Proxy Voting Report. 3rd Quarter 2017

Transcription

1 Proxy Report 3rd Quarter 2017

2 Burckhardt Compression Holding AG Manz AG Alstom Open Meeting Refer No 2 Accept Financial Statements and Statutory 3 Approve Allocation of Income and Dividends of CHF 7.00 per Share 4 Approve Discharge of Board and Senior Management 5.1 Approve Creation of CHF 1.3 Million Pool of Capital without Preemptive 5.2 Amend Articles Re: Shareholder Representation at the General Meeting 5.3 Amend Articles Re: Remuneration Policy for Directors Reelect Valentin Vogt as Director Reelect Hans Hess as Director Reelect Urs Leinhaeuser as Director Reelect Monika Kruesi as Director Reelect Stephan Bross as Director 6.2 Reelect Valentin Vogt as Board Chairman Reappoint Hans Hess as Member of the and Nomination Committee Reappoint Stephan Bross as Member of the Compensation and Nomination Committee 6.4 Ratify PricewaterhouseCoopers AG as Auditors 6.5 Designate Andreas Keller as Independent Proxy 7.1 Approve Maximum Variable Remuneration of Directors in the Amount of CHF 79,000 for Fiscal Approve Maximum Variable Remuneration of Executive Committee in the Amount of CHF 546,000 for Fiscal Approve Remuneration Report for Fiscal 2016 Yes 7.4 Approve Fixed Remuneration of Directors in the Amount of CHF 580,000 for Fiscal Approve Fixed Remuneration of Directors in the Amount of CHF 580,000 for Fiscal Approve Fixed Remuneration of Executive Committee in the Amount of CHF 2.12 Million for Fiscal Transact Other Business () Yes 1 Receive Financial Statements and Statutory Refer No for Fiscal 2016 (Non-) 2 Approve Discharge of Management Board for Fiscal Approve Discharge of Supervisory Board for Fiscal Ratify BEST AUDIT GmbH as Auditors for Fiscal Approve Increase in Size of Board to Four Members 6 Elect Dieter Manz to the Supervisory Board Approve Financial Statements and Statutory 2 Approve Consolidated Financial Statements and Statutory 3 Approve Allocation of Income and Dividends of EUR 0.25 per Share 4 Approve Additional Pension Scheme Agreement with Henri Poupart-Lafarge 2/8

3 The British Land Company PLC Reynolds American Inc British American Tobacco plc McKesson Corporation Ratify Appointment of Sylvie Kande de Beaupy as Director 6 Ratify appointment of Yann Delabriere as Director 7 Elect Francoise Colpron as Director 8 Approve Remuneration Policy of Henri Yes Poupat-Lafarge, Chairman and CEO 9 Non-Binding on Compensation of Henri Yes Poupat-Lafarge 10 Authorize Repurchase of Up to 10 Percent of Issued Share Capital 11 Authorize Decrease in Share Capital via Cancellation of Repurchased Shares 12 Authorize Capital Issuances for Use in Employee Stock Purchase Plans 13 Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of the Group's Subsidiaries 14 Authorize Filing of Required Documents/Other malities Approve Remuneration Report Elect Lord Macpherson as Director Re-elect Aubrey Adams as Director Re-elect Lucinda Bell as Director Re-elect John Gildersleeve as Director Re-elect Lynn Gladden as Director Re-elect Chris Grigg as Director Re-elect William Jackson as Director Re-elect Charles Maudsley as Director Re-elect Tim Roberts as Director Re-elect Tim Score as Director Re-elect Laura Wade-Gery as Director Reappoint PricewaterhouseCoopers LLP as Auditors 15 Authorise Board to Fix Remuneration of Auditors Authorise EU Political Donations and Expenditure Authorise Issue of Equity with Pre-emptive Authorise Issue of Equity without Pre-emptive Authorise Issue of Equity without Pre-emptive in Connection with an Acquisition or Other Capital Investment 20 Authorise Market Purchase of Ordinary Shares Authorise the Company to Call General Meeting with Two Weeks' Notice Approve Merger Agreement Advisory on Golden Parachutes Yes Adjourn Meeting Approve Matters Relating to the Acquisition of the Remaining Common Stock of Reynolds American Inc. 1a Elect Director Andy D. Bryant b Elect Director N. Anthony Coles c Elect Director John H. Hammergren Yes d Elect Director M. Christine Jacobs /8

