 6348544
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Financial Statements Mgmt For For
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Plan on Profit Distribution 2
Mgmt For For Approve Amendments to Articles of Association 3
Mgmt For For Amendments to Trading Procedures Governing Derivatives Products
4
Mgmt ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
Mgmt Against For Elect JASON LIN, with ID No.D100660XXX as Non-independent Director
5.1
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, for companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.
Mgmt Against For Elect WILLIAM WONG, a Representative of FORMOSA CHEMICALS AND FIBRE CORPORATION, with SHAREHOLDER NO.0006400, as Non-independent Director
5.2
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Page 912 of 2,968
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Formosa Plastics Corp. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect SUSAN WANG, a Representative of NAN YA PLASTICS CORPORATION, with SHAREHOLDER NO.0006145, as Non-independent Director
5.3
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt Against For Elect WILFRED WANG, a Representative of FORMOSA PETROCHEMICAL CORPORATION, with SHAREHOLDER NO.0558432, as Non-independent Director
5.4
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect C. T. LEE, with SHAREHOLDER NO.0006190 as Non-independent Director
5.5
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect CHER WANG, with SHAREHOLDER NO.0771725 as Non-independent Director
5.6
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt Against For Elect RALPH HO, with SHAREHOLDER NO.0000038 as Non-independent Director
5.7
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect K. H. WU, with SHAREHOLDER NO.0055597 as Non-independent Director
5.8
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt For For Elect K. L. HUANG, with SHAREHOLDER NO.0417050 as Non-independent Director
5.9
Mgmt For For Elect CHENG-CHUNG CHENG, with ID No.A102215XXX as Non-independent Director
5.10
Mgmt For For Elect JERRY LIN, with ID No.R121640XXX as Non-independent Director
5.11
Mgmt For For Elect CHING-LIAN HUANG, with ID No.R101423XXX as Non-independent Director
5.12
Mgmt For For Elect C. L.WEI, with ID No.J100196XXX as Independent Director
5.13
Mgmt For For Elect C. J. WU, with ID No.R101312XXX as Independent Director
5.14
Mgmt For For Elect YEN-HSIANG SHIH, with ID No.B100487XXX as Independent Director
5.15
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Formosa Plastics Corp. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Approve Release of Restrictions of Competitive Activities of Newly Appointed Directors and Representatives
6
Voter Rationale: A vote against is warranted because there is lack of disclosure on the pertinent details of the proposal.
Forrester Research, Inc. Meeting Date: 05/08/2018 Country: USA
Meeting Type: Annual Ticker: FORR
Primary ISIN: US3465631097 Primary SEDOL: 2398855
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Jean M. Birch Mgmt For For
Mgmt For For Elect Director David Boyce 1.2
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Neil Bradford 1.3
Mgmt For For Elect Director George F. Colony 1.4
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Also, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director Anthony Friscia 1.5
Mgmt Withhold For Elect Director Robert M. Galford 1.6
Voter Rationale: This director is not sufficiently independent to serve as the independent lead director.
Mgmt For For Elect Director Gretchen G. Teichgraeber 1.7
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Yvonne Wassenaar 1.8
Mgmt For For Amend Qualified Employee Stock Purchase Plan 2
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Forrester Research, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
4
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Fortinet, Inc. Meeting Date: 06/22/2018 Country: USA
Meeting Type: Annual Ticker: FTNT
Primary ISIN: US34959E1091 Primary SEDOL: B5B2106
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Declassify the Board of Directors Mgmt For For
Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.
Mgmt For For Elect Director Ken Xie 2.1
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director Gary Locke 2.2
Mgmt For For Elect Director Judith Sim 2.3
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
4
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Fortive Corporation Meeting Date: 06/05/2018 Country: USA
Meeting Type: Annual Ticker: FTV
Primary ISIN: US34959J1088 Primary SEDOL: BYT3MK1
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Fortive Corporation
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1A Elect Director Feroz Dewan Mgmt For Against
Voter Rationale: We have concerns given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents which adversely impact shareholder rights.
Mgmt For For Elect Director James A. Lico 1B
Mgmt For For Ratify Ernst and Young LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt Against For Amend Omnibus Stock Plan 4
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Fortune Brands Home & Security, Inc. Meeting Date: 05/01/2018 Country: USA
Meeting Type: Annual Ticker: FBHS
Primary ISIN: US34964C1062 Primary SEDOL: B3MC7D6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Ann F. Hackett Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director John G. Morikis 1b
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Ronald V. Waters, III 1c
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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Fortune Brands Home & Security, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Fortune Real Estate Investment Trust Meeting Date: 04/27/2018 Country: Singapore
Meeting Type: Annual Ticker: F25U
Primary ISIN: SG1O33912138 Primary SEDOL: 6677174
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Adopt Trustee's Report, Statement by the Manager, Audited Financial Statements and Auditors' Report
Mgmt For For
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Deloitte & Touche LLP and Deloitte Touche Tohmatsu as Auditors and Authorize Manager to Fix Their Remuneration
2
Mgmt For For Elect Chiu Kwok Hung, Justin as Director 3
Mgmt For For Elect Lim Hwee Chiang as Director 4
Mgmt For For Elect Ma Lai Chee, Gerald as Director 5
Mgmt For For Elect Koh Poh Wah as Director 6
Mgmt For For Authorize Unit Repurchase Program 7
Fortune Real Estate Investment Trust Meeting Date: 04/27/2018 Country: Singapore
Meeting Type: Special Ticker: F25U
Primary ISIN: SG1O33912138 Primary SEDOL: 6677174
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Fortune Real Estate Investment Trust
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Waiver Extension Including the Proposed New Annual Caps
Mgmt For For
Mgmt For For Approve Expanded Investment Scope Regarding Geographical Scope Together with Geographical Scope Amendments
2
Mgmt For For Approve Expanded Investment Scope Regarding Property Development and Related Activities Together with Property Development Amendments
3
Mgmt Against For Approve Expanded Investment Scope Regarding Relevant Investments Together with Relevant Investments Amendments
4
Voter Rationale: We think expansion of investment scope into financial instruments would expose the trust to unnecessary risks.
Forum Energy Technologies, Inc. Meeting Date: 05/15/2018 Country: USA
Meeting Type: Annual Ticker: FET
Primary ISIN: US34984V1008 Primary SEDOL: B4K4F48
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Michael McShane Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Terence M. O'Toole 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Louis A. Raspino 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director John Schmitz 1.4
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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Forum Energy Technologies, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
Forward Air Corporation Meeting Date: 05/15/2018 Country: USA
Meeting Type: Annual Ticker: FWRD
Primary ISIN: US3498531017 Primary SEDOL: 2510790
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Ronald W. Allen Mgmt For For
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Ana B. Amicarella 1.2
Mgmt For For Elect Director Valerie A. Bonebrake 1.3
Mgmt For For Elect Director Bruce A. Campbell 1.4
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt Withhold For Elect Director C. Robert Campbell 1.5
Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. Additionally, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director R. Craig Carlock 1.6
Mgmt Withhold For Elect Director C. John Langley, Jr. 1.7
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Forward Air Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director G. Michael Lynch 1.8
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Fossil Group, Inc. Meeting Date: 05/23/2018 Country: USA
Meeting Type: Annual Ticker: FOSL
Primary ISIN: US34988V1061 Primary SEDOL: BBGT609
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Mark R. Belgya Mgmt For For
Mgmt For For Elect Director William B. Chiasson 1.2
Mgmt For For Elect Director Mauria A. Finley 1.3
Mgmt For For Elect Director Kosta N. Kartsotis 1.4
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director Diane L. Neal 1.5
Mgmt For For Elect Director Thomas M. Nealon 1.6
Mgmt For For Elect Director James E. Skinner 1.7
Mgmt For For Elect Director Gail B. Tifford 1.8
Mgmt For For Elect Director James M. Zimmerman 1.9
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Fossil Group, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Amend Omnibus Stock Plan 3
Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, this plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 4
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Foster Electric Co. Ltd. Meeting Date: 06/21/2018 Country: Japan
Meeting Type: Annual Ticker: 6794
Primary ISIN: JP3802800007 Primary SEDOL: 6349008
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 35
Mgmt For For
Four Corners Property Trust, Inc. Meeting Date: 06/15/2018 Country: USA
Meeting Type: Annual Ticker: FCPT
Primary ISIN: US35086T1097 Primary SEDOL: BZ16HK0
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director William H. Lenehan Mgmt For For
Mgmt For For Elect Director Douglas B. Hansen 1b
Page 921 of 2,968
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Four Corners Property Trust, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director John S. Moody 1c
Mgmt For For Elect Director Marran H. Ogilvie 1d
Mgmt For For Elect Director Paul E. Szurek 1e
Mgmt For For Elect Director Charles L. Jemley 1f
Mgmt For For Elect Director Eric S. Hirschhorn 1g
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the remuneration committee should not allow vesting of incentive awards for below median performance. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Fox Factory Holding Corp. Meeting Date: 05/03/2018 Country: USA
Meeting Type: Annual Ticker: FOXF
Primary ISIN: US35138V1026 Primary SEDOL: BCRY5K3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Michael Dennison Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Ted Waitman 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify Grant Thornton LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
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Fox Factory Holding Corp. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
FP Corporation Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 7947
Primary ISIN: JP3167000003 Primary SEDOL: 6329947
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Articles to Indemnify Directors Mgmt For For
Mgmt For For Elect Director Sato, Morimasa 2.1
Mgmt Against For Elect Director Takanishi, Tomoki 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nagai, Nobuyuki 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ikegami, Isao 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Uegakiuchi, Shoji 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yasuda, Kazuyuki 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Oka, Koji 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Sato, Osamu 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nagao, Hidetoshi 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Mgmt Against For Elect Director Kobayashi, Kenji 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tawara, Takehiko 2.11
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fukiyama, Iwao 2.12
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nishimura, Kimiko 2.13
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Takahashi, Masanobu 2.14
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director and Audit Committee Member Sueyoshi, Takejiro
3.1
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.The audit committee should be majority independent – and companies should strive to make them fully independent.
Mgmt Against For Elect Director and Audit Committee Member Midorikawa, Masahiro
3.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.The audit committee should be majority independent - and companies should strive to make them fully independent.
Mgmt Against For Elect Director and Audit Committee Member Nakai, Toshiro
3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.The audit committee should be majority independent - and companies should strive to make them fully independent.
Mgmt Against For Elect Director and Audit Committee Member Matsumoto, Shuichi
3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.The audit committee should be majority independent - and companies should strive to make them fully independent.
FRANCE BED HOLDINGS CO LTD Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 7840
Primary ISIN: JP3826500005 Primary SEDOL: 6744056
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Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 12.5
Mgmt For For
Mgmt For For Amend Articles to Remove Some Provisions on Advisory Positions
2
Mgmt Against For Elect Director Ikeda, Shigeru 3.1
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Kadota, Kazumi 3.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shimada, Tsutomu 3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ueda, Takashi 3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ikeda, Kazumi 3.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director and Audit Committee Member Kimura, Akihito
4.1
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director and Audit Committee Member Watanabe, Fumio
4.2
Mgmt For For Elect Director and Audit Committee Member Nakamura, Shuichi
4.3
Mgmt For For Elect Alternate Director and Audit Committee Member Watanabe, Satoshi
5
Francesca's Holding Corporation Meeting Date: 05/31/2018 Country: USA
Meeting Type: Annual Ticker: FRAN
Primary ISIN: US3517931040 Primary SEDOL: B4RM4H1
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Francesca's Holding Corporation
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Patricia Bender Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt For For Elect Director Joseph O'Leary 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt For For Elect Director Marie Toulantis 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Franklin Electric Co., Inc. Meeting Date: 05/04/2018 Country: USA
Meeting Type: Annual Ticker: FELE
Primary ISIN: US3535141028 Primary SEDOL: 2350383
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Gregg C. Sengstack Mgmt For For
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt Against For Elect Director David M. Wathen 1b
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, this director is not sufficiently independent to serve as the independent lead director. Moreover, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Franklin Financial Network, Inc. Meeting Date: 05/24/2018 Country: USA
Meeting Type: Annual Ticker: FSB
Primary ISIN: US35352P1049 Primary SEDOL: B84SJL9
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Jimmy E. Allen Mgmt For For
Mgmt For For Elect Director Henry W. Brockman, Jr. 1.2
Mgmt For For Elect Director Richard E. Herrington 1.3
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director David H. Kemp 1.4
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Proponent
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Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Anil C. Patel 1.5
Mgmt For For Elect Director Pamela J. Stephens 1.6
Mgmt For For Elect Director Melody J. Sullivan 1.7
Mgmt For For Elect Director Gregory E. Waldron 1.8
Mgmt For For Elect Director Benjamin P. Wynd 1.9
Mgmt For For Ratify Crowe Horwath LLP as Auditors 2
Franklin Street Properties Corp. Meeting Date: 05/10/2018 Country: USA
Meeting Type: Annual Ticker: FSP
Primary ISIN: US35471R1068 Primary SEDOL: B02T2D1
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director John N. Burke Mgmt For Withhold
Mgmt Withhold For Elect Director Kenneth A. Hoxsie 1.2
Mgmt Withhold For Elect Director Kathryn P. O'Neil 1.3
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Frank's International N.V. Meeting Date: 05/23/2018 Country: Netherlands
Meeting Type: Annual Ticker: FI
Primary ISIN: NL0010556684 Primary SEDOL: BCRY5H0
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Michael C. Kearney Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director William B. Berry 1b
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Proponent
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Mgmt For For Elect Director Robert W. Drummond 1c
Mgmt For For Elect Director Michael E. McMahon 1d
Mgmt For For Elect Director D. Keith Mosing 1e
Mgmt For For Elect Director Kirkland D. Mosing 1f
Mgmt For For Elect Director S. Brent Mosing 1g
Mgmt For For Elect Director Alexander Vriesendorp 1h
Mgmt For For Adopt Financial Statements and Statutory Reports
2
Mgmt For For Approve Discharge of Supervisory Board 3
Mgmt For For Approve Discharge of Management Board 4
Mgmt For For Ratify KPMG Accountants N.V. as Auditors 5
Mgmt For For Ratify KPMG LLP as Auditors 6
Mgmt For For Approve Remuneration of Supervisory Board 7
Mgmt For For Authorize Management to Repurchase Shares 8
Fraport AG Frankfurt Airport Services Worldwide Meeting Date: 05/29/2018 Country: Germany
Meeting Type: Annual Ticker: FRA
Primary ISIN: DE0005773303 Primary SEDOL: 7107551
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2017 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.50 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2017
3
Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2017
4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal 2018
5
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Fraport AG Frankfurt Airport Services Worldwide Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Uwe Becker to the Supervisory Board 6.1
Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Moreover, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.
Mgmt For For Elect Kathrin Dahnke to the Supervisory Board 6.2
Mgmt Against For Elect Peter Feldmann to the Supervisory Board 6.3
Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Moreover, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.
Mgmt Against For Elect Peter Gerber to the Supervisory Board 6.4
Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.
Mgmt For For Elect Margarete Haase to the Supervisory Board 6.5
Mgmt Against For Elect Frank-Peter Kaufmann to the Supervisory Board
6.6
Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Moreover, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.
Mgmt Against For Elect Lothar Klemm to the Supervisory Board 6.7
Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Moreover, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.
Mgmt Against For Elect Michael Odenwald to the Supervisory Board
6.8
Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.
Mgmt Against For Elect Karlheinz Weimar to the Supervisory Board 6.9
Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Katja Windt to the Supervisory Board 6.10
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Fred's, Inc. Meeting Date: 06/25/2018 Country: USA
Meeting Type: Annual Ticker: FRED
Primary ISIN: US3561081007 Primary SEDOL: 2354385
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Heath B. Freeman Mgmt For For
Mgmt For For Elect Director Timothy A. Barton 1.2
Voter Rationale: Companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt For For Elect Director Dana Goldsmith Needleman 1.3
Mgmt For For Elect Director Steven B. Rossi 1.4
Voter Rationale: Companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt For For Elect Director Thomas E. Zacharias 1.5
Mgmt For For Ratify BDO USA, LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Mgmt For For Amend NOL Rights Plan (NOL Pill) 4
Freeport-McMoRan Inc. Meeting Date: 06/05/2018 Country: USA
Meeting Type: Annual Ticker: FCX
Primary ISIN: US35671D8570 Primary SEDOL: 2352118
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Richard C. Adkerson Mgmt For For
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Proponent
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Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Gerald J. Ford 1.2
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Director Lydia H. Kennard 1.3
Mgmt For For Elect Director Jon C. Madonna 1.4
Mgmt Against For Elect Director Courtney Mather 1.5
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Director Dustan E. McCoy 1.6
Mgmt For For Elect Director Frances Fragos Townsend 1.7
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Further, the remuneration committee should not allow vesting of incentive awards for below median performance.
FreightCar America, Inc. Meeting Date: 05/10/2018 Country: USA
Meeting Type: Annual Ticker: RAIL
Primary ISIN: US3570231007 Primary SEDOL: B06T0P5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director James D. Cirar Mgmt For Withhold
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. Moreover, executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
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FreightCar America, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Malcom F. Moore 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director James R. Meyer 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Omnibus Stock Plan 3
Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Moreover, this plan could lead to excessive dilution. Also, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 4
Fresenius Medical Care AG & Co. KGAA Meeting Date: 05/17/2018 Country: Germany
Meeting Type: Annual Ticker: FME
Primary ISIN: DE0005785802 Primary SEDOL: 5129074
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account. Moreover, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.06 per Share
2
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Fresenius Medical Care AG & Co. KGAA Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Approve Discharge of Personally Liable Partner for Fiscal 2017
3
Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2017
4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2018 5
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Amend Articles of Association 6
Fresh Del Monte Produce Inc. Meeting Date: 05/02/2018 Country: Cayman Islands
Meeting Type: Annual Ticker: FDP
Primary ISIN: KYG367381053 Primary SEDOL: 2118707
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Mohammad Abu-Ghazaleh Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt Against For Elect Director John H. Dalton 1b
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Moreover, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the lack of a robust anti-pledging policy is concerning and raises questions about audit committee effectiveness in carrying out its risk oversight function.  We encourage the committee to adopt a policy ideally prohibiting or severely restricting the pledging of company shares by executives. Lastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt For For Elect Director Ahmad Abu-Ghazaleh 1c
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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Fresh Del Monte Produce Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Accept Financial Statements and Statutory Reports
2
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Mgmt For For Approve Dividends 4
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
5
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
FRP Holdings, Inc. Meeting Date: 05/14/2018 Country: USA
Meeting Type: Annual Ticker: FRPH
Primary ISIN: US30292L1070 Primary SEDOL: BTCB1W2
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Sale of Company Assets Mgmt For For
Mgmt Against For Advisory Vote on Golden Parachutes 2
Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Also, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt For For Adjourn Meeting 3
Mgmt For For Elect Director John D. Baker, II 4.1
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Also, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
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FRP Holdings, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director Charles E. Commander, III 4.2
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, this director is not sufficiently independent to serve as the independent lead director.
Mgmt Withhold For Elect Director H. W. Shad, III 4.3
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Withhold For Elect Director Martin E. Stein, Jr. 4.4
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director William H. Walton, III 4.5
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Ratify Hancock Askew & Co., LLP as Auditors 5
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
6
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
FS Bancorp, Inc. Meeting Date: 05/17/2018 Country: USA
Meeting Type: Annual Ticker: FSBW
Primary ISIN: US30263Y1047 Primary SEDOL: B4Z5FD5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Joseph C. Adams Mgmt For For
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Joseph P. Zavaglia 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Omnibus Stock Plan 3
Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, this plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify Moss Adams LLP as Auditors 4
FTD Companies, Inc. Meeting Date: 06/05/2018 Country: USA
Meeting Type: Annual Ticker: FTD
Primary ISIN: US30281V1089 Primary SEDOL: BFLR7Y7
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Mir Aamir Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Withhold For Elect Director James T. Armstrong 1.2
Voter Rationale: WITHHOLD votes are warranted for incumbent director nominees James Armstrong and Candace Duncan, in the absence of a say-on-pay proposal or compensation committee members on the ballot, due to pay-for-performance concerns driven by problematic equity grant practices.
Mgmt Withhold For Elect Director Candace H. Duncan 1.3
Voter Rationale: WITHHOLD votes are warranted for incumbent director nominees James Armstrong and Candace Duncan, in the absence of a say-on-pay proposal or compensation committee members on the ballot, due to pay-for-performance concerns driven by problematic equity grant practices.
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FTD Companies, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Mgmt Against For Amend Omnibus Stock Plan 3
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Also, this plan could lead to excessive dilution. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
FTI Consulting, Inc. Meeting Date: 06/06/2018 Country: USA
Meeting Type: Annual Ticker: FCN
Primary ISIN: US3029411093 Primary SEDOL: 2351449
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Brenda J. Bacon Mgmt For For
Mgmt For For Elect Director Mark S. Bartlett 1b
Mgmt For For Elect Director Claudio Costamagna 1c
Mgmt For For Elect Director Vernon Ellis 1d
Mgmt For For Elect Director Nicholas C. Fanandakis 1e
Mgmt For For Elect Director Steven H. Gunby 1f
Mgmt Against For Elect Director Gerard E. Holthaus 1g
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Laureen E. Seeger 1h
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
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Fudo Tetra Corp. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 1813
Primary ISIN: JP3825600004 Primary SEDOL: 6355005
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 5
Mgmt For For
Mgmt For For Approve Reverse Stock Split to Comply with Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split
2
Mgmt For For Elect Director Takehara, Yuji 3.1
Mgmt For For Elect Director Okuda, Shinya 3.2
Mgmt Against For Elect Director Yamashita, Akira 3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakanishi, Tsutomu 3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hososaka, Shinichiro 3.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Obayashi, Jun 3.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director and Audit Committee Member Matsumura, Masahiro
4.1
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director and Audit Committee Member Nagata, Seiichi
4.2
Mgmt For For Elect Director and Audit Committee Member Terasawa, Susumu
4.3
Mgmt For For Elect Director and Audit Committee Member Kuroda, Kiyoyuki
4.4
Fuji Co., Ltd. (8278) Meeting Date: 05/17/2018 Country: Japan
Meeting Type: Annual Ticker: 8278
Primary ISIN: JP3807400001 Primary SEDOL: 6356246
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Fuji Co., Ltd. (8278)
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 10
Mgmt For For
Mgmt For For Amend Articles to Clarify Director Authority on Shareholder Meetings
2
Fuji Corp Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 6134
Primary ISIN: JP3809200003 Primary SEDOL: 6356592
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 20
Mgmt For For
Mgmt For For Elect Director Soga, Nobuyuki 2.1
Mgmt Against For Elect Director Suhara, Shinsuke 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kodama, Seigo 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kawai, Takayoshi 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tatsumi, Mitsuji 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ezaki, Hajime 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Sugiura, Masaaki 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Kawai, Nobuko 2.8
Mgmt For For Elect Director Sasaki, Gen 2.9
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Fuji Corp Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Appoint Statutory Auditor Kuroyanagi, Yoshiaki 3
Mgmt For For Appoint Alternate Statutory Auditor Abe, Masaaki
4
Fuji Electric Co., Ltd. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 6504
Primary ISIN: JP3820000002 Primary SEDOL: 6356365
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Reverse Stock Split to Comply with Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split
Mgmt For For
Mgmt For For Elect Director Kitazawa, Michihiro 2.1
Mgmt Against For Elect Director Sugai, Kenzo 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Abe, Michio 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tomotaka, Masatsugu 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Arai, Junichi 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Tamba, Toshihito 2.6
Mgmt Against For Elect Director Tachikawa, Naomi 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Hayashi, Yoshitsugu 2.8
Mgmt Against For Appoint Statutory Auditor Okuno, Yoshio 3
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Fuji Kyuko Co. Ltd. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 9010
Primary ISIN: JP3810400006 Primary SEDOL: 6356495
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 15.5
Mgmt For For
Mgmt For For Amend Articles to Amend Business Lines - Reduce Directors' Term
2
Mgmt For For Elect Director Horiuchi, Koichiro 3.1
Mgmt Against For Elect Director Horiuchi, Tetsuo 3.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Uno, Ikuo 3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Suzuki, Kaoru 3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Omata, Kenji 3.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hirose, Masanori 3.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Furuya, Tsuyoshi 3.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Appoint Statutory Auditor Kobayashi, Masayuki 4
Mgmt Against For Approve Trust-Type Equity Compensation Plan 5
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Fuji Oil Holdings Inc. Meeting Date: 06/21/2018 Country: Japan
Meeting Type: Annual Ticker: 2607
Primary ISIN: JP3816400000 Primary SEDOL: 6356848
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Fuji Oil Holdings Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 25
Mgmt For For
Mgmt For For Elect Director Shimizu, Hiroshi 2.1
Mgmt Against For Elect Director Sakai, Mikio 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Matsumoto, Tomoki 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Omori, Tatsuji 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Sumiya, Takehiko 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kadota, Takashi 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kida, Haruyasu 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Mishina, Kazuhiro 2.8
Mgmt For For Elect Director Ueno, Yuko 2.9
Mgmt For For Appoint Alternate Statutory Auditor Fukuda, Tadashi
3
Fuji Seal International Inc. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 7864
Primary ISIN: JP3813800004 Primary SEDOL: 6083704
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Articles to Amend Business Lines - Clarify Director Authority on Shareholder Meetings - Indemnify Directors
Mgmt For For
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Fuji Seal International Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Kato, Fumio 2.1
Mgmt For For Elect Director Toyama, Akira 2.2
Mgmt For For Elect Director Shioji, Hiromi 2.3
Mgmt For For Elect Director Maki, Tatsundo 2.4
Mgmt For For Elect Director Okazaki, Shigeko 2.5
Mgmt For For Elect Director Sonoda, Takato 2.6
Mgmt For For Elect Director Furusawa, Rikio 2.7
Mgmt For For Elect Director Aikawa, Ritsuo 2.8
Mgmt For For Elect Director Shirokawa, Masayuki 2.9
Fujibo Holdings Inc. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 3104
Primary ISIN: JP3820800005 Primary SEDOL: 6356600
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 100
Mgmt For For
Mgmt For For Elect Director Nakano, Mitsuo 2.1
Mgmt For For Elect Director Aoki, Takao 2.2
Mgmt For For Elect Director Yoshida, Kazushi 2.3
Mgmt For For Elect Director Kihara, Katsushi 2.4
Mgmt For For Elect Director Fujioka, Toshifumi 2.5
Mgmt For For Elect Director Nakano, Masao 2.6
Mgmt For For Elect Director Kayata, Taizo 2.7
Mgmt For For Elect Director Hideshima, Nobuya 2.8
Mgmt Against For Appoint Statutory Auditor Tohara, Takeo 3
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Fujicco Co. Ltd. Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 2908
Primary ISIN: JP3818700001 Primary SEDOL: 6355113
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, With a Final Dividend of JPY 18
Mgmt For For
Mgmt For For Approve Accounting Transfers 2
Mgmt For For Elect Director Fukui, Masakazu 3.1
Mgmt Against For Elect Director Okuhira, Takenori 3.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kagotani, Kazunori 3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ishida, Yoshitaka 3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yamada, Katsushige 3.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Arata, Kazuyuki 3.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Watanabe, Shotaro 3.7
Mgmt Against For Elect Director and Audit Committee Member Fujisawa, Akira
4.1
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.The audit committee should be majority independent and companies should strive to make them fully independent.
Mgmt Against For Elect Director and Audit Committee Member Ishida, Akira
4.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.The audit committee should be majority independent and companies should strive to make them fully independent.
