Investment Company Report

Transcription

1 ACUITY BRANDS, INC. Page 1 of 159 Security: 00508Y102 Ticker: AYI ISIN: US00508Y1029 Agenda Number: Meeting Type: Annual Meeting Date: 06-Jan DIRECTOR / 1 W. PATRICK BATTLE Withheld 2 GORDON D. HARNETT Withheld 3 ROBERT F. MCCULLOUGH Withheld 4 DOMINIC J. PILEGGI Withheld 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 4. APPROVAL OF THE AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS. 5. APPROVAL OF STOCKHOLDER PROPOSAL RELATED TO DIVIDEND POLICY (IF PROPERLY PRESENTED). Shr

2 ADOBE SYSTEMS INCORPORATED Page 2 of 159 Security: 00724F101 Ticker: ADBE ISIN: US00724F1012 Agenda Number: Meeting Type: Annual Meeting Date: 12-Apr-17 / 1A. ELECTION OF DIRECTOR: AMY BANSE 1B. ELECTION OF DIRECTOR: EDWARD BARNHOLT 1C. ELECTION OF DIRECTOR: ROBERT BURGESS 1D. ELECTION OF DIRECTOR: FRANK CALDERONI 1E. ELECTION OF DIRECTOR: JAMES DALEY 1F. ELECTION OF DIRECTOR: LAURA DESMOND 1G. ELECTION OF DIRECTOR: CHARLES GESCHKE 1H. ELECTION OF DIRECTOR: SHANTANU NARAYEN 1I. ELECTION OF DIRECTOR: DANIEL ROSENSWEIG 1J. ELECTION OF DIRECTOR: JOHN WARNOCK

3 Page 3 of 159 / 2. APPROVAL OF THE 2003 EQUITY INCENTIVE PLAN AS AMENDED TO INCREASE THE AVAILABLE SHARE RESERVE BY 10 MILLION SHARES. 3. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 4. APPROVAL ON AN ADVISORY BASIS OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 5. APPROVAL ON AN ADVISORY BASIS OF THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION. 1 Year

4 AFLAC INCORPORATED Page 4 of 159 Security: Ticker: AFL ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 01-May-17 / 1A. ELECTION OF DIRECTOR: DANIEL P. AMOS 1B. ELECTION OF DIRECTOR: PAUL S. AMOS II 1C. ELECTION OF DIRECTOR: W. PAUL BOWERS 1D. ELECTION OF DIRECTOR: KRISS CLONINGER III 1E. ELECTION OF DIRECTOR: TOSHIHIKO FUKUZAWA 1F. ELECTION OF DIRECTOR: ELIZABETH J. HUDSON 1G. ELECTION OF DIRECTOR: DOUGLAS W. JOHNSON 1H. ELECTION OF DIRECTOR: ROBERT B. JOHNSON 1I. ELECTION OF DIRECTOR: THOMAS J. KENNY 1J. ELECTION OF DIRECTOR: CHARLES B. KNAPP

5 Page 5 of 159 / 1K. ELECTION OF DIRECTOR: KAROLE F. LLOYD 1L. ELECTION OF DIRECTOR: JOSEPH L. MOSKOWITZ 1M. ELECTION OF DIRECTOR: BARBARA K. RIMER, DRPH 1N. ELECTION OF DIRECTOR: MELVIN T. STITH 2. TO CONSIDER THE FOLLOWING NON- BINDING ADVISORY PROPOSAL: "RESOLVED, THAT THE SHAREHOLDERS APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS, EXECUTIVE COMPENSATION TABLES AND ACCOMPANYING NARRATIVE DISCUSSION IN THE PROXY STATEMENT" 3. NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION EVERY 1 Year 4. TO CONSIDER AND ACT UPON THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2017

6 Page 6 of 159 / 5. TO APPROVE THE ADOPTION OF THE AFLAC INCORPORATED LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED FEBRUARY 14, 2017) ("2017 LTIP") WITH ADDITIONAL SHARES AUTHORIZED UNDER THE 2017 LTIP 6. TO APPROVE THE ADOPTION OF THE 2018 MANAGEMENT INCENTIVE PLAN ("2018 MIP")

7 ALPHABET INC Page 7 of 159 Security: 02079K305 Ticker: GOOGL ISIN: US02079K3059 Agenda Number: Meeting Type: Annual Meeting Date: 07-Jun DIRECTOR / 1 LARRY PAGE Withheld 2 SERGEY BRIN Withheld 3 ERIC E. SCHMIDT Withheld 4 L. JOHN DOERR Withheld 5 ROGER W. FERGUSON, JR. Withheld 6 DIANE B. GREENE Withheld 7 JOHN L. HENNESSY Withheld 8 ANN MATHER Withheld 9 ALAN R. MULALLY Withheld 10 PAUL S. OTELLINI Withheld 11 K. RAM SHRIRAM Withheld

8 Page 8 of 159 / 12 SHIRLEY M. TILGHMAN Withheld 2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS ALPHABET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, THE APPROVAL OF AN AMENDMENT TO ALPHABET'S 2012 STOCK PLAN TO INCREASE THE SHARE RESERVE BY 15,000,000 SHARES OF CLASS C CAPITAL STOCK. 4. THE APPROVAL OF THE 2016 COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS. 5. THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES REGARDING COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS. 1 Year 6. A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. Shr 7. A STOCKHOLDER PROPOSAL REGARDING A LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING. Shr 8. A STOCKHOLDER PROPOSAL REGARDING A POLITICAL CONTRIBUTIONS REPORT, IF PROPERLY PRESENTED AT THE MEETING. Shr

9 Page 9 of 159 / 9. A STOCKHOLDER PROPOSAL REGARDING A REPORT ON GENDER PAY, IF PROPERLY PRESENTED AT THE MEETING. Shr 10. A STOCKHOLDER PROPOSAL REGARDING A CHARITABLE CONTRIBUTIONS REPORT, IF PROPERLY PRESENTED AT THE MEETING. Shr 11. A STOCKHOLDER PROPOSAL REGARDING THE IMPLEMENTATION OF "HOLY LAND PRINCIPLES," IF PROPERLY PRESENTED AT THE MEETING. Shr Abstain 12. A STOCKHOLDER PROPOSAL REGARDING A REPORT ON "FAKE NEWS," IF PROPERLY PRESENTED AT THE MEETING. Shr

10 AMERICAN WATER WORKS COMPANY, INC. Page 10 of 159 Security: Ticker: AWK ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 12-May-17 / 1A. ELECTION OF DIRECTOR: JULIE A. DOBSON 1B. ELECTION OF DIRECTOR: PAUL J. EVANSON 1C. ELECTION OF DIRECTOR: MARTHA CLARK GOSS 1D. ELECTION OF DIRECTOR: VERONICA M. HAGEN 1E. ELECTION OF DIRECTOR: JULIA L. JOHNSON 1F. ELECTION OF DIRECTOR: KARL F. KURZ 1G. ELECTION OF DIRECTOR: GEORGE MACKENZIE 1H. ELECTION OF DIRECTOR: SUSAN N. STORY 2. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

11 Page 11 of 159 / 3. APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 Year 4. APPROVAL OF THE AMERICAN WATER WORKS COMPANY, INC OMNIBUS EQUITY COMPENSATION PLAN. 5. APPROVAL OF THE AMERICAN WATER WORKS COMPANY, INC. AND ITS DESIGNATED SUBSIDIARIES 2017 NONQUALIFIED EMPLOYEE STOCK PURCHASE PLAN. 6. RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2017.