4 Vodafone Group Plc Jazz Pharmaceuticals plc C. R. Bard, Inc Xilinx, Inc e Elect Director Donald R. Knauss f Elect Director Marie L. Knowles g Elect Director Edward A. Mueller h Elect Director Susan R. Salka Ratify Deloitte & Touche LLP as Auditors Advisory to Ratify Named Executive Yes Advisory on Say on Pay Frequency One Year No 5 Require Independent Board Chairman Yes Provide Right to Act by Written Consent Yes Re-elect Gerard Kleisterlee as Director Re-elect Vittorio Colao as Director Re-elect Nick Read as Director Re-elect Sir Crispin Davis as Director Re-elect Dr Mathias Dopfner as Director Re-elect Dame Clara Furse as Director Re-elect Valerie Gooding as Director Re-elect Renee James as Director Re-elect Samuel Jonah as Director Elect Maria Amparo Moraleda Martinez as Director 12 Re-elect David Nish as Director Approve Final Dividend Approve Remuneration Policy Yes Approve Remuneration Report Yes Reappoint PricewaterhouseCoopers LLP as Auditors 17 Authorise the Audit and Risk Committee to Fix Remuneration of Auditors 18 Authorise Issue of Equity with Pre-emptive Authorise Issue of Equity without Pre-emptive Authorise Issue of Equity without Pre-emptive in Connection with an Acquisition or Other Capital Investment 21 Authorise Market Purchase of Ordinary Shares Authorise EU Political Donations and Expenditure 23 Authorise the Company to Call General Meeting with Two Weeks' Notice 1a Elect Director Bruce C. Cozadd Yes b Elect Director Heather Ann McSharry c Elect Director Rick E Winningham Approve KPMG, Dublin as Auditors and Authorize Board to Fix Their Remuneration 3 Advisory to Ratify Named Executive Authorize Share Repurchase Program Approve Merger Agreement Advisory on Golden Parachutes Yes Adjourn Meeting Elect Director Dennis Segers Elect Director Moshe N. Gavrielov Elect Director Saar Gillai Elect Director Ronald S. Jankov Elect Director Thomas H. Lee /8

5 DXC Technology Company EMS Chemie Holding AG Logitech International S.A Elect Director J. Michael Patterson Elect Director Albert A. Pimentel Elect Director Marshall C. Turner Elect Director Elizabeth W. Vanderslice Amend Qualified Employee Stock Purchase Plan Amend Omnibus Stock Plan Advisory on Say on Pay Frequency One Year No 5 Advisory to Ratify Named Executive Ratify Ernst & Young LLP as Auditors a Elect Director Mukesh Aghi b Elect Director Amy E. Alving c Elect Director David L. Herzog d Elect Director Sachin Lawande e Elect Director J. Michael Lawrie Yes f Elect Director Julio A. Portalatin g Elect Director Peter Rutland h Elect Director Manoj P. Singh i Elect Director Margaret C. Whitman Yes j Elect Director Robert F. Woods Ratify Deloitte & Touche LLP as Auditors Advisory to Ratify Named Executive Yes Advisory on Say on Pay Frequency One Year No 5 Amend Omnibus Stock Plan Yes Open Meeting Refer No 2 Acknowledge Proper Convening of Meeting Refer No Approve Remuneration of Board of Directors in the Amount of CHF 745, Approve Remuneration of Executive Committee in the Amount of CHF 3.1 Million Yes 4 Approve Allocation of Income and Ordinary Dividends of CHF per Share and Special Dividends of CHF 4.00 per Share 5 Approve Discharge of Board and Senior Management Reelect Ulf Berg as Director, Board Chairman, and Member of the Reelect Magdelena Martullo as Director Reelect Joachim Streu as Director and Member of the Reelect Bernhard Merki as Director and Member of the 6.2 Ratify Ernst & Young AG as Auditors 6.3 Designate Robert K. Daeppen as Independent Proxy 7 Transact Other Business () Yes 2 Advisory to Ratify Named Executive 3 Advisory on Say on Pay Frequency One Year No 4 Appropriation Of Retained Earnings 5 Approve Discharge of Board and Senior Yes Management 6A Elect Director Patrick Aebischer 6B Elect Director Edouard Bugnion 5/8