Mgmt For For Elect Director and Audit Committee Member Hikino, Takashi
4.3
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FUJIFILM Holdings Corp. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 4901
Primary ISIN: JP3814000000 Primary SEDOL: 6356525
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, With a Final Dividend of JPY 37.5
Mgmt For For
Mgmt For For Elect Director Komori, Shigetaka 2.1
Mgmt For For Elect Director Sukeno, Kenji 2.2
Mgmt For For Elect Director Tamai, Koichi 2.3
Mgmt For For Elect Director Kawada, Tatsuo 2.4
Mgmt For For Elect Director Kaiami, Makoto 2.5
Mgmt For For Elect Director Kitamura, Kunitaro 2.6
Mgmt For For Elect Director Iwasaki, Takashi 2.7
Mgmt For For Elect Director Okada, Junji 2.8
Mgmt For For Elect Director Goto, Teiichi 2.9
Mgmt For For Elect Director Eda, Makiko 2.10
Mgmt For For Appoint Statutory Auditor Sugita, Naohiko 3
Mgmt For For Approve Compensation Ceiling for Directors 4
Fujikura Ltd. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 5803
Primary ISIN: JP3811000003 Primary SEDOL: 6356707
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 7
Mgmt For For
Mgmt For For Elect Director Ito, Masahiko 2.1
Mgmt Against For Elect Director Wada, Akira 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Fujikura Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Sasagawa, Akira 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hosoya, Hideyuki 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kitajima, Takeaki 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Takizawa, Takashi 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ito, Tetsu 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Joseph E. Gallagher 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kobayashi, Ikuo 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Fujimi Inc. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 5384
Primary ISIN: JP3820900003 Primary SEDOL: 6355276
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 38
Mgmt For For
Mgmt Against For Approve Takeover Defense Plan (Poison Pill) 2
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Mgmt For For Elect Director Seki, Keishi 3.1
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Fujimi Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Ito, Hirokazu 3.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Suzuki, Akira 3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Owaki, Toshiki 3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Suzuki, Katsuhiro 3.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Kawashita, Masami 3.6
Mgmt For For Elect Director Asai, Yoshitsugu 3.7
Mgmt For For Appoint Statutory Auditor Fujikawa, Yoshiaki 4
Mgmt For For Appoint Alternate Statutory Auditor Hayashi, Nobufumi
5
Fujimori Kogyo Co. Meeting Date: 06/20/2018 Country: Japan
Meeting Type: Annual Ticker: 7917
Primary ISIN: JP3821000001 Primary SEDOL: 6355180
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 33
Mgmt For For
Mgmt For For Elect Director Fujimori, Akihiko 2.1
Mgmt Against For Elect Director Fujimori, Nobuhiko 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Fuyama, Eishi 2.3
Mgmt Against For Elect Director Yoshino, Akijiro 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Fujimori Kogyo Co. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Shiomi, Kimihiko 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fujimori, Yukihiko 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Saga, Hiroshi 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Oe, Tetsuro 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director and Audit Committee Member Cho, Shuka
3.1
Mgmt For For Elect Director and Audit Committee Member Kobayashi, Eizo
3.2
Mgmt For For Elect Director and Audit Committee Member Sakai, Manabu
3.3
Fujitec Co. Ltd. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 6406
Primary ISIN: JP3818800009 Primary SEDOL: 6356826
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 20
Mgmt For For
Mgmt For For Elect Director Uchiyama, Takakazu 2.1
Mgmt For For Elect Director Okada, Takao 2.2
Mgmt For For Elect Director Kato, Yoshiichi 2.3
Mgmt For For Elect Director Asano, Takashi 2.4
Mgmt For For Elect Director Saeki, Terumichi 2.5
Mgmt For For Elect Director Sugita, Nobuki 2.6
Mgmt For For Elect Director Yamazoe, Shigeru 2.7
Mgmt For For Appoint Statutory Auditor Ishikawa, Kenichi 3
Page 949 of 2,968
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Fujitsu General Ltd. Meeting Date: 06/21/2018 Country: Japan
Meeting Type: Annual Ticker: 6755
Primary ISIN: JP3818400008 Primary SEDOL: 6364283
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 12
Mgmt For For
Mgmt For For Elect Director Murashima, Junichi 2.1
Mgmt For For Elect Director Saito, Etsuro 2.2
Mgmt Against For Elect Director Niwayama, Hiroshi 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Sakamaki, Hisashi 2.4
Mgmt For For Elect Director Terasaka, Fumiaki 2.5
Mgmt For For Elect Director Kuwayama, Mieko 2.6
Mgmt Against For Elect Director Hirose, Toshio 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kosuda, Tsunenao 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ebisawa, Hisaji 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yamaichi, Norio 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yokoyama, Hiroyuki 2.11
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Sugiyama, Masaki 2.12
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hasegawa, Tadashi 2.13
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Appoint Statutory Auditor Hirose, Yoichi 3
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 950 of 2,968
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Fujitsu General Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Appoint Alternate Statutory Auditor Murashima, Toshihiro
4
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mgmt For For Approve Annual Bonus 5
Fujitsu Ltd. Meeting Date: 06/25/2018 Country: Japan
Meeting Type: Annual Ticker: 6702
Primary ISIN: JP3818000006 Primary SEDOL: 6356945
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Tanaka, Tatsuya Mgmt For For
Mgmt For For Elect Director Taniguchi, Norihiko 1.2
Mgmt For For Elect Director Tsukano, Hidehiro 1.3
Mgmt For For Elect Director Duncan Tait 1.4
Mgmt For For Elect Director Yamamoto, Masami 1.5
Mgmt For For Elect Director Yokota, Jun 1.6
Mgmt For For Elect Director Mukai, Chiaki 1.7
Mgmt For For Elect Director Abe, Atsushi 1.8
Mgmt For For Elect Director Kojima, Kazuto 1.9
Mgmt For For Elect Director Kojo, Yoshiko 1.10
Mgmt For For Approve Reverse Stock Split to Comply with Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split
2
Fukuda Denshi (Electronics) Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 6960
Primary ISIN: JP3806000000 Primary SEDOL: 6357012
Page 951 of 2,968
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Fukuda Denshi (Electronics)
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Fukuda, Kotaro Mgmt For Against
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Mgmt Against For Elect Director Shirai, Daijiro 1.2
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Mgmt Against For Elect Director Shirakawa, Osamu 1.3
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Mgmt Against For Elect Director Fukuda, Shuichi 1.4
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Mgmt Against For Elect Director Sugiyama, Masaaki 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Fukui Computer Holdings Inc. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 9790
Primary ISIN: JP3803800006 Primary SEDOL: 6355652
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 32
Mgmt For For
Mgmt For For Amend Articles to Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Remove All Provisions on Advisory Positions - Indemnify Directors
2
Mgmt For For Elect Director Hayashi, Harukatsu 3.1
Page 952 of 2,968
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Fukui Computer Holdings Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Sato, Koichi 3.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hashimoto, Akira 3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hori, Makoto 3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hori, Seiichiro 3.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director and Audit Committee Member Takahashi, Masaru
4.1
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director and Audit Committee Member Shinatani, Tokuya
4.2
Mgmt For For Elect Director and Audit Committee Member Kanda, Kisei
4.3
Mgmt For For Approve Compensation Ceiling for Directors Who Are Not Audit Committee Members
5
Mgmt For For Approve Compensation Ceiling for Directors Who Are Audit Committee Members
6
Fukuoka Financial Group Inc. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 8354
Primary ISIN: JP3805010000 Primary SEDOL: B1TK1Y8
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 7.5
Mgmt For For
Mgmt For For Approve Reverse Stock Split to Comply with Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split
2
Mgmt For For Elect Director Tani, Masaaki 3.1
Mgmt For For Elect Director Shibato, Takashige 3.2
Page 953 of 2,968
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Fukuoka Financial Group Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Yoshikai, Takashi 3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yoshida, Yasuhiko 3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shirakawa, Yuji 3.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Araki, Eiji 3.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yokota, Koji 3.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Takeshita, Ei 3.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Aoyagi, Masayuki 3.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yoshizawa, Shunsuke 3.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Morikawa, Yasuaki 3.11
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Fukasawa, Masahiko 3.12
Mgmt For For Elect Director Kosugi, Toshiya 3.13
Mgmt Against For Appoint Alternate Statutory Auditor Gondo, Naohiko
4.1
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mgmt For For Appoint Alternate Statutory Auditor Miura, Masamichi
4.2
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FUKUOKA REIT CORP Meeting Date: 05/24/2018 Country: Japan
Meeting Type: Special Ticker: 8968
Primary ISIN: JP3046240002 Primary SEDOL: B0B8154
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Articles to Amend Asset Management Compensation
Mgmt For For
Mgmt For For Elect Executive Director Matsuyuki, Etsuo 2
Mgmt For For Elect Supervisory Director Shindo, Hiroyasu 3.1
Mgmt For For Elect Supervisory Director Kawasho, Yasuo 3.2
Mgmt For For Elect Alternate Executive Director Eguchi, Akira 4
Mgmt For For Elect Alternate Supervisory Director Mishima, Yoshihide
5
Fukushima Industries Corp. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 6420
Primary ISIN: JP3805150004 Primary SEDOL: 6355210
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 40
Mgmt For For
Fukuyama Transporting Co. Ltd. Meeting Date: 06/21/2018 Country: Japan
Meeting Type: Annual Ticker: 9075
Primary ISIN: JP3806800003 Primary SEDOL: 6357120
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 25
Mgmt For For
Page 955 of 2,968
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Fukuyama Transporting Co. Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Komaru, Noriyuki 2.1
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Komaru, Shigehiro 2.2
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt For For Elect Director Kumano, Hiroyuki 2.3
Mgmt For For Elect Director Nagahara, Eiju 2.4
Mgmt For For Elect Director Wadabayashi, Michiyoshi 2.5
Mgmt For For Elect Director Kusaka, Shingo 2.6
Mgmt For For Elect Director Arita, Tomoyoshi 2.7
Mgmt For For Elect Director Maeda, Miho 2.8
Mgmt For For Appoint Statutory Auditor Momoda, Masahiro 3.1
Mgmt For For Appoint Statutory Auditor Okamoto, Katsuhiko 3.2
FULTON FINANCIAL CORPORATION Meeting Date: 05/21/2018 Country: USA
Meeting Type: Annual Ticker: FULT
Primary ISIN: US3602711000 Primary SEDOL: 2356585
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Lisa Crutchfield Mgmt For For
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Denise L. Devine 1b
Mgmt Against For Elect Director Patrick J. Freer 1c
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Against For Elect Director George W. Hodges 1d
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, this director is not sufficiently independent to serve as the independent lead director.
Page 956 of 2,968
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
FULTON FINANCIAL CORPORATION Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Albert Morrison, III 1e
Mgmt For For Elect Director James R. Moxley, III 1f
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director R. Scott Smith, Jr. 1g
Mgmt For For Elect Director Scott A. Snyder 1h
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Ronald H. Spair 1i
Mgmt For For Elect Director Mark F. Strauss 1j
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Ernest J. Waters 1k
Mgmt For For Elect Director E. Philip Wenger 1l
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Also, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Ratify KPMG LLP as Auditors 3
Funai Electric Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 6839
Primary ISIN: JP3825850005 Primary SEDOL: 6141550
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Funakoshi, Hideaki Mgmt For Against
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
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Funai Electric Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Ito, Takeshi 1.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Adachi, Motoyoshi 1.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ueshima, Makoto 1.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Yonemoto, Mitsuo 1.5
Mgmt Against For Approve Director Retirement Bonus 2
Voter Rationale: There should be disclosure of the total award of retirement bonuses.
Furukawa Co. Ltd. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 5715
Primary ISIN: JP3826800009 Primary SEDOL: 6357603
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 50
Mgmt For For
Furukawa Electric Co. Ltd. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 5801
Primary ISIN: JP3827200001 Primary SEDOL: 6357562
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 80
Mgmt For For
Mgmt For For Elect Director Shibata, Mitsuyoshi 2.1
Mgmt For For Elect Director Kobayashi, Keiichi 2.2
Page 958 of 2,968
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Furukawa Electric Co. Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Fujita, Sumitaka 2.3
Mgmt Against For Elect Director Soma, Nobuyoshi 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tsukamoto, Osamu 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Teratani, Tatsuo 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Nakamoto, Akira 2.7
Mgmt Against For Elect Director Kozuka, Takamitsu 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kimura, Takahide 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ogiwara, Hiroyuki 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kuroda, Osamu 2.11
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Maki, Ken 2.12
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Appoint Statutory Auditor Amano, Nozomu 3.1
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mgmt Against For Appoint Statutory Auditor Kashiwagi, Takahiro 3.2
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mgmt For For Appoint Statutory Auditor Sakai, Kunihiko 3.3
Mgmt For For Appoint Alternate Statutory Auditor Kiuchi, Shinichi
4
Mgmt For For Appoint Deloitte Touche Tohmatsu LLC as New External Audit Firm
5
Page 959 of 2,968
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Fuso Chemical Co., Ltd. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 4368
Primary ISIN: JP3822600007 Primary SEDOL: 6347712
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 23
Mgmt For For
Mgmt For For Amend Articles to Abolish Board Structure with Statutory Auditors - Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval
2
Mgmt For For Elect Director Fujioka, Misako 3.1
Mgmt For For Elect Director Nakano, Yoshinobu 3.2
Mgmt Against For Elect Director Masauji, Haruo 3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tanimura, Takashi 3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Mukawa, Takahiko 3.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tada, Tomomi 3.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director and Audit Committee Member Nakae, Yoshinobu
4.1
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director and Audit Committee Member Akazawa, Takatoshi
4.2
Mgmt For For Elect Director and Audit Committee Member Kinoshita, Yoshiki
4.3
Mgmt Against For Elect Director and Audit Committee Member Enomoto, Shuzo
4.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director and Audit Committee Member Eguro, Sayaka
4.5
Mgmt For For Approve Compensation Ceiling for Directors Who Are Not Audit Committee Members
5
Page 960 of 2,968
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Fuso Chemical Co., Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Approve Compensation Ceiling for Directors Who Are Audit Committee Members
6
Mgmt For For Approve Career Achievement Bonus for Director 7
Futaba Corp. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 6986
Primary ISIN: JP3824400000 Primary SEDOL: 6357733
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 74
Mgmt For For
Mgmt Against For Elect Director Sakurada, Hiroshi 2.1
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Takahashi, Kazunobu 2.2
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Arima, Motoaki 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kimizuka, Toshihide 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kawasaki, Hideharu 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shomura, Hiroshi 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Futaba Industrial Co. Ltd. Meeting Date: 06/20/2018 Country: Japan
Meeting Type: Annual Ticker: 7241
Primary ISIN: JP3824000008 Primary SEDOL: 6357744
Page 961 of 2,968
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Futaba Industrial Co. Ltd.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Yoshiki, Hiroyoshi Mgmt For For
Mgmt Against For Elect Director Iwatsuki, Mikio 1.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yoshida, Takayuki 1.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Takahashi, Tomohiro 1.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ohashi, Fumio 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Asakawa, Keita 1.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Horie, Masaki 1.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Ichikawa, Masayoshi 1.8
Mgmt For For Appoint PricewaterhouseCoopers Aarata as New External Audit Firm
2
Mgmt For For Approve Annual Bonus 3
FUYO GENERAL LEASE CO LTD Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 8424
Primary ISIN: JP3826270005 Primary SEDOL: B03P2F0
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 78
Mgmt For For
Mgmt For For Elect Director Sato, Takashi 2.1
Page 962 of 2,968
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FUYO GENERAL LEASE CO LTD Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Tsujita, Yasunori 2.2
Mgmt For For Elect Director Kazama, Shozo 2.3
Mgmt For For Elect Director Aizawa, Shinya 2.4
Mgmt For For Elect Director Takebe, Yoriaki 2.5
Mgmt For For Elect Director Hosoi, Soichi 2.6
Mgmt For For Elect Director Minami, Nobuya 2.7
Mgmt For For Elect Director Isshiki, Seiichi 2.8
Mgmt For For Elect Director Ichikawa, Hideo 2.9
Mgmt Against For Approve Trust-Type Equity Compensation Plan 3
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
G4S plc Meeting Date: 05/15/2018 Country: United Kingdom
Meeting Type: Annual Ticker: GFS
Primary ISIN: GB00B01FLG62 Primary SEDOL: B01FLG6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.
Mgmt For For Approve Final Dividend 3
Mgmt For For Elect John Ramsay as Director 4
Mgmt For For Re-elect Ashley Almanza as Director 5
Mgmt Against For Re-elect John Connolly as Director 6
Voter Rationale: Females represent less than 30 percent.
Mgmt For For Re-elect John Daly as Director 7
Mgmt For For Re-elect Winnie Kin Wah Fok as Director 8
Mgmt For For Re-elect Steve Mogford as Director 9
Mgmt For For Re-elect Paul Spence as Director 10
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G4S plc Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Re-elect Barbara Thoralfsson as Director 11
Mgmt For For Re-elect Tim Weller as Director 12
Mgmt For For Reappoint PricewaterhouseCoopers LLP as Auditors
13
Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors
14
Mgmt For For Authorise EU Political Donations and Expenditure
15
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
16
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
17
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
18
Mgmt For For Authorise Market Purchase of Ordinary Shares 19
Mgmt For For Adopt New Articles of Association 20
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
21
Gaia, Inc. Meeting Date: 05/03/2018 Country: USA
Meeting Type: Annual Ticker: GAIA
Primary ISIN: US36269P1049 Primary SEDOL: BD0R8F2
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Jirka Rysavy Mgmt For For
Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Also, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Moreover, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director Kristin E. Frank 1.2
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
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Gaia, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director Chris Jaeb 1.3
Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually. Also, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Elect Director David Maisel 1.4
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Elect Director Keyur Patel 1.5
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt Withhold For Elect Director Wendy Lee Schoppert 1.6
Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually. Also, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt Withhold For Elect Director Paul Sutherland 1.7
Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually. Also, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Galaxy Entertainment Group Ltd. Meeting Date: 05/03/2018 Country: Hong Kong
Meeting Type: Annual Ticker: 27
Primary ISIN: HK0027032686 Primary SEDOL: 6465874
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Voter Rationale: Companies should develop and disclose a policy aimed at encouraging greater diversity, including gender, at the board and executive management levels, and throughout the organisation.
Mgmt For For Elect Francis Lui Yiu Tung as Director 2.1
Voter Rationale: The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Elect Patrick Wong Lung Tak as Director 2.2
Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
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Galaxy Entertainment Group Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Authorize Board to Fix Remuneration of Directors
2.3
Mgmt For For Approve PricewaterhouseCoopers as Auditors and Authorize Board to Fix Their Remuneration
3
Mgmt For For Authorize Repurchase of Issued Share Capital 4.1
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
4.2
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize Reissuance of Repurchased Shares 4.3
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
GAMCO Investors, Inc. Meeting Date: 05/08/2018 Country: USA
Meeting Type: Annual Ticker: GBL
Primary ISIN: US3614381040 Primary SEDOL: 2386827
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Edwin L. Artzt Mgmt For Withhold
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Withhold For Elect Director Raymond C. Avansino, Jr. 1.2
Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. The terms of CEO Mario Gabelli's employment agreement continue to provide for excessive pay, which is not strongly linked to objective performance criteria.
Mgmt For For Elect Director Leslie B. Daniels 1.3
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GAMCO Investors, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Mario J. Gabelli 1.4
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Furthermore, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Lastly, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Eugene R. McGrath 1.5
Mgmt Withhold For Elect Director Robert S. Prather, Jr. 1.6
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, this director is not sufficiently independent to serve as the independent lead director. Lastly, executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. The terms of CEO Mario Gabelli's employment agreement continue to provide for excessive pay, which is not strongly linked to objective performance criteria.
Mgmt For For Elect Director Elisa M. Wilson 1.7
Voter Rationale: The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Mgmt Against For Approve the Issuance of Shares to Mario J. Gabelli
3
Voter Rationale: This plan could lead to excessive dilution. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
GameStop Corp. Meeting Date: 06/26/2018 Country: USA
Meeting Type: Annual Ticker: GME
Primary ISIN: US36467W1099 Primary SEDOL: B0LLFT5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Daniel A. DeMatteo Mgmt For For
Mgmt For For Elect Director Jerome L. Davis 1.2
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GameStop Corp. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Thomas N. Kelly, Jr. 1.3
Mgmt For For Elect Director Shane S. Kim 1.4
Mgmt For For Elect Director Steven R. Koonin 1.5
Mgmt Against For Elect Director Gerald R. Szczepanski 1.6
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Kathy P. Vrabeck 1.7
Mgmt For For Elect Director Lawrence S. Zilavy 1.8
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3
Gannett Co., Inc. Meeting Date: 05/08/2018 Country: USA
Meeting Type: Annual Ticker: GCI
Primary ISIN: US36473H1041 Primary SEDOL: BZ0P429
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Matthew W. Barzun Mgmt For For
Mgmt For For Elect Director John E. Cody 1b
Mgmt For For Elect Director Stephen W. Coll 1c
Mgmt For For Elect Director Robert J. Dickey 1d
Mgmt For For Elect Director Donald E. Felsinger 1e
Mgmt For For Elect Director Lila Ibrahim 1f
Mgmt For For Elect Director Lawrence S. Kramer 1g
Mgmt For For Elect Director John Jeffry Louis 1h
Mgmt For For Elect Director Tony A. Prophet 1i
Mgmt For For Elect Director Debra A. Sandler 1j
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Gannett Co., Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Chloe R. Sladden 1k
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Amend Omnibus Stock Plan 3
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Moreover, this plan could lead to excessive dilution. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
4
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance.
Gap Inc. Meeting Date: 05/22/2018 Country: USA
Meeting Type: Annual Ticker: GPS
Primary ISIN: US3647601083 Primary SEDOL: 2360326
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Robert J. Fisher Mgmt For Against
Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director William S. Fisher 1b
Mgmt For For Elect Director Tracy Gardner 1c
Mgmt For For Elect Director Brian Goldner 1d
Mgmt For For Elect Director Isabella D. Goren 1e
Mgmt Against For Elect Director Bob L. Martin 1f
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
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Gap Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Jorge P. Montoya 1g
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director Chris O'Neill 1h
Mgmt For For Elect Director Arthur Peck 1i
Mgmt Against For Elect Director Mayo A. Shattuck, III 1j
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Garmin Ltd. Meeting Date: 06/08/2018 Country: Switzerland
Meeting Type: Annual Ticker: GRMN
Primary ISIN: CH0114405324 Primary SEDOL: B3Z5T14
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Chairman of Meeting Andrew R. Etkind Mgmt For For
Mgmt For For Accept Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends 3
Mgmt For For Approve Dividends 4
Mgmt For For Approve Discharge of Board and Senior Management
5
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Garmin Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Min H. Kao 6.1
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director Joseph J. Hartnett 6.2
Mgmt Against For Elect Director Charles W. Peffer 6.3
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Clifton A. Pemble 6.4
Mgmt For For Elect Director Rebecca R. Tilden 6.5
Mgmt Against For Elect Director Jonathan C. Burrell 6.6
Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Min H. Kao as Board Chairman 7
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Appoint Joseph J. Hartnett as Member of the Compensation Committee
8.1
Mgmt Against For Appoint Charles W. Peffer as Member of the Compensation Committee
8.2
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Appoint Rebecca R. Tilden as Member of the Compensation Committee
8.3
Mgmt Against For Appoint Jonathan C. Burrell as Member of the Compensation Committee
8.4
Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Designate Reiss + Preuss LLP as Independent Proxy
9
Mgmt For For Ratify Ernst & Young LLP as Auditors 10
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
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Garmin Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
11
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Approve Fiscal Year 2019 Maximum Aggregate Compensation for the Executive Management
12
Mgmt For For Approve Maximum Aggregate Compensation for the Board of Directors for the Period Between the 2018 AGM and the 2019 AGM
13
Mgmt For For Amend Articles of Association to Add Persons Who Can Act As Chairman of Shareholder Meetings
14
Mgmt Against For Approve CHF 3.96 Million Authorized Capital Increase without Preemptive Rights
15
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Transact Other Business (Voting) A
Voter Rationale: Any Other Business should not be a voting item.
Gartner, Inc. Meeting Date: 05/24/2018 Country: USA
Meeting Type: Annual Ticker: IT
Primary ISIN: US3666511072 Primary SEDOL: 2372763
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Michael J. Bingle Mgmt For Against
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director Peter E. Bisson 1b
Mgmt For For Elect Director Richard J. Bressler 1c
Mgmt For For Elect Director Raul E. Cesan 1d
Mgmt For For Elect Director Karen E. Dykstra 1e
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Gartner, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Anne Sutherland Fuchs 1f
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt Against For Elect Director William O. Grabe 1g
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director Eugene A. Hall 1h
Mgmt Against For Elect Director Stephen G. Pagliuca 1i
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director Eileen Serra 1j
Mgmt Against For Elect Director James C. Smith 1k
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, companies should not extend vesting periods or allow re-testing of performance targets because this weakens the effectiveness of incentive schemes.
Mgmt For For Ratify KPMG LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Gaztransport et Technigaz Meeting Date: 05/17/2018 Country: France
Meeting Type: Annual/Special Ticker: GTT
Primary ISIN: FR0011726835 Primary SEDOL: BJYRDP5
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Gaztransport et Technigaz
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 2.66 per Share
3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions
4
Mgmt For For Reelect Philippe Berterottiere as Director 5
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Furthermore, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt Against For Approve Severance Package of Philippe Berterottiere, Chairman and CEO
6
Voter Rationale: The proposed pension scheme is in addition to the benefits retiring executives will receive as part of a severance package and/or a non-compete agreement.
Mgmt For For Elect Bruno Chabas as Director 7
Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 441,000
8
Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
9
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Against For Approve Compensation of Philippe Berterottiere, Chairman and CEO
10
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Compensation of Julien Burdeau, Vice-CEO
11
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
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Gaztransport et Technigaz Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Approve Remuneration Policy of Executive Officers
12
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Moreover, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
13
Mgmt Against For Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plans
14
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Authorize Filing of Required Documents/Other Formalities
15
GCI Liberty, Inc. Meeting Date: 05/07/2018 Country: USA
Meeting Type: Special Ticker: GLIBA
Primary ISIN: US36164V3050 Primary SEDOL: BF7J0Q0
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Merger Agreement Mgmt For For
Mgmt For For Adjourn Meeting 2
GCI Liberty, Inc. Meeting Date: 06/25/2018 Country: USA
Meeting Type: Annual Ticker: GLIBA
Primary ISIN: US36164V3050 Primary SEDOL: BF7J0Q0
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director John C. Malone Mgmt For For
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GCI Liberty, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director Gregory B. Maffei 1.2
Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Ronald A. Duncan 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Gregg L. Engles 1.4
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Also, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt For For Elect Director Donne F. Fisher 1.5
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Richard R. Green 1.6
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Also, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt For For Elect Director Sue Ann Hamilton 1.7
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Also, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt For For Ratify KPMG LLP as Auditors 2
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GCI Liberty, Inc. Proposal Number
Proponent
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Mgmt Rec
Vote Instruction
Mgmt Against For Approve Omnibus Stock Plan 3
Voter Rationale: This plan could lead to excessive dilution. Also, reducing the strike price of options already granted after the stock price has fallen undermines any employee incentive strategy and is not aligned with the interests of shareholders. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Likewise, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
GCP Applied Technologies Inc. Meeting Date: 05/03/2018 Country: USA
Meeting Type: Annual Ticker: GCP
Primary ISIN: US36164Y1010 Primary SEDOL: BYW8TV3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Marcia J. Avedon Mgmt For For
Mgmt For For Elect Director Phillip J. Mason 1.2
Mgmt For For Elect Director Elizabeth Mora 1.3
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Mgmt For For Eliminate Supermajority Vote Requirement to Remove Directors
3a
Mgmt For For Eliminate Supermajority Vote Requirement to Amend Bylaws
3b
Mgmt For For Eliminate Supermajority Vote Requirement to Amend Articles of Incorporation
3c
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
4
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, the remuneration committee should not allow vesting of incentive awards for below median performance. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. We will continue to review these arrangements and potentially provide an adverse vote instruction at next year’s AGM.
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Geberit AG Meeting Date: 04/04/2018 Country: Switzerland
Meeting Type: Annual Ticker: GEBN
Primary ISIN: CH0030170408 Primary SEDOL: B1WGG93
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Allocation of Income and Dividends of CHF 10.40 per Share
2
Mgmt For For Approve Discharge of Board of Directors 3
Mgmt For For Reelect Albert Baehny as Director and Board Chairman
4.1.1
Mgmt For For Reelect Felix Ehrat as Director 4.1.2
Mgmt For For Reelect Thomas Huebner as Director 4.1.3
Mgmt For For Reelect Hartmut Reuter as Director 4.1.4
Mgmt For For Reelect Jorgen Tang-Jensen Director 4.1.5
Mgmt For For Reelect Eunice Zehnder-Lai as Director 4.1.6
Mgmt For For Reelect Hartmut Reuter as Member of the Nomination and Compensation Committee
4.2.1
Mgmt For For Reelect Jorgen Tang-Jensen as Member of the Nomination and Compensation Committee
4.2.2
Mgmt For For Reelect Eunice Zehnder-Lai as Member of the Nomination and Compensation Committee
4.2.3
Mgmt For For Designate Roger Mueller as Independent Proxy 5
Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 6
Mgmt For For Approve Remuneration Report 7.1
Mgmt For For Approve Remuneration of Directors in the Amount of CHF 2.4 Million
7.2
Mgmt For For Approve Remuneration of Executive Committee in the Amount of CHF 11.3 Million
7.3
Mgmt Against For Transact Other Business (Voting) 8
Voter Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
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Gecina Meeting Date: 04/18/2018 Country: France
Meeting Type: Annual/Special Ticker: GFC
Primary ISIN: FR0010040865 Primary SEDOL: 7742468
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Transfer of Revaluation Gains to Corresponding Reserves Account
3
Mgmt For For Approve Allocation of Income and Dividends of EUR 5.30 per Share
4
Mgmt For For Approve Stock Dividend Program (Cash or New Shares)
5
Mgmt For For Approve Payment of Stock Dividend 6
Mgmt For For Approve Transaction with Predica Re: Purchase Agreement of Bonds Redeemable in Shares
7
Mgmt For For Approve Transaction with Predica Re: Tender Agreement
8
Mgmt For For Approve Transaction with Eurosic Re: Purchase Agreement
9
Mgmt Against For Approve Transaction with Dominique Dudan Re: Assistance and Consultancy Agreement
10
Voter Rationale: Non-executive directors should not provide consulting services to the company as this may compromise their independence and ability to hold management accountable.
Mgmt For For Approve Compensation of Bernard Michel, Chairman of the Board
11
Mgmt For For Approve Compensation of Meka Brunel, CEO 12
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Remuneration Policy of Chairman of the Board
13
Mgmt Against For Approve Remuneration Policy of CEO 14
Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, share-based incentive plan allows for full vesting of awards following an executive's departure from the company. In such cases, equity awards should vest only to the extent that performance conditions have been met and should be scaled back to reflect the time elapsed since the date of grant. Also, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
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Gecina Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Appoint Bernard Carayon as Censor 15
Voter Rationale: Non-voting directors, or censors, can have considerable influence on the board whereas they bear no legal liability toward shareholders. Censors should be appointed only in the event of exceptional and temporary circumstances and if their presence adds significant value in terms of board composition and board functioning.
Mgmt For For Reelect Meka Brunel as Director 16
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Jacques Yves Nicol as Director 17
Mgmt For For Elect Bernard Carayon as Director 18
Mgmt For For Elect Gabrielle Gauthey as Director 19
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
20
Mgmt Extraordinary Business
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 100 Million
21
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million
22
Mgmt For For Authorize Capital Increase of Up to EUR 50 Million for Future Exchange Offers
23
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements up to Aggregate Nominal Amount of EUR 50 Million
24
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above
25
Mgmt For For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind
26
Mgmt For For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights
27
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 100 Million for Bonus Issue or Increase in Par Value
28
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
29
Mgmt Against For Authorize up to 0.5 Percent of Issued Capital for Use in Restricted Stock Plans Reserved for Employees and Executive Corporate Officers
30
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
31
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Gecina Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Authorize Filing of Required Documents/Other Formalities
32
Gecoss Corp. Meeting Date: 06/21/2018 Country: Japan
Meeting Type: Annual Ticker: 9991
Primary ISIN: JP3225500002 Primary SEDOL: 6491794
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 18
Mgmt For For
Mgmt For For Elect Director Umakoshi, Manabu 2.1
Mgmt Against For Elect Director Ishibashi, Yasuo 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kurachi, Tatsuya 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Suzuki, Akio 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fujita, Makoto 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Iwamoto, Yoshinari 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Abe, Tomoaki 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ono, Takehiko 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Kiyomiya, Osamu 2.9
Mgmt For For Appoint Alternate Statutory Auditor Ueda, Miho 3
Mgmt For For Approve Annual Bonus 4
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Generac Holdings Inc. Meeting Date: 06/21/2018 Country: USA
Meeting Type: Annual Ticker: GNRC
Primary ISIN: US3687361044 Primary SEDOL: B6197Q2
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Robert D. Dixon Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director David A. Ramon 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director William D. Jenkins, Jr. 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Kathryn V. Roedel 1.4
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
General Electric Company Meeting Date: 04/25/2018 Country: USA
Meeting Type: Annual Ticker: GE
Primary ISIN: US3696041033 Primary SEDOL: 2380498
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General Electric Company
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Director Sebastien M. Bazin Mgmt For Against
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt Against For Elect Director W. Geoffrey Beattie 2
Voter Rationale: As an incumbent member of the Audit Committee member, we have serious concerns over the effectiveness provided by this committee in overseeing the company's questionable past account practices, which has led to a $6.2 billion charge in late 2017 and setting aside an additional $15 billion to bolster insurance reserves, all of which is now subject to regulatory investigation.
Mgmt Against For Elect Director John J. Brennan 3
Voter Rationale: As an incumbent member of the Audit Committee member, we have serious concerns over the effectiveness provided by this committee in overseeing the company's questionable past account practices, which has led to a $6.2 billion charge in late 2017 and setting aside an additional $15 billion to bolster insurance reserves, all of which is now subject to regulatory investigation.
Mgmt For For Elect Director H. Lawrence Culp, Jr. 4
Mgmt For For Elect Director Francisco D'Souza 5
Mgmt For For Elect Director John L. Flannery 6
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director Edward P. Garden 7
Mgmt For For Elect Director Thomas W. Horton 8
Mgmt For For Elect Director Risa Lavizzo-Mourey 9
Mgmt Against For Elect Director James J. Mulva 10
Voter Rationale: As an incumbent member of the Audit Committee member, we have serious concerns over the effectiveness provided by this committee in overseeing the company's questionable past account practices, which has led to a $6.2 billion charge in late 2017 and setting aside an additional $15 billion to bolster insurance reserves, all of which is now subject to regulatory investigation.
Mgmt For For Elect Director Leslie F. Seidman 11
Mgmt Against For Elect Director James S. Tisch 12
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
13
Voter Rationale: larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Amend Nonqualified Employee Stock Purchase Plan
14
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General Electric Company Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Ratify KPMG LLP as Auditors 15
Voter Rationale: As the incumbent auditor of the company, we have serious concerns over the effectiveness in overseeing the company's questionable past account practices, which has led to a $6.2 billion charge in late 2017 and setting aside an additional $15 billion to bolster insurance reserves, all of which is now subject to regulatory investigation. Given the scale of these discrepancies we do not think that it is appropriate for KPMG to continue as the company's auditor, particularly given that they have worked with the company continuously for over a century.