12 ANSYS, INC. Page 12 of 159 Security: 03662Q105 Ticker: ANSS ISIN: US03662Q1058 Agenda Number: Meeting Type: Annual Meeting Date: 19-May-17 / 1A. ELECTION OF DIRECTOR: JAMES E. CASHMAN III 1B. ELECTION OF DIRECTOR: AJEI S. GOPAL 1C. ELECTION OF DIRECTOR: WILLIAM R. MCDERMOTT 2. THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, TO BE VOTED ON A NON-BINDING, ADVISORY BASIS. 3. TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. 1 Year 4. THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

13 APACHE CORPORATION Page 13 of 159 Security: Ticker: APA ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 11-May-17 / 1. ELECTION OF DIRECTOR: ANNELL R. BAY 2. ELECTION OF DIRECTOR: JOHN J. CHRISTMANN IV 3. ELECTION OF DIRECTOR: CHANSOO JOUNG 4. ELECTION OF DIRECTOR: WILLIAM C. MONTGOMERY 5. ELECTION OF DIRECTOR: AMY H. NELSON 6. ELECTION OF DIRECTOR: DANIEL W. RABUN 7. ELECTION OF DIRECTOR: PETER A. RAGAUSS 8. RATIFICATION OF ERNST & YOUNG LLP AS APACHE'S INDEPENDENT AUDITORS. 9. ADVISORY VOTE TO APPROVE COMPENSATION OF APACHE'S NAMED EXECUTIVE OFFICERS.

14 Page 14 of 159 / 10. ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE TO APPROVE COMPENSATION OF APACHE'S NAMED EXECUTIVE OFFICERS. 1 Year

15 ARM HOLDINGS PLC Page 15 of 159 Security: Ticker: ARMH ISIN: US Agenda Number: Meeting Type: Special Meeting Date: 30-Aug-16 / C1 THE SCHEME PLEASE REFER TO THE NOTICE OF THE COMPANY (ARM HOLDINGS PLC) DATES AUGUST 3, "VOTING OPTIONS FOR PROPOSAL C1 ARE "FOR" OR "AGAINST" ONLY" O1 RESOLUTION 1 (SPECIAL RESOLUTION) PLEASE REFER TO THE NOTICE OF THE COMPANY (ARM HOLDINGS PLC) DATES AUGUST 3, 2016.

16 AVALONBAY COMMUNITIES, INC. Page 16 of 159 Security: Ticker: AVB ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 18-May-17 / 1A. ELECTION OF DIRECTOR: GLYN F. AEPPEL 1B. ELECTION OF DIRECTOR: TERRY S. BROWN 1C. ELECTION OF DIRECTOR: ALAN B. BUCKELEW 1D. ELECTION OF DIRECTOR: RONALD L. HAVNER, JR. 1E. ELECTION OF DIRECTOR: RICHARD J. LIEB 1F. ELECTION OF DIRECTOR: TIMOTHY J. NAUGHTON 1G. ELECTION OF DIRECTOR: PETER S. RUMMELL 1H. ELECTION OF DIRECTOR: H. JAY SARLES 1I. ELECTION OF DIRECTOR: SUSAN SWANEZY 1J. ELECTION OF DIRECTOR: W. EDWARD WALTER

17 Page 17 of 159 / 2. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, TO APPROVE THE COMPANY'S SECOND AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLAN. 4. TO ADOPT A RESOLUTION APPROVING, ON A NON-BINDING ADVISORY...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 5. TO CAST A NON-BINDING ADVISORY VOTE AS TO FREQUENCY OF FUTURE... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 1 Year

18 BANK OF AMERICA CORPORATION Page 18 of 159 Security: Ticker: BAC ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 26-Apr-17 / 1A. ELECTION OF DIRECTOR: SHARON L. ALLEN 1B. ELECTION OF DIRECTOR: SUSAN S. BIES 1C. ELECTION OF DIRECTOR: JACK O. BOVENDER, JR. 1D. ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. 1E. ELECTION OF DIRECTOR: PIERRE J.P. DE WECK 1F. ELECTION OF DIRECTOR: ARNOLD W. DONALD 1G. ELECTION OF DIRECTOR: LINDA P. HUDSON 1H. ELECTION OF DIRECTOR: MONICA C. LOZANO 1I. ELECTION OF DIRECTOR: THOMAS J. MAY 1J. ELECTION OF DIRECTOR: BRIAN T. MOYNIHAN

19 Page 19 of 159 / 1K. ELECTION OF DIRECTOR: LIONEL L. NOWELL, III 1L. ELECTION OF DIRECTOR: MICHAEL D. WHITE 1M. ELECTION OF DIRECTOR: THOMAS D. WOODS 1N. ELECTION OF DIRECTOR: R. DAVID YOST 2. APPROVING OUR EXECUTIVE COMPENSATION (AN ADVISORY, NON- BINDING "SAY ON PAY" RESOLUTION) 3. A VOTE ON THE FREQUENCY OF FUTURE ADVISORY "SAY ON PAY" RESOLUTIONS (AN ADVISORY, NON-BINDING "SAY ON FREQUENCY" RESOLUTION) 1 Year 4. RATIFYING THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR STOCKHOLDER PROPOSAL - CLAWBACK AMENDMENT Shr 6. STOCKHOLDER PROPOSAL - DIVESTITURE & DIVISION STUDY SESSIONS Shr 7. STOCKHOLDER PROPOSAL - INDEPENDENT BOARD CHAIRMAN Shr 8. STOCKHOLDER PROPOSAL - REPORT CONCERNING GENDER PAY EQUITY Shr