6 Compagnie Financiere Richemont SA C Elect Director Bracken Darrell 6D Elect Director Sally Davis 6E Elect Director Guerrino De Luca 6F Elect Director Sue Gove 6G Elect Director Didier Hirsch 6H Elect Director Neil Hunt 6I Elect Director Dimitri Panayotopoulos 6J Elect Director Lung Yeh 6K Elect Director Wendy Becker 6L Elect Director Neela Montgomery 7 Elect Guerrino De Luca as Board Chairman 8A Appoint Edouard Bugnion as Member of the 8B Appoint Sally Davis as Member of the 8C Appoint Neil Hunt as Member of the Compensation Committee 8D Appoint Dimitri Panayotopoulos as Member of the 9 Approve Remuneration of Directors 10 Approve Remuneration of Executive Committee in the Amount of USD 24,650, Ratify KPMG AG as Auditors 12 Designate Beatrice Ehlers as Independent Proxy A Authorize Independent Representative to on Yes Any Amendment to Previous Resolutions 2 Approve Allocation of Income and Dividends of CHF 1.80 per Registered A Share and CHF 0.18 per Registered B Share 3 Approve Discharge of Board of Directors 4.1 Reelect Johann Rupert as Director and Board Yes Chairman 4.2 Reelect Josua Malherbe as Director Yes 4.3 Reelect Jean-Blaise Eckert as Director Yes 4.4 Reelect Ruggero Magnoni as Director Yes 4.5 Reelect Jeff Moss as Director 4.6 Reelect Guillaume Pictet as Director 4.7 Reelect Alan Quasha as Director Yes 4.8 Reelect Maria Ramos as Director 4.9 Reelect Jan Rupert as Director Yes 4.10 Reelect Gary Saage as Director Yes 4.11 Reelect Cyrille Vigneron as Director Yes 4.12 Elect Nikesh Arora as Director 4.13 Elect Nicolas Bos of Clifton as Director Yes 4.14 Elect Clay Brendish as Director 4.15 Elect Burkhart Grund as Director Yes 4.16 Elect Keyu Jin as Director 4.17 Elect Jerome Lambert as Director Yes 4.18 Elect Vesna Nevistic as Director 4.19 Elect Anton Rupert as Director Yes 5.1 Appoint Clay Brendish as Member of the 5.2 Appoint Guillaume Pictet as Member of the 5.3 Appoint Maria Ramos as Member of the 6 Ratify PricewaterhouseCoopers as Auditors 6/8

7 Diageo plc NIKE, Inc FedEx Corporation Designate Francoise Demierre Morand as Independent Proxy 8.1 Approve Maximum Remuneration of Directors in Yes the Amount of CHF 8.4 Million 8.2 Approve Maximum Fixed Remuneration of Executive Committee in the Amount of CHF 11 Million 8.3 Approve Maximum Variable Remuneration of Executive Committee in the Amount of CHF 12.3 Million 9 Transact Other Business () Yes Approve Remuneration Report Approve Remuneration Policy Approve Final Dividend Re-elect Peggy Bruzelius as Director Re-elect Lord Davies of Abersoch as Director Re-elect Javier Ferran as Director Re-elect Ho KwonPing as Director Re-elect Betsy Holden as Director Re-elect Nicola Mendelsohn as Director Re-elect Ivan Menezes as Director Re-elect Kathryn Mikells as Director Re-elect Alan Stewart as Director Reappoint PricewaterhouseCoopers LLP as Auditors 15 Authorise the Audit Committee to Fix Remuneration of Auditors 16 Authorise Issue of Equity with Pre-emptive Authorise Issue of Equity without Pre-emptive Authorise Market Purchase of Ordinary Shares Authorise EU Political Donations and Expenditure 20 Adopt Share Value Plan Elect Director Alan B. Graf, Jr Elect Director John C. Lechleiter Elect Director Michelle A. Peluso Advisory to Ratify Named Executive Advisory on Say on Pay Frequency One Year No 4 Amend Executive Incentive Bonus Plan Report on Political Contributions Disclosure Yes Ratify PricewaterhouseCoopers LLP as Auditors Elect Director James L. Barksdale Elect Director John A. Edwardson Elect Director Marvin R. Ellison Elect Director John C. ("Chris") Inglis Elect Director Kimberly A. Jabal Elect Director Shirley Ann Jackson Elect Director R. Brad Martin Elect Director Joshua Cooper Ramo Elect Director Susan C. Schwab Elect Director Frederick W. Smith Yes Elect Director David P. Steiner Elect Director Paul S. Walsh Advisory to Ratify Named Executive Yes /8

8 3 Advisory on Say on Pay Frequency One Year No 4 Amend Omnibus Stock Plan Ratify Ernst & Young LLP as Auditors Amend Proxy Access Right Yes Report on Lobbying Payments and Policy Yes Provide Confidential Running Tallies No On Executive Pay Matters 9 Report on Company Non-Discrimination Policies in States with Pro-Discrimination Laws No Data source: ISS The result of the ballots ( FOR, AGAINST) are not available for all issuers and/or each meeting. Please consider when interpreting the data that in some cases some particular majority quotas apply. 8/8