SH For Against Require Independent Board Chairman 16
Voter Rationale: Appointing a fully independent chairman creates a balance of power that is more conducive to long-term performance. A board headed by management cannot reasonably provide the best oversight and evaluation of management's performance.
SH Against Against Provide for Cumulative Voting 17
Voter Rationale: In practice, cumulative voting rarely enhances the rights of minotiry shareholders and risks that the board will not achieve an appropriate balance of independence and objectivity.
SH Against Against Adjust Executive Compensation Metrics for Share Buybacks
18
Voter Rationale: As the timing of the company's share buybacks and their impacts on metric results do not raise significant concerns at this time and, as such, performance metrics are best left to directors' discretion, we do not consider this proposal to be supportable.
SH For Against Report on Lobbying Payments and Policy 19
Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.
SH Against Against Report on Stock Buybacks 20
Voter Rationale: Overall we consider this proposal to be overly burdensome and offering little benefit to shareholders.
SH Against Against Provide Right to Act by Written Consent 21
Voter Rationale: We consider that adequate shareholder rights are in place to allow investors to raise issues with the company.
General Motors Company Meeting Date: 06/12/2018 Country: USA
Meeting Type: Annual Ticker: GM
Primary ISIN: US37045V1008 Primary SEDOL: B665KZ5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Mary T. Barra Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director Linda R. Gooden 1b
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General Motors Company Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Joseph Jimenez 1c
Mgmt For For Elect Director Jane L. Mendillo 1d
Mgmt For For Elect Director Michael G. Mullen 1e
Mgmt For For Elect Director James J. Mulva 1f
Mgmt For For Elect Director Patricia F. Russo 1g
Mgmt For For Elect Director Thomas M. Schoewe 1h
Mgmt For For Elect Director Theodore M. Solso 1i
Mgmt For For Elect Director Carol M. Stephenson 1j
Mgmt For For Elect Director Devin N. Wenig 1k
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
SH For Against Require Independent Board Chairman 4
Voter Rationale: Appointing a fully independent chairman creates a balance of power that is more conducive to long-term performance. A board headed by management cannot reasonably provide the best oversight and evaluation of management's performance.
SH Against Against Provide Right to Act by Written Consent 5
SH For Against Report on Fleet GHG Emissions in Relation to CAFE Standards
6
Voter Rationale: Climate change presents ongoing and serious long-term operational and regulatory risks that can impact shareholder value. The company should assess and set goals to address its greenhouse gas emissions. This is particularly important given the need for individual corporate action given the regulatory vacuum on this important issue in the United States.
Genesco Inc. Meeting Date: 06/28/2018 Country: USA
Meeting Type: Annual Ticker: GCO
Primary ISIN: US3715321028 Primary SEDOL: 2367101
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Joanna Barsh Mgmt For For
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Genesco Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Marjorie L. Bowen 1.2
Mgmt Withhold For Elect Director James W. Bradford 1.3
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, this director is not sufficiently independent to serve as the independent lead director.
Mgmt For For Elect Director Robert J. Dennis 1.4
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt Withhold For Elect Director Matthew C. Diamond 1.5
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt Withhold For Elect Director Marty G. Dickens 1.6
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Thurgood Marshall, Jr. 1.7
Mgmt Withhold For Elect Director Kathleen Mason 1.8
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director Kevin P. McDermott 1.9
Mgmt For For Elect Director Joshua E. Schechter 1.10
Mgmt For For Elect Director David M. Tehle 1.11
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Genesco Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Genie Energy Ltd. Meeting Date: 05/07/2018 Country: USA
Meeting Type: Annual Ticker: GNE
Primary ISIN: US3722842081 Primary SEDOL: B725NJ1
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director James A. Courter Mgmt For Against
Voter Rationale: Directors with significant business ties to the company are not sufficiently independent to serve on key committees. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Howard S. Jonas 1.2
Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Furthermore, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Elect Director W. Wesley Perry 1.3
Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually. Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt Against For Elect Director Alan B. Rosenthal 1.4
Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually. Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt Against For Elect Director Allan Sass 1.5
Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.
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Genie Energy Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Amend Omnibus Stock Plan 2
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Also, this plan could lead to excessive dilution. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Likewise, options should be issued at no less than market price, except for an all-employee plan where the discount should not exceed 20% on a fixed date. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Ratify Past Issuance of Shares of Restricted Stock to Howard S. Jonas
3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt For For Approve Sale of Shares of Class B Common Stock and Warrants to Howard S. Jonas
4
Mgmt For For Approve Grant of Options to Howard S. Jonas 5
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
6
Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt One Year Three Years Advisory Vote on Say on Pay Frequency 7
Genmab A/S Meeting Date: 04/10/2018 Country: Denmark
Meeting Type: Annual Ticker: GEN
Primary ISIN: DK0010272202 Primary SEDOL: 4595739
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Genmab A/S
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Report of Board Mgmt
Mgmt For For Accept Financial Statements and Statutory Reports; Approve Discharge of Management and Board
2
Voter Rationale: Companies should develop and disclose a policy aimed at encouraging greater diversity, including gender, at the board and executive management levels, and throughout the organisation.
Mgmt For For Approve Allocation of Income and Omission of Dividends
3
Mgmt For For Reelect Mats Pettersson as Director 4a
Mgmt For For Reelect Anders Gersel Pedersen as Director 4b
Mgmt For For Reelect Deirdre P. Connelly as Director 4c
Mgmt Abstain For Reelect Pernille Erenbjerg as Director 4d
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Rolf Hoffmann as Director 4e
Mgmt For For Reelect Paolo Paoletti as Director 4f
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 5
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Approve Guidelines for Incentive-Based Compensation for Executive Management and Board
6a
Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Likewise, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.. Finally, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Remuneration of Directors in the Amount of DKK 1.2 Million for Chairman, DKK 800,000 for Vice Chairman, and DKK 400,000 for Other Directors; Approve Remuneration for Committee Work; Approve Meeting Fees
6b
Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Mgmt Against For Approve Creation of DKK 7.5 Million Pool of Capital without Preemptive Rights
6c
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
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Genmab A/S Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Amend Articles Re: Documents in Connection with General Meetings in English Only
6d
Mgmt For For Amend Articles Re: Remove Age Limit For Directors
6e
Mgmt For For Authorize Editorial Changes to Adopted Resolutions in Connection with Registration with Danish Authorities
7
Mgmt Other Business 8
Gentherm Incorporated Meeting Date: 05/18/2018 Country: USA
Meeting Type: Annual Ticker: THRM
Primary ISIN: US37253A1034 Primary SEDOL: B8JFD24
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Francois J. Castaing Mgmt For Withhold
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Sophie Desormiere 1.2
Mgmt For For Elect Director Phillip M. Eyler 1.3
Mgmt For For Elect Director Maurice E.P. Gunderson 1.4
Mgmt For For Elect Director Yvonne Hao 1.5
Mgmt For For Elect Director Ronald Hundzinski 1.6
Mgmt For For Elect Director Byron T. Shaw, II 1.7
Mgmt For For Elect Director John Stacey 1.8
Mgmt For For Ratify Grant Thornton LLP as Auditors 2
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Gentherm Incorporated Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Genting Singapore PLC Meeting Date: 04/17/2018 Country: Isle of Man
Meeting Type: Annual Ticker: G13
Primary ISIN: GB0043620292 Primary SEDOL: 6366795
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Final Dividend Mgmt For For
Mgmt For For Elect Tan Hee Teck as Director 2
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Koh Seow Chuan as Director 3
Mgmt For For Elect Jonathan Asherson as Director 4
Mgmt For For Elect Tan Wah Yeow as Director 5
Mgmt For For Approve Directors' Fees 6
Mgmt For For Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration
7
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities with or without Preemptive Rights
8
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Approve Mandate for Interested Person Transactions
9
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Genting Singapore PLC Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Authorize Share Repurchase Program 10
Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%.
Genting Singapore PLC Meeting Date: 04/17/2018 Country: Isle of Man
Meeting Type: Special Ticker: G13
Primary ISIN: GB0043620292 Primary SEDOL: 6366795
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Re-Domiciliation of the Company Mgmt For For
Mgmt For For Approve Change of Company Name 2
Mgmt For For Adopt New Constitution 3
Genuine Parts Company Meeting Date: 04/23/2018 Country: USA
Meeting Type: Annual Ticker: GPC
Primary ISIN: US3724601055 Primary SEDOL: 2367480
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Elizabeth W. Camp Mgmt For For
Mgmt For For Elect Director Paul D. Donahue 1.2
Mgmt For For Elect Director Gary P. Fayard 1.3
Mgmt For For Elect Director Thomas C. Gallagher 1.4
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director P. Russell Hardin 1.5
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
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Genuine Parts Company Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director John R. Holder 1.6
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Donna W. Hyland 1.7
Mgmt Withhold For Elect Director John D. Johns 1.8
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Also, executive directors are expected to hold no more than one external directorships to ensure they have suff icient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, this director is not sufficiently independent to serve as the independent lead director.
Mgmt For For Elect Director Robert C. 'Robin' Loudermilk, Jr. 1.9
Mgmt Withhold For Elect Director Wendy B. Needham 1.10
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director E. Jenner Wood, III 1.11
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
GEO Holdings Corp. Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 2681
Primary ISIN: JP3282400005 Primary SEDOL: 6296557
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 17
Mgmt For For
Mgmt For For Elect Director Endo, Yuzo 2.1
Mgmt For For Elect Director Yoshikawa, Yasushi 2.2
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GEO Holdings Corp. Proposal Number
Proponent
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Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Imai, Noriyuki 2.3
Mgmt For For Elect Director Kubo, Koji 2.4
Mgmt For For Elect Director Ogino, Tsunehisa 2.5
Mgmt For For Elect Director Yasuda, Kana 2.6
Mgmt Against For Approve Stock Option Plan 3
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Georg Fischer AG Meeting Date: 04/18/2018 Country: Switzerland
Meeting Type: Annual Ticker: FI-N
Primary ISIN: CH0001752309 Primary SEDOL: 4341783
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt Against For Approve Remuneration Report (Non-Binding) 1.2
Voter Rationale: A vote AGAINST the compensation is warranted because:- The absolute long-term performance target does not appear challenging in light of current consensus estimates- The relative long-term performance target allows for vesting below median performance- The maximum vesting under the long-term plan was increased from 150 to 200 percent of target and the company did not provide a rationale for this change. In addition, the plan structure allows for outperformance of one criterion to counterbalance underperformance of the other.
Mgmt For For Approve Allocation of Income and Dividends of CHF 23 per Share
2
Mgmt For For Approve Discharge of Board and Senior Management
3
Mgmt For For Approve Creation of CHF 600,000 Pool of Capital without Preemptive Rights
4
Mgmt For For Reelect Hubert Achermann as Director 5.1
Mgmt For For Reelect Roman Boutellier as Director 5.2
Mgmt For For Reelect Gerold Buehrer as Director 5.3
Mgmt For For Reelect Riet Cadonau as Director 5.4
Mgmt For For Reelect Andreas Koopmann as Director 5.5
Mgmt For For Reelect Roger Michaelis as Director 5.6
Mgmt For For Reelect Eveline Saupper as Director 5.7
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Georg Fischer AG Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Reelect Jasmin Staibilin as Director 5.8
Mgmt For For Reelect Zhiqiang Zhang as Director 5.9
Mgmt For For Reelect Andreas Koopmann as Board Chairman 6.1
Mgmt For For Reappoint Riet Cadonau as Member of the Compensation Committee
6.2.1
Mgmt For For Reappoint Eveline Saupper as Member of the Compensation Committee
6.2.2
Mgmt For For Reappoint Jasmin Staiblin as Member of the Compensation Committee
6.2.3
Mgmt For For Approve Maximum Remuneration of Directors in the Amount of CHF 3.8 Million
7
Mgmt For For Approve Maximum Remuneration of Executive Committee in the Amount of CHF 10.5 Million
8
Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 9
Mgmt For For Designate Christoph Vaucher as Independent Proxy
10
Mgmt Against For Transact Other Business (Voting) 11
Voter Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
German American Bancorp, Inc. Meeting Date: 05/17/2018 Country: USA
Meeting Type: Annual Ticker: GABC
Primary ISIN: US3738651047 Primary SEDOL: 2502151
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Marc D. Fine Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director U. Butch Klem 1.2
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, this director is not sufficiently independent to serve as the independent lead director. Moreover, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. Lastly, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Raymond W. Snowden 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify Crowe Horwath LLP as Auditors 2
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Getty Realty Corp. Meeting Date: 05/08/2018 Country: USA
Meeting Type: Annual Ticker: GTY
Primary ISIN: US3742971092 Primary SEDOL: 2698146
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Leo Liebowitz Mgmt For Withhold
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt Withhold For Elect Director Milton Cooper 1b
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. Lastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
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Getty Realty Corp. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director Philip E. Coviello 1c
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. Lastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt For For Elect Director Christopher J. Constant 1d
Mgmt For For Elect Director Richard E. Montag 1e
Voter Rationale: Companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt Withhold For Elect Director Howard B. Safenowitz 1f
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, this director is not sufficiently independent to serve as the independent lead director. In addition, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. Lastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Lastly, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Mgmt Against For Increase Authorized Preferred and Common Stock
3
Voter Rationale: The issuance of shares with impaired/enhanced voting rights violates the principle of one share, one vote.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 4
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
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GGP Inc. Meeting Date: 06/19/2018 Country: USA
Meeting Type: Annual Ticker: GGP
Primary ISIN: US36174X1019 Primary SEDOL: BYMYV82
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Richard B. Clark Mgmt For For
Mgmt For For Elect Director Mary Lou Fiala 1b
Mgmt For For Elect Director J. Bruce Flatt 1c
Mgmt For For Elect Director Janice R. Fukakusa 1d
Mgmt For For Elect Director John K. Haley 1e
Mgmt For For Elect Director Daniel B. Hurwitz 1f
Mgmt For For Elect Director Brian W. Kingston 1g
Mgmt For For Elect Director Christina M. Lofgren 1h
Mgmt For For Elect Director Sandeep Mathrani 1i
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3
Gibraltar Industries, Inc. Meeting Date: 05/04/2018 Country: USA
Meeting Type: Annual Ticker: ROCK
Primary ISIN: US3746891072 Primary SEDOL: 2369226
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Sharon M. Brady Mgmt For For
Mgmt For For Elect Director Frank G. Heard 1b
Mgmt For For Elect Director Craig A. Hindman 1c
Mgmt For For Elect Director Vinod M. Khilnani 1d
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Gibraltar Industries, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director William P. Montague 1e
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director James B. Nish 1f
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Omnibus Stock Plan 3
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify Ernst & Young LLP as Auditors 4
G-III Apparel Group, Ltd. Meeting Date: 06/14/2018 Country: USA
Meeting Type: Annual Ticker: GIII
Primary ISIN: US36237H1014 Primary SEDOL: 2369721
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Morris Goldfarb Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director Sammy Aaron 1.2
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director Thomas J. Brosig 1.3
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Withhold For Elect Director Alan Feller 1.4
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. Moreover, former employees or company founders are not sufficiently independent to serve on key board committees. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Jeffrey Goldfarb 1.5
Mgmt For For Elect Director Jeanette Nostra 1.6
Mgmt Withhold For Elect Director Laura Pomerantz 1.7
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the board should act with accountability to the investors it represents and take action where a substantial proportion have expressed concerns over compensation practices in previous years.
Mgmt Withhold For Elect Director Allen Sirkin 1.8
Voter Rationale: The board should act with accountability to the investors it represents and take action where a substantial proportion have expressed concerns over compensation practices in previous years.
Mgmt Withhold For Elect Director Willem Van Bokhorst 1.9
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the board should act with accountability to the investors it represents and take action where a substantial proportion have expressed concerns over compensation practices in previous years.
Mgmt For For Elect Director Cheryl L. Vitali 1.10
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
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G-III Apparel Group, Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director Richard White 1.11
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the board should act with accountability to the investors it represents and take action where a substantial proportion have expressed concerns over compensation practices in previous years.Lastly, this director is not sufficiently independent to serve as the independent lead director.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The board should act with accountability to the investors it represents and take action where a substantial proportion have expressed concerns over compensation practices in previous years. Furthermore, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Gilead Sciences, Inc. Meeting Date: 05/09/2018 Country: USA
Meeting Type: Annual Ticker: GILD
Primary ISIN: US3755581036 Primary SEDOL: 2369174
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director John F. Cogan Mgmt For For
Mgmt For For Elect Director Jacqueline K. Barton 1b
Mgmt For For Elect Director Kelly A. Kramer 1c
Mgmt For For Elect Director Kevin E. Lofton 1d
Mgmt For For Elect Director John C. Martin 1e
Mgmt For For Elect Director John F. Milligan 1f
Mgmt For For Elect Director Richard J. Whitley 1g
Mgmt For For Elect Director Gayle E. Wilson 1h
Mgmt For For Elect Director Per Wold-Olsen 1i
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Gilead Sciences, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
SH For Against Require Independent Board Chairman 4
Voter Rationale: Appointing a fully independent chairman creates a balance of power that is more conducive to long-term performance. A board headed by management cannot reasonably provide the best oversight and evaluation of management's performance.
SH Against Against Provide Right to Act by Written Consent 5
GKN plc Meeting Date: 05/03/2018 Country: United Kingdom
Meeting Type: Annual Ticker: GKN
Primary ISIN: GB0030646508 Primary SEDOL: 3064650
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt Against For Re-elect Mike Turner as Director 3
Voter Rationale: Females represent less than 30 percent.
Mgmt For For Re-elect Anne Stevens as Director 4
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Jos Sclater as Director 5
Mgmt For For Re-elect Phil Swash as Director 6
Mgmt For For Re-elect Angus Cockburn as Director 7
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GKN plc Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Re-elect Tufan Erginbilgic as Director 8
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt For For Re-elect Shonaid Jemmett-Page as Director 9
Mgmt For For Re-elect Richard Parry-Jones as Director 10
Mgmt For For Reappoint Deloitte LLP as Auditors 11
Mgmt For For Authorise the Audit & Risk Committee to Fix Remuneration of Auditors
12
Mgmt For For Approve Remuneration Report 13
Mgmt For For Authorise EU Political Donations and Expenditure
14
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
15
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
16
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
17
Mgmt For For Authorise Market Purchase of Ordinary Shares 18
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
19
Mgmt For For Adopt New Articles of Association 20
Glacier Bancorp, Inc. Meeting Date: 04/25/2018 Country: USA
Meeting Type: Annual Ticker: GBCI
Primary ISIN: US37637Q1058 Primary SEDOL: 2370585
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Randall M. Chesler Mgmt For For
Mgmt For For Elect Director Sherry L. Cladouhos 1.2
Mgmt Withhold For Elect Director James M. English 1.3
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
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Glacier Bancorp, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Annie M. Goodwin 1.4
Mgmt For For Elect Director Dallas I. Herron 1.5
Mgmt For For Elect Director Craig A. Langel 1.6
Mgmt For For Elect Director Douglas J. McBride 1.7
Mgmt For For Elect Director John W. Murdoch 1.8
Mgmt For For Elect Director Mark J. Semmens 1.9
Mgmt For For Elect Director George R. Sutton 1.10
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify BKD, LLP as Auditors 3
Gladstone Commercial Corporation Meeting Date: 05/03/2018 Country: USA
Meeting Type: Annual Ticker: GOOD
Primary ISIN: US3765361080 Primary SEDOL: 2918479
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Terry L. Brubaker Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Caren D. Merrick 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Walter H. Wilkinson, Jr. 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
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GlaxoSmithKline plc Meeting Date: 05/03/2018 Country: United Kingdom
Meeting Type: Annual Ticker: GSK
Primary ISIN: GB0009252882 Primary SEDOL: 0925288
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Mgmt For For Elect Dr Hal Barron as Director 3
Mgmt For For Elect Dr Laurie Glimcher as Director 4
Mgmt For For Re-elect Philip Hampton as Director 5
Mgmt For For Re-elect Emma Walmsley as Director 6
Mgmt For For Re-elect Vindi Banga as Director 7
Mgmt For For Re-elect Dr Vivienne Cox as Director 8
Mgmt For For Re-elect Simon Dingemans as Director 9
Mgmt For For Re-elect Lynn Elsenhans as Director 10
Mgmt For For Re-elect Dr Jesse Goodman as Director 11
Mgmt For For Re-elect Judy Lewent as Director 12
Mgmt For For Re-elect Urs Rohner as Director 13
Mgmt For For Appoint Deloitte LLP as Auditors 14
Mgmt For For Authorise the Audit & Risk Committee to Fix Remuneration of Auditors
15
Mgmt For For Authorise EU Political Donations and Expenditure
16
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
17
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
18
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
19
Mgmt For For Authorise Market Purchase of Ordinary Shares 20
Mgmt For For Approve the Exemption from Statement of the Name of the Senior Statutory Auditor in Published Copies of the Auditors' Reports
21
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
22
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GlaxoSmithKline plc Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Adopt New Articles of Association 23
GlaxoSmithKline plc Meeting Date: 05/03/2018 Country: United Kingdom
Meeting Type: Special Ticker: GSK
Primary ISIN: GB0009252882 Primary SEDOL: 0925288
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve the Buyout of Novartis' Interest in GlaxoSmithKline Consumer Healthcare Holdings Limited for the Purposes of Chapter 11 of the Listing Rules of the Financial Conduct Authority
Mgmt For For
Glencore Plc Meeting Date: 05/02/2018 Country: Jersey
Meeting Type: Annual Ticker: GLEN
Primary ISIN: JE00B4T3BW64 Primary SEDOL: B4T3BW6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Reduction of the Company's Capital Contribution Reserves
2
Mgmt For For Re-elect Anthony Hayward as Director 3
Voter Rationale: Females represent less than 30 percent.
Mgmt For For Re-elect Ivan Glasenberg as Director 4
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Re-elect Peter Coates as Director 5
Mgmt For For Re-elect Leonhard Fischer as Director 6
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Glencore Plc Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Martin Gilbert as a Director 7
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Re-elect John Mack as Director 8
Mgmt For For Elect Gill Marcus as a Director 9
Mgmt For For Re-elect Patrice Merrin as Director 10
Mgmt For For Approve Remuneration Report 11
Mgmt For For Reappoint Deloitte LLP as Auditors 12
Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors
13
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
14
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
15
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
16
Mgmt For For Authorise Market Purchase of Ordinary Shares 17
Global Brass and Copper Holdings, Inc. Meeting Date: 05/24/2018 Country: USA
Meeting Type: Annual Ticker: BRSS
Primary ISIN: US37953G1031 Primary SEDOL: B986ZR4
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1A Elect Director Vicki L. Avril Mgmt For For
Mgmt For For Elect Director Donald L. Marsh 1B
Mgmt For For Elect Director Bradford T. Ray 1C
Mgmt For For Elect Director John H. Walker 1D
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director John J. Wasz 1E
Mgmt For For Elect Director Martin E. Welch, III 1F
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Global Brass and Copper Holdings, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Ronald C. Whitaker 1G
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Global Indemnity Limited Meeting Date: 06/13/2018 Country: Cayman Islands
Meeting Type: Annual Ticker: GBLI
Primary ISIN: KYG3933F1054 Primary SEDOL: BD4D072
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Saul A. Fox Mgmt For For
Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholdersThe board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director Joseph W. Brown 1b
Mgmt For For Elect Director Seth J. Gersch 1c
Mgmt For For Elect Director John H. Howes 1d
Mgmt For For Elect Director Jason B. Hurwitz 1e
Mgmt For For Elect Director Bruce R. Lederman 1f
Mgmt For For Elect Director Cynthia Y. Valko 1g
Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders.
Mgmt For For Elect Stephen Green as Director of Global Indemnity Reinsurance Company, Ltd.
2a.1
Mgmt For For Elect Terence J. Power as Director of Global Indemnity Reinsurance Company, Ltd.
2a.2
Mgmt For For Elect Cynthia Y. Valko as Director of Global Indemnity Reinsurance Company, Ltd.
2a.3
Mgmt For For Elect Marie-Joelle Chapleau as Director of Global Indemnity Reinsurance Company, Ltd.
2a.4
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Global Indemnity Limited Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Grainne Richmond as Director of Global Indemnity Reinsurance Company, Ltd.
2a.5
Mgmt For For Ratify Ernst & Young, Ltd., Hamilton, Bermuda as Auditors
2b
Mgmt For For Approve Ernst & Young Global Limited as Auditors and Authorize Board to Fix Their Remuneration
3
Mgmt Against For Approve Omnibus Stock Plan 4
Voter Rationale: This plan could lead to excessive dilution. Also, reducing the strike price of options already granted after the stock price has fallen undermines any employee incentive strategy and is not aligned with the interests of shareholders. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Lastly, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Global Medical REIT Inc. Meeting Date: 05/30/2018 Country: USA
Meeting Type: Annual Ticker: GMRE
Primary ISIN: US37954A2042 Primary SEDOL: BSNMBW7
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Jeffrey Busch Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director Henry Cole 1.2
Voter Rationale: Companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt Withhold For Elect Director Matthew L. Cypher 1.3
Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval.
Mgmt Withhold For Elect Director Zhang Jingguo 1.4
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt Withhold For Elect Director Ronald Marston 1.5
Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval.
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Global Medical REIT Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director Roscoe Moore 1.6
Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt Withhold For Elect Director Zhang Huiqi 1.7
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt For For Elect Director Lori Beth Wittman 1.8
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify MaloneBailey, LLP as Auditors 4
Global Net Lease, Inc. Meeting Date: 05/15/2018 Country: USA
Meeting Type: Annual Ticker: GNL
Primary ISIN: US3793782018 Primary SEDOL: BZCFW78
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Edward G. Rendell Mgmt For Against
Mgmt Against For Elect Director Abby M. Wenzel 1b
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Global Payments Inc. Meeting Date: 04/27/2018 Country: USA
Meeting Type: Annual Ticker: GPN
Primary ISIN: US37940X1028 Primary SEDOL: 2712013
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Global Payments Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director William I. Jacobs Mgmt For Against
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director Robert H.B. Baldwin, Jr. 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Elect Director Alan M. Silberstein 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3
Globus Medical, Inc. Meeting Date: 06/06/2018 Country: USA
Meeting Type: Annual Ticker: GMED
Primary ISIN: US3795772082 Primary SEDOL: B7D65M0
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director David D. Davidar Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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Globus Medical, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Robert W. Liptak 1b
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director James R. Tobin 1c
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Glory Ltd. Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 6457
Primary ISIN: JP3274400005 Primary SEDOL: 6374226
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, With a Final Dividend of JPY 51
Mgmt For For
Mgmt For For Amend Articles to Amend Business Lines 2
Mgmt For For Elect Director Onoe, Hirokazu 3.1
Mgmt Against For Elect Director Miwa, Motozumi 3.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Onoe, Hideo 3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Mabuchi, Shigetoshi 3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Glory Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Kotani, Kaname 3.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Harada, Akihiro 3.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Sasaki, Hiroki 3.7
Mgmt For For Elect Director Iki, Joji 3.8
Mgmt For For Approve Annual Bonus 4
Mgmt For For Approve Compensation Ceilings for Directors and Statutory Auditors
5
Mgmt For For Approve Trust-Type Equity Compensation Plan 6
GLP J-REIT Meeting Date: 05/25/2018 Country: Japan
Meeting Type: Special Ticker: 3281
Primary ISIN: JP3047510007 Primary SEDOL: B8RBZV7
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Articles to Amend Asset Management Compensation
Mgmt For For
Mgmt For For Elect Executive Director Tatsumi, Yoji 2
Mgmt For For Elect Supervisory Director Inoue, Toraki 3.1
Mgmt For For Elect Supervisory Director Yamaguchi, Kota 3.2
Glu Mobile Inc. Meeting Date: 06/07/2018 Country: USA
Meeting Type: Annual Ticker: GLUU
Primary ISIN: US3798901068 Primary SEDOL: B1VP204
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Glu Mobile Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Eric R. Ball Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Nick Earl 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Withhold For Elect Director Ann Mather 1.3
Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Amend Omnibus Stock Plan 2
Voter Rationale: This plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 4
Godo Steel Ltd. Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 5410
Primary ISIN: JP3307800007 Primary SEDOL: 6374345
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Meiga, Takayoshi Mgmt For For
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Adachi, Hitoshi 1.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Saito, Takashi 1.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Higo, Seikichi 1.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shinomiya, Akio 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Sakata, Teiichi 1.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Appoint KPMG AZSA LLC as New External Audit Firm
2
Gold Resource Corporation Meeting Date: 06/22/2018 Country: USA
Meeting Type: Annual Ticker: GORO
Primary ISIN: US38068T1051 Primary SEDOL: B1DZ912
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Bill M. Conrad Mgmt For For
Mgmt For For Elect Director Jason D. Reid 1.2
Mgmt For For Elect Director Gary C. Huber 1.3
Mgmt For For Elect Director Alex G. Morrison 1.4
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify EKS&H LLLP as Auditors 3
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Goldcrest Co. Ltd. Meeting Date: 06/20/2018 Country: Japan
Meeting Type: Annual Ticker: 8871
Primary ISIN: JP3306800008 Primary SEDOL: 6123343
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Yasukawa, Hidetoshi Mgmt For Against
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Mgmt For For Elect Director Tsumura, Masao 1.2
Mgmt Against For Elect Director Ito, Masaki 1.3
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Mgmt Against For Elect Director Tsuda, Hayuru 1.4
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Mgmt For For Appoint Alternate Statutory Auditor Kawaguchi, Masao
2
Golden Agri-Resources Ltd Meeting Date: 04/23/2018 Country: Mauritius
Meeting Type: Annual Ticker: E5H
Primary ISIN: MU0117U00026 Primary SEDOL: 6164472
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Adopt Financial Statements and Directors' and Auditors' Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Approve Directors' Fees 3
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Muktar Widjaja as Director 4
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Foo Meng Kee as Director 5
Mgmt For For Elect William Chung Nien Chin as Director 6
Mgmt Against For Elect Kaneyalall Hawabhay as Director 7
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Approve Moore Stephens LLP as Auditors and Authorize Board to Fix Their Remuneration
8
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities with or without Preemptive Rights
9
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize Share Repurchase Program 10
Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%.
Mgmt For For Approve Mandate for Interested Person Transactions
11
Goldwin Inc. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 8111
Primary ISIN: JP3306600002 Primary SEDOL: 6376169
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Nishida, Akio Mgmt For For
Mgmt Against For Elect Director Futatsukawa, Kiyoto 1.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Watanabe, Takao 1.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Goldwin Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Nishida, Yoshiteru 1.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Homma, Eiichiro 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Asami, Yasuo 1.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yamamichi, Shuhei 1.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Suzuki, Masatoshi 1.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Moriguchi, Yuko 1.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Appoint Statutory Auditor Yoichi, Hidenao 2
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mgmt Against For Approve Takeover Defense Plan (Poison Pill) 3
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Government Properties Income Trust Meeting Date: 05/24/2018 Country: USA
Meeting Type: Annual Ticker: GOV
Primary ISIN: US38376A1034 Primary SEDOL: B4ZG8D9
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Barbara D. Gilmore Mgmt For Withhold
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Government Properties Income Trust Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. Moreover, executive pay is not in line with company performance because the company has not adequately responded to last year's low say-on-pay vote results. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Also, the board should act with accountability to the investors it represents and take action on majority shareholder votes. Lastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt Withhold For Elect Director Elena B. Poptodorova 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. Moreover, executive pay is not in line with company performance because the company has not adequately responded to last year's low say-on-pay vote results. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Also, the board should act with accountability to the investors it represents and take action on majority shareholder votes. Lastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
GPT Group Meeting Date: 05/02/2018 Country: Australia
Meeting Type: Annual Ticker: GPT
Primary ISIN: AU000000GPT8 Primary SEDOL: 6365866
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Lim Swe Guan as Director Mgmt For For
Mgmt For For Elect Vickki McFadden as Director 2
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GPT Group Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Approve Remuneration Report 3
Voter Rationale: The remuneration report does not articulate how executives performed against historic performance targets. The board should articulate how bonus payments reflect prior year performance, as well as outlining forward-looking targets that underpin long-term incentive plans.