20 BORGWARNER INC. Page 20 of 159 Security: Ticker: BWA ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 26-Apr-17 / 1A. ELECTION OF DIRECTOR: JAN CARLSON Abstain 1B. ELECTION OF DIRECTOR: DENNIS C. CUNEO Abstain 1C. ELECTION OF DIRECTOR: MICHAEL S. HANLEY Abstain 1D. ELECTION OF DIRECTOR: ROGER A. KRONE Abstain 1E. ELECTION OF DIRECTOR: JOHN R. MCKERNAN, JR. Abstain 1F. ELECTION OF DIRECTOR: ALEXIS P. MICHAS Abstain 1G. ELECTION OF DIRECTOR: VICKI L. SATO Abstain 1H. ELECTION OF DIRECTOR: RICHARD O. SCHAUM Abstain 1I. ELECTION OF DIRECTOR: THOMAS T. STALLKAMP Abstain 1J. ELECTION OF DIRECTOR: JAMES R. VERRIER Abstain

21 Page 21 of 159 / 2. ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3. AN ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON THE COMPANY'S EXECUTIVE COMPENSATION PROGRAM. 1 Year 4. THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR STOCKHOLDER PROPOSAL TO ALLOW CERTAIN STOCKHOLDERS TO ACT BY WRITTEN CONSENT. Shr

22 CELGENE CORPORATION Page 22 of 159 Security: Ticker: CELG ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 14-Jun DIRECTOR / 1 ROBERT J. HUGIN Withheld 2 MARK J. ALLES Withheld 3 RICHARD W BARKER D PHIL Withheld 4 MICHAEL W. BONNEY Withheld 5 MICHAEL D. CASEY Withheld 6 CARRIE S. COX Withheld 7 MICHAEL A. FRIEDMAN, MD Withheld 8 JULIA A. HALLER, M.D. Withheld 9 GILLA S. KAPLAN, PH.D. Withheld 10 JAMES J. LOUGHLIN Withheld 11 ERNEST MARIO, PH.D. Withheld

23 Page 23 of 159 / 2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY'S STOCK INCENTIVE PLAN. 4. APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5. TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. 1 Year 6. STOCKHOLDER PROPOSAL TO REQUEST A BY-LAW PROVISION LIMITING MANAGEMENT'S ACCESS TO VOTE TALLIES PRIOR TO THE ANNUAL MEETING WITH RESPECT TO CERTAIN EXECUTIVE PAY MATTERS, DESCRIBED IN MORE DETAIL IN THE PROXY STATEMENT. Shr

24 CERNER CORPORATION Page 24 of 159 Security: Ticker: CERN ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 24-May-17 / 1A. ELECTION OF DIRECTOR: JULIE L. GERBERDING, M.D. 1B. ELECTION OF DIRECTOR: NEAL L. PATTERSON 1C. ELECTION OF DIRECTOR: WILLIAM D. ZOLLARS 2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF CERNER CORPORATION FOR APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 Year

25 CHUBB LIMITED Page 25 of 159 Security: H1467J104 Ticker: CB ISIN: CH Agenda Number: Meeting Type: Annual Meeting Date: 18-May-17 / 1 APPROVAL OF THE MANAGEMENT REPORT, STANDALONE FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS OF CHUBB LIMITED FOR THE YEAR ENDED DECEMBER 31, A ALLOCATION OF DISPOSABLE PROFIT 2B DISTRIBUTION OF A DIVIDEND OUT OF LEGAL RESERVES (BY WAY OF RELEASE AND ALLOCATION TO A DIVIDEND RESERVE) 3 DISCHARGE OF THE BOARD OF DIRECTORS 4A ELECTION OF PRICEWATERHOUSECOOPERS AG (ZURICH) AS OUR STATUTORY AUDITOR 4B RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP (UNITED STATES) AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR PURPOSES OF U.S. SECURITIES LAW REPORTING 4C ELECTION OF BDO AG (ZURICH) AS SPECIAL AUDIT FIRM

26 Page 26 of 159 / 5A ELECTION OF DIRECTOR: EVAN G. GREENBERG 5B ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ 5C ELECTION OF DIRECTOR: MICHAEL G. ATIEH 5D ELECTION OF DIRECTOR: SHEILA P. BURKE 5E ELECTION OF DIRECTOR: JAMES I. CASH 5F ELECTION OF DIRECTOR: MARY CIRILLO 5G ELECTION OF DIRECTOR: MICHAEL P. CONNORS 5H ELECTION OF DIRECTOR: JOHN A. EDWARDSON 5I ELECTION OF DIRECTOR: LEO F. MULLIN 5J ELECTION OF DIRECTOR: KIMBERLY A. ROSS 5K ELECTION OF DIRECTOR: ROBERT W. SCULLY 5L ELECTION OF DIRECTOR: EUGENE B. SHANKS, JR.

27 Page 27 of 159 / 5M ELECTION OF DIRECTOR: THEODORE E. SHASTA 5N ELECTION OF DIRECTOR: DAVID H. SIDWELL 5O ELECTION OF DIRECTOR: OLIVIER STEIMER 5P ELECTION OF DIRECTOR: JAMES M. ZIMMERMAN 6 ELECTION OF EVAN G. GREENBERG AS CHAIRMAN OF THE BOARD OF DIRECTORS 7A ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: MICHAEL P. CONNORS 7B ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: MARY CIRILLO 7C ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: ROBERT M. HERNANDEZ 7D ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: ROBERT W. SCULLY 7E ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: JAMES M. ZIMMERMAN 8 ELECTION OF HOMBURGER AG AS INDEPENDENT PROXY

28 Page 28 of 159 / 9 APPROVAL OF AMENDED AND RESTATED CHUBB LIMITED EMPLOYEE STOCK PURCHASE PLAN 10A COMPENSATION OF THE BOARD OF DIRECTORS UNTIL THE NEXT ANNUAL GENERAL MEETING 10B COMPENSATION OF EXECUTIVE MANAGEMENT FOR THE NEXT CALENDAR YEAR 11 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION UNDER U.S. SECURITIES LAW REQUIREMENTS 12 ADVISORY VOTE ON FREQUENCY OF SUBMISSION OF THE ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION UNDER U.S. SECURITIES LAW REQUIREMENTS 1 Year 13 IF A NEW AGENDA ITEM OR A NEW PROPOSAL FOR AN EXISTING AGENDA ITEM IS PUT BEFORE THE MEETING, I/WE HEREBY AUTHORIZE AND INSTRUCT THE INDEPENDENT PROXY TO VOTE AS FOLLOWS: MARK "FOR " TO VOTE IN ACCORDANCE WITH THE POSITION OF OUR BOARD OF DIRECTORS, MARK "AGAINST" TO VOTE AGAINST NEW ITEMS AND PROPOSALS, MARK "ABSTAIN" TO ABSTAIN.