Mgmt For For Approve Grant of Performance Rights to Robert Johnston (2018 Deferred Short Term Incentive)
4
Mgmt For For Approve Grant of Performance Rights to Robert Johnston (Long Term Incentive)
5
Mgmt For For Approve Proportional Takeover Provisions 6
Graham Holdings Company Meeting Date: 05/03/2018 Country: USA
Meeting Type: Annual Ticker: GHC
Primary ISIN: US3846371041 Primary SEDOL: BGM1B98
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Christopher C. Davis Mgmt For Withhold
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually. Moreover, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Elect Director Anne M. Mulcahy 1.2
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Elect Director Larry D. Thompson 1.3
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Grand Canyon Education, Inc. Meeting Date: 06/13/2018 Country: USA
Meeting Type: Annual Ticker: LOPE
Primary ISIN: US38526M1062 Primary SEDOL: B3F1XM1
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Grand Canyon Education, Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Brian E. Mueller Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director Sara R. Dial 1.2
Mgmt For For Elect Director Jack A. Henry 1.3
Mgmt For For Elect Director Kevin F. Warren 1.4
Mgmt For For Elect Director David J. Johnson 1.5
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify KPMG LLP as Auditors 3
GRANITE CONSTRUCTION INCORPORATED Meeting Date: 06/07/2018 Country: USA
Meeting Type: Annual Ticker: GVA
Primary ISIN: US3873281071 Primary SEDOL: 2381189
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director David H. Kelsey Mgmt For Against
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director James W. Bradford, Jr. 1b
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Michael F. McNally 1c
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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GRANITE CONSTRUCTION INCORPORATED Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Gray Television, Inc. Meeting Date: 05/07/2018 Country: USA
Meeting Type: Annual Ticker: GTN
Primary ISIN: US3893751061 Primary SEDOL: 2390817
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Hilton H. Howell, Jr. Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Furthermore, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders.
Mgmt Withhold For Elect Director Howell W. Newton 1.2
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, this director is not sufficiently independent to serve as the independent lead director.
Mgmt Withhold For Elect Director Richard L. Boger 1.3
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
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Gray Television, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director T.L. (Gene) Elder 1.4
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Luis A. Garcia 1.5
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Richard B. Hare 1.6
Mgmt For For Elect Director Robin R. Howell 1.7
Mgmt For For Elect Director Elizabeth R. (Beth) Neuhoff 1.8
Mgmt Withhold For Elect Director Hugh E. Norton 1.9
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Increase Authorized Common Stock 2
Mgmt For For Ratify RSM US LLP as Auditors 3
SH Against None Amend Bylaws 4
Voter Rationale: This proposal is not considered to be in the best interest of shareholders.
Great Lakes Dredge & Dock Corporation Meeting Date: 05/02/2018 Country: USA
Meeting Type: Annual Ticker: GLDD
Primary ISIN: US3906071093 Primary SEDOL: B1LDZK9
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Lasse J. Petterson Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Kathleen M. Shanahan 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Great Southern Bancorp, Inc. Meeting Date: 05/09/2018 Country: USA
Meeting Type: Annual Ticker: GSBC
Primary ISIN: US3909051076 Primary SEDOL: 2387002
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Thomas J. Carlson Mgmt For Withhold
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Debra Mallonee Shantz Hart 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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Great Southern Bancorp, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Joseph W. Turner 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Moreover, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt Against For Approve Omnibus Stock Plan 4
Voter Rationale: This plan could lead to excessive dilution. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify BKD, LLP as Auditors 5
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Green Bancorp, Inc. Meeting Date: 05/23/2018 Country: USA
Meeting Type: Annual Ticker: GNBC
Primary ISIN: US39260X1000 Primary SEDOL: BPPWW98
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director William D. Ellis Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Withhold For Elect Director Scott Schaen 1.2
Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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Green Bancorp, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Stefanie L. Shelley 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Mgmt Against For Amend Omnibus Stock Plan 3
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Green Brick Partners, Inc. Meeting Date: 05/23/2018 Country: USA
Meeting Type: Annual Ticker: GRBK
Primary ISIN: US3927091013 Primary SEDOL: BS7T2R6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Elizabeth K. Blake Mgmt For For
Mgmt For For Elect Director Harry Brandler 1.2
Mgmt For For Elect Director James R. Brickman 1.3
Mgmt For For Elect Director David Einhorn 1.4
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director John R. Farris 1.5
Mgmt For For Elect Director Kathleen Olsen 1.6
Mgmt For For Elect Director Richard S. Press 1.7
Mgmt For For Ratify RSM US LLP as Auditors 2
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Green Dot Corporation Meeting Date: 05/24/2018 Country: USA
Meeting Type: Annual Ticker: GDOT
Primary ISIN: US39304D1028 Primary SEDOL: B3WNNP3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Kenneth C. Aldrich Mgmt For Against
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director J. Chris Brewster 1.2
Mgmt For For Elect Director Glinda Bridgforth Hodges 1.3
Mgmt For For Elect Director Rajeev V. Date 1.4
Mgmt For For Elect Director William I. Jacobs 1.5
Mgmt For For Elect Director George T. Shaheen 1.6
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.
Green Plains Inc. Meeting Date: 05/09/2018 Country: USA
Meeting Type: Annual Ticker: GPRE
Primary ISIN: US3932221043 Primary SEDOL: B11FJD6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Todd A. Becker Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Thomas Manuel 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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Green Plains Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Brian Peterson 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Alain Treuer 1.4
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Greenlight Capital Re, Ltd. Meeting Date: 04/25/2018 Country: Cayman Islands
Meeting Type: Annual Ticker: GLRE
Primary ISIN: KYG4095J1094 Primary SEDOL: B1XRCZ3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Alan Brooks as GLRE Director Mgmt For Against
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Simon Burton as GLRE Director 1b
Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders.
Mgmt For For Elect David Einhorn as GLRE Director 1c
Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Leonard Goldberg as GLRE Director 1d
Mgmt For For Elect Ian Isaacs as GLRE Director 1e
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
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Greenlight Capital Re, Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Frank Lackner as GLRE Director 1f
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Bryan Murphy as GLRE Director 1g
Mgmt Against For Elect Joseph Platt as GLRE Director 1h
Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. In addition, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Hope Taitz as GLRE Director 1i
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Alan Brooks as Greenlight Re Subsidiary Director
2a
Mgmt For For Elect Simon Burton as Greenlight Re Subsidiary Director
2b
Mgmt For For Elect David Einhorn as Greenlight Re Subsidiary Director
2c
Mgmt For For Elect Leonard Goldberg as Greenlight Re Subsidiary Director
2d
Mgmt For For Elect Ian Isaacs as Greenlight Re Subsidiary Director
2e
Mgmt For For Elect Frank Lackner as Greenlight Re Subsidiary Director
2f
Mgmt For For Elect Bryan Murphy as Greenlight Re Subsidiary Director
2g
Mgmt For For Elect Joseph Platt as Greenlight Re Subsidiary Director
2h
Mgmt For For Elect Hope Taitz as Greenlight Re Subsidiary Director
2i
Mgmt For For Elect Tim Courtis as GRIL Subsidiary Director 3a
Mgmt For For Elect Philip Harkin as GRIL Subsidiary Director 3b
Mgmt For For Elect Frank Lackner as GRIL Subsidiary Director 3c
Mgmt For For Elect Patrick O'Brien as GRIL Subsidiary Director 3d
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Greenlight Capital Re, Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Brendan Tuohy as GRIL Subsidiary Director
3e
Mgmt For For Ratify BDO USA, LLP as Auditors 4
Mgmt For For Ratify BDO Cayman Ltd. as Auditors of Greenlight Re
5
Mgmt For For Ratify BDO, Registered Auditors in Ireland as Auditors of GRIL
6
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
7
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Greggs plc Meeting Date: 05/09/2018 Country: United Kingdom
Meeting Type: Annual Ticker: GRG
Primary ISIN: GB00B63QSB39 Primary SEDOL: B63QSB3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Reappoint KPMG LLP as Auditors 2
Mgmt For For Authorise Board to Fix Remuneration of Auditors 3
Mgmt For For Approve Final Dividend 4
Mgmt Against For Re-elect Ian Durant as Director 5
Mgmt For For Re-elect Roger Whiteside as Director 6
Mgmt For For Re-elect Richard Hutton as Director 7
Mgmt For For Re-elect Allison Kirkby as Director 8
Mgmt For For Re-elect Dr Helena Ganczakowski as Director 9
Mgmt For For Re-elect Peter McPhillips as Director 10
Mgmt For For Re-elect Sandra Turner as Director 11
Mgmt For For Approve Remuneration Report 12
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Greggs plc Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
13
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
14
Mgmt For For Authorise Market Purchase of Ordinary Shares 15
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
16
Grifols SA Meeting Date: 05/24/2018 Country: Spain
Meeting Type: Annual Ticker: GRF
Primary ISIN: ES0171996087 Primary SEDOL: BYY3DX6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Standalone Financial Statements, Allocation of Income, and Dividend Payment
Mgmt For For
Mgmt For For Approve Consolidated Financial Statements 2
Mgmt For For Approve Discharge of Board 3
Mgmt For For Renew Appointment of KPMG Auditores as Auditor of Standalone Financial Statements and Renew Appointment of Grant Thornton as Co-Auditor
4
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Renew Appointment of KPMG Auditores as Auditor of Consolidated Financial Statements
5
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Reelect Belen Villalonga Morenes as Director 6.1
Mgmt For For Reelect Marla E. Salmon as Director 6.2
Mgmt Against For Advisory Vote on Remuneration Report 7
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Then, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Finally, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Grifols SA Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Authorize Board to Ratify and Execute Approved Resolutions
8
Groupon, Inc. Meeting Date: 06/14/2018 Country: USA
Meeting Type: Annual Ticker: GRPN
Primary ISIN: US3994731079 Primary SEDOL: B77D163
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Michael Angelakis Mgmt For For
Mgmt For For Elect Director Peter Barris 1.2
Mgmt For For Elect Director Robert Bass 1.3
Mgmt For For Elect Director Eric Lefkofsky 1.4
Mgmt For For Elect Director Theodore Leonsis 1.5
Mgmt Withhold For Elect Director Joseph Levin 1.6
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Director Deborah Wahl 1.7
Mgmt For For Elect Director Rich Williams 1.8
Mgmt For For Elect Director Ann Ziegler 1.9
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
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Grupo Catalana Occidente S.A. Meeting Date: 04/26/2018 Country: Spain
Meeting Type: Annual Ticker: GCO
Primary ISIN: ES0116920333 Primary SEDOL: B188XC5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Standalone Financial Statements Mgmt For For
Mgmt For For Approve Allocation of Income and Dividends 2
Mgmt For For Approve Consolidated Financial Statements 3
Mgmt For For Approve Discharge of Board 4
Mgmt For For Reelect Hugo Serra Calderon as Director 5.1
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Maria Assumpta Soler Serra as Director 5.2
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Lacanuda Consell SL as Director 5.3
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Reelect Jusal SL as Director 5.4
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Ratify Appointment of and Elect Gestion de Activos y Valores SL as Director
5.5
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Appoint PricewaterhouseCoopers as Auditor 6
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Amend Article 11 Re: General Meetings 7
Mgmt For For Amend Article 4 of General Meeting Regulations 8
Mgmt Against For Approve Remuneration of Directors 9.1
Voter Rationale: Votes against these resolutions are warranted due to excessive board remuneration in relation to market standards.
Mgmt Against For Fix Board Meeting Attendance Fees 9.2
Voter Rationale: Votes against these resolutions are warranted due to excessive board remuneration in relation to market standards.
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Grupo Catalana Occidente S.A. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Approve Annual Maximum Remuneration 9.3
Voter Rationale: Votes against these resolutions are warranted due to excessive board remuneration in relation to market standards.
Mgmt Against For Advisory Vote on Remuneration Report 10
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.
Mgmt For For Authorize Board to Ratify and Execute Approved Resolutions
11
GS YUASA CORP. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 6674
Primary ISIN: JP3385820000 Primary SEDOL: 6744250
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 7
Mgmt For For
Mgmt For For Approve Reverse Stock Split to Comply with Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split
2
Mgmt For For Elect Director Murao, Osamu 3.1
Mgmt Against For Elect Director Nishida, Kei 3.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakagawa, Toshiyuki 3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kuragaki, Masahide 3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Furukawa, Akio 3.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Otani, Ikuo 3.6
Mgmt For For Elect Director Matsunaga, Takayoshi 3.7
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GS YUASA CORP. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Approve Annual Bonus 4
G-Tekt Corp Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 5970
Primary ISIN: JP3236750000 Primary SEDOL: 6487072
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 20
Mgmt For For
Mgmt For For Elect Director Kikuchi, Toshitsugu 2.1
Mgmt For For Elect Director Takao, Naohiro 2.2
Mgmt Against For Elect Director Yoneya, Masataka 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hora, Hideaki 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ishikawa, Mitsuo 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakanishi, Takahiro 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yoshizawa, Isao 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tone, Tadahiro 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Ogo, Makoto 2.9
Mgmt Against For Approve Trust-Type Equity Compensation Plan 3
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
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GTT Communications, Inc. Meeting Date: 05/30/2018 Country: USA
Meeting Type: Annual Ticker: GTT
Primary ISIN: US3623931009 Primary SEDOL: BHB2F53
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Richard D. Calder, Jr. Mgmt For For
Mgmt For For Elect Director H. Brian Thompson 1.2
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director S. Joseph Bruno 1.3
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Withhold For Elect Director Rhodric C. Hackman 1.4
Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. In addition, former employees or company founders are not sufficiently independent to serve on key board committees. Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Howard E. Janzen 1.5
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Nick Adamo 1.6
Mgmt For For Elect Director Theodore B. Smith, III 1.7
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Elizabeth Satin 1.8
Mgmt For For Elect Director Julius Erving 1.9
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Approve Issuance of Shares for a Private Placement
3
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GTT Communications, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Approve Omnibus Stock Plan 4
Voter Rationale: This plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Ratify CohnReznick LLP as Auditors 5
Mgmt For For Adjourn Meeting 6
Guangzhou Automobile Group Co., Ltd. Meeting Date: 05/18/2018 Country: China
Meeting Type: Annual Ticker: 2238
Primary ISIN: CNE100001NQ2 Primary SEDOL: B7TC005
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
AGM BALLOT FOR HOLDERS OF H SHARES Mgmt
Mgmt For For Approve 2017 Annual Report and Its Summary Report
1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve 2017 Work Report of the Board of Directors
2
Mgmt For For Approve 2017 Work Report of the Supervisory Committee
3
Mgmt For For Approve 2017 Financial Report 4
Mgmt For For Approve Profit Distribution and Capitalization of Capital Reserves
5
Mgmt Against For Approve Appointment of Auditors 6
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
Mgmt For For Approve Internal Control Auditors 7
Mgmt For For Approve Dividend Distribution Plan for 2018-2020
8
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
9
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
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Guangzhou Automobile Group Co., Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Authorize Board of Directors to Issue Debt Financing Instruments
10
Voter Rationale: A vote against this resolution is warranted given the limited disclosure regarding the proposed issuance of debt financing instruments which also includes issuance of convertible bonds.
Guaranty Bancorp Meeting Date: 05/08/2018 Country: USA
Meeting Type: Annual Ticker: GBNK
Primary ISIN: US40075T6073 Primary SEDOL: B9XQFP7
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1A Elect Director Suzanne R. Brennan Mgmt For For
Mgmt Against For Elect Director Edward B. Cordes 1B
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders
Mgmt Against For Elect Director John M. Eggemeyer 1C
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director Keith R. Finger 1D
Mgmt Against For Elect Director Stephen D. Joyce 1E
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director Gail H. Klapper 1F
Mgmt For For Elect Director Stephen G. McConahey 1G
Mgmt For For Elect Director Paul W. Taylor 1H
Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders
Mgmt For For Elect Director W. Kirk Wycoff 1I
Mgmt For For Ratify Crowe Horwath LLP as Auditors 2
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Guess?, Inc. Meeting Date: 06/19/2018 Country: USA
Meeting Type: Annual Ticker: GES
Primary ISIN: US4016171054 Primary SEDOL: 2387109
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Maurice Marciano Mgmt For Withhold
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director Gianluca Bolla 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
SH For Against Submit Severance Agreement to Shareholder Vote
4
Voter Rationale: Companies should request approval of compensation policies covering severance packages and signing bonuses from shareholders. The prospect of separating the voting rights of a merger or acquisition from the compensation packages associate with it is welcome.
Gulf Island Fabrication, Inc. Meeting Date: 04/25/2018 Country: USA
Meeting Type: Annual Ticker: GIFI
Primary ISIN: US4023071024 Primary SEDOL: 2412636
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Michael J. Keeffe Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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Gulf Island Fabrication, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Kirk J. Meche 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Gulfport Energy Corporation Meeting Date: 05/30/2018 Country: USA
Meeting Type: Annual Ticker: GPOR
Primary ISIN: US4026353049 Primary SEDOL: 2398684
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Michael G. Moore Mgmt For For
Mgmt For For Elect Director Craig Groeschel 1.2
Mgmt Against For Elect Director David L. Houston 1.3
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director C. Doug Johnson 1.4
Mgmt For For Elect Director Ben T. Morris 1.5
Mgmt For For Elect Director Scott E. Streller 1.6
Mgmt For For Elect Director Paul D. Westerman 1.7
Mgmt For For Elect Director Deborah G. Adams 1.8
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Gulfport Energy Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify Grant Thornton LLP as Auditors 3
Gunma Bank Ltd. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 8334
Primary ISIN: JP3276400003 Primary SEDOL: 6398088
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 7
Mgmt For For
Mgmt For For Elect Director Kibe, Kazuo 2.1
Mgmt For For Elect Director Saito, Kazuo 2.2
Mgmt Against For Elect Director Horie, Nobuyuki 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fukai, Akihiko 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hirasawa, Yoichi 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kanai, Yuji 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hanasaki, Satoshi 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Muto, Eiji 2.8
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Gunma Bank Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Kondo, Jun 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Appoint Statutory Auditor Watanabe, Noriyuki 3.1
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mgmt Against For Appoint Statutory Auditor Fukushima, Kaneo 3.2
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Gunze Ltd. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 3002
Primary ISIN: JP3275200008 Primary SEDOL: 6398709
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 90
Mgmt For For
Mgmt Against For Elect Director Hirochi, Atsushi 2.1
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Saguchi, Toshiyasu 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Shirai, Aya 2.3
Mgmt Against For Elect Director Akase, Yasuhiro 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Oka, Nobuya 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kimura, Katsuhiko 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Takao, Shigeki 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Gunze Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Anno, Katsuya 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Oikawa, Katsuhiko 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kumada, Makoto 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Nakai, Hiroe 2.11
Mgmt For For Appoint Alternate Statutory Auditor Miki, Hideo 3
Gurunavi, Inc. Meeting Date: 06/20/2018 Country: Japan
Meeting Type: Annual Ticker: 2440
Primary ISIN: JP3274180003 Primary SEDOL: B06WPV5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 22
Mgmt For For
Mgmt For For Amend Articles to Amend Provisions on Number of Directors
2
Mgmt Against For Elect Director Takano, Masaaki 3.1
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tokumaru, Kei 3.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Inuzuka, Yoshitaka 3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Approve Compensation Ceiling for Directors 4
Mgmt Against For Approve Equity Compensation Plan 5
Voter Rationale: Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
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H&E Equipment Services, Inc. Meeting Date: 05/15/2018 Country: USA
Meeting Type: Annual Ticker: HEES
Primary ISIN: US4040301081 Primary SEDOL: B0WR848
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Gary W. Bagley Mgmt For For
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director John M. Engquist 1.2
Mgmt For For Elect Director Paul N. Arnold 1.3
Mgmt For For Elect Director Bruce C. Bruckmann 1.4
Mgmt For For Elect Director Patrick L. Edsell 1.5
Mgmt For For Elect Director Thomas J. Galligan, III 1.6
Mgmt For For Elect Director Lawrence C. Karlson 1.7
Mgmt For For Elect Director John T. Sawyer 1.8
Mgmt For For Ratify BDO USA, LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
H.B. Fuller Company Meeting Date: 04/12/2018 Country: USA
Meeting Type: Annual Ticker: FUL
Primary ISIN: US3596941068 Primary SEDOL: 2354664
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Thomas W. Handley Mgmt For For
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H.B. Fuller Company Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Maria Teresa Hilado 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Ruth Kimmelshue 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify KPMG LLP as Auditors 3
Mgmt Against For Approve Omnibus Stock Plan 4
Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. In addition, this plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
H2O Retailing Corp. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 8242
Primary ISIN: JP3774600005 Primary SEDOL: 6408705
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Suzuki, Atsushi Mgmt For For
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H2O Retailing Corp. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Araki, Naoya 1.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hayashi, Katsuhiro 1.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Yagi, Makoto 1.4
Mgmt Against For Elect Director Sumi, Kazuo 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shijo, Haruya 1.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Mori, Tadatsugu 1.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director and Audit Committee Member Konishi, Toshimitsu
2.1
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director and Audit Committee Member Ban, Naoshi
2.2
Mgmt Against For Elect Director and Audit Committee Member Nakano, Kenjiro
2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director and Audit Committee Member Ishihara, Mayumi
2.4
Mgmt For For Approve Annual Bonus 3
Hachijuni Bank Ltd. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 8359
Primary ISIN: JP3769000005 Primary SEDOL: 6400626
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 7
Mgmt For For
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Hachijuni Bank Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Yamaura, Yoshiyuki 2.1
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Sato, Yuichi 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tashita, Kayo 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Appoint Statutory Auditor Kitazawa, Yoshimi 3
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Hakuhodo Dy Holdings Inc. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 2433
Primary ISIN: JP3766550002 Primary SEDOL: B05LZ02
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 13
Mgmt For For
Mgmt For For Elect Director Narita, Junji 2.1
Mgmt For For Elect Director Toda, Hirokazu 2.2
Mgmt Against For Elect Director Sawada, Kunihiko 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Matsuzaki, Mitsumasa 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Imaizumi, Tomoyuki 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakatani, Yoshitaka 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Hakuhodo Dy Holdings Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Mizushima, Masayuki 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ochiai, Hiroshi 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fujinuma, Daisuke 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yajima, Hirotake 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Matsuda, Noboru 2.11
Mgmt Against For Elect Director Hattori, Nobumichi 2.12
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Yamashita, Toru 2.13
Mgmt For For Appoint Statutory Auditor Kageyama, Kazunori 3.1
Mgmt For For Appoint Statutory Auditor Uchida, Minoru 3.2
Halcon Resources Corporation Meeting Date: 05/14/2018 Country: USA
Meeting Type: Annual Ticker: HK
Primary ISIN: US40537Q6052 Primary SEDOL: BYVBXW2
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director William J. Campbell Mgmt For Withhold
Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. The exit awards that were granted in connection with the company's reorganization plan are entirely time-vested with relatively short vesting schedule, and the annual cash incentives are entirely discretionary. Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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Halcon Resources Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director James W. Christmas 1.2
Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. The exit awards that were granted in connection with the company's reorganization plan are entirely time-vested with relatively short vesting schedule, and the annual cash incentives are entirely discretionary. Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Withhold For Elect Director Michael L. Clark 1.3
Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. The exit awards that were granted in connection with the company's reorganization plan are entirely time-vested with relatively short vesting schedule, and the annual cash incentives are entirely discretionary. Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Ronald D. Scott 1.4
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Halliburton Company Meeting Date: 05/16/2018 Country: USA
Meeting Type: Annual Ticker: HAL
Primary ISIN: US4062161017 Primary SEDOL: 2405302
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Abdulaziz F. Al Khayyal Mgmt For For
Mgmt For For Elect Director William E. Albrecht 1b
Mgmt For For Elect Director Alan M. Bennett 1c
Mgmt For For Elect Director James R. Boyd 1d
Mgmt Against For Elect Director Milton Carroll 1e
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Director Nance K. Dicciani 1f
Mgmt For For Elect Director Murry S. Gerber 1g
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Halliburton Company Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Jose C. Grubisich 1h
Mgmt For For Elect Director David J. Lesar 1i
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director Robert A. Malone 1j
Mgmt For For Elect Director Jeffrey A. Miller 1k
Mgmt Against For Elect Director Debra L. Reed 1l
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Also, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Hallmark Financial Services, Inc. Meeting Date: 05/31/2018 Country: USA
Meeting Type: Annual Ticker: HALL
Primary ISIN: US40624Q2030 Primary SEDOL: B19HTB2
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Mark E. Schwarz Mgmt For For
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
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Hallmark Financial Services, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director Scott T. Berlin 1.2
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.
Mgmt Withhold For Elect Director James H. Graves 1.3
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.
Mgmt Withhold For Elect Director Mark E. Pape 1.4
Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
HALOWS CO. LTD. Meeting Date: 05/24/2018 Country: Japan
Meeting Type: Annual Ticker: 2742
Primary ISIN: JP3773750009 Primary SEDOL: 6539702
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 12
Mgmt For For
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Halyard Health, Inc. Meeting Date: 04/26/2018 Country: USA
Meeting Type: Annual Ticker: HYH
Primary ISIN: US40650V1008 Primary SEDOL: BRJ6RP1
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director William A. Hawkins Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Gary D. Blackford 1b
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Patrick J. O'Leary 1c
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Hamakyorex Meeting Date: 06/14/2018 Country: Japan
Meeting Type: Annual Ticker: 9037
Primary ISIN: JP3771150004 Primary SEDOL: 6051444
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Osuka, Masataka Mgmt For For
Mgmt For For Elect Director Osuka, Hidenori 1.2
Mgmt Against For Elect Director Yamazaki, Hiroyasu 1.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Hamakyorex Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Nasuda, Kiichi 1.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Okutsu, Yasuo 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ariga, Akio 1.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yamaoka, Tsuyoshi 1.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakane, Hiroshi 1.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Miyagawa, Isamu 1.9
Mgmt Against For Elect Director Otsu, Yoshitaka 1.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Appoint Statutory Auditor Sugiyama, Toshiaki 2
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mgmt Against For Appoint Alternate Statutory Auditor Fujita, Masaharu
3
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Hammerson plc Meeting Date: 04/24/2018 Country: United Kingdom
Meeting Type: Annual Ticker: HMSO
Primary ISIN: GB0004065016 Primary SEDOL: 0406501
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Mgmt For For Approve Final Dividend 3
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Hammerson plc Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Re-elect David Atkins as Director 4
Mgmt For For Re-elect Pierre Bouchut as Director 5
Mgmt For For Re-elect Gwyn Burr as Director 6
Mgmt For For Re-elect Peter Cole as Director 7
Mgmt For For Re-elect Timon Drakesmith as Director 8
Mgmt For For Re-elect Terry Duddy as Director 9
Mgmt For For Re-elect Andrew Formica as Director 10
Mgmt For For Re-elect Judy Gibbons as Director 11
Mgmt For For Re-elect Jean-Philippe Mouton as Director 12
Mgmt Against For Re-elect David Tyler as Director 13
Voter Rationale: Females represent less than 30 percent.
Mgmt For For Reappoint PricewaterhouseCoopers LLP as Auditors
14
Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors
15
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
16
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
17
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
18
Mgmt For For Authorise Market Purchase of Ordinary Shares 19
Mgmt For For Approve Savings-Related Share Option Scheme 20
Mgmt For For Approve SAYE Ireland 21
Mgmt For For Approve Share Incentive Plan 22
Hancock Holding Company Meeting Date: 05/24/2018 Country: USA
Meeting Type: Annual Ticker: HBHC
Primary ISIN: US4101201097 Primary SEDOL: 2415497
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Hancock Holding Company
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director John M. Hairston Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Withhold For Elect Director James H. Horne 1.2
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Jerry L. Levens 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Withhold For Elect Director Christine L. Pickering 1.4
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Change Company Name to Hancock Whitney Corporation
2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 4
Hanergy Thin Film Power Group Ltd Meeting Date: 06/15/2018 Country: Bermuda
Meeting Type: Annual Ticker: 00566
Primary ISIN: BMG4288J1062 Primary SEDOL: BRJ8XY8
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Hanergy Thin Film Power Group Ltd
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For Against
Voter Rationale: The auditors have qualified their opinion in evaluation of accounts.
Mgmt For For Elect Xu Xiaohua as Director 2a
Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.
Mgmt For For Elect Zhang Bin as Director 2b
Mgmt For For Elect Lo Man Tuen as Director 2c
Mgmt For For Elect He Xiaofeng as Director 2d
Mgmt For For Elect Zhang Qiusheng as Director 2e
Mgmt For For Elect Wang Dan as Director 2f
Mgmt For For Authorize Board to Fix Remuneration of Directors
2g
Mgmt For For Approve Ernst & Young as Auditor and Authorize Board to Fix Their Remuneration
3
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
4
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Authorize Repurchase of Issued Share Capital 5
Mgmt Against For Authorize Reissuance of Repurchased Shares 6
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
Hanesbrands Inc. Meeting Date: 04/24/2018 Country: USA
Meeting Type: Annual Ticker: HBI
Primary ISIN: US4103451021 Primary SEDOL: B1BJSL9
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Gerald W. Evans, Jr. Mgmt For For
Mgmt For For Elect Director Bobby J. Griffin 1b
Mgmt For For Elect Director James C. Johnson 1c
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Hanesbrands Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Jessica T. Mathews 1d
Mgmt For For Elect Director Franck J. Moison 1e
Mgmt For For Elect Director Robert F. Moran 1f
Mgmt Against For Elect Director Ronald L. Nelson 1g
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Director Richard A. Noll 1h
Mgmt For For Elect Director David V. Singer 1i
Mgmt Against For Elect Director Ann E. Ziegler 1j
Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. Listing standard assumptions that independence can be restored after a five-year "cooling off" period are incorrect.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Hang Lung Group Limited Meeting Date: 04/26/2018 Country: Hong Kong
Meeting Type: Annual Ticker: 10
Primary ISIN: HK0010000088 Primary SEDOL: 6408352
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Elect Pak Wai Liu as Director 3a
Mgmt Against For Elect George Ka Ki Chang as Director 3b
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Hang Lung Group Limited Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Roy Yang Chung Chen as Director 3c
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Philip Nan Lok Chen as Director 3d
Mgmt For For Authorize Board to Fix Remuneration of Directors
3e
Mgmt For For Approve KPMG as Auditors and Authorize Board to Fix Their Remuneration
4
Voter Rationale: Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorize Repurchase of Issued Share Capital 5
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
6
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize Reissuance of Repurchased Shares 7
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
Hang Lung Properties Ltd. Meeting Date: 04/26/2018 Country: Hong Kong
Meeting Type: Annual Ticker: 101
Primary ISIN: HK0101000591 Primary SEDOL: 6030506
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt Against For Elect Ronald Joseph Arculli as Director 3a
Mgmt For For Elect Ronnie Chichung Chan as Director 3b
Mgmt For For Elect Hau Cheong Ho as Director 3c
Mgmt For For Authorize Board to Fix Remuneration of Directors
3d
Mgmt For For Approve KPMG as Auditors and Authorize Board to Fix Their Remuneration
4
Mgmt For For Authorize Repurchase of Issued Share Capital 5
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Hang Lung Properties Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
6
Mgmt Against For Authorize Reissuance of Repurchased Shares 7
Hang Seng Bank Meeting Date: 05/10/2018 Country: Hong Kong
Meeting Type: Annual Ticker: 11
Primary ISIN: HK0011000095 Primary SEDOL: 6408374
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Elect Louisa Cheang as Director 2a
Voter Rationale: The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Fred Zuliu Hu as Director 2b
Mgmt For For Elect Margaret W H Kwan as Director 2c
Mgmt Against For Elect Irene Y L Lee as Director 2d
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt Against For Elect Peter T S Wong as Director 2e
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Approve PricewaterhouseCoopers as Auditors and Authorize Board to Fix Their Remuneration
3
Mgmt For For Authorize Repurchase of Issued Share Capital 4
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
5
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Hankyu Hanshin Holdings Inc. Meeting Date: 06/13/2018 Country: Japan
Meeting Type: Annual Ticker: 9042
Primary ISIN: JP3774200004 Primary SEDOL: 6408664
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 20
Mgmt For For
Mgmt For For Amend Articles to Remove Provisions on Takeover Defense
2
Mgmt For For Elect Director Sumi, Kazuo 3.1
Mgmt For For Elect Director Sugiyama, Takehiro 3.2
Mgmt Against For Elect Director Shin, Masao 3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fujiwara, Takaoki 3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Inoue, Noriyuki 3.5
Mgmt For For Elect Director Mori, Shosuke 3.6
Mgmt Against For Elect Director Shimatani, Yoshishige 3.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Araki, Naoya 3.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakagawa, Yoshihiro 3.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Appoint Statutory Auditor Sakaguchi, Haruo 4.1
Mgmt For For Appoint Statutory Auditor Ishii, Junzo 4.2
Hanmi Financial Corporation Meeting Date: 05/23/2018 Country: USA
Meeting Type: Annual Ticker: HAFC
Primary ISIN: US4104952043 Primary SEDOL: B6TPXR5
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Hanmi Financial Corporation
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Joseph K. Rho Mgmt For Against
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director John J. Ahn 1b
Mgmt For For Elect Director Kiho Choi 1c
Mgmt For For Elect Director Christie K. Chu 1d
Mgmt For For Elect Director Harry H. Chung 1e
Mgmt For For Elect Director Scott Diehl 1f
Mgmt For For Elect Director C. G. Kum 1g
Mgmt For For Elect Director David L. Rosenblum 1h
Mgmt For For Elect Director Thomas J. Williams 1i
Mgmt For For Elect Director Michael M. Yang 1j
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify KPMG LLP as Auditors 3
Hanwa Co. Ltd. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 8078
Primary ISIN: JP3777800008 Primary SEDOL: 6408824
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 75
Mgmt For For
Mgmt For For Elect Director Furukawa, Hironari 2.1
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Hanwa Co. Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Serizawa, Hiroshi 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kato, Yasumichi 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nagashima, Hidemi 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakagawa, Yoichi 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kurata, Yasuharu 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Seki, Osamu 2.7
Mgmt For For Elect Director Hori, Ryuji 2.8
Mgmt For For Elect Director Tejima, Tatsuya 2.9
Mgmt Against For Elect Director Yamamoto, Hiromasa 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hatanaka, Yasushi 2.11
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Sasayama, Yoichi 2.12
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ideriha, Chiro 2.13
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kuchiishi, Takatoshi 2.14
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Appoint Statutory Auditor Ogasawara, Akihiko 3
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Hardinge Inc. Meeting Date: 05/22/2018 Country: USA
Meeting Type: Special Ticker: HDNG
Primary ISIN: US4123243036 Primary SEDOL: 2403522
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Merger Agreement Mgmt For For
Mgmt For For Adjourn Meeting 2
Mgmt For For Advisory Vote on Golden Parachutes 3
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Harley-Davidson, Inc. Meeting Date: 05/10/2018 Country: USA
Meeting Type: Annual Ticker: HOG
Primary ISIN: US4128221086 Primary SEDOL: 2411053
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Troy Alstead Mgmt For For
Mgmt For For Elect Director R. John Anderson 1.2
Mgmt For For Elect Director Michael J. Cave 1.3
Mgmt For For Elect Director Allan Golston 1.4
Mgmt For For Elect Director Matthew S. Levatich 1.5
Mgmt Withhold For Elect Director Sara L. Levinson 1.6
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director N. Thomas Linebarger 1.7
Mgmt For For Elect Director Brian R. Niccol 1.8
Mgmt For For Elect Director Maryrose T. Sylvester 1.9
Mgmt For For Elect Director Jochen Zeitz 1.10
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Harley-Davidson, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Amend Non-Employee Director Omnibus Stock Plan
3
Voter Rationale: Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Further, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job.
Mgmt For For Ratify Ernst & Young LLP as Auditors 4
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Harmonic Drive Systems Inc. Meeting Date: 06/21/2018 Country: Japan
Meeting Type: Annual Ticker: 6324
Primary ISIN: JP3765150002 Primary SEDOL: 6108179
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 14
Mgmt For For
Mgmt For For Elect Director Ito, Mitsumasa 2.1
Mgmt For For Elect Director Nagai, Akira 2.2
Mgmt Against For Elect Director Yasue, Hideo 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Maruyama, Akira 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Harmonic Drive Systems Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Ito, Yoshinori 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ito, Yoshimasa 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Yoshida, Haruhiko 2.7
Mgmt Against For Elect Director Sakai, Shinji 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakamura, Masanobu 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Approve Annual Bonus 3
Mgmt For For Approve Compensation Ceiling for Directors 4
Harmonic Inc. Meeting Date: 06/08/2018 Country: USA
Meeting Type: Annual Ticker: HLIT
Primary ISIN: US4131601027 Primary SEDOL: 2510659
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Patrick J. Harshman Mgmt For For
Mgmt For For Elect Director Patrick Gallagher 1.2
Mgmt For For Elect Director David Krall 1.3
Mgmt Withhold For Elect Director E. Floyd Kvamme 1.4
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Mitzi Reaugh 1.5
Mgmt For For Elect Director Susan G. Swenson 1.6
Mgmt For For Elect Director Nikos Theodosopoulos 1.7
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Harmonic Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Amend Qualified Employee Stock Purchase Plan 3
Mgmt Against For Amend Non-Employee Director Omnibus Stock Plan
4
Voter Rationale: This plan could lead to excessive dilution. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify Armanino LLP as Auditors 5
Harsco Corporation Meeting Date: 04/24/2018 Country: USA
Meeting Type: Annual Ticker: HSC
Primary ISIN: US4158641070 Primary SEDOL: 2412700
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director James F. Earl Mgmt For For
Mgmt Against For Elect Director Kathy G. Eddy 1.2
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director David C. Everitt 1.3
Mgmt For For Elect Director F. Nicholas Grasberger, III 1.4
Mgmt For For Elect Director Elaine La Roche 1.5
Mgmt For For Elect Director Mario Longhi 1.6
Mgmt For For Elect Director Edgar (Ed) M. Purvis, Jr. 1.7
Mgmt For For Elect Director Phillip C. Widman 1.8
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
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Harsco Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, the remuneration committee should not allow vesting of incentive awards for below median performance. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.
Harvard Bioscience, Inc. Meeting Date: 05/17/2018 Country: USA
Meeting Type: Annual Ticker: HBIO
Primary ISIN: US4169061052 Primary SEDOL: 2694995
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Director Jeffrey A. Duchemin Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify Grant Thornton LLP as Auditors 2
Mgmt Against For Amend Omnibus Stock Plan 3
Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, this plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Futhermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
4
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
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Hasbro, Inc. Meeting Date: 05/17/2018 Country: USA
Meeting Type: Annual Ticker: HAS
Primary ISIN: US4180561072 Primary SEDOL: 2414580
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Kenneth A. Bronfin Mgmt For For
Mgmt For For Elect Director Michael R. Burns 1.2
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Hope F. Cochran 1.3
Mgmt For For Elect Director Crispin H. Davis 1.4
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Lisa Gersh 1.5
Mgmt For For Elect Director Brian D. Goldner 1.6
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director Alan G. Hassenfeld 1.7
Mgmt For For Elect Director Tracy A. Leinbach 1.8
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Against For Elect Director Edward M. Philip 1.9
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, this director is not sufficiently independent to serve as the independent lead director.
Mgmt For For Elect Director Richard S. Stoddart 1.10
Mgmt For For Elect Director Mary Beth West 1.11
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Linda K. Zecher 1.12
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify KPMG LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Hasbro, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
SH For Against Clawback of Incentive Payments 4
Voter Rationale: Substantial restatements should trigger a reassessment and reclamation of performance-based compensation where this has been calculated on inaccurate figures. Also, the board should have the ability to "claw back" from executives that benefited from improper accounting, even if they were not directly responsible due to fraudulent activity or willful misconduct. The board should introduce options to recoup following major regulatory and other significant failings by senior management.
Haseko Corp. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 1808
Primary ISIN: JP3768600003 Primary SEDOL: 6414401
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 40
Mgmt For For
Mgmt For For Elect Director Shimada, Morio 2.1
Mgmt For For Elect Director Tani, Junichi 2.2
Mgmt For For Elect Director Tani, Nobuhiro 2.3
Mgmt For For Elect Director Takahashi, Osamu 2.4
Mgmt For For Elect Director Ichimura, Kazuhiko 2.5
Mgmt For For Elect Director Nagasaki, Mami 2.6
Mgmt For For Appoint Statutory Auditor Fukui, Yoshitaka 3.1
Mgmt For For Appoint Statutory Auditor Isoda, Mitsuo 3.2
Haverty Furniture Companies, Inc. Meeting Date: 05/07/2018 Country: USA
Meeting Type: Annual Ticker: HVT
Primary ISIN: US4195961010 Primary SEDOL: 2414245
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director L. Allison Dukes Mgmt For For
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Haverty Furniture Companies, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director Fred L. Schuermann 1.2
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Ratify Grant Thornton LLP as Auditors 2
Hawaiian Holdings, Inc. Meeting Date: 05/23/2018 Country: USA
Meeting Type: Annual Ticker: HA
Primary ISIN: US4198791018 Primary SEDOL: 2408044
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Donald J. Carty Mgmt For For
Mgmt For For Elect Director Abhinav Dhar 1.2
Mgmt For For Elect Director Earl E. Fry 1.3
Mgmt Withhold For Elect Director Lawrence S. Hershfield 1.4
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. Former employees or company founders are not sufficiently independent to serve on key board committees. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Peter R. Ingram 1.5
Mgmt Withhold For Elect Director Randall L. Jenson 1.6
Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Crystal K. Rose 1.7
Mgmt For For Elect Director Richard N. Zwern 1.8
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.
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Hazama Ando Corp. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 1719
Primary ISIN: JP3767810009 Primary SEDOL: 6687991
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 15
Mgmt For For
Mgmt Against For Elect Director Fukutomi, Masato 2.1
Mgmt Against For Elect Director Kojima, Hidekazu 2.2
Mgmt Against For Elect Director Kaneko, Haruyuki 2.3
Mgmt Against For Elect Director Ono, Toshio 2.4
Voter Rationale: The nominee should be held responsible for convictions of former employees of the company for a fraud linked to the Fukushima radiation decontamination project.
Mgmt Against For Elect Director Nomura, Toshiaki 2.5
Mgmt Against For Elect Director Ikegami, Toru 2.6
Mgmt Against For Elect Director Matsumoto, Hideo 2.7
Mgmt Against For Elect Director Miyamori, Shinya 2.8
Mgmt For For Elect Director Fujita, Masami 2.9
Mgmt For For Elect Director Kitagawa, Mariko 2.10
Mgmt For For Elect Director Kuwayama, Mieko 2.11
Mgmt For For Appoint Statutory Auditor Chonan, Norio 3
Mgmt For For Appoint Alternate Statutory Auditor Hiramatsu, Takemi
4
HCA Healthcare, Inc. Meeting Date: 04/26/2018 Country: USA
Meeting Type: Annual Ticker: HCA
Primary ISIN: US40412C1018 Primary SEDOL: B4MGBG6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director R. Milton Johnson Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
HCA Healthcare, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Robert J. Dennis 1b
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Director Nancy-Ann DeParle 1c
Mgmt For For Elect Director Thomas F. Frist, III 1d
Mgmt For For Elect Director William R. Frist 1e
Mgmt For For Elect Director Charles O. Holliday, Jr. 1f
Mgmt For For Elect Director Ann H. Lamont 1g
Mgmt For For Elect Director Geoffrey G. Meyers 1h
Mgmt For For Elect Director Michael W. Michelson 1i
Mgmt For For Elect Director Wayne J. Riley 1j
Mgmt For For Elect Director John W. Rowe 1k
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
HCI GROUP, INC. Meeting Date: 05/24/2018 Country: USA
Meeting Type: Annual Ticker: HCI
Primary ISIN: US40416E1038 Primary SEDOL: BBN23F5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director James Macchiarola Mgmt For Withhold
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
HCI GROUP, INC. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Specifically, the CEO's salary is relatively high and he received sizeable long-term incentive awards that were entirely time-vesting. Moreover, the company appears to benchmark his pay above the 75th percentile of peers despite sustained financial underperformance. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Withhold For Elect Director Harish M. Patel 1.2
Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Specifically, the CEO's salary is relatively high and he received sizeable long-term incentive awards that were entirely time-vesting. Moreover, the company appears to benchmark his pay above the 75th percentile of peers despite sustained financial underperformance. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Ratify Dixon Hughes Goodman, LLP as Auditors 2
HCP, Inc. Meeting Date: 04/26/2018 Country: USA
Meeting Type: Annual Ticker: HCP
Primary ISIN: US40414L1098 Primary SEDOL: 2417578
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Brian G. Cartwright Mgmt For For
Mgmt For For Elect Director Christine N. Garvey 1b
Mgmt Against For Elect Director David B. Henry 1c
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director Thomas M. Herzog 1d
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HCP, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Peter L. Rhein 1e
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Elect Director Joseph P. Sullivan 1f
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.
HD Supply Holdings, Inc. Meeting Date: 05/17/2018 Country: USA
Meeting Type: Annual Ticker: HDS
Primary ISIN: US40416M1053 Primary SEDOL: BBL5981
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Declassify the Board of Directors Mgmt For For
Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.
Mgmt Elect Director Betsy S. Atkins - Withdrawn Resolution
2.1
Mgmt For For Elect Director Scott D. Ostfeld 2.2
Mgmt For For Elect Director James A. Rubright 2.3
Mgmt For For Elect Director Lauren Taylor Wolfe 2.4
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
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HDFC Bank Limited Meeting Date: 06/29/2018 Country: India
Meeting Type: Annual Ticker: HDFCBANK
Primary ISIN: INE040A01026 Primary SEDOL: B5Q3JZ5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Dividend 2
Mgmt For For Reelect Keki Mistry as Director 3
Mgmt For For Approve S. R. Batliboi & Co., LLP, Chartered Accountants as Auditors and Authorize Board to Fix Their Remuneration
4
Mgmt For For Approve Related Party Transactions with Housing Development Finance Corporation Limited
5
Mgmt For For Approve Related Party Transactions with HDB Financial Services Limited
6
Mgmt For For Approve Issuance of Bonds/Non-Convertible Debentures on Private Placement Basis
7
Health Insurance Innovations, Inc. Meeting Date: 05/15/2018 Country: USA
Meeting Type: Annual Ticker: HIIQ
Primary ISIN: US42225K1060 Primary SEDOL: B7YHN62
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Paul E. Avery Mgmt For Withhold
Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. The CEO's excessive 2017 pay package is driven by sizeable bonus payments and outsized equity grants intended to cover two years of awards. Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Health Insurance Innovations, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director Anthony J. Barkett 1.2
Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. The CEO's excessive 2017 pay package is driven by sizeable bonus payments and outsized equity grants intended to cover two years of awards. Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt Withhold For Elect Director Paul G. Gabos 1.3
Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. The CEO's excessive 2017 pay package is driven by sizeable bonus payments and outsized equity grants intended to cover two years of awards. Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt For For Elect Director Michael W. Kosloske 1.4
Mgmt For For Elect Director Gavin D. Southwell 1.5
Mgmt For For Elect Director Robert S. Murley 1.6
Mgmt For For Elect Director John A. Fichthorn 1.7
Mgmt For For Ratify Grant Thornton LLP as Auditors 2
Healthcare Services Group, Inc. Meeting Date: 05/29/2018 Country: USA
Meeting Type: Annual Ticker: HCSG
Primary ISIN: US4219061086 Primary SEDOL: 2417619
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Theodore Wahl Mgmt For For
Mgmt Withhold For Elect Director John M. Briggs 1.2
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, this director is not sufficiently independent to serve as the independent lead director.
Mgmt Withhold For Elect Director Robert L. Frome 1.3
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
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Healthcare Services Group, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director Robert J. Moss 1.4
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director Dino D. Ottaviano 1.5
Mgmt For For Elect Director Michael E. McBryan 1.6
Mgmt For For Elect Director Diane S. Casey 1.7
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director John J. McFadden 1.8
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Jude Visconto 1.9
Mgmt For For Elect Director Daniela Castagnino 1.10
Mgmt For For Ratify Grant Thornton LLP as Auditors 2
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
HealthEquity, Inc. Meeting Date: 06/21/2018 Country: USA
Meeting Type: Annual Ticker: HQY
Primary ISIN: US42226A1079 Primary SEDOL: BP8XZL1
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Robert W. Selander Mgmt For For
Mgmt For For Elect Director Jon Kessler 1.2
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HealthEquity, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Stephen D. Neeleman 1.3
Mgmt For For Elect Director Frank A. Corvino 1.4
Mgmt For For Elect Director Adrian T. Dillon 1.5
Mgmt For For Elect Director Evelyn Dilsaver 1.6
Mgmt For For Elect Director Debra McCowan 1.7
Mgmt For For Elect Director Frank T. Medici 1.8
Mgmt Withhold For Elect Director Ian Sacks 1.9
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Gayle Wellborn 1.10
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Adopt Majority Voting for Uncontested Election of Directors
4
Voter Rationale: The company's decision to introduce majority voting to elect directors is a good improvement. However, boards should adopt a truly binding standard so that shareholders make the ultimate decision about who will represent their interests.
Mgmt For For Eliminate Supermajority Vote Requirement 5
Voter Rationale: Board efforts to reduce supermajority provisions are appreciated, as they create artificial barriers for shareholders. Majority voting should be sufficient to change policies.
Mgmt For For Provide Right to Call Special Meeting 6
HealthStream, Inc. Meeting Date: 05/24/2018 Country: USA
Meeting Type: Annual Ticker: HSTM
Primary ISIN: US42222N1037 Primary SEDOL: 2577870
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Robert A. Frist, Jr. Mgmt For For
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HealthStream, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Moreover, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Withhold For Elect Director Frank Gordon 1.2
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director C. Martin Harris 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Heartland Express, Inc. Meeting Date: 05/10/2018 Country: USA
Meeting Type: Annual Ticker: HTLD
Primary ISIN: US4223471040 Primary SEDOL: 2414018
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Michael J. Gerdin Mgmt For For
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Also, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
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Heartland Express, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Larry J. Gordon 1.2
Mgmt Withhold For Elect Director Benjamin J. Allen 1.3
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Brenda S. Neville 1.4
Mgmt For For Elect Director James G. Pratt 1.5
Mgmt For For Elect Director Tahira K. Hira 1.6
Mgmt For For Elect Director Michael J. Sullivan 1.7
Mgmt For For Ratify Grant Thornton LLP as Auditors 2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Heartland Financial USA, Inc. Meeting Date: 05/16/2018 Country: USA
Meeting Type: Annual Ticker: HTLF
Primary ISIN: US42234Q1022 Primary SEDOL: 2828147
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Lynn B. Fuller Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Lastly, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders.
Mgmt For For Elect Director R. Michael McCoy 1b
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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Heartland Financial USA, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director Martin J. Schmitz 1c
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Approve Increase in Size of Board 2a
Mgmt For For Amend Director Qualifications 2b
Mgmt For For Ratify KPMG LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
4
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Hearts United Group Co., Ltd. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 3676
Primary ISIN: JP3765110006 Primary SEDOL: BDFLKD1
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Articles to Change Company Name Mgmt For For
Mgmt For For Elect Director Tamatsuka, Genichi 2.1
Mgmt For For Elect Director Miyazawa, Eiichi 2.2
Mgmt Against For Elect Director Yanagiya, Takashi 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tsukushi, Toshiya 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Ishiwata, Gaku 2.5
Mgmt Against For Appoint Statutory Auditor Kazama, Keiya 3
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Hearts United Group Co., Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Appoint Alternate Statutory Auditor Okano, Yoko 4
Hecla Mining Company Meeting Date: 05/24/2018 Country: USA
Meeting Type: Annual Ticker: HL
Primary ISIN: US4227041062 Primary SEDOL: 2418601
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director George R. Nethercutt, Jr. Mgmt For Against
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Stephen F. Ralbovsky 1b
Mgmt For For Elect Director Catherine 'Cassie' J. Boggs 1c
Mgmt For For Ratify BDO USA, LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Reduce Supermajority Vote Requirement 4
Voter Rationale: Board efforts to reduce supermajority provisions are appreciated, as they create artificial barriers for shareholders. Majority voting should be sufficient to change policies.
Mgmt For For Provide Right to Call Special Meeting 5
SH For None Declassify the Board of Directors 6
Voter Rationale: The annual election of directors provides greater accountability to shareholders and is a widely accepted best practice in corporate governance. Shareholders should have the opportunity to communicate with directors regarding their performance regularly.
HeidelbergCement AG Meeting Date: 05/09/2018 Country: Germany
Meeting Type: Annual Ticker: HEI
Primary ISIN: DE0006047004 Primary SEDOL: 5120679
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HeidelbergCement AG
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2017 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.90 per Share
2
Mgmt For For Approve Discharge of Management Board Member Bernd Scheifele for Fiscal 2017
3.1
Mgmt For For Approve Discharge of Management Board Member Dominik von Achten for Fiscal 2017
3.2
Mgmt For For Approve Discharge of Management Board Member Kevin Gluskie for Fiscal 2017
3.3
Mgmt For For Approve Discharge of Management Board Member Hakan Gurdal for Fiscal 2017
3.4
Mgmt For For Approve Discharge of Management Board Member Jon Morrish for Fiscal 2017
3.5
Mgmt For For Approve Discharge of Management Board Member Lorenz Naeger for Fiscal 2017
3.6
Mgmt For For Approve Discharge of Management Board Member Albert Scheuer for Fiscal 2017
3.7
Mgmt For For Approve Discharge of Supervisory Board Member Fritz-Juergen Heckmann for Fiscal 2017
4.1
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Approve Discharge of Supervisory Board Member Heinz Schmitt for Fiscal 2017
4.2
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Approve Discharge of Supervisory Board Member Josef Heumann for Fiscal 2017
4.3
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Approve Discharge of Supervisory Board Member Gabriele Kailing for Fiscal 2017
4.4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Approve Discharge of Supervisory Board Member Ludwig Merckle for Fiscal 2017
4.5
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Approve Discharge of Supervisory Board Member Tobias Merckle for Fiscal 2017
4.6
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
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HeidelbergCement AG Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Approve Discharge of Supervisory Board Member Alan Murray for Fiscal 2017
4.7
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Approve Discharge of Supervisory Board Member Juergen Schneider for Fiscal 2017
4.8
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Approve Discharge of Supervisory Board Member Werner Schraeder for Fiscal 2017
4.9
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Approve Discharge of Supervisory Board member Frank-Dirk Steininger for Fiscal 2017
4.10
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Approve Discharge of Supervisory Board Member Margret Suckale for Fiscal 2017
4.11
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Approve Discharge of Supervisory Board Member Stephan Wehning for Fiscal 2017
4.12
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Approve Discharge of Supervisory Board Member Marion Weissenberger-Eibl for Fiscal 2017
4.13
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify Ernst & Young GmbH as Auditors for Fiscal 2018
5
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Elect Margret Suckale to the Supervisory Board 6
Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 4 Billion; Approve Creation of EUR 118.8 Million Pool of Capital to Guarantee Conversion Rights
7
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Heidrick & Struggles International, Inc. Meeting Date: 05/24/2018 Country: USA
Meeting Type: Annual Ticker: HSII
Primary ISIN: US4228191023 Primary SEDOL: 2413071
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Elizabeth L. Axelrod Mgmt For For
Mgmt For For Elect Director Clare M. Chapman 1.2
Mgmt For For Elect Director Gary E. Knell 1.3
Mgmt For For Elect Director Lyle Logan 1.4
Mgmt For For Elect Director Willem Mesdag 1.5
Mgmt For For Elect Director Krishnan Rajagopalan 1.6
Mgmt For For Elect Director Adam Warby 1.7
Mgmt Withhold For Elect Director Tracy R. Wolstencroft 1.8
Voter Rationale: Retiring CEOs should not assume the role of the Chairman as it may impact a proper balance of authority and responsibility between executive management and the board.
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Against For Amend Omnibus Stock Plan 4
Voter Rationale: This plan could lead to excessive dilution.In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
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Heineken NV Meeting Date: 04/19/2018 Country: Netherlands
Meeting Type: Annual Ticker: HEIA
Primary ISIN: NL0000009165 Primary SEDOL: 7792559
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt Receive Report of Management Board (Non-Voting)
1.a
Mgmt Discuss Remuneration Report Containing Remuneration Policy for Management Board Members
1.b
Mgmt For For Adopt Financial Statements 1.c
Mgmt Receive Explanation on Dividend Policy 1.d
Mgmt For For Approve Dividends of EUR 1.47 per Share 1.e
Mgmt For For Approve Discharge of Management Board 1.f
Mgmt For For Approve Discharge of Supervisory Board 1.g
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
2.a
Mgmt For For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital
2.b
Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances under Item 2b
2.c
Mgmt Discussion on Company's Corporate Governance Structure
3
Mgmt For For Amend Articles 4, 9, 10, 12, 13 and 16 of the Articles of Association
4
Mgmt Against For Reelect Jose Antonio Fernandez Carbajal to Supervisory Board
5.a
Voter Rationale: The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Reelect Javier Gerardo Astaburuaga Sanjines to Supervisory Board
5.b
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Jean-Marc Huet to Supervisory Board 5.c
Mgmt For For Elect Marion Helmes to Supervisory Board 5.d
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Heiwa Corp. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 6412
Primary ISIN: JP3834200002 Primary SEDOL: 6419581
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, With a Final Dividend of JPY 40
Mgmt For For
Mgmt Against For Elect Director Minei, Katsuya 2.1
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Mgmt Against For Elect Director Moromizato, Toshinobu 2.2
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Mgmt Against For Elect Director Ota, Yutaka 2.3
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Mgmt Against For Elect Director Miyara, Mikio 2.4
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Mgmt Against For Elect Director Yoshino, Toshio 2.5
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Mgmt Against For Elect Director Nakada, Katsumasa 2.6
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Mgmt Against For Elect Director Sagehashi, Takashi 2.7
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
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Heiwa Corp. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Katsumata, Nobuki 2.8
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Mgmt Against For Elect Director Arai, Hisao 2.9
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Mgmt Against For Elect Director Kaneshi, Tamiki 2.10
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Mgmt For For Elect Director Yamaguchi, Kota 2.11
Mgmt For For Appoint Statutory Auditor Ikemoto, Yasuaki 3.1
Mgmt For For Appoint Statutory Auditor Endo, Akinori 3.2
Heiwa Real Estate Co. Ltd. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 8803
Primary ISIN: JP3834800009 Primary SEDOL: 6419600
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 20
Mgmt For For
Mgmt For For Elect Director Aizawa, Motoya 2.1
Mgmt For For Elect Director Saida, Kunitaro 2.2
Mgmt For For Elect Director Ota, Junji 2.3
Mgmt For For Appoint Statutory Auditor Tsubaki, Chikami 3.1
Mgmt For For Appoint Statutory Auditor Sekine, Jun 3.2
Mgmt For For Approve Annual Bonus 4
Mgmt For For Approve Compensation Ceilings for Directors and Statutory Auditors
5
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Heiwa Real Estate Co. Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Approve Takeover Defense Plan (Poison Pill) 6
Voter Rationale: Where poison pills are adopted, they should be approved by shareholders prior to deployment at least every three years, include independent oversight, and be of a limited duration. The best defence against a take-over is strong management.
Heiwado Co. Ltd. Meeting Date: 05/17/2018 Country: Japan
Meeting Type: Annual Ticker: 8276
Primary ISIN: JP3834400008 Primary SEDOL: 6419611
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 21
Mgmt For For
Mgmt For For Elect Director Natsuhara, Hirakazu 2.1
Mgmt For For Elect Director Hiramatsu, Masashi 2.2
Mgmt Against For Elect Director Natsuhara, Kohei 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Natsuhara, Yohei 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tabuchi, Hisashi 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fukushima, Shigeru 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tanaka, Hitoshi 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director and Audit Committee Member Jikumaru, Kinya
3.1
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director and Audit Committee Member Kinoshita, Takashi
3.2
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director and Audit Committee Member Takenaka, Akitoshi
3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director and Audit Committee Member Yamakawa, Susumu
3.4
Helix Energy Solutions Group, Inc. Meeting Date: 05/10/2018 Country: USA
Meeting Type: Annual Ticker: HLX
Primary ISIN: US42330P1075 Primary SEDOL: 2037062
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Owen Kratz Mgmt For For
Mgmt For For Elect Director James A. Watt 1.2
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Hellenic Telecommunication Organization (OTE) SA Meeting Date: 06/12/2018 Country: Greece
Meeting Type: Annual Ticker: HTO
Primary ISIN: GRS260333000 Primary SEDOL: 5051605
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt For For Accept Financial Statements and Statutory Reports
1
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Discharge of Board and Auditors 2
Mgmt For For Ratify Auditors 3
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
SH Against None Approve Director Remuneration 4
Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.
Mgmt For For Approve Director Liability Contracts 5
Mgmt For For Amend Corporate Purpose 6
SH For None Elect Alberto Horcajo as Director 7.1
SH Do Not Vote None Elect Michael Tsamaz as Director 7.2
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
SH Abstain None Elect Charalampos Mazarakis as Director 7.3
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
SH Abstain None Elect Srini Gopalan as Director 7.4
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
SH Abstain None Elect Robert Hauber as Director 7.5
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
SH Abstain None Elect Michael Wilkens as Director 7.6
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
SH Abstain None Elect Kyra Orth as Director 7.7
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
SH Abstain None Elect Panagiotis Tabourlos as Director 7.8
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
SH Abstain None Elect Andreas Psathas as Director 7.9
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
SH Abstain None Elect Ioannis Floros as Director 7.10
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
SH Abstain None Elect Panagiotis Skevofylax as Director 7.11
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt For For Authorize Board or Directors to Participate in Companies with Similar Business Interests
8
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Helvetia Holding AG Meeting Date: 04/20/2018 Country: Switzerland
Meeting Type: Annual Ticker: HELN
Primary ISIN: CH0012271687 Primary SEDOL: 7189292
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Discharge of Board and Senior Management
2
Mgmt For For Approve Allocation of Income and Dividends of CHF 23.00 per Share
3
Mgmt Against For Elect Doris Schurter as Director and Board Chairman
4.1
Voter Rationale: Votes AGAINST the non-independent nominees, Doris Russi Schurter, Hans-Juerg Bernet, Jean-Rene Fournier, Hans Kuenzle, Christoph Lechner and Thomas Schmueckli, are warranted because the majority of the board members would be non-independent.