29 CIGNA CORPORATION Page 29 of 159 Security: Ticker: CI ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 26-Apr-17 / 1A. ELECTION OF DIRECTOR: DAVID M. CORDANI 1B. ELECTION OF DIRECTOR: ERIC J. FOSS 1C. ELECTION OF DIRECTOR: ISAIAH HARRIS, JR. 1D. ELECTION OF DIRECTOR: JANE E. HENNEY, M.D. 1E. ELECTION OF DIRECTOR: ROMAN MARTINEZ IV 1F. ELECTION OF DIRECTOR: DONNA F. ZARCONE 1G. ELECTION OF DIRECTOR: WILLIAM D. ZOLLARS 2. ADVISORY APPROVAL OF CIGNA'S EXECUTIVE COMPENSATION. 3. ADVISORY APPROVAL OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON CIGNA'S EXECUTIVE COMPENSATION. 1 Year

30 Page 30 of 159 / 4. APPROVAL OF THE AMENDED AND RESTATED CIGNA LONG-TERM INCENTIVE PLAN. 5. RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS CIGNA'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR SHAREHOLDER PROPOSAL - SHAREHOLDER PROXY ACCESS Shr

31 CISCO SYSTEMS, INC. Page 31 of 159 Security: 17275R102 Ticker: CSCO ISIN: US17275R1023 Agenda Number: Meeting Type: Annual Meeting Date: 12-Dec-16 / 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS 1C. ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS 1E. ELECTION OF DIRECTOR: AMY L. CHANG 1F. ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. JOHNSON 1H. ELECTION OF DIRECTOR: RODERICK C. MCGEARY 1I. ELECTION OF DIRECTOR: CHARLES H. ROBBINS 1J. ELECTION OF DIRECTOR: ARUN SARIN

32 Page 32 of 159 / 1K. ELECTION OF DIRECTOR: STEVEN M. WEST 2. APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION. 3. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL APPROVAL TO REQUEST AN ANNUAL REPORT RELATING TO CISCO'S LOBBYING POLICIES, PROCEDURES AND ACTIVITIES. Shr 5. APPROVAL TO REQUEST A REPORT DISCLOSING CERTAIN EMPLOYMENT DATA RELATING TO CISCO'S ARAB AND NON-ARAB EMPLOYEES IN ISRAEL- PALESTINE FOR EACH OF THE PAST THREE YEARS. Shr Abstain 6. APPROVAL TO REQUEST THE BOARD TO FORM A COMMITTEE TO REASSESS POLICIES AND CRITERIA FOR DECISIONS WITH RESPECT TO CISCO'S BUSINESS INVOLVEMENTS WITH ISRAEL'S SETTLEMENTS. Shr Abstain

33 CITRIX SYSTEMS, INC. Page 33 of 159 Security: Ticker: CTXS ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 22-Jun-17 / 1A. ELECTION OF DIRECTOR: ROBERT M. CALDERONI 1B. ELECTION OF DIRECTOR: NANCI E. CALDWELL 1C. ELECTION OF DIRECTOR: JESSE A. COHN 1D. ELECTION OF DIRECTOR: ROBERT D. DALEO 1E. ELECTION OF DIRECTOR: MURRAY J. DEMO 1F. ELECTION OF DIRECTOR: PETER J. SACRIPANTI 1G. ELECTION OF DIRECTOR: GRAHAM V. SMITH 1H. ELECTION OF DIRECTOR: GODFREY R. SULLIVAN 1I. ELECTION OF DIRECTOR: KIRILL TATARINOV 2. APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2014 EQUITY INCENTIVE PLAN

34 Page 34 of 159 / 3. RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS 5. ADVISORY VOTE ON FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS 1 Year

35 COSTCO WHOLESALE CORPORATION Page 35 of 159 Security: 22160K105 Ticker: COST ISIN: US22160K1051 Agenda Number: Meeting Type: Annual Meeting Date: 26-Jan DIRECTOR / 1 SUSAN L. DECKER Withheld 2 RICHARD A. GALANTI Withheld 3 JOHN W. MEISENBACH Withheld 4 CHARLES T. MUNGER Withheld 2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS. 3. APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION. 4. APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. 1 Year

36 CVS HEALTH CORPORATION Page 36 of 159 Security: Ticker: CVS ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 10-May-17 / 1A. ELECTION OF DIRECTOR: RICHARD M. BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II 1C. ELECTION OF DIRECTOR: ALECIA A. DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE 1G. ELECTION OF DIRECTOR: LARRY J. MERLO 1H. ELECTION OF DIRECTOR: JEAN-PIERRE MILLON 1I. ELECTION OF DIRECTOR: MARY L. SCHAPIRO 1J. ELECTION OF DIRECTOR: RICHARD J. SWIFT

37 Page 37 of 159 / 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON 1L. ELECTION OF DIRECTOR: TONY L. WHITE 2. PROPOSAL TO RATIFY INDEPENDENT PUBLIC ACCOUNTING FIRM FOR SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. 4. TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. 1 Year 5. PROPOSAL TO APPROVE THE 2017 INCENTIVE COMPENSATION PLAN. 6. STOCKHOLDER PROPOSAL REGARDING THE OWNERSHIP THRESHOLD FOR CALLING SPECIAL MEETINGS OF STOCKHOLDERS. Shr 7. STOCKHOLDER PROPOSAL REGARDING A REPORT ON EXECUTIVE PAY. Shr 8. STOCKHOLDER PROPOSAL REGARDING A REPORT ON RENEWABLE ENERGY TARGETS. Shr

38 DENTSPLY SIRONA INC. Page 38 of 159 Security: 24906P109 Ticker: XRAY ISIN: US24906P1093 Agenda Number: Meeting Type: Annual Meeting Date: 24-May-17 / 1A. ELECTION OF DIRECTOR: MICHAEL C. ALFANO 1B. ELECTION OF DIRECTOR: DAVID K. BEECKEN 1C. ELECTION OF DIRECTOR: ERIC K. BRANDT 1D. ELECTION OF DIRECTOR: MICHAEL J. COLEMAN 1E. ELECTION OF DIRECTOR: WILLIE A. DEESE 1F. ELECTION OF DIRECTOR: THOMAS JETTER 1G. ELECTION OF DIRECTOR: ARTHUR D. KOWALOFF 1H. ELECTION OF DIRECTOR: HARRY M. JANSEN KRAEMER 1I. ELECTION OF DIRECTOR: FRANCIS J. LUNGER 1J. ELECTION OF DIRECTOR: JEFFREY T. SLOVIN