Mgmt Against For Reelect Hans-Juerg Bernet as Director 4.2.a
Voter Rationale: Votes AGAINST the non-independent nominees, Doris Russi Schurter, Hans-Juerg Bernet, Jean-Rene Fournier, Hans Kuenzle, Christoph Lechner and Thomas Schmueckli, are warranted because the majority of the board members would be non-independent.
Mgmt For For Elect Beat Fellmann as Director 4.2.b
Mgmt Against For Reelect Jean-Rene Fournier as Director 4.2.c
Voter Rationale: Votes AGAINST the non-independent nominees, Doris Russi Schurter, Hans-Juerg Bernet, Jean-Rene Fournier, Hans Kuenzle, Christoph Lechner and Thomas Schmueckli, are warranted because the majority of the board members would be non-independent.
Mgmt For For Reelect Ivo Furrer as Director 4.2.d
Mgmt Against For Reelect Hans Kuenzle as Director 4.2.e
Voter Rationale: Votes AGAINST the non-independent nominees, Doris Russi Schurter, Hans-Juerg Bernet, Jean-Rene Fournier, Hans Kuenzle, Christoph Lechner and Thomas Schmueckli, are warranted because the majority of the board members would be non-independent.
Mgmt Against For Reelect Christoph Lechner as Director 4.2.f
Voter Rationale: Votes AGAINST the non-independent nominees, Doris Russi Schurter, Hans-Juerg Bernet, Jean-Rene Fournier, Hans Kuenzle, Christoph Lechner and Thomas Schmueckli, are warranted because the majority of the board members would be non-independent.
Mgmt For For Reelect Gabriela Payer as Director 4.2.g
Mgmt Against For Elect Thomas Schmueckli as Director 4.2.h
Voter Rationale: Votes AGAINST the non-independent nominees, Doris Russi Schurter, Hans-Juerg Bernet, Jean-Rene Fournier, Hans Kuenzle, Christoph Lechner and Thomas Schmueckli, are warranted because the majority of the board members would be non-independent.
Mgmt For For Reelect Andreas von Planta as Director 4.2.i
Mgmt For For Elect Ragula Wallimann as Director 4.2.j
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Helvetia Holding AG Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Reappoint Hans-Juerg Bernet as Member of the Compensation Committee
4.3.a
Voter Rationale: Votes AGAINST the non-independent nominees to the compensation committee, Hans-Juerg Bernet and Christoph Lechner, are also warranted.
Mgmt Against For Reappoint Christoph Lechner as Member of the Compensation Committee
4.3.b
Voter Rationale: Votes AGAINST the non-independent nominees to the compensation committee, Hans-Juerg Bernet and Christoph Lechner, are also warranted.
Mgmt For For Reappoint Gabriela Payer as Member of the Compensation Committee
4.3.c
Mgmt For For Reappoint Andreas von Planta as Member of the Compensation Committee
4.3.d
Mgmt For For Approve Fixed Remuneration of Directors in the Amount of CHF 3.1 Million
5.1
Mgmt For For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 8.2 Million
5.2
Mgmt For For Approve Total Amount of Retroactive Fixed Remuneration of Directors in the Amount of CHF 700,000 for Fiscal 2017
5.3
Mgmt For For Approve Variable Remuneration of Executive Committee in the Amount of CHF 5.5 Million for Fiscal 2017
5.4
Mgmt For For Designate Schmuki Bachmann as Independent Proxy
6
Mgmt For For Ratify KPMG AG as Auditors 7
Mgmt Against For Transact Other Business (Voting) 8
Voter Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Hemfosa Fastigheter AB Meeting Date: 04/18/2018 Country: Sweden
Meeting Type: Annual Ticker: HEMF
Primary ISIN: SE0007126115 Primary SEDOL: BXRTNW3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Designate Inspector(s) of Minutes of Meeting 4
Mgmt For For Acknowledge Proper Convening of Meeting 5
Mgmt For For Approve Agenda of Meeting 6
Mgmt Receive Financial Statements and Statutory Reports
7
Mgmt Receive Board's Report 8
Mgmt Receive President's Report 9
Mgmt For For Accept Financial Statements and Statutory Reports
10a
Mgmt For For Approve Allocation of Income and Dividends of Dividends of SEK 4.80 Per Ordinary Share and SEK 10 Per Preference Share
10b
Mgmt For For Approve Discharge of Board and President 10c
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 475,000 for Chairman and SEK 210,000 for Other Members; Approve Remuneration for Committee Work; Approve Remuneration of Auditors
11
Mgmt For For Reelect Bengt Kjell (Chairman), Jens Engwall, Gunilla Hogbom, Anneli Lindblom, Per-Ingemar Persson, Caroline Sundewall and Ulrika Valassi as Directors; Ratify KPMG as Auditors
12
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Approve Issuance of Ordinary Shares without Preemptive Rights
13
Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
14
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
15
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Close Meeting 16
Hemisphere Media Group, Inc. Meeting Date: 05/22/2018 Country: USA
Meeting Type: Annual Ticker: HMTV
Primary ISIN: US42365Q1031 Primary SEDOL: B8L2798
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Hemisphere Media Group, Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director James M. McNamara Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Elect Director Eric C. Neuman 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Elect Director John Engelman 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Elect Director Andrew S. Frey 1.4
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Ratify RSM US LLP as Auditors 2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Henderson Land Development Co. Ltd. Meeting Date: 06/01/2018 Country: Hong Kong
Meeting Type: Annual Ticker: 12
Primary ISIN: HK0012000102 Primary SEDOL: 6420538
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Lee Shau Kee as Director 3.1
Mgmt For For Elect Lam Ko Yin, Colin as Director 3.2
Mgmt For For Elect Yip Ying Chee, John as Director 3.3
Mgmt For For Elect Woo Ka Biu, Jackson as Director 3.4
Mgmt Against For Elect Leung Hay Man as Director 3.5
Mgmt For For Elect Poon Chung Kwong as Director 3.6
Mgmt For For Approve KPMG as Auditors and Authorize Board to Fix Their Remuneration
4
Mgmt For For Approve Issuance of Bonus Shares 5A
Mgmt For For Authorize Repurchase of Issued Share Capital 5B
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
5C
Mgmt Against For Authorize Reissuance of Repurchased Shares 5D
Henry Schein, Inc. Meeting Date: 05/31/2018 Country: USA
Meeting Type: Annual Ticker: HSIC
Primary ISIN: US8064071025 Primary SEDOL: 2416962
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Barry J. Alperin Mgmt For For
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. However, in light of the refreshment that we have seen this year, we will continue to support at this time. The Company is encouraged to review this position before the next AGM.
Mgmt For For Elect Director Gerald A. Benjamin 1b
Mgmt For For Elect Director Stanley M. Bergman 1c
Mgmt For For Elect Director James P. Breslawski 1d
Mgmt For For Elect Director Paul Brons 1e
Mgmt For For Elect Director Shira Goodman 1f
Mgmt For For Elect Director Joseph L. Herring 1g
Mgmt For For Elect Director Kurt P. Kuehn 1h
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Henry Schein, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Philip A. Laskawy 1i
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, this director is not sufficiently independent to serve as the independent lead director. However, in light of the refreshment that we have seen this year, we will continue to support at this time. The Company is encouraged to review this position before the next AGM.
Mgmt For For Elect Director Anne H. Margulies 1j
Mgmt For For Elect Director Mark E. Mlotek 1k
Mgmt For For Elect Director Steven Paladino 1l
Mgmt For For Elect Director Carol Raphael 1m
Mgmt For For Elect Director E. Dianne Rekow 1n
Mgmt For For Elect Director Bradley T. Sheares 1o
Mgmt For For Increase Authorized Common Stock 2
Mgmt Against For Adopt the Jurisdiction of Incorporation as the Exclusive Forum for Certain Disputes
3
Voter Rationale: Measures that restrict investors' access to courts are not preferred practice and should be avoided.
Mgmt For For Amend Certificate of Incorporation 4
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
5
Voter Rationale: Severance payments should not exceed two year s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. The Company is encouraged to disclose the EPS targets attached to its performance based equity going forward.
Mgmt For For Ratify BDO USA, LLP as Auditors 6
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
HERA SPA Meeting Date: 04/26/2018 Country: Italy
Meeting Type: Annual Ticker: HER
Primary ISIN: IT0001250932 Primary SEDOL: 7598003
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Approve Financial Statements, Statutory Reports, and Allocation of Income
1
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt Against For Approve Remuneration Policy 2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
3
Mgmt For For Elect Director 4
Mgmt Against None Deliberations on Possible Legal Action Against Directors if Presented by Shareholders
A
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Herc Holdings Inc. Meeting Date: 05/17/2018 Country: USA
Meeting Type: Annual Ticker: HRI
Primary ISIN: US42704L1044 Primary SEDOL: BZBZ020
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Herbert L. Henkel Mgmt For For
Mgmt For For Elect Director Lawrence H. Silber 1b
Mgmt For For Elect Director James H. Browning 1c
Mgmt For For Elect Director Patrick D. Campbell 1d
Mgmt Against For Elect Director Nicholas Graziano 1e
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Director Jean K. Holley 1f
Mgmt For For Elect Director Jacob M. Katz 1g
Mgmt For For Elect Director Michael A. Kelly 1h
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Herc Holdings Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Courtney Mather 1i
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt Against For Elect Director Louis J. Pastor 1j
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Director Mary Pat Salomone 1k
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Omnibus Stock Plan 3
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Moreover, this plan could lead to excessive dilution. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Amend Qualified Employee Stock Purchase Plan 4
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 5
Heritage Commerce Corp Meeting Date: 05/24/2018 Country: USA
Meeting Type: Annual Ticker: HTBK
Primary ISIN: US4269271098 Primary SEDOL: 2503916
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Julianne M. Biagini-Komas Mgmt For For
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Heritage Commerce Corp Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director Frank G. Bisceglia 1.2
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Withhold For Elect Director Jack W. Conner 1.3
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director J. Philip DiNapoli 1.4
Mgmt For For Elect Director Steven L. Hallgrimson 1.5
Mgmt For For Elect Director Walter T. Kaczmarek 1.6
Mgmt Withhold For Elect Director Robert T. Moles 1.7
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Laura Roden 1.8
Mgmt Withhold For Elect Director Ranson W. Webster 1.9
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt One Year Three Years Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify Crowe Horwath LLP as Auditors 4
Heritage Financial Corporation Meeting Date: 05/02/2018 Country: USA
Meeting Type: Annual Ticker: HFWA
Primary ISIN: US42722X1063 Primary SEDOL: 2619880
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Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Brian S. Charneski Mgmt For Against
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director John A. Clees 1.2
Mgmt For For Elect Director Kimberly T. Ellwanger 1.3
Mgmt For For Elect Director Stephen A. Dennis 1.4
Mgmt For For Elect Director Deborah J. Gavin 1.5
Mgmt Against For Elect Director Jeffrey S. Lyon 1.6
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Gragg E. Miller 1.7
Mgmt For For Elect Director Anthony B. Pickering 1.8
Mgmt For For Elect Director Brian L. Vance 1.9
Mgmt For For Elect Director Ann Watson 1.10
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Ratify Crowe Horwath LLP as Auditors 3
Heritage Insurance Holdings, Inc. Meeting Date: 06/22/2018 Country: USA
Meeting Type: Annual Ticker: HRTG
Primary ISIN: US42727J1025 Primary SEDOL: BMN9870
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Bruce Lucas Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Richard Widdicombe 1.2
Mgmt For For Elect Director Panagiotis (Pete) Apostolou 1.3
Mgmt Withhold For Elect Director Irini Barlas 1.4
Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Specifically, there are concerns regarding outsized base salaries of NEOS, high total CEO pay, and problematic annual incentive program with non-rigorous goals and lacking disclosure on payout determination.
Mgmt For For Elect Director Trifon Houvardas 1.5
Mgmt For For Elect Director Steven Martindale 1.6
Mgmt Withhold For Elect Director James Masiello 1.7
Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Specifically, there are concerns regarding outsized base salaries of NEOS, high total CEO pay, and problematic annual incentive program with non-rigorous goals and lacking disclosure on payout determination.
Mgmt Withhold For Elect Director Nicholas Pappas 1.8
Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Specifically, there are concerns regarding outsized base salaries of NEOS, high total CEO pay, and problematic annual incentive program with non-rigorous goals and lacking disclosure on payout determination.
Mgmt For For Elect Director Joseph Vattamattam 1.9
Mgmt For For Elect Director Vijay Walvekar 1.10
Mgmt For For Ratify Grant Thornton LLP as Auditors 2
Heritage-Crystal Clean, Inc. Meeting Date: 05/01/2018 Country: USA
Meeting Type: Annual Ticker: HCCI
Primary ISIN: US42726M1062 Primary SEDOL: B2Q96P1
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Fred Fehsenfeld, Jr. Mgmt For Withhold
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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Heritage-Crystal Clean, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Jim Schumacher 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify Grant Thornton LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, companies should not extend vesting periods or allow re-testing of performance targets because this weakens the effectiveness of incentive schemes.
Mgmt Against For Other Business 4
Voter Rationale: Any Other Business should not be a voting item.
Hermes International Meeting Date: 06/05/2018 Country: France
Meeting Type: Annual/Special Ticker: RMS
Primary ISIN: FR0000052292 Primary SEDOL: 5253973
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Discharge of General Managers 3
Mgmt For For Approve Allocation of Income and Ordinary Dividends of EUR 4.10 per Share and Extraordinary Dividends of EUR 5.00 per Share
4
Mgmt Against For Approve Auditors' Special Report on Related-Party Transactions
5
Voter Rationale: Shareholders should be given relevant and sufficient information to make an informed decision.
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
6
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Against For Approve Compensation of Axel Dumas, General Manager
7
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Compensation of Emile Hermes SARL, General Manager
8
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Reelect Matthieu Dumas as Supervisory Board Member
9
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Blaise Guerrand as Supervisory Board Member
10
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Olympia Guerrand as Supervisory Board Member
11
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Robert Peugeot as Supervisory Board Member
12
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. Moreover, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
13
Mgmt For For Authorize Filing of Required Documents/Other Formalities
14
Hersha Hospitality Trust Meeting Date: 06/01/2018 Country: USA
Meeting Type: Annual Ticker: HT
Primary ISIN: US4278255009 Primary SEDOL: BYYTSK6
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Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Jay H. Shah Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Thomas J. Hutchison, III 1b
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Elect Director Donald J. Landry 1c
Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. Additionally, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Michael A. Leven 1d
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify KPMG LLP as Auditors 3
Hertz Global Holdings, Inc. Meeting Date: 05/22/2018 Country: USA
Meeting Type: Annual Ticker: HTZ
Primary ISIN: US42806J1060 Primary SEDOL: BZBYZY4
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Hertz Global Holdings, Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director David Barnes Mgmt For For
Mgmt Against For Elect Director SungHwan Cho 1b
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Director Vincent Intrieri 1c
Mgmt For For Elect Director Henry Keizer 1d
Mgmt For For Elect Director Kathryn Marinello 1e
Mgmt For For Elect Director Anindita Mukherjee 1f
Mgmt For For Elect Director Daniel Ninivaggi 1g
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Heska Corporation Meeting Date: 05/03/2018 Country: USA
Meeting Type: Annual Ticker: HSKA
Primary ISIN: US42805E3062 Primary SEDOL: B44C366
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Scott W. Humphrey Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Sharon J. Larson 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Bonnie J. Trowbridge 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Amend Omnibus Stock Plan 2
Voter Rationale: This plan could lead to excessive dilution. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Against For Increase Authorized Common Stock 3
Voter Rationale: A vote AGAINST this proposal is warranted as the amended and restated 1997 Stock Incentive Plan contemplated under Item 2 does not warrant shareholder support.
Mgmt For For Ratify EKS&H LLLP as Auditors 4
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
5
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Adjourn Meeting 6
Voter Rationale: A vote AGAINST this proposal is warranted given that support for Items 2, 3, and 7 is not warranted.
Mgmt Against For Other Business 7
Voter Rationale: Any Other Business should not be a voting item.
Hess Corporation Meeting Date: 06/06/2018 Country: USA
Meeting Type: Annual Ticker: HES
Primary ISIN: US42809H1077 Primary SEDOL: 2023748
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Hess Corporation
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Rodney F. Chase Mgmt For For
Mgmt For For Elect Director Terrence J. Checki 1.2
Mgmt For For Elect Director Leonard S. Coleman, Jr. 1.3
Mgmt For For Elect Director John B. Hess 1.4
Mgmt For For Elect Director Edith E. Holiday 1.5
Mgmt Against For Elect Director Risa Lavizzo-Mourey 1.6
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Marc S. Lipschultz 1.7
Mgmt For For Elect Director David McManus 1.8
Mgmt For For Elect Director Kevin O. Meyers 1.9
Mgmt For For Elect Director James H. Quigley 1.10
Mgmt For For Elect Director Fredric G. Reynolds 1.11
Mgmt For For Elect Director William G. Schrader 1.12
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Hewlett Packard Enterprise Company Meeting Date: 04/04/2018 Country: USA
Meeting Type: Annual Ticker: HPE
Primary ISIN: US42824C1099 Primary SEDOL: BYVYWS0
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Daniel Ammann Mgmt For For
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Proponent
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Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Michael J. Angelakis 1b
Mgmt For For Elect Director Leslie A. Brun 1c
Mgmt For For Elect Director Pamela L. Carter 1d
Mgmt For For Elect Director Raymond J. Lane 1e
Mgmt For For Elect Director Ann M. Livermore 1f
Mgmt For For Elect Director Antonio F. Neri 1g
Mgmt For For Elect Director Raymond E. Ozzie 1h
Mgmt For For Elect Director Gary M. Reiner 1i
Mgmt For For Elect Director Patricia F. Russo 1j
Mgmt Against For Elect Director Lip-Bu Tan 1k
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Director Margaret C. Whitman 1l
Mgmt For For Elect Director Mary Agnes Wilderotter 1m
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
SH Against Against Provide Right to Act by Written Consent 4
Hexagon AB Meeting Date: 05/04/2018 Country: Sweden
Meeting Type: Annual Ticker: HEXA B
Primary ISIN: SE0000103699 Primary SEDOL: B1XFTL2
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
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Hexagon AB Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive President's Report 7
Mgmt Receive Financial Statements and Statutory Reports
8a
Mgmt Receive Auditor's Report on Application of Guidelines for Remuneration for Executive Management
8b
Mgmt Receive the Board's Dividend Proposal 8c
Mgmt For For Accept Financial Statements and Statutory Reports
9a
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.53 Per Share
9b
Mgmt For For Approve Discharge of Board and President 9c
Mgmt For For Determine Number of Members (8) and Deputy Members (0) of Board
10
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.48 Million for Chairman, SEK 890,000 for Vice Chairman, and SEK 575,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of Auditors
11
Voter Rationale: Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Reelect Ola Rollen, Gun Nilsson (Chair), Ulrika Francke, John Brandon, Henrik Henriksson, Hans Vestberg, Sofia Schorling Hogberg and Marta Schorling Andreen as Directors; Ratify Ernst & Young as Auditors
12
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Reelect Mikael Ekdahl, Jan Andersson, Anders Oscarsson and Ossian Ekdahl as Members of Nominating Committee
13
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
14
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
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Hexagon AB Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Close Meeting 15
HFF, Inc. Meeting Date: 05/24/2018 Country: USA
Meeting Type: Annual Ticker: HF
Primary ISIN: US40418F1084 Primary SEDOL: B1Q1RT1
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Susan P. McGalla Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Lenore M. Sullivan 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Morgan K. O'Brien 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Hibbett Sports, Inc. Meeting Date: 05/30/2018 Country: USA
Meeting Type: Annual Ticker: HIBB
Primary ISIN: US4285671016 Primary SEDOL: 2428376
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Jane F. Aggers Mgmt For For
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Terrance G. Finley 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Jeffry O. Rosenthal 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Hibiya Engineering Ltd. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 1982
Primary ISIN: JP3793400007 Primary SEDOL: 6437970
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 30
Mgmt For For
Mgmt For For Elect Director Nishimura, Yoshiharu 2.1
Mgmt For For Elect Director Toyoda, Shigeru 2.2
Mgmt For For Elect Director Kamachi, Tetsuya 2.3
Mgmt For For Elect Director Shimoda, Keisuke 2.4
Mgmt For For Elect Director Jitsukawa, Hiroshi 2.5
Mgmt For For Elect Director Yamauchi, Yuji 2.6
Mgmt For For Elect Director Kusumi, Kensho 2.7
Mgmt For For Elect Director Atsumi, Hiro 2.8
Mgmt For For Elect Director Hashimoto, Seiichi 2.9
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Hibiya Engineering Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Appoint Statutory Auditor Tadakoshi, Hirotaka 3
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Hiday Hidaka Corp. Meeting Date: 05/25/2018 Country: Japan
Meeting Type: Annual Ticker: 7611
Primary ISIN: JP3765180009 Primary SEDOL: 6173854
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Kanda, Tadashi Mgmt For For
Mgmt For For Elect Director Takahashi, Hitoshi 1.2
Mgmt Against For Elect Director Arita, Akira 1.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shima, Juichi 1.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yoshida, Nobuyuki 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kase, Hiroyuki 1.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fuchigami, Tatsutoshi 1.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Ishizaka, Noriko 1.8
Mgmt For For Elect Director Akachi, Fumio 1.9
Hikari Tsushin Inc Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 9435
Primary ISIN: JP3783420007 Primary SEDOL: 6416322
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Hikari Tsushin Inc
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Shigeta, Yasumitsu Mgmt For For
Mgmt For For Elect Director Tamamura, Takeshi 1.2
Mgmt Against For Elect Director Wada, Hideaki 1.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Gido, Ko 1.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Owada, Seiya 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Takahashi, Masato 1.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
HILTON WORLDWIDE HOLDINGS INC. Meeting Date: 05/10/2018 Country: USA
Meeting Type: Annual Ticker: HLT
Primary ISIN: US43300A2033 Primary SEDOL: BYVMW06
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Christopher J. Nassetta Mgmt For For
Mgmt Against For Elect Director Jonathan D. Gray 1b
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director Charlene T. Begley 1c
Mgmt For For Elect Director Melanie L. Healey 1d
Mgmt For For Elect Director Raymond E. Mabus, Jr. 1e
Mgmt For For Elect Director Judith A. McHale 1f
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
HILTON WORLDWIDE HOLDINGS INC. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director John G. Schreiber 1g
Mgmt For For Elect Director Elizabeth A. Smith 1h
Mgmt For For Elect Director Douglas M. Steenland 1i
Mgmt Elect Director Zhang Ling - Resigned Director 1j
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Hindustan Unilever Limited. Meeting Date: 06/29/2018 Country: India
Meeting Type: Annual Ticker: 500696
Primary ISIN: INE030A01027 Primary SEDOL: 6261674
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Confirm Interim Dividend and Declare Final Dividend
2
Mgmt For For Reelect Pradeep Banerjee as Director 3
Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.
Mgmt For For Reelect Dev Bajpai as Director 4
Mgmt For For Reelect Srinivas Phatak as Director 5
Mgmt For For Approve Reappointment and Remuneration of Sanjiv Mehta as Managing Director and Chief Executive Officer
6
Mgmt For For Approve Remuneration of Cost Auditors 7
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Hingham Institution for Savings Meeting Date: 04/26/2018 Country: USA
Meeting Type: Annual Ticker: HIFS
Primary ISIN: US4333231029 Primary SEDOL: 2428439
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Michael J. Desmond Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Withhold For Elect Director Ronald D. Falcione 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt Withhold For Elect Director Robert A. Lane 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt Withhold For Elect Director Scott L. Moser 1.4
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.
Mgmt For For Elect Director Kara Gaughen Smith 1.5
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Withhold For Elect Director Jacqueline M. Youngworth 1.6
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. In addition, this director is not sufficiently independent to serve as the independent lead director. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Lastly, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Company Clerk Jacqueline M. Youngworth 2
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Hingham Institution for Savings Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Hino Motors Ltd. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 7205
Primary ISIN: JP3792600003 Primary SEDOL: 6428305
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Ichihashi, Yasuhiko Mgmt For For
Mgmt For For Elect Director Shimo, Yoshio 1.2
Mgmt Against For Elect Director Mori, Satoru 1.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Muta, Hirofumi 1.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Endo, Shin 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakane, Taketo 1.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Sato, Shinichi 1.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hagiwara, Toshitaka 1.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yoshida, Motokazu 1.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Hino Motors Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Terashi, Shigeki 1.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Appoint Alternate Statutory Auditor Kitahara, Yoshiaki
2
Mgmt For For Approve Annual Bonus 3
Hiramatsu Inc. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 2764
Primary ISIN: JP3796000002 Primary SEDOL: 6589707
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 3
Mgmt For For
Mgmt For For Elect Director Jinnai, Takaya 2.1
Mgmt Against For Elect Director Hattori, Akito 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakatani, Kazunori 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kumagai, Shintaro 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Nagatsuyu, Hideo 2.5
Mgmt Against For Elect Director Nukaga, Kotaro 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
HIRATA CORP. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 6258
Primary ISIN: JP3795300007 Primary SEDOL: B1GZ9S6
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HIRATA CORP.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 125
Mgmt For For
Mgmt For For Amend Articles to Remove Provisions on Takeover Defense
2
Mgmt Against For Elect Director Fujimoto, Yasuhiro 3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Appoint Statutory Auditor Torisu, Noriaki 4.1
Mgmt Against For Appoint Statutory Auditor Endo, Yasuhiko 4.2
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Hirose Electric Co. Ltd. Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 6806
Primary ISIN: JP3799000009 Primary SEDOL: 6428725
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 240
Mgmt For For
Mgmt For For Elect Director Ishii, Kazunori 2.1
Mgmt Against For Elect Director Nakamura, Mitsuo 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kondo, Makoto 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Iizuka, Kazuyuki 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Okano, Hiroaki 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Hirose Electric Co. Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Kiriya, Yukio 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Sang-Yeob Lee 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hotta, Kensuke 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Motonaga, Tetsuji 2.9
Mgmt For For Appoint Statutory Auditor Chiba, Yoshikazu 3.1
Mgmt For For Appoint Statutory Auditor Miura, Kentaro 3.2
Hiroshima Bank Ltd. Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 8379
Primary ISIN: JP3797000001 Primary SEDOL: 6075723
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 9
Mgmt For For
Mgmt For For Elect Director Ikeda, Koji 2.1
Mgmt For For Elect Director Heya, Toshio 2.2
Mgmt Against For Elect Director Hirota, Toru 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Araki, Yuzo 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kojiri, Yasushi 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakama, Katsuhiko 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Hiroshima Bank Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Maeda, Akira 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Sumikawa, Masahiro 2.8
Mgmt For For Elect Director Maeda, Kaori 2.9
Mgmt For For Elect Director Miura, Satoshi 2.10
Hisaka Works Ltd. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 6247
Primary ISIN: JP3784200002 Primary SEDOL: 6428866
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Maeda, Yuichi Mgmt For Against
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Takeshita, Yoshikazu 1.2
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Nakamura, Junichi 1.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Inoue, Tetsuya 1.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Funakoshi, Toshiyuki 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ota, Koji 1.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Iizuka, Tadashi 1.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Adachi, Akihito 1.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Hisaka Works Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Kato, Sachie 1.9
Mgmt Against For Elect Director Shimomoto, Hikaru 1.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Appoint Alternate Statutory Auditor Fujihara, Hisaya
2
Hisamitsu Pharmaceutical Co. Inc. Meeting Date: 05/24/2018 Country: Japan
Meeting Type: Annual Ticker: 4530
Primary ISIN: JP3784600003 Primary SEDOL: 6428907
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 41
Mgmt For For
Mgmt For For Elect Director Nakatomi, Hirotaka 2.1
Mgmt For For Elect Director Nakatomi, Kazuhide 2.2
Mgmt Against For Elect Director Sugiyama, Kosuke 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Akiyama, Tetsuo 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Higo, Naruhito 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tsuruda, Toshiaki 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Takao, Shinichiro 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Saito, Kyu 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Hisamitsu Pharmaceutical Co. Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Tsutsumi, Nobuo 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Murayama, Shinichi 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ichikawa, Isao 2.11
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Furukawa, Teijiro 2.12
Hitachi Capital Corp. Meeting Date: 06/21/2018 Country: Japan
Meeting Type: Annual Ticker: 8586
Primary ISIN: JP3786600001 Primary SEDOL: 6429159
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Hiraiwa, Koichiro Mgmt For For
Mgmt For For Elect Director Sueyoshi, Wataru 1.2
Voter Rationale: The board should one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Nakamura, Takashi 1.3
Voter Rationale: The board should one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Sasaki, Yuri 1.4
Mgmt For For Elect Director Omori, Shinichiro 1.5
Voter Rationale: The board should one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Tsuda, Yoshitaka 1.6
Voter Rationale: The board should one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Kobayashi, Makoto 1.7
Voter Rationale: The board should one-third board independence to ensure appropriate balance of independence and objectivity.
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Hitachi Capital Corp. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Nonoguchi, Tsuyoshi 1.8
Voter Rationale: The board should one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Miura, Kazuya 1.9
Mgmt For For Elect Director Kawabe, Seiji 1.10
Mgmt For For Elect Director Kojima, Kiyoshi 1.11
Hitachi Chemical Co. Ltd. Meeting Date: 06/19/2018 Country: Japan
Meeting Type: Annual Ticker: 4217
Primary ISIN: JP3785000005 Primary SEDOL: 6429126
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Tanaka, Kazuyuki Mgmt For For
Mgmt For For Elect Director Oto, Takemoto 1.2
Mgmt For For Elect Director George Olcott 1.3
Mgmt For For Elect Director Sarumaru, Masayuki 1.4
Mgmt For For Elect Director Richard Dyck 1.5
Mgmt For For Elect Director Matsuda, Chieko 1.6
Mgmt For For Elect Director Kitamatsu, Yoshihito 1.7
Mgmt For For Elect Director Nomura, Yoshihiro 1.8
Mgmt For For Elect Director Maruyama, Hisashi 1.9
Mgmt For For Elect Director Tanaka, Koji 1.10
Hitachi Construction Machinery Co. Ltd. Meeting Date: 06/25/2018 Country: Japan
Meeting Type: Annual Ticker: 6305
Primary ISIN: JP3787000003 Primary SEDOL: 6429405
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Hitachi Construction Machinery Co. Ltd.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Okuhara, Kazushige Mgmt For For
Mgmt For For Elect Director Toyama, Haruyuki 1.2
Mgmt For For Elect Director Hirakawa, Junko 1.3
Mgmt For For Elect Director Ishizuka, Tatsuro 1.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Katsurayama, Tetsuo 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Sakurai, Toshikazu 1.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Sumioka, Koji 1.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Tanaka, Koji 1.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Hirano, Kotaro 1.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Fujii, Hirotoyo 1.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Hitachi High-Technologies Corp. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 8036
Primary ISIN: JP3678800008 Primary SEDOL: 6642804
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Kitayama, Ryuichi Mgmt For For
Mgmt For For Elect Director Miyazaki, Masahiro 1.2
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Hitachi High-Technologies Corp. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Nakashima, Ryuichi 1.3
Mgmt For For Elect Director Hayakawa, Hideyo 1.4
Mgmt For For Elect Director Toda, Hiromichi 1.5
Mgmt For For Elect Director Nishimi, Yuji 1.6
Mgmt For For Elect Director Tamura, Mayumi 1.7
Hitachi Ltd. Meeting Date: 06/20/2018 Country: Japan
Meeting Type: Annual Ticker: 6501
Primary ISIN: JP3788600009 Primary SEDOL: 6429104
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Reverse Stock Split to Comply with Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split
Mgmt For For
Mgmt For For Elect Director Ihara, Katsumi 2.1
Mgmt For For Elect Director Cynthia Carroll 2.2
Mgmt For For Elect Director Joe Harlan 2.3
Mgmt For For Elect Director George Buckley 2.4
Mgmt For For Elect Director Louise Pentland 2.5
Mgmt For For Elect Director Mochizuki, Harufumi 2.6
Mgmt For For Elect Director Yamamoto, Takatoshi 2.7
Mgmt For For Elect Director Yoshihara, Hiroaki 2.8
Mgmt For For Elect Director Tanaka, Kazuyuki 2.9
Mgmt For For Elect Director Nakanishi, Hiroaki 2.10
Mgmt For For Elect Director Nakamura, Toyoaki 2.11
Mgmt For For Elect Director Higashihara, Toshiaki 2.12
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Hitachi Metals Ltd. Meeting Date: 06/19/2018 Country: Japan
Meeting Type: Annual Ticker: 5486
Primary ISIN: JP3786200000 Primary SEDOL: 6429201
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Nishino, Toshikazu Mgmt For For
Mgmt For For Elect Director Igarashi, Masaru 1.2
Voter Rationale: The board should one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Oka, Toshiko 1.3
Mgmt For For Elect Director Shimada, Takashi 1.4
Mgmt For For Elect Director Sasaka, Katsuro 1.5
Voter Rationale: The board should one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Nakamura, Toyoaki 1.6
Voter Rationale: The board should one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Hasunuma, Toshitake 1.7
Voter Rationale: The board should one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Hiraki, Akitoshi 1.8
Voter Rationale: The board should one-third board independence to ensure appropriate balance of independence and objectivity.