39 Page 39 of 159 / 1K. ELECTION OF DIRECTOR: BRET W. WISE 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, TO APPROVE BY ADVISORY VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4. TO RECOMMEND, BY NON-BINDING ADVISORY VOTE, THE FREQUENCY OF VOTING ON EXECUTIVE COMPENSATION. 1 Year

40 EAST WEST BANCORP, INC. Page 40 of 159 Security: 27579R104 Ticker: EWBC ISIN: US27579R1041 Agenda Number: Meeting Type: Annual Meeting Date: 23-May DIRECTOR / 1 MOLLY CAMPBELL 2 IRIS S. CHAN 3 RUDOLPH I. ESTRADA 4 PAUL H. IRVING 5 HERMAN Y. LI 6 JACK C. LIU 7 DOMINIC NG 8 KEITH W. RENKEN 9 LESTER M. SUSSMAN 2. AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

41 Page 41 of 159 / 3. TO DETERMINE WHETHER TO HOLD AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION EVERY ONE, TWO OR THREE YEARS. 1 Year 4. TO APPROVE THE 2017 EAST WEST BANCORP, INC. PERFORMANCE-BASED BONUS PLAN, AS AMENDED. 5. RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2017.

42 EATON CORPORATION PLC Page 42 of 159 Security: G Ticker: ETN ISIN: IE00B8KQN827 Agenda Number: Meeting Type: Annual Meeting Date: 26-Apr-17 / 1A. ELECTION OF DIRECTOR: CRAIG ARNOLD 1B. ELECTION OF DIRECTOR: TODD M. BLUEDORN 1C. ELECTION OF DIRECTOR: CHRISTOPHER M. CONNOR 1D. ELECTION OF DIRECTOR: MICHAEL J. CRITELLI 1E. ELECTION OF DIRECTOR: RICHARD H. FEARON 1F. ELECTION OF DIRECTOR: CHARLES E. GOLDEN 1G. ELECTION OF DIRECTOR: ARTHUR E. JOHNSON 1H. ELECTION OF DIRECTOR: DEBORAH L. MCCOY 1I. ELECTION OF DIRECTOR: GREGORY R. PAGE 1J. ELECTION OF DIRECTOR: SANDRA PIANALTO

43 Page 43 of 159 / 1K. ELECTION OF DIRECTOR: GERALD B. SMITH 1L. ELECTION OF DIRECTOR: DOROTHY C. THOMPSON 2. APPROVING A PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF ASSOCIATION TO IMPLEMENT PROXY ACCESS. 3. APPROVING A PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF ASSOCIATION REGARDING BRINGING SHAREHOLDER BUSINESS AND MAKING DIRECTOR NOMINATIONS AT AN ANNUAL GENERAL MEETING. 4. APPROVING THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR FOR 2017 AND AUTHORIZING THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET ITS REMUNERATION. 5. ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. 6. ADVISORY APPROVAL FOR FREQUENCY OF EXECUTIVE COMPENSATION VOTES. 1 Year 7. APPROVING A PROPOSAL TO GRANT THE BOARD AUTHORITY TO ISSUE SHARES. 8. APPROVING A PROPOSAL TO GRANT THE BOARD AUTHORITY TO OPT OUT OF PRE- EMPTION RIGHTS.

44 Page 44 of 159 / 9. AUTHORIZING THE COMPANY AND ANY SUBSIDIARY OF THE COMPANY TO MAKE OVERSEAS MARKET PURCHASES OF COMPANY SHARES.

45 ECOLAB INC. Page 45 of 159 Security: Ticker: ECL ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 04-May-17 / 1A. ELECTION OF DIRECTOR: DOUGLAS M. BAKER, JR. 1B. ELECTION OF DIRECTOR: BARBARA J. BECK 1C. ELECTION OF DIRECTOR: LESLIE S. BILLER 1D. ELECTION OF DIRECTOR: CARL M. CASALE 1E. ELECTION OF DIRECTOR: STEPHEN I. CHAZEN 1F. ELECTION OF DIRECTOR: JEFFREY M. ETTINGER 1G. ELECTION OF DIRECTOR: ARTHUR J. HIGGINS 1H. ELECTION OF DIRECTOR: MICHAEL LARSON 1I. ELECTION OF DIRECTOR: DAVID W. MACLENNAN 1J. ELECTION OF DIRECTOR: TRACY B. MCKIBBEN

46 Page 46 of 159 / 1K. ELECTION OF DIRECTOR: VICTORIA J. REICH 1L. ELECTION OF DIRECTOR: SUZANNE M. VAUTRINOT 1M. ELECTION OF DIRECTOR: JOHN J. ZILLMER 2. RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT YEAR ENDING DECEMBER 31, ADVISORY VOTE TO APPROVE THE COMPENSATION OF EXECUTIVES DISCLOSED IN THE PROXY STATEMENT. 4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION. 1 Year

47 EOG RESOURCES, INC. Page 47 of 159 Security: 26875P101 Ticker: EOG ISIN: US26875P1012 Agenda Number: Meeting Type: Annual Meeting Date: 27-Apr-17 / 1A. ELECTION OF DIRECTOR: JANET F. CLARK 1B. ELECTION OF DIRECTOR: CHARLES R. CRISP 1C. ELECTION OF DIRECTOR: ROBERT P. DANIELS 1D. ELECTION OF DIRECTOR: JAMES C. DAY 1E. ELECTION OF DIRECTOR: DONALD F. TEXTOR 1F. ELECTION OF DIRECTOR: WILLIAM R. THOMAS 1G. ELECTION OF DIRECTOR: FRANK G. WISNER 2. TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF DELOITTE & TOUCHE LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS AUDITORS FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2017.

48 Page 48 of 159 / 3. TO APPROVE AN AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 640 MILLION TO 1.28 BILLION. 4. TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5. TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF HOLDING ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 Year

49 F5 NETWORKS, INC. Page 49 of 159 Security: Ticker: FFIV ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 09-Mar-17 / 1A. ELECTION OF DIRECTOR: A GARY AMES 1B. ELECTION OF DIRECTOR: SANDRA E. BERGERON 1C. ELECTION OF DIRECTOR: DEBORAH L. BEVIER 1D. ELECTION OF DIRECTOR: JONATHAN C. CHADWICK 1E. ELECTION OF DIRECTOR: MICHAEL L. DREYER 1F. ELECTION OF DIRECTOR: ALAN J. HIGGINSON 1G. ELECTION OF DIRECTOR: PETER S. KLEIN 1H. ELECTION OF DIRECTOR: JOHN MCADAM 1I. ELECTION OF DIRECTOR: STEPHEN M. SMITH 2. APPROVE THE F5 NETWORKS, INC INCENTIVE PLAN AS AMENDED AND RESTATED