Hitachi Transport Systems Ltd. Meeting Date: 06/19/2018 Country: Japan
Meeting Type: Annual Ticker: 9086
Primary ISIN: JP3791200003 Primary SEDOL: 6429234
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Izumoto, Sayoko Mgmt For For
Mgmt For For Elect Director Urano, Mitsudo 1.2
Mgmt For For Elect Director Tanaka, Koji 1.3
Mgmt For For Elect Director Fusayama, Tetsu 1.4
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Hitachi Transport Systems Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Magoshi, Emiko 1.5
Mgmt For For Elect Director Maruta, Hiroshi 1.6
Mgmt For For Elect Director Jinguji, Takashi 1.7
Mgmt For For Elect Director Nakatani, Yasuo 1.8
Hitachi Zosen Corp. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 7004
Primary ISIN: JP3789000001 Primary SEDOL: 6429308
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 12
Mgmt For For
Mgmt Against For Elect Director Tanisho, Takashi 2.1
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Fujii, Hidenobu 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Mino, Sadao 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shiraki, Toshiyuki 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kamaya, Tatsuji 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shibayama, Tadashi 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yamamoto, Kazuhisa 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Ito, Chiaki 2.8
Mgmt For For Elect Director Takamatsu, Kazuko 2.9
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Hitachi Zosen Corp. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Richard R. Lury 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Appoint Statutory Auditor Morikata, Masayuki 3.1
Mgmt For For Appoint Statutory Auditor Takashima, Kenichi 3.2
HK Electric Investments Limited Meeting Date: 05/09/2018 Country: Hong Kong
Meeting Type: Annual Ticker: 2638
Primary ISIN: HK0000179108 Primary SEDOL: BJ3WDZ1
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt Against For Elect Li Tzar Kuoi, Victor as Director 2a
Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Chan Loi Shun as Director 2b
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Jiang Xiaojun as Director 2c
Mgmt For For Elect Kwan Kai Cheong as Director 2d
Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Shan Shewu as Director 2e
Mgmt For For Elect Zhu Guangchao as Director 2f
Mgmt Against For Approve KPMG as Auditor of the Trust, the Trustee-Manager and the Company and Authorize Board of the Trustee-Manager and Company to Fix Their Remuneration
3
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
HK Electric Investments Limited Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
4
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
HKT Trust and HKT Limited Meeting Date: 05/10/2018 Country: Hong Kong
Meeting Type: Annual Ticker: 6823
Primary ISIN: HK0000093390 Primary SEDOL: B4TXDZ3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Final Distribution by HKT Trust and Final Dividend by the Company
2
Mgmt For For Elect Li Tzar Kai, Richard as Director 3a
Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders. Moreover, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Elect Lu Yimin as Director 3b
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Moreover, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Sunil Varma as Director 3c
Mgmt For For Elect Frances Waikwun Wong as Director 3d
Mgmt For For Authorize Board and Trustee-Manager to Fix Remuneration of Directors
3e
Mgmt For For Approve PricewaterhouseCoopers as Auditors of the HKT Trust, the Company and the Trustee-Manager and Authorize Board and Trustee-Manager to Fix Their Remuneration
4
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
5
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
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HMS HOLDINGS CORP. Meeting Date: 05/23/2018 Country: USA
Meeting Type: Annual Ticker: HMSY
Primary ISIN: US40425J1016 Primary SEDOL: 2418043
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Robert Becker Mgmt For For
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Craig R. Callen 1b
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director William C. Lucia 1c
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Also, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director Bart M. Schwartz 1d
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Declassify the Board of Directors 3
Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.
Mgmt For For Ratify Grant Thornton LLP as Auditors 4
HNI Corporation Meeting Date: 05/08/2018 Country: USA
Meeting Type: Annual Ticker: HNI
Primary ISIN: US4042511000 Primary SEDOL: 2435246
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Stan A. Askren Mgmt For For
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HNI Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Moreover, executive directors are expected to hold no more than one external directorships to ensure they have suff icient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Director Mary A. Bell 1b
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Elect Director Ronald V. Waters, III 1c
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Hochiki Corp. Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 6745
Primary ISIN: JP3837400005 Primary SEDOL: 6430065
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 25
Mgmt For For
Mgmt For For Elect Director Kanamori, Kenji 2.1
Mgmt For For Elect Director Yamagata, Akio 2.2
Mgmt Against For Elect Director Saito, Junichi 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Hochiki Corp. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Hosoi, Hajime 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Matsumoto, Seiichi 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Uemura, Hiroyuki 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Noguchi, Tomoatsu 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kobayashi, Yasuharu 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Itani, Kazuhito 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Mori, Satoshi 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yonezawa, Michihiro 2.11
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ikeda, Tomoki 2.12
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Amano, Kiyoshi 2.13
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yagi, Kimihiko 2.14
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Appoint Statutory Auditor Hirai, Yuji 3
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mgmt For For Approve Annual Bonus 4
Mgmt For For Approve Compensation Ceilings for Directors and Statutory Auditors
5
Mgmt For For Approve Trust-Type Equity Compensation Plan 6
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Hochtief AG Meeting Date: 05/03/2018 Country: Germany
Meeting Type: Annual Ticker: HOT
Primary ISIN: DE0006070006 Primary SEDOL: 5108664
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2017 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 3.38 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2017
3
Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2017
4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify Deloitte GmbH as Auditors for Fiscal 2018 5
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Hodogaya Chemical Co. Ltd. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 4112
Primary ISIN: JP3852600000 Primary SEDOL: 6430203
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Kitano, Toshikazu Mgmt For For
Mgmt For For Elect Director Matsumoto, Yuto 1.2
Mgmt Against For Elect Director Sunada, Eiichi 1.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Hogy Medical Co. Ltd. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 3593
Primary ISIN: JP3840800001 Primary SEDOL: 6439040
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Hoki, Junichi Mgmt For For
Mgmt For For Elect Director Yamamoto, Yukio 1.2
Mgmt For For Elect Director Sasaki, Katsuo 1.3
Mgmt For For Elect Director Kobayashi, Takuya 1.4
Mgmt For For Elect Director Uesugi, Kiyoshi 1.5
Mgmt For For Elect Director Inoue, Ichiro 1.6
Hokkaido Electric Power Co. Inc. Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 9509
Primary ISIN: JP3850200001 Primary SEDOL: 6431325
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 5
Mgmt For For
Mgmt For For Amend Articles to Create Class B Preferred Shares
2
Mgmt For For Approve Issuance of Class B Preferred Shares for Private Placements
3
Mgmt For For Elect Director Sato, Yoshitaka 4.1
Mgmt For For Elect Director Mayumi, Akihiko 4.2
Mgmt Against For Elect Director Fujii, Yutaka 4.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Mori, Masahiro 4.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 1,135 of 2,968
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Hokkaido Electric Power Co. Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Sakai, Ichiro 4.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ujiie, Kazuhiko 4.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Uozumi, Gen 4.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Takahashi, Takao 4.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yabushita, Hiromi 4.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Seo, Hideo 4.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Funane, Shunichi 4.11
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Ichikawa, Shigeki 4.12
Mgmt For For Elect Director Ukai, Mitsuko 4.13
SH Against Against Amend Articles to Add Provisions on Safe Storage of Spent Nuclear Fuels and Radioactive Materials, and Development of Nuclear Storage Technologies
5
Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposed language is redundant to the utility's current efforts, and thus it is questionable if the addition of the language to the articles would have a meaningful impact on the utility's behavior.
SH Against Against Amend Articles to Decommission Tomari Nuclear Power Station from Managerial Viewpoint
6
Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The option of nuclear power should not be inflexibly ruled out as the possibility remains that safety and financial findings may show it to be a desirable part of the power generation mix.- As a strong possibility still remains that this technology will prove to be a cost effective, safe and reliable component of the generation mix, this is against shareholder interests.
SH Against Against Amend Articles to Ban Resumption of Operation of Tomari Nuclear Power Station from Geological Science Viewpoint
7
Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The option of nuclear power should not be inflexibly ruled out as the possibility remains that safety and financial findings may show it to be a desirable part of the power generation mix.- As a strong possibility still remains that this technology will prove to be a cost effective, safe and reliable component of the generation mix, this is against shareholder interests.
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Hokkaido Electric Power Co. Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
SH Against Against Amend Articles to Add Provisions on Electricity Rate, Executive Compensation and Employee Salary
8
Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
SH Against Against Amend Articles to Add Provisions on Directors' Participation in Nuclear Accident Disaster Drill
9
Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
SH Against Against Amend Articles to Add Provisions on Promotion of Liquefied Natural Gas Power Generation
10
Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposal does not offer a substantive change to current policy, and it is not clear that firm's quest for power source diversity lacks vigor.
Hokkoku Bank Ltd. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 8363
Primary ISIN: JP3851400006 Primary SEDOL: 6432362
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 50
Mgmt For For
Mgmt Against For Elect Director Ataka, Tateki 2.1
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Tsuemura, Shuji 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Maeda, Junichi 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hamasaki, Hideaki 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakamura, Kazuya 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 1,137 of 2,968
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Hokkoku Bank Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Nakada, Koichi 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Sakai, Kenichi 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Torigoe, Nobuhiro 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kakuchi, Yuji 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Konishi, Toshiyuki 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nishita, Akira 2.11
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Hokuetsu Bank Ltd. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 8325
Primary ISIN: JP3841000007 Primary SEDOL: 6433086
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, With a Final Dividend of JPY 30
Mgmt For For
Mgmt Against For Approve Formation of Joint Holding Company with Daishi Bank
2
Voter Rationale: We vote against the proposed transaction because while the proposed economic integration itself makes strategic sense considering the difficult business environment for regional banks, the share exchange ratio cannot be considered beneficial to shareholders of Hokuetsu Bank.The banks fail to present a specific roadmap to realize the synergies expected from the deal.
Mgmt Against For Elect Director Yamada, Motoi 3
Mgmt For For Appoint Alternate Statutory Auditor Izu, Yoshiharu
4
Mgmt For For Appoint KPMG AZSA LLC as New External Audit Firm
5
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Hokuetsu Bank Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Approve Annual Bonus 6
Hokuetsu Kishu Paper Co Ltd Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 3865
Primary ISIN: JP3841800000 Primary SEDOL: 6433105
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 6
Mgmt For For
Mgmt For For Amend Articles to Change Company Name 2
Mgmt For For Appoint Alternate Statutory Auditor Kuwabara, Kazuaki
3
Hokuhoku Financial Group Inc. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 8377
Primary ISIN: JP3842400008 Primary SEDOL: 6683591
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 44
Mgmt For For
Mgmt For For Elect Director Ihori, Eishin 2.1
Mgmt Against For Elect Director Sasahara, Masahiro 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Mugino, Hidenori 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kanema, Yuji 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 1,139 of 2,968
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Hokuhoku Financial Group Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Yoshida, Takeshi 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Asabayashi, Takashi 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kaji, Takayuki 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Hokuriku Electric Power Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 9505
Primary ISIN: JP3845400005 Primary SEDOL: 6433127
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Ataka, Tateki Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ishiguro, Nobuhiko 1.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ojima, Shiro 1.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kanai, Yutaka 1.4
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Kawada, Tatsuo 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kyuwa, Susumu 1.6
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Shiotani, Seisho 1.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Hokuriku Electric Power Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Sugawa, Motonobu 1.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Takagi, Shigeo 1.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Takabayashi, Yukihiro 1.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Mizutani, Kazuhisa 1.11
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Mizuno, Koichi 1.12
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Appoint Statutory Auditor Mizukami, Yasuhito 2
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
SH Against Against Amend Articles to Withdraw from Nuclear Power Generation and Promote Small-Scale Decentralized Power Generation from Renewable Energy
3
Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The option of nuclear power should not be inflexibly ruled out because the possibility remains that safety and financial findings may show it to be a desirable part of the mix.- Such matters are best left to board and management judgment and are not appropriate for a shareholder referendum.
SH Against Against Amend Articles to Establish Department Charged with Promotion of Renewable Energy
4
Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposed language is redundant of the utility's current policy.- Addition of the language to the articles would be unlikely to have a meaningful impact on the utility's behavior.
SH Against Against Amend Articles to Establish Department Charged with Decommissioning of Shika Nuclear Power Plant
5
Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The option of nuclear power should not be inflexibly ruled out because the possibility remains that safety and financial findings may show it to be a desirable part of the mix.
SH Against Against Amend Articles to Withdraw from Nuclear Fuel Recycling Business
6
Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The provision imposes an inflexible mandate on what is properly a complex policy call.- Such matters are best left to board and management judgment and are not appropriate for a shareholder referendum.
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Hokuriku Electric Power Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
SH For Against Amend Articles to Change Provisions on Senior Advisers
7
Voter Rationale: A vote FOR this proposal is recommended because: - The proposal will add credence to the soundness of the utility's governance by moving to reduce the influence of former senior executives over the utility's ongoing strategic decision-making process. - Banning such advisory posts in the articles of incorporation will not prevent former senior executives of the utility from playing the role they currently have with the business community, without the title.
SH For Against Amend Articles to Require Disclosure of Compensation for Directors, Statutory Auditors and Senior Advisers
8
Voter Rationale: A vote FOR this shareholder proposal is recommended because: - The amendment may enhance the company's overall reputation for transparency and accountability. - Disclosure of individual compensation levels promotes accountability and helps shareholders make better-informed decisions on director elections and compensation-related proposals.
Hokuto Corp Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 1379
Primary ISIN: JP3843250006 Primary SEDOL: 6432715
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 50
Mgmt For For
Mgmt For For Appoint Statutory Auditor Hayashi, Yoshito 2.1
Mgmt Against For Appoint Statutory Auditor Ikezawa, Minoru 2.2
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
HollyFrontier Corporation Meeting Date: 05/09/2018 Country: USA
Meeting Type: Annual Ticker: HFC
Primary ISIN: US4361061082 Primary SEDOL: B5VX1H6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Anne-Marie N. Ainsworth Mgmt For For
Mgmt For For Elect Director Douglas Y. Bech 1b
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Anna C. Catalano 1c
Mgmt For For Elect Director George J. Damiris 1d
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Director Leldon E. Echols 1e
Mgmt Elect Director R. Kevin Hardage *Withdrawn Resolution*
1f
Mgmt For For Elect Director Michael C. Jennings 1g
Mgmt For For Elect Director Robert J. Kostelnik 1h
Mgmt For For Elect Director James H. Lee 1i
Mgmt For For Elect Director Franklin Myers 1j
Mgmt For For Elect Director Michael E. Rose 1k
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Home Bancorp, Inc. Meeting Date: 05/09/2018 Country: USA
Meeting Type: Annual Ticker: HBCP
Primary ISIN: US43689E1073 Primary SEDOL: B39XGV3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Kathy J. Bobbs *Withdrawn Resolution (Deceased)*
Mgmt
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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Home Bancorp, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director John W. Bordelon 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Withhold For Elect Director John A. Hendry 1.3
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest. Moreover, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Daniel G. Guidry 1.4
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Mark M. Cole 1.5
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify Porter Keadle Moore, LLC as Auditors 2
Home BancShares, Inc. Meeting Date: 04/19/2018 Country: USA
Meeting Type: Annual Ticker: HOMB
Primary ISIN: US4368932004 Primary SEDOL: B17MTL9
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director John W. Allison Mgmt For For
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director C. Randall Sims 1.2
Mgmt For For Elect Director Brian S. Davis 1.3
Mgmt For For Elect Director Milburn Adams 1.4
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Home BancShares, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director Robert H. Adcock, Jr. 1.5
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, former employees or company founders are not sufficiently independent to serve on key board committees. Listing standard assumptions that independence can be restored after a five-year "cooling off" period are incorrect.
Mgmt Withhold For Elect Director Richard H. Ashley 1.6
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Mike D. Beebe 1.7
Mgmt Withhold For Elect Director Jack E. Engelkes 1.8
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Tracy M. French 1.9
Mgmt For For Elect Director Karen E. Garrett 1.10
Mgmt Withhold For Elect Director James G. Hinkle 1.11
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. In addition, executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors.
Mgmt Withhold For Elect Director Alex R. Lieblong 1.12
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Thomas J. Longe 1.13
Mgmt For For Elect Director Jim Rankin, Jr. 1.14
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
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Home BancShares, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Amend Omnibus Stock Plan 4
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Mgmt For For Ratify BKD, LLP as Auditors 5
HomeStreet, Inc. Meeting Date: 05/24/2018 Country: USA
Meeting Type: Proxy Contest Ticker: HMST
Primary ISIN: US43785V1026 Primary SEDOL: B4WHS46
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Management Proxy (White Proxy Card) Mgmt
Mgmt Against For Elect Director Scott M. Boggs 1.1
Voter Rationale: The dissident has presented a compelling case outlining the company's relative underperformance and governance shortcomings which in turn raises substantial doubt as to whether incumbent nominee Scott Boggs has effectively exercised his role as lead independent director, given that the company has pursued short-term opportunism at the expense of its stated strategic plan to reduce its outsized exposure to the volatile mortgage banking business during his tenure in the position.
Mgmt For For Elect Director Mark R. Patterson 1.2
Mgmt For For Elect Director Douglas I. Smith 1.3
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: More of the equity should have performance conditions attached. 50% is considered to be best practice.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 4
Mgmt Dissident Proxy (Blue Proxy Card)
SH Do Not Vote Against Management Nominee Scott M. Boggs 1.1
SH Do Not Vote Against Management Nominee Douglas I. Smith 1.2
SH Do Not Vote For Management Nominee Mark R. Patterson 1.3
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HomeStreet, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Do Not Vote Against Advisory Vote to Ratify Named Executive Officers' Compensation
2
Mgmt Do Not Vote One Year Advisory Vote on Say on Pay Frequency 3
Mgmt Do Not Vote For Ratify Deloitte & Touche LLP as Auditors 4
Hon Hai Precision Industry Co., Ltd. Meeting Date: 06/22/2018 Country: Taiwan
Meeting Type: Annual Ticker: 2317
Primary ISIN: TW0002317005 Primary SEDOL: 6438564
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Business Operations Report and Financial Statements
Mgmt For For
Mgmt For For Approve Plan on Profit Distribution 2
Mgmt For For Approve Capital Decrease via Cash 3
Honda Motor Co. Ltd. Meeting Date: 06/14/2018 Country: Japan
Meeting Type: Annual Ticker: 7267
Primary ISIN: JP3854600008 Primary SEDOL: 6435145
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Hachigo, Takahiro Mgmt For For
Mgmt For For Elect Director Kuraishi, Seiji 1.2
Mgmt For For Elect Director Matsumoto, Yoshiyuki 1.3
Mgmt For For Elect Director Mikoshiba, Toshiaki 1.4
Mgmt For For Elect Director Yamane, Yoshi 1.5
Mgmt For For Elect Director Takeuchi, Kohei 1.6
Mgmt For For Elect Director Kunii, Hideko 1.7
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Honda Motor Co. Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Ozaki, Motoki 1.8
Mgmt For For Elect Director Ito, Takanobu 1.9
Mgmt For For Approve Trust-Type Equity Compensation Plan 2
Honeywell International Inc. Meeting Date: 04/23/2018 Country: USA
Meeting Type: Annual Ticker: HON
Primary ISIN: US4385161066 Primary SEDOL: 2020459
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1A Elect Director Darius Adamczyk Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director Duncan B. Angove 1B
Mgmt For For Elect Director William S. Ayer 1C
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Kevin Burke 1D
Mgmt Against For Elect Director Jaime Chico Pardo 1E
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, this director is not sufficiently independent to serve as the independent lead director. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director D. Scott Davis 1F
Mgmt For For Elect Director Linnet F. Deily 1G
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Judd Gregg 1H
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Against For Elect Director Clive Hollick 1I
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
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Honeywell International Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Grace D. Lieblein 1J
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director George Paz 1K
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Robin L. Washington 1L
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3
Mgmt For For Reduce Ownership Threshold for Shareholders to Call Special Meeting
4
Voter Rationale: Holders of significant share capital should be entitled to call a special meeting.
SH For Against Require Independent Board Chairman 5
Voter Rationale: Appointing a fully independent chairman creates a balance of power that is more conducive to long-term performance. A board headed by management cannot reasonably provide the best oversight and evaluation of management's performance.
SH For Against Report on Lobbying Payments and Policy 6
Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations
Hong Kong Exchanges and Clearing Ltd Meeting Date: 04/25/2018 Country: Hong Kong
Meeting Type: Annual Ticker: 388
Primary ISIN: HK0388045442 Primary SEDOL: 6267359
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Elect Chan Tze Ching, Ignatius as Director 3a
Mgmt For For Elect Hu Zuliu, Fred as Director 3b
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Hong Kong Exchanges and Clearing Ltd Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect John Mackay McCulloch Williamson as Director
3c
Mgmt For For Approve PricewaterhouseCoopers as Auditors and Authorize Board to Fix Their Remuneration
4
Mgmt For For Authorize Repurchase of Issued Share Capital 5
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
6
Mgmt For For Approve Remuneration Payable to the Chairman and Non-executive Directors
7
Hongkong Land Holdings Ltd. Meeting Date: 05/09/2018 Country: Bermuda
Meeting Type: Annual Ticker: H78
Primary ISIN: BMG4587L1090 Primary SEDOL: 6434915
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt Against For Re-elect Mark Greenberg as Director 2
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Re-elect Lord Powell of Bayswater as Director 3
Mgmt For For Re-elect James Watkins as Director 4
Mgmt Against For Re-elect Percy Weatherall as Director 5
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Ratify Auditors and Authorise Their Remuneration
6
Mgmt For For Authorise Issue of Equity with and without Pre-emptive Rights
7
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Hooker Furniture Corporation Meeting Date: 06/05/2018 Country: USA
Meeting Type: Annual Ticker: HOFT
Primary ISIN: US4390381006 Primary SEDOL: 2748911
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Paul B. Toms, Jr. Mgmt For For
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt Withhold For Elect Director W. Christopher Beeler, Jr. 1.2
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Paulette Garafalo 1.3
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Withhold For Elect Director John L. Gregory, III 1.4
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Tonya H. Jackson 1.5
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Withhold For Elect Director E. Larry Ryder 1.6
Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
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Hooker Furniture Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Ellen C. Taaffe 1.7
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Withhold For Elect Director Henry G. Williamson, Jr. 1.8
Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. Additionally, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.
Hope Bancorp, Inc. Meeting Date: 05/24/2018 Country: USA
Meeting Type: Annual Ticker: HOPE
Primary ISIN: US43940T1097 Primary SEDOL: BYN87K7
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Donald D. Byun Mgmt For For
Mgmt For For Elect Director Steven J. Didion 1.2
Mgmt For For Elect Director Jinho Doo 1.3
Mgmt For For Elect Director Daisy Y. Ha 1.4
Mgmt For For Elect Director Jin Chul Jhung 1.5
Mgmt For For Elect Director Kevin S. Kim 1.6
Mgmt For For Elect Director Steven S. Koh 1.7
Mgmt For For Elect Director Chung Hyun Lee 1.8
Mgmt For For Elect Director William J. Lewis 1.9
Mgmt For For Elect Director David P. Malone 1.10
Mgmt For For Elect Director John R. Taylor 1.11
Mgmt For For Elect Director Scott Yoon-Suk Whang 1.12
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Hope Bancorp, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Dale S. Zuehls 1.13
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Ratify Crowe Horwath LLP as Auditors 3
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Horizon Bancorp Meeting Date: 05/03/2018 Country: USA
Meeting Type: Annual Ticker: HBNC
Primary ISIN: US4404071049 Primary SEDOL: 2949316
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Lawrence E. Burnell Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Withhold For Elect Director Peter L. Pairitz 1.2
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Withhold For Elect Director Spero W. Valavanis 1.3
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Amend Bylaws 2
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Amend Omnibus Stock Plan 3
Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Lastly, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
4
Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. In addition, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 5
Mgmt For For Ratify BKD, LLP as Auditors 6
Horizon Global Corporation Meeting Date: 05/15/2018 Country: USA
Meeting Type: Annual Ticker: HZN
Primary ISIN: US44052W1045 Primary SEDOL: BYM7727
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Scott G. Kunselman Mgmt For For
Mgmt For For Elect Director David A. Roberts 1.2
Mgmt For For Elect Director Maximiliane C. Straub 1.3
Mgmt For For Declassify the Board of Directors 2
Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.
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Horizon Global Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Amend Omnibus Stock Plan 3
Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, this plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Lastly, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 4
Horizon Pharma plc Meeting Date: 05/03/2018 Country: Ireland
Meeting Type: Annual Ticker: HZNP
Primary ISIN: IE00BQPVQZ61 Primary SEDOL: BQPVQZ6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director William F. Daniel Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director H. Thomas Watkins 1b
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Pascale Witz 1c
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. .
Mgmt For For Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration
2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Mgmt For For Authorize Share Repurchase up to 10 Percent of Issued Share Capital
5
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Amend Omnibus Stock Plan 6
Voter Rationale: This plan could lead to excessive dilution. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Hosiden Corp Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 6804
Primary ISIN: JP3845800006 Primary SEDOL: 6439813
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 15
Mgmt For For
Mgmt Against For Appoint Alternate Statutory Auditor Nishimura, Kazunori
2.1
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mgmt For For Appoint Alternate Statutory Auditor Mori, Masashi
2.2
Mgmt For For Approve Annual Bonus 3
Host Hotels & Resorts, Inc. Meeting Date: 05/17/2018 Country: USA
Meeting Type: Annual Ticker: HST
Primary ISIN: US44107P1049 Primary SEDOL: 2567503
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Mary L. Baglivo Mgmt For For
Mgmt For For Elect Director Sheila C. Bair 1.2
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Ann McLaughlin Korologos 1.3
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Richard E. Marriott 1.4
Mgmt Against For Elect Director Sandeep L. Mathrani 1.5
Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.
Mgmt Against For Elect Director John B. Morse, Jr. 1.6
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.
Mgmt For For Elect Director Mary Hogan Preusse 1.7
Mgmt Against For Elect Director Walter C. Rakowich 1.8
Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.
Mgmt For For Elect Director James F. Risoleo 1.9
Mgmt For For Elect Director Gordon H. Smith 1.10
Mgmt Against For Elect Director A. William Stein 1.11
Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
SH Against Against Report on Sustainability 3
Voter Rationale: Enhanced disclosure of social and environmental risks for businesses is important, but the company already publishes a sustainability report. It should for a balanced, detailed, data-driven report that permits both evaluation of the company's own performance and comparison against its peers.
Hostess Brands, Inc. Meeting Date: 06/07/2018 Country: USA
Meeting Type: Annual Ticker: TWNK
Primary ISIN: US44109J1060 Primary SEDOL: BZ8VJD5
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Hostess Brands, Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Jerry D. Kaminski Mgmt For Withhold
Mgmt Withhold For Elect Director Craig D. Steeneck 1.2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify KPMG LLP as Auditors 4
Houghton Mifflin Harcourt Company Meeting Date: 05/22/2018 Country: USA
Meeting Type: Annual Ticker: HMHC
Primary ISIN: US44157R1095 Primary SEDOL: BGCBBK9
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Daniel Allen Mgmt For For
Mgmt For For Elect Director L. Gordon Crovitz 1.2
Mgmt For For Elect Director Jean S. Desravines 1.3
Mgmt For For Elect Director Lawrence K. Fish 1.4
Mgmt For For Elect Director Jill A. Greenthal 1.5
Mgmt For For Elect Director John F. Killian 1.6
Mgmt For For Elect Director John J. Lynch, Jr. 1.7
Mgmt For For Elect Director John R. McKernan, Jr. 1.8
Mgmt For For Elect Director E. Rogers Novak, Jr. 1.9
Mgmt For For Elect Director Tracey D. Weber 1.10
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
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Houghton Mifflin Harcourt Company Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
House Foods Group Inc. Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 2810
Primary ISIN: JP3765400001 Primary SEDOL: 6440503
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 20
Mgmt For For
Mgmt For For Elect Director Urakami, Hiroshi 2.1
Mgmt Against For Elect Director Matsumoto, Keiji 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hiroura, Yasukatsu 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kudo, Masahiko 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fujii, Toyoaki 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Koike, Akira 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yamamoto, Kunikatsu 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Saito, Kyuzo 2.8
Mgmt Against For Elect Director Osawa, Yoshiyuki 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Miyaoku, Yoshiyuki 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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House Foods Group Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Appoint Statutory Auditor Taguchi, Masao 3
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Houston Wire & Cable Company Meeting Date: 05/08/2018 Country: USA
Meeting Type: Annual Ticker: HWCC
Primary ISIN: US44244K1097 Primary SEDOL: B171W40
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director James L. Pokluda, III Mgmt For For
Mgmt For For Elect Director Michael T. Campbell 1.2
Mgmt For For Elect Director Roy W. Haley 1.3
Mgmt For For Elect Director William H. Sheffield 1.4
Mgmt For For Elect Director G. Gary Yetman 1.5
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Omnibus Stock Plan 4
Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job.Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
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Hoya Corp. Meeting Date: 06/21/2018 Country: Japan
Meeting Type: Annual Ticker: 7741
Primary ISIN: JP3837800006 Primary SEDOL: 6441506
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Koeda, Itaru Mgmt For For
Mgmt For For Elect Director Uchinaga, Yukako 1.2
Mgmt For For Elect Director Urano, Mitsudo 1.3
Mgmt For For Elect Director Takasu, Takeo 1.4
Mgmt For For Elect Director Kaihori, Shuzo 1.5
Mgmt For For Elect Director Yoshihara, Hiroaki 1.6
Mgmt For For Elect Director Suzuki, Hiroshi 1.7
HP Inc. Meeting Date: 04/24/2018 Country: USA
Meeting Type: Annual Ticker: HPQ
Primary ISIN: US40434L1052 Primary SEDOL: BYX4D52
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Aida M. Alvarez Mgmt For For
Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.
Mgmt Against For Elect Director Shumeet Banerji 1b
Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.
Mgmt For For Elect Director Robert R. Bennett 1c
Mgmt For For Elect Director Charles "Chip" V. Bergh 1d
Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.
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HP Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Stacy Brown-Philpot 1e
Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.