50 Page 50 of 159 / 3. RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 5. ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON APPROVAL OF COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 Year

51 FEDERAL REALTY INVESTMENT TRUST Page 51 of 159 Security: Ticker: FRT ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 03-May-17 / 1.1 ELECTION OF TRUSTEE: JON E. BORTZ 1.2 ELECTION OF TRUSTEE: DAVID W. FAEDER 1.3 ELECTION OF TRUSTEE: ELIZABETH I. HOLLAND 1.4 ELECTION OF TRUSTEE: GAIL P. STEINEL 1.5 ELECTION OF TRUSTEE: WARREN M. THOMPSON 1.6 ELECTION OF TRUSTEE: JOSEPH S. VASSALLUZZO 1.7 ELECTION OF TRUSTEE: DONALD C. WOOD 2. TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, TO HOLD AN ADVISORY VOTE APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

52 Page 52 of 159 / 4. TO HOLD AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 Year

53 FIRST REPUBLIC BANK Page 53 of 159 Security: 33616C100 Ticker: FRC ISIN: US33616C1009 Agenda Number: Meeting Type: Annual Meeting Date: 09-May-17 / 1A. ELECTION OF DIRECTOR: JAMES H. HERBERT, II 1B. ELECTION OF DIRECTOR: KATHERINE AUGUST-DEWILDE 1C. ELECTION OF DIRECTOR: THOMAS J. BARRACK, JR. 1D. ELECTION OF DIRECTOR: FRANK J. FAHRENKOPF, JR. 1E. ELECTION OF DIRECTOR: L. MARTIN GIBBS 1F. ELECTION OF DIRECTOR: BORIS GROYSBERG 1G. ELECTION OF DIRECTOR: SANDRA R. HERNANDEZ 1H. ELECTION OF DIRECTOR: PAMELA J. JOYNER 1I. ELECTION OF DIRECTOR: REYNOLD LEVY 1J. ELECTION OF DIRECTOR: DUNCAN L. NIEDERAUER

54 Page 54 of 159 / 1K. ELECTION OF DIRECTOR: GEORGE G.C. PARKER 1L. ELECTION OF DIRECTOR: CHERYL SPIELMAN 2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS OF FIRST REPUBLIC BANK FOR THE FISCAL YEAR ENDED DECEMBER 31, TO APPROVE THE FIRST REPUBLIC BANK 2017 EXECUTIVE INCENTIVE PLAN. 4. TO APPROVE THE FIRST REPUBLIC BANK 2017 OMNIBUS AWARD PLAN. 5. TO DETERMINE, BY ADVISORY (NON- BINDING) VOTE, THE FREQUENCY OF FUTURE VOTES APPROVING COMPENSATION OF OUR EXECUTIVE OFFICERS ("SAY ON PAY" VOTES). 1 Year 6. TO APPROVE, BY ADVISORY (NON- BINDING) VOTE, THE COMPENSATION OF OUR EXECUTIVE OFFICERS (A "SAY ON PAY" VOTE). 7. SHAREHOLDER PROPOSAL REQUESTING FIRST REPUBLIC BANK TO PREPARE AN EMPLOYMENT DIVERSITY REPORT. Shr

55 FIRST SOLAR, INC. Page 55 of 159 Security: Ticker: FSLR ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 17-May-17 / 1A. ELECTION OF DIRECTOR: MICHAEL J. AHEARN 1B. ELECTION OF DIRECTOR: SHARON L. ALLEN 1C. ELECTION OF DIRECTOR: RICHARD D. CHAPMAN 1D. ELECTION OF DIRECTOR: GEORGE A. HAMBRO 1E. ELECTION OF DIRECTOR: CRAIG KENNEDY 1F. ELECTION OF DIRECTOR: JAMES F. NOLAN 1G. ELECTION OF DIRECTOR: WILLIAM J. POST 1H. ELECTION OF DIRECTOR: J. THOMAS PRESBY 1I. ELECTION OF DIRECTOR: PAUL H. STEBBINS 1J. ELECTION OF DIRECTOR: MICHAEL SWEENEY

56 Page 56 of 159 / 1K. ELECTION OF DIRECTOR: MARK R. WIDMAR 2. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 4. ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION. 1 Year

57 FIVE PRIME THERAPEUTICS, INC. Page 57 of 159 Security: 33830X104 Ticker: FPRX ISIN: US33830X1046 Agenda Number: Meeting Type: Annual Meeting Date: 10-May-17 / 1A. ELECTION OF DIRECTOR: KAPIL DHINGRA, M.B.B.S. Abstain 1B. ELECTION OF DIRECTOR: MARK D. MCDADE Abstain 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT. 3. TO RECOMMEND, ON AN ADVISORY BASIS, THE FREQUENCY OF THE ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS. 1 Year 4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

58 HCP, INC. Page 58 of 159 Security: 40414L109 Ticker: HCP ISIN: US40414L1098 Agenda Number: Meeting Type: Annual Meeting Date: 27-Apr-17 / 1A. ELECTION OF DIRECTOR: BRIAN G. CARTWRIGHT 1B. ELECTION OF DIRECTOR: CHRISTINE N. GARVEY 1C. ELECTION OF DIRECTOR: DAVID B. HENRY 1D. ELECTION OF DIRECTOR: THOMAS M. HERZOG 1E. ELECTION OF DIRECTOR: JAMES P. HOFFMANN 1F. ELECTION OF DIRECTOR: MICHAEL D. MCKEE 1G. ELECTION OF DIRECTOR: PETER L. RHEIN 1H. ELECTION OF DIRECTOR: JOSEPH P. SULLIVAN 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS HCP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

59 Page 59 of 159 / 3. APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION. 4. APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. 1 Year

60 HESS CORPORATION Page 60 of 159 Security: 42809H107 Ticker: HES ISIN: US42809H1077 Agenda Number: Meeting Type: Annual Meeting Date: 07-Jun-17 / 1A. ELECTION OF DIRECTOR: R.F. CHASE 1B. ELECTION OF DIRECTOR: T.J. CHECKI 1C. ELECTION OF DIRECTOR: L.S. COLEMAN, JR. 1D. ELECTION OF DIRECTOR: J.B. HESS 1E. ELECTION OF DIRECTOR: E.E. HOLIDAY 1F. ELECTION OF DIRECTOR: R. LAVIZZO- MOUREY 1G. ELECTION OF DIRECTOR: M.S. LIPSCHULTZ 1H. ELECTION OF DIRECTOR: D. MCMANUS 1I. ELECTION OF DIRECTOR: K.O. MEYERS 1J. ELECTION OF DIRECTOR: J.H. QUIGLEY

61 Page 61 of 159 / 1K. ELECTION OF DIRECTOR: F.G. REYNOLDS 1L. ELECTION OF DIRECTOR: W.G. SCHRADER 2. ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3. ADVISORY VOTE ON THE FREQUENCY OF VOTING ON EXECUTIVE COMPENSATION. 1 Year 4. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING DECEMBER 31, APPROVAL OF THE 2017 LONG TERM INCENTIVE PLAN. 6. STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, RECOMMENDING A SCENARIO ANALYSIS REPORT REGARDING CARBON ASSET RISK. Shr

62 HEXCEL CORPORATION Page 62 of 159 Security: Ticker: HXL ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 04-May-17 / 1A. ELECTION OF DIRECTOR: NICK L. STANAGE 1B. ELECTION OF DIRECTOR: JOEL S. BECKMAN 1C. ELECTION OF DIRECTOR: LYNN BRUBAKER 1D. ELECTION OF DIRECTOR: JEFFREY C. CAMPBELL 1E. ELECTION OF DIRECTOR: CYNTHIA M. EGNOTOVICH 1F. ELECTION OF DIRECTOR: W. KIM FOSTER 1G. ELECTION OF DIRECTOR: THOMAS A. GENDRON 1H. ELECTION OF DIRECTOR: JEFFREY A. GRAVES 1I. ELECTION OF DIRECTOR: GUY C. HACHEY 1J. ELECTION OF DIRECTOR: DAVID L. PUGH

63 Page 63 of 159 / 2. ADVISORY VOTE TO APPROVE 2016 EXECUTIVE COMPENSATION 3. ADVISORY VOTE ON FREQUENCY OF CONDUCTING AN ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION 1 Year 4. RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

64 HOLOGIC, INC. Page 64 of 159 Security: Ticker: HOLX ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 08-Mar DIRECTOR / 1 CHRISTOPHER J. COUGHLIN Withheld 2 SALLY W. CRAWFORD Withheld 3 SCOTT T. GARRETT Withheld 4 LAWRENCE M. LEVY Withheld 5 STEPHEN P. MACMILLAN Withheld 6 CHRISTIANA STAMOULIS Withheld 7 ELAINE S. ULLIAN Withheld 8 AMY M. WENDELL Withheld 2. A NON-BINDING ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. 3. TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. 1 Year

65 Page 65 of 159 / 4. AMENDMENT TO HOLOGIC'S FIFTH AMENDED AND RESTATED BYLAWS. 5. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2017.

66 INTERFACE, INC. Page 66 of 159 Security: Ticker: TILE ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 16-May DIRECTOR / 1 JOHN P. BURKE Withheld 2 ANDREW B. COGAN Withheld 3 CARL I. GABLE Withheld 4 JAY D. GOULD Withheld 5 DANIEL T. HENDRIX Withheld 6 CHRISTOPHER G. KENNEDY Withheld 7 K. DAVID KOHLER Withheld 8 ERIN A. MATTS Withheld 9 JAMES B. MILLER, JR. Withheld 10 SHERYL D. PALMER Withheld 2. APPROVAL OF EXECUTIVE COMPENSATION.

67 Page 67 of 159 / 3. ADVISORY VOTE ON FREQUENCY OF VOTE ON EXECUTIVE COMPENSATION. 1 Year 4. RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS INDEPENDENT AUDITORS FOR 2017.

68 INTERNATIONAL FLAVORS & FRAGRANCES INC. Page 68 of 159 Security: Ticker: IFF ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 03-May-17 / 1A. ELECTION OF DIRECTOR: MARCELLO V. BOTTOLI 1B. ELECTION OF DIRECTOR: DR. LINDA BUCK 1C. ELECTION OF DIRECTOR: MICHAEL L. DUCKER 1D. ELECTION OF DIRECTOR: DAVID R. EPSTEIN 1E. ELECTION OF DIRECTOR: ROGER W. FERGUSON, JR. 1F. ELECTION OF DIRECTOR: JOHN F. FERRARO 1G. ELECTION OF DIRECTOR: ANDREAS FIBIG 1H. ELECTION OF DIRECTOR: CHRISTINA GOLD 1I. ELECTION OF DIRECTOR: HENRY W. HOWELL, JR. 1J. ELECTION OF DIRECTOR: KATHERINE M. HUDSON

69 Page 69 of 159 / 1K. ELECTION OF DIRECTOR: DALE F. MORRISON 2. RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2017 FISCAL YEAR. 3. APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS IN VOTE, ON AN ADVISORY BASIS, ON THE FREQUENCY OF VOTES ON EXECUTIVE COMPENSATION. 1 Year 5. APPROVE A FRENCH SUB-PLAN UNDER THE 2015 STOCK AWARD AND INCENTIVE PLAN.

70 J.B. HUNT TRANSPORT SERVICES, INC. Page 70 of 159 Security: Ticker: JBHT ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 20-Apr-17 / 1A. ELECTION OF DIRECTOR: DOUGLAS G. DUNCAN 1B. ELECTION OF DIRECTOR: FRANCESCA M. EDWARDSON 1C. ELECTION OF DIRECTOR: WAYNE GARRISON 1D. ELECTION OF DIRECTOR: SHARILYN S. GASAWAY 1E. ELECTION OF DIRECTOR: GARY C. GEORGE 1F. ELECTION OF DIRECTOR: J. BRYAN HUNT, JR. 1G. ELECTION OF DIRECTOR: COLEMAN H. PETERSON 1H. ELECTION OF DIRECTOR: JOHN N. ROBERTS III 1I. ELECTION OF DIRECTOR: JAMES L. ROBO 1J. ELECTION OF DIRECTOR: KIRK THOMPSON

71 Page 71 of 159 / 2. TO APPROVE THE COMPANY'S THIRD AMENDED AND RESTATED MANAGEMENT...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 3. TO APPROVE AN ADVISORY RESOLUTION REGARDING THE COMPANY'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS. 4. FREQUENCY OF ADVISORY RESOLUTION REGARDING THE COMPANY'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS. 1 Year 5. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR CALENDAR YEAR TO APPROVE A STOCKHOLDER PROPOSAL REGARDING REPORTING POLITICAL CONTRIBUTIONS. Shr

72 JOHNSON & JOHNSON Page 72 of 159 Security: Ticker: JNJ ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 27-Apr-17 / 1A. ELECTION OF DIRECTOR: MARY C. BECKERLE 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS 1C. ELECTION OF DIRECTOR: IAN E. L. DAVIS 1D. ELECTION OF DIRECTOR: ALEX GORSKY 1E. ELECTION OF DIRECTOR: MARK B. MCCLELLAN 1F. ELECTION OF DIRECTOR: ANNE M. MULCAHY 1G. ELECTION OF DIRECTOR: WILLIAM D. PEREZ 1H. ELECTION OF DIRECTOR: CHARLES PRINCE 1I. ELECTION OF DIRECTOR: A. EUGENE WASHINGTON 1J. ELECTION OF DIRECTOR: RONALD A. WILLIAMS

73 Page 73 of 159 / 2. ADVISORY VOTE ON FREQUENCY OF VOTING TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 1 Year 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 4. RE-APPROVAL OF THE MATERIAL TERMS OF PERFORMANCE GOALS UNDER THE 2012 LONG-TERM INCENTIVE PLAN 5. RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR SHAREHOLDER PROPOSAL - INDEPENDENT BOARD CHAIRMAN Shr

74 JOHNSON CONTROLS INTERNATIONAL PLC Page 74 of 159 Security: G Ticker: JCI ISIN: IE00BY7QL619 Agenda Number: Meeting Type: Annual Meeting Date: 08-Mar-17 / 1A. ELECTION OF DIRECTOR: DAVID P. ABNEY 1B. ELECTION OF DIRECTOR: NATALIE A. BLACK 1C. ELECTION OF DIRECTOR: MICHAEL E. DANIELS 1D. ELECTION OF DIRECTOR: BRIAN DUPERREAULT 1E. ELECTION OF DIRECTOR: JEFFREY A. JOERRES 1F. ELECTION OF DIRECTOR: ALEX A. MOLINAROLI 1G. ELECTION OF DIRECTOR: GEORGE R. OLIVER 1H. ELECTION OF DIRECTOR: JUAN PABLO DEL VALLE PEROCHENA 1I. ELECTION OF DIRECTOR: JURGEN TINGGREN 1J. ELECTION OF DIRECTOR: MARK VERGNANO

75 Page 75 of 159 / 1K. ELECTION OF DIRECTOR: R. DAVID YOST 2.A TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY. 2.B TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITORS' REMUNERATION. 3. TO AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY OF THE COMPANY TO MAKE MARKET PURCHASES OF COMPANY SHARES. 4. TO DETERMINE THE PRICE RANGE AT WHICH THE COMPANY CAN RE-ALLOT SHARES THAT IT HOLDS AS TREASURY SHARES (SPECIAL RESOLUTION). 5. TO APPROVE, IN A NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 6. TO APPROVE, IN A NON-BINDING ADVISORY VOTE, THE FREQUENCY OF THE NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 1 Year 7. TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE JOHNSON CONTROLS INTERNATIONAL PLC 2012 SHARE AND INCENTIVE PLAN. 8. TO APPROVE THE DIRECTORS' AUTHORITY TO ALLOT SHARES UP TO APPROXIMATELY 33% OF ISSUED SHARE CAPITAL.

76 Page 76 of 159 / 9. TO APPROVE THE WAIVER OF STATUTORY PRE-EMPTION RIGHTS WITH RESPECT TO UP TO 5% OF ISSUED SHARE CAPITAL (SPECIAL RESOLUTION)

77 JOHNSON CONTROLS, INC. Page 77 of 159 Security: Ticker: JCI ISIN: US Agenda Number: Meeting Type: Special Meeting Date: 17-Aug-16 / 1. PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 24, 2016, AS AMENDED, BY AND AMONG JOHNSON CONTROLS, INC., TYCO INTERNATIONAL PLC AND CERTAIN OTHER PARTIES NAMED THEREIN, INCLUDING JAGARA MERGER SUB LLC (THE "MERGER PROPOSAL") 2. PROPOSAL TO APPROVE THE ADJOURNMENT OF THE JOHNSON CONTROLS SPECIAL MEETING TO ANOTHER DATE AND PLACE IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL VOTES IN FAVOR OF THE MERGER PROPOSAL (THE "ADJOURNMENT PROPOSAL") 3. PROPOSAL TO APPROVE, ON A NON- BINDING, ADVISORY BASIS, THE COMPENSATION THAT MAY BECOME PAYABLE TO JOHNSON CONTROLS' NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER (THE "ADVISORY COMPENSATION PROPOSAL")

78 KEYCORP Page 78 of 159 Security: Ticker: KEY ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 18-May-17 / 1A. ELECTION OF DIRECTOR: AUSTIN A. ADAMS 1B. ELECTION OF DIRECTOR: BRUCE D. BROUSSARD 1C. ELECTION OF DIRECTOR: CHARLES P. COOLEY 1D. ELECTION OF DIRECTOR: GARY M. CROSBY 1E. ELECTION OF DIRECTOR: ALEXANDER M. CUTLER 1F. ELECTION OF DIRECTOR: H. JAMES DALLAS 1G. ELECTION OF DIRECTOR: ELIZABETH R. GILE 1H. ELECTION OF DIRECTOR: RUTH ANN M. GILLIS 1I. ELECTION OF DIRECTOR: WILLIAM G. GISEL, JR. 1J. ELECTION OF DIRECTOR: CARLTON L. HIGHSMITH

79 Page 79 of 159 / 1K. ELECTION OF DIRECTOR: RICHARD J. HIPPLE 1L. ELECTION OF DIRECTOR: KRISTEN L. MANOS 1M. ELECTION OF DIRECTOR: BETH E. MOONEY 1N. ELECTION OF DIRECTOR: DEMOS PARNEROS 1O. ELECTION OF DIRECTOR: BARBARA R. SNYDER 1P. ELECTION OF DIRECTOR: DAVID K. WILSON 2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR. 3. ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. 4. ADVISORY VOTE ON THE FREQUENCY OF THE SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION. 1 Year 5. SHAREHOLDER PROPOSAL SEEKING AN INDEPENDENT BOARD CHAIRMAN. Shr

80 LOGMEIN, INC Page 80 of 159 Security: 54142L109 Ticker: LOGM ISIN: US54142L1098 Agenda Number: Meeting Type: Annual Meeting Date: 01-Jun-17 / 1.1 ELECTION OF CLASS II DIRECTOR: DAVID J. HENSHALL Abstain 1.2 ELECTION OF CLASS II DIRECTOR: PETER J. SACRIPANTI Abstain 1.3 ELECTION OF CLASS II DIRECTOR: WILLIAM R. WAGNER Abstain 2. RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, ADVISORY VOTE FOR THE APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. 4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES. 1 Year

81 MARATHON PETROLEUM CORPORATION Page 81 of 159 Security: 56585A102 Ticker: MPC ISIN: US56585A1025 Agenda Number: Meeting Type: Annual Meeting Date: 26-Apr-17 / 1A. ELECTION OF CLASS III