Mgmt For For Elect Director Stephanie A. Burns 1f
Mgmt For For Elect Director Mary Anne Citrino 1g
Mgmt For For Elect Director Stacey Mobley 1h
Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.
Mgmt For For Elect Director Subra Suresh 1i
Mgmt For For Elect Director Dion J. Weisler 1j
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
SH Against Against Provide Right to Act by Written Consent 4
HRG Group, Inc. Meeting Date: 06/12/2018 Country: USA
Meeting Type: Annual Ticker: HRG
Primary ISIN: US40434J1007 Primary SEDOL: BVFZSX5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Curtis A. Glovier Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
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HRG Group, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Joseph S. Steinberg 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Ratify KPMG LLP as Auditors 2
HSBC Holdings plc Meeting Date: 04/20/2018 Country: United Kingdom
Meeting Type: Annual Ticker: HSBA
Primary ISIN: GB0005405286 Primary SEDOL: 0540528
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Voter Rationale: We voted for in recognition of the significant progress made over recent years. We will expect annual bonus targets to remain stretching and for pension contributions to reduce over time.
Mgmt For For Elect Mark Tucker as Director 3(a)
Mgmt For For Elect John Flint as Director 3(b)
Mgmt For For Re-elect Kathleen Casey as Director 3(c)
Mgmt For For Re-elect Laura Cha as Director 3(d)
Mgmt For For Re-elect Henri de Castries as Director 3(e)
Mgmt For For Re-elect Lord Evans of Weardale as Director 3(f)
Mgmt Against For Re-elect Irene Lee as Director 3(g)
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Re-elect Iain Mackay as Director 3(h)
Mgmt For For Re-elect Heidi Miller as Director 3(i)
Mgmt For For Re-elect Marc Moses as Director 3(j)
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HSBC Holdings plc Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Re-elect David Nish as Director 3(k)
Mgmt For For Re-elect Jonathan Symonds as Director 3(l)
Mgmt For For Re-elect Jackson Tai as Director 3(m)
Mgmt For For Re-elect Pauline van der Meer Mohr as Director 3(n)
Mgmt For For Reappoint PricewaterhouseCoopers LLP as Auditors
4
Mgmt For For Authorise the Group Audit Committee to Fix Remuneration of Auditors
5
Mgmt For For Authorise EU Political Donations and Expenditure
6
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
7
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
8
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
9
Mgmt For For Authorise Directors to Allot Any Repurchased Shares
10
Mgmt For For Authorise Market Purchase of Ordinary Shares 11
Mgmt For For Authorise Issue of Equity in Relation to Contingent Convertible Securities
12
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Relation to Contingent Convertible Securities
13
Mgmt For For Approve Scrip Dividend Alternative 14
Mgmt For For Adopt New Articles of Association 15
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
16
Hub Group, Inc. Meeting Date: 05/22/2018 Country: USA
Meeting Type: Annual Ticker: HUBG
Primary ISIN: US4433201062 Primary SEDOL: 2407632
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Hub Group, Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director David P. Yeager Mgmt For For
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Moreover, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders.
Mgmt For For Elect Director Donald G. Maltby 1.2
Mgmt For For Elect Director Gary D. Eppen 1.3
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. We will continue to review these arrangements and potentially provide an adverse vote instructions at next year's AGM.
Mgmt For For Elect Director James C. Kenny 1.4
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Peter B. McNitt 1.5
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Charles R. Reaves 1.6
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. We will continue to review these arrangements and potentially provide an adverse vote instructions at next year's AGM.
Mgmt For For Elect Director Martin P. Slark 1.7
Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. Additionally, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. We will continue to review these arrangements and potentially provide an adverse vote instructions at next year's AGM.
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Hub Group, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Jonathan P. Ward 1.8
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Mary H. Boosalis 1.9
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. We will continue to review these arrangements and potentially provide an adverse vote instructions at next year's AGM.
Mgmt For For Ratify Ernst & Young, LLP as Auditors 3
Hudson Technologies, Inc. Meeting Date: 06/07/2018 Country: USA
Meeting Type: Annual Ticker: HDSN
Primary ISIN: US4441441098 Primary SEDOL: 2730532
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Dominic J. Monetta Mgmt For Withhold
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Richard Parrillo 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Eric A. Prouty 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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Hudson Technologies, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Kevin J. Zugibe 1.4
Voter Rationale: The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Moreover, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt Against For Approve Omnibus Stock Plan 2
Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Also, this plan could lead to excessive dilution. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Ratify BDO USA, LLP as Auditors 4
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Humana Inc. Meeting Date: 04/19/2018 Country: USA
Meeting Type: Annual Ticker: HUM
Primary ISIN: US4448591028 Primary SEDOL: 2445063
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Kurt J. Hilzinger Mgmt For Against
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Humana Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director Frank J. Bisignano 1b
Mgmt For For Elect Director Bruce D. Broussard 1c
Mgmt Against For Elect Director Frank A. D'Amelio 1d
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director Karen B. DeSalvo 1e
Mgmt Against For Elect Director W. Roy Dunbar 1f
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt Against For Elect Director David A. Jones, Jr. 1g
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director William J. McDonald 1h
Mgmt For For Elect Director William E. Mitchell 1i
Mgmt For For Elect Director David B. Nash 1j
Mgmt For For Elect Director James J. O'Brien 1k
Mgmt For For Elect Director Marissa T. Peterson 1l
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
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Humana Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Also, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Huntington Bancshares Incorporated Meeting Date: 04/19/2018 Country: USA
Meeting Type: Annual Ticker: HBAN
Primary ISIN: US4461501045 Primary SEDOL: 2445966
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Lizabeth Ardisana Mgmt For For
Mgmt For For Elect Director Ann B. "Tanny" Crane 1.2
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Robert S. Cubbin 1.3
Mgmt For For Elect Director Steven G. Elliott 1.4
Mgmt For For Elect Director Gina D. France 1.5
Mgmt For For Elect Director J. Michael Hochschwender 1.6
Mgmt For For Elect Director Chris Inglis 1.7
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Peter J. Kight 1.8
Mgmt For For Elect Director Richard W. Neu 1.9
Mgmt For For Elect Director David L. Porteous 1.10
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Withhold For Elect Director Kathleen H. Ransier 1.11
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
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Huntington Bancshares Incorporated Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Stephen D. Steinour 1.12
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Also, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt Against For Approve Omnibus Stock Plan 2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Mgmt For For Amend Deferred Compensation Plan 3
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 4
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
5
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. Additionally, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.
Huntington Ingalls Industries, Inc. Meeting Date: 05/02/2018 Country: USA
Meeting Type: Annual Ticker: HII
Primary ISIN: US4464131063 Primary SEDOL: B40SSC9
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Philip M. Bilden Mgmt For For
Mgmt For For Elect Director Augustus L. Collins 1.2
Mgmt For For Elect Director Kirkland H. Donald 1.3
Mgmt For For Elect Director Thomas B. Fargo 1.4
Mgmt For For Elect Director Victoria D. Harker 1.5
Mgmt For For Elect Director Anastasia D. Kelly 1.6
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Huntington Ingalls Industries, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director C. Michael Petters 1.7
Mgmt For For Elect Director Thomas C. Schievelbein 1.8
Mgmt For For Elect Director John K. Welch 1.9
Mgmt For For Elect Director Stephen R. Wilson 1.10
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 4
SH Against Against Provide Right to Act by Written Consent 5
Huron Consulting Group Inc. Meeting Date: 05/04/2018 Country: USA
Meeting Type: Annual Ticker: HURN
Primary ISIN: US4474621020 Primary SEDOL: B018V76
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director John S. Moody Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Hugh E. Sawyer 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Debra Zumwalt 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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Huron Consulting Group Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. In addition, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
Hutchison Port Holdings Trust Meeting Date: 04/13/2018 Country: Singapore
Meeting Type: Annual Ticker: NS8U
Primary ISIN: SG2D00968206 Primary SEDOL: B56ZM74
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Adopt Report of the Trustee-Manager, Statement by Trustee-Manager, and Audited Financial Statements and Independent Auditor's Report
Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve PricewaterhouseCoopers LLP as Auditors and Authorize Directors of Trustee-Manager to Fix Their Remuneration
2
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities with or without Preemptive Rights
3
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Huttig Building Products, Inc. Meeting Date: 04/24/2018 Country: USA
Meeting Type: Annual Ticker: HBP
Primary ISIN: US4484511047 Primary SEDOL: 2528027
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Huttig Building Products, Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Donald L. Glass Mgmt For Withhold
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Withhold For Elect Director Delbert H. Tanner 1.2
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Furthermore, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Ratify KPMG LLP as Auditors 3
Hyakugo Bank Ltd. Meeting Date: 06/21/2018 Country: Japan
Meeting Type: Annual Ticker: 8368
Primary ISIN: JP3793800008 Primary SEDOL: 6659666
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 4
Mgmt For For
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Hyakugo Bank Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Wakasa, Ichiro 2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Appoint Statutory Auditor Nishida, Takashi 3
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mgmt Against For Approve Deep Discount Stock Option Plan 4
Voter Rationale: Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Hyakujushi Bank Ltd. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 8386
Primary ISIN: JP3794200000 Primary SEDOL: 6659707
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 4
Mgmt For For
Mgmt For For Approve Reverse Stock Split to Comply with Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split
2
Mgmt For For Amend Articles to Authorize Public Announcements in Electronic Format
3
Mgmt Against For Elect Director Watanabe, Tomoki 4.1
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Ayada, Yujiro 4.2
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Kagawa, Ryohei 4.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kiuchi, Teruo 4.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nishikawa, Ryuji 4.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Hyakujushi Bank Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Mori, Takashi 4.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Oyama, Kiichiro 4.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Toyoshima, Masakazu 4.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fujimura, Akihiko 4.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.The audit committee should be majority independent and companies should strive to make them fully independent.
Mgmt Against For Elect Director and Audit Committee Member Tamura, Tadahiko
5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.The audit committee should be majority independent and companies should strive to make them fully independent.
Hysan Development Co. Ltd. Meeting Date: 05/08/2018 Country: Hong Kong
Meeting Type: Annual Ticker: 14
Primary ISIN: HK0014000126 Primary SEDOL: 6449629
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Elect Lau Lawrence Juen-Yee as Director 2.1
Mgmt For For Elect Lee Tze Hau Michael as Director 2.2
Mgmt For For Elect Poon Chung Yin Joseph as Director 2.3
Mgmt For For Approve Directors' Fees 3
Mgmt For For Approve Deloitte Touche Tohmatsu as Auditor and Authorize Board to Fix Their Remuneration
4
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
5
Mgmt For For Authorize Repurchase of Issued Share Capital 6
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Hyster-Yale Materials Handling, Inc. Meeting Date: 05/09/2018 Country: USA
Meeting Type: Annual Ticker: HY
Primary ISIN: US4491721050 Primary SEDOL: B7LG306
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director James M. Bemowski Mgmt For For
Mgmt Withhold For Elect Director J.C. Butler, Jr. 1.2
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Director Carolyn Corvi 1.3
Voter Rationale: Companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt For For Elect Director John P. Jumper 1.4
Voter Rationale: Companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt For For Elect Director Dennis W. LaBarre 1.5
Mgmt For For Elect Director H. Vincent Poor 1.6
Voter Rationale: Companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt For For Elect Director Alfred M. Rankin, Jr. 1.7
Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Moreover, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director Claiborne R. Rankin 1.8
Mgmt For For Elect Director John M. Stropki 1.9
Voter Rationale: Companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt For For Elect Director Britton T. Taplin 1.10
Mgmt For For Elect Director Eugene Wong 1.11
Voter Rationale: Companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
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IAC/InterActiveCorp Meeting Date: 06/28/2018 Country: USA
Meeting Type: Annual Ticker: IAC
Primary ISIN: US44919P5089 Primary SEDOL: B0F0F09
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Edgar Bronfman, Jr. Mgmt For Withhold
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director Chelsea Clinton 1.2
Mgmt For For Elect Director Barry Diller 1.3
Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director Michael D. Eisner 1.4
Mgmt For For Elect Director Bonnie S. Hammer 1.5
Mgmt For For Elect Director Victor A. Kaufman 1.6
Mgmt For For Elect Director Joseph Levin 1.7
Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt Withhold For Elect Director Bryan Lourd 1.8
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director David Rosenblatt 1.9
Mgmt Withhold For Elect Director Alan G. Spoon 1.10
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Director Alexander von Furstenberg 1.11
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IAC/InterActiveCorp Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Richard F. Zannino 1.12
Mgmt Against For Approve Omnibus Stock Plan 2
Voter Rationale: This plan could lead to excessive dilution. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated. Moreover, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Furthermore, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
IBERIABANK Corporation Meeting Date: 05/09/2018 Country: USA
Meeting Type: Annual Ticker: IBKC
Primary ISIN: US4508281080 Primary SEDOL: 2452450
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Ernest P. Breaux, Jr. Mgmt For Withhold
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Daryl G. Byrd 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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IBERIABANK Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director John N. Casbon 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director John E. Koerner, III 1.4
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance.
Ibiden Co. Ltd. Meeting Date: 06/15/2018 Country: Japan
Meeting Type: Annual Ticker: 4062
Primary ISIN: JP3148800000 Primary SEDOL: 6456102
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Takenaka, Hiroki Mgmt For Against
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Aoki, Takeshi 1.2
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt For For Elect Director Kodama, Kozo 1.3
Mgmt For For Elect Director Ikuta, Masahiko 1.4
Mgmt For For Elect Director Yamaguchi, Chiaki 1.5
Mgmt For For Elect Director Mita, Toshio 1.6
Mgmt For For Elect Director Yoshihisa, Koichi 1.7
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IBJ Leasing Company Limited Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 8425
Primary ISIN: JP3286500008 Primary SEDOL: B02QLW4
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 38
Mgmt For For
Mgmt For For Elect Director Motoyama, Hiroshi 2.1
Mgmt Against For Elect Director Ueda, Akira 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Appoint Statutory Auditor Noguchi, Akira 3
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mgmt Against For Approve Trust-Type Equity Compensation Plan 4
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
ICF International, Inc. Meeting Date: 05/31/2018 Country: USA
Meeting Type: Annual Ticker: ICFI
Primary ISIN: US44925C1036 Primary SEDOL: B1FP363
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Eileen O'Shea Auen Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Cheryl W. Grise 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Randall Mehl 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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ICF International, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Omnibus Stock Plan 3
Voter Rationale: This plan could lead to excessive dilution. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Mgmt For For Ratify Grant Thornton LLP as Auditors 4
Ichibanya Co. Ltd. Meeting Date: 05/28/2018 Country: Japan
Meeting Type: Annual Ticker: 7630
Primary ISIN: JP3142150006 Primary SEDOL: 6207861
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 40
Mgmt For For
Mgmt For For Elect Director Hamajima, Toshiya 2.1
Mgmt Against For Elect Director Kuzuhara, Mamoru 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Sakaguchi, Yuji 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Miyazaki, Tatsuo 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Sugihara, Kazushige 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ishiguro, Keiji 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Ichibanya Co. Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Adachi, Shiro 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Osawa, Yoshiyuki 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Ichigo Inc. Meeting Date: 05/27/2018 Country: Japan
Meeting Type: Annual Ticker: 2337
Primary ISIN: JP3120010008 Primary SEDOL: 6549767
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Articles to Restore Shareholder Authority to Vote on Share Buybacks - Restore Shareholder Authority to Vote on Income Allocation
Mgmt For For
Mgmt For For Elect Director Scott Callon 2.1
Mgmt For For Elect Director Hasegawa, Takuma 2.2
Mgmt For For Elect Director Ishihara, Minoru 2.3
Mgmt For For Elect Director Fujita, Tetsuya 2.4
Mgmt For For Elect Director Kawate, Noriko 2.5
Mgmt For For Elect Director Suzuki, Yukio 2.6
Mgmt For For Elect Director Matsuzaki, Masatoshi 2.7
Mgmt For For Elect Director Nishimoto, Kosuke 2.8
Mgmt For For Elect Director Nakaido, Nobuhide 2.9
Ichiyoshi Securities Meeting Date: 06/23/2018 Country: Japan
Meeting Type: Annual Ticker: 8624
Primary ISIN: JP3142300007 Primary SEDOL: 6456492
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Ichiyoshi Securities
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Takehi, Masashi Mgmt For For
Mgmt For For Elect Director Kobayashi, Minoru 1.2
Mgmt For For Elect Director Tateishi, Shiro 1.3
Mgmt For For Elect Director Gokita, Akira 1.4
Mgmt For For Elect Director Kakeya, Kenro 1.5
Mgmt For For Elect Director Ishikawa, Takashi 1.6
Mgmt For For Elect Director Sakurai, Kota 1.7
Mgmt Against For Approve Stock Option Plan 2
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Icom Inc. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 6820
Primary ISIN: JP3101400004 Primary SEDOL: 6458432
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, With a Final Dividend of JPY 20
Mgmt For For
Mgmt Against For Elect Director Inoue, Tokuzo 2.1
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Harima, Masataka 2.2
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Ogawa, Nobuo 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shimizu, Hiroshi 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kojiyama, Kenichi 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Icom Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Yoshizawa, Haruyuki 2.6
Mgmt For For Elect Director Honda, Akifumi 2.7
Iconix Brand Group, Inc. Meeting Date: 04/26/2018 Country: USA
Meeting Type: Special Ticker: ICON
Primary ISIN: US4510551074 Primary SEDOL: 2175575
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Increase Authorized Common Stock Mgmt For For
Mgmt For For Adjourn Meeting 2
ICU Medical, Inc. Meeting Date: 05/15/2018 Country: USA
Meeting Type: Annual Ticker: ICUI
Primary ISIN: US44930G1076 Primary SEDOL: 2451918
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Vivek Jain Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director George A. Lopez 1.2
Mgmt Withhold For Elect Director Robert S. Swinney 1.3
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director David C. Greenberg 1.4
Mgmt For For Elect Director Elisha W. Finney 1.5
Mgmt For For Elect Director Douglas E. Giordano 1.6
Mgmt For For Elect Director David F. Hoffmeister 1.7
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ICU Medical, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Donald M. Abbey 1.8
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
IDACORP, Inc. Meeting Date: 05/17/2018 Country: USA
Meeting Type: Annual Ticker: IDA
Primary ISIN: US4511071064 Primary SEDOL: 2296937
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Darrel T. Anderson Mgmt For For
Mgmt For For Elect Director Thomas Carlile 1.2
Mgmt For For Elect Director Richard J. Dahl 1.3
Mgmt For For Elect Director Annette G. Elg 1.4
Mgmt For For Elect Director Ronald W. Jibson 1.5
Mgmt For For Elect Director Judith A. Johansen 1.6
Mgmt For For Elect Director Dennis L. Johnson 1.7
Mgmt For For Elect Director Christine King 1.8
Mgmt For For Elect Director Richard J. Navarro 1.9
Mgmt For For Elect Director Robert A. Tinstman 1.10
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.
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IDACORP, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Idec Corp. Meeting Date: 06/15/2018 Country: Japan
Meeting Type: Annual Ticker: 6652
Primary ISIN: JP3138800002 Primary SEDOL: 6456737
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Articles to Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval
Mgmt For For
Mgmt For For Elect Director Funaki, Toshiyuki 2.1
Mgmt For For Elect Director Funaki, Mikio 2.2
Mgmt For For Elect Director Nakagawa, Takeshi 2.3
Mgmt For For Elect Director Hatta, Nobuo 2.4
Mgmt For For Elect Director Yamamoto, Takuji 2.5
Mgmt For For Elect Director and Audit Committee Member Fujita, Keijiro
3.1
Mgmt For For Elect Director and Audit Committee Member Taniguchi, Hirokazu
3.2
Mgmt For For Elect Director and Audit Committee Member Sakamoto, Masanori
3.3
Mgmt For For Elect Director and Audit Committee Member Kawahito, Masataka
3.4
Mgmt For For Elect Director and Audit Committee Member Kanai, Michiko
3.5
Mgmt For For Approve Compensation Ceiling for Directors Who Are Not Audit Committee Members
4
Mgmt For For Approve Compensation Ceiling for Directors Who Are Audit Committee Members
5
Mgmt For For Approve Statutory Auditor Retirement Bonus 6
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Idec Corp. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Approve Stock Option Plan 7
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Idemitsu Kosan Co., Ltd. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 5019
Primary ISIN: JP3142500002 Primary SEDOL: B1FF8P7
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Tsukioka, Takashi Mgmt For For
Mgmt For For Elect Director Kito, Shunichi 1.2
Mgmt For For Elect Director Matsushita, Takashi 1.3
Mgmt For For Elect Director Nibuya, Susumu 1.4
Mgmt For For Elect Director Maruyama, Kazuo 1.5
Mgmt For For Elect Director Sagishima, Toshiaki 1.6
Mgmt For For Elect Director Homma, Kiyoshi 1.7
Mgmt For For Elect Director Yokota, Eri 1.8
Mgmt For For Elect Director Ito, Ryosuke 1.9
Mgmt For For Elect Director Kikkawa, Takeo 1.10
Mgmt For For Elect Director Mackenzie Clugston 1.11
Mgmt For For Appoint Statutory Auditor Tanida, Toshiyuki 2.1
Mgmt For For Appoint Statutory Auditor Niwayama, Shoichiro 2.2
Mgmt For For Appoint Alternate Statutory Auditor Kai, Junko 3
Mgmt For For Approve Trust-Type Equity Compensation Plan 4
IDEX Corporation Meeting Date: 04/25/2018 Country: USA
Meeting Type: Annual Ticker: IEX
Primary ISIN: US45167R1041 Primary SEDOL: 2456612
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IDEX Corporation
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director William M. Cook Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Cynthia J. Warner 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Mark A. Buthman 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
IDEXX Laboratories, Inc. Meeting Date: 05/09/2018 Country: USA
Meeting Type: Annual Ticker: IDXX
Primary ISIN: US45168D1046 Primary SEDOL: 2459202
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Bruce L. Claflin Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Daniel M. Junius 1b
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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IDEXX Laboratories, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Mgmt Against For Approve Omnibus Stock Plan 3
Voter Rationale: This plan could lead to excessive dilution. Also, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
4
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
IDOM Inc. Meeting Date: 05/30/2018 Country: Japan
Meeting Type: Annual Ticker: 7599
Primary ISIN: JP3235700006 Primary SEDOL: 6136374
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 3.5
Mgmt For For
Mgmt For For Elect Director Noda, Koichi 2
Iguatemi Empresa de Shopping Centers S.A Meeting Date: 04/19/2018 Country: Brazil
Meeting Type: Annual Ticker: IGTA3
Primary ISIN: BRIGTAACNOR5 Primary SEDOL: B1NXMK6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2017
Mgmt For For
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Iguatemi Empresa de Shopping Centers S.A Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Allocation of Income and Dividends 2
Mgmt For For Fix Number of Directors at Six 3
Mgmt Abstain None Do You Wish to Adopt Cumulative Voting for the Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
4
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt For For Elect Carlos Francisco Ribeiro Jereissati as Director
5.1
Mgmt For For Elect Carlos Jereissati as Director 5.2
Mgmt For For Elect Pedro Jereissati as Director 5.3
Mgmt For For Elect Sidnei Nunes as Director 5.4
Mgmt For For Elect Jose Castro Araujo Rudge as Director 5.5
Mgmt For For Elect Pedro Santos Ripper as Director 5.6
Mgmt Abstain None In Case Cumulative Voting Is Adopted, Do You Wish to Equally Distribute Your Votes for Each Supported Nominee?
6
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt APPLICABLE ONLY IF CUMULATIVE VOTING IS ADOPTED - If You Vote FOR on Item 6, Votes Will Be Automatically Distributed in Equal % Amongst Candidates You Chose. If You Vote AGST, Contact Your Client Service Rep to Disproportionately Allocate % of Votes
Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Carlos Francisco Ribeiro Jereissati as Director
7.1
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Carlos Jereissati as Director
7.2
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Pedro Jereissati as Director
7.3
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Sidnei Nunes as Director
7.4
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
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Iguatemi Empresa de Shopping Centers S.A Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Jose Castro Araujo Rudge as Director
7.5
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Pedro Santos Ripper as Director
7.6
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Abstain None As an Ordinary Shareholder, Would You like to Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
8
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Against For Approve Remuneration of Company's Management
9
Voter Rationale: We urge the board to take immediate steps to provide shareholders with the information referred to in item 13 of the Reference Form in CVM Instruction 480.
Mgmt For None Do You Wish to Request Installation of a Fiscal Council, Under the Terms of Article 161 of the Brazilian Corporate Law?
10
IHI Corporation Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 7013
Primary ISIN: JP3134800006 Primary SEDOL: 6466985
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 30
Mgmt For For
Mgmt Against For Elect Director Saito, Tamotsu 2.1
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Mitsuoka, Tsugio 2.2
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt For For Elect Director Otani, Hiroyuki 2.3
Mgmt For For Elect Director Shikina, Tomoharu 2.4
Mgmt For For Elect Director Yamada, Takeshi 2.5
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Fujiwara, Taketsugu 2.6
Mgmt For For Elect Director Kimura, Hiroshi 2.7
Mgmt For For Elect Director Ishimura, Kazuhiko 2.8
Mgmt For For Elect Director Tanaka, Yayoi 2.9
Mgmt For For Elect Director Mizumoto, Nobuko 2.10
Mgmt For For Elect Director Nagano, Masafumi 2.11
Mgmt For For Elect Director Murakami, Koichi 2.12
IHS Markit Ltd. Meeting Date: 04/11/2018 Country: Bermuda
Meeting Type: Annual Ticker: INFO
Primary ISIN: BMG475671050 Primary SEDOL: BD0Q558
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Dinyar S. Devitre Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Nicoletta Giadrossi 1.2
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Robert P. Kelly 1.3
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Deborah Doyle McWhinney 1.4
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration
2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
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IHS Markit Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Declassify the Board of Directors 4
Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.
Mgmt For For Adopt Majority Voting for Uncontested Election of Directors
5
Voter Rationale: The company's decision to introduce majority voting to elect directors is a good improvement. However, boards should adopt a truly binding standard so that shareholders make the ultimate decision about who will represent their interests.
Iida Group Holdings Co., Ltd. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 3291
Primary ISIN: JP3131090007 Primary SEDOL: BFDTBS3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 30
Mgmt For For
Mgmt Against For Amend Articles to Lower Quorum Requirement 2
Voter Rationale: Lowering the quorum requirement will remove a powerful incentive for the company to reach out to its independent shareholders, and such a move would not be in shareholders' interest.
Iino Kaiun Kaisha Ltd. Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 9119
Primary ISIN: JP3131200002 Primary SEDOL: 6457008
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 5
Mgmt For For
Mgmt Against For Elect Director Okada, Akihiko 2.1
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Iino Kaiun Kaisha Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Osonoe, Ryuichi 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Jingu, Tomoshige 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Appoint Statutory Auditor Yamada, Yoshio 3
Mgmt For For Appoint Alternate Statutory Auditor Miyake, Yudai
4
ILG, Inc. Meeting Date: 06/12/2018 Country: USA
Meeting Type: Annual Ticker: ILG
Primary ISIN: US44967H1014 Primary SEDOL: BYT3YH2
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Craig M. Nash Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director David Flowers 1.2
Mgmt For For Elect Director Victoria L. Freed 1.3
Mgmt For For Elect Director Lizanne Galbreath 1.4
Mgmt For For Elect Director Chad Hollingsworth 1.5
Mgmt For For Elect Director Lewis J. Korman 1.6
Mgmt For For Elect Director Thomas J. Kuhn 1.7
Mgmt Withhold For Elect Director Thomas J. McInerney 1.8
Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Director Thomas P. Murphy, Jr. 1.9
Mgmt For For Elect Director Stephen R. Quazzo 1.10
Mgmt For For Elect Director Sergio D. Rivera 1.11
Mgmt For For Elect Director Thomas O. Ryder 1.12
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ILG, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Avy H. Stein 1.13
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Iliad Meeting Date: 05/16/2018 Country: France
Meeting Type: Annual/Special Ticker: ILD
Primary ISIN: FR0004035913 Primary SEDOL: 7759435
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.68 per Share
3
Mgmt Against For Approve Auditors' Special Report on Related-Party Transactions
4
Voter Rationale: Shareholders should be given relevant and sufficient information to make an informed decision.
Mgmt For For Approve Transaction with NJJ Re: Minority Stake in Eir
5
Mgmt For For Approve Transaction with NJJ Re: Preferential Right
6
Mgmt For For Reelect Maxime Lombardini as Director 7
Mgmt For For Renew Appointment of PricewaterhouseCoopers Audit as Auditor
8
Mgmt For For Acknowledge End of Mandate of Etienne Boris Alternate Auditor and Decision Not to Renew
9
Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 210,000
10
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Approve Compensation of Cyril Poidatz, Chairman of the Board
11
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Compensation of Maxime Lombardini, CEO
12
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Compensation of Xavier Niel, Vice-CEO 13
Mgmt For For Approve Compensation of Rani Assaf, Vice-CEO 14
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Compensation of Antoine Levavasseur, Vice-CEO
15
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Compensation of Thomas Reynaud, Vice-CEO
16
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Compensation of Alexis Bidinot, Vice-CEO
17
Mgmt Against For Approve Remuneration Policy of Chairman of the Board
18
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Remuneration Policy of CEO 19
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Remuneration Policy of Vice-CEOs 20
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
21
Mgmt Extraordinary Business
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plans
22
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant.
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
23
Mgmt For For Amend Article 22 of Bylaws to Comply with Legal Changes Re: Auditors
24
Mgmt For For Authorize Filing of Required Documents/Other Formalities
25
Illinois Tool Works Inc. Meeting Date: 05/04/2018 Country: USA
Meeting Type: Annual Ticker: ITW
Primary ISIN: US4523081093 Primary SEDOL: 2457552
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Daniel J. Brutto Mgmt For For
Mgmt Against For Elect Director Susan Crown 1b
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director James W. Griffith 1c
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Jay L. Henderson 1d
Mgmt For For Elect Director Richard H. Lenny 1e
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director E. Scott Santi 1f
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
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Illinois Tool Works Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director James A. Skinner 1g
Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director David B. Smith, Jr. 1h
Mgmt For For Elect Director Pamela B. Strobel 1i
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Kevin M. Warren 1j
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Anre D. Williams 1k
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
SH For Against Reduce Ownership Threshold for Shareholders to Call Special Meeting
4
Voter Rationale: Holders of significant share capital should be entitled to call a special meeting. A total holding requirement of 5% is a suitable threshold to prevent abuse.
SH For Against Adopt and Report on Science-Based GHG Emissions Reduction Targets
5
Voter Rationale: Climate change presents ongoing and serious long-term operational and regulatory risks that can impact shareholder value. The company should assess and set goals to address its greenhouse gas emissions. This is particularly important given the need for individual corporate action given the regulatory vacuum on this important issue in the United States.
Illumina, Inc. Meeting Date: 05/23/2018 Country: USA
Meeting Type: Annual Ticker: ILMN
Primary ISIN: US4523271090 Primary SEDOL: 2613990
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Jay T. Flatley Mgmt For For
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director John W. Thompson 1b
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Gary S. Guthart 1c
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
SH For Against Declassify the Board of Directors 4
Voter Rationale: The annual election of directors provides greater accountability to shareholders and is a widely accepted best practice in corporate governance. Shareholders should have the opportunity to communicate with directors regarding their performance regularly.
IMAX Corporation Meeting Date: 06/05/2018 Country: Canada
Meeting Type: Annual Ticker: IMAX
Primary ISIN: CA45245E1097 Primary SEDOL: 2473859
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Neil S. Braun Mgmt For Withhold
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Eric A. Demirian 1.2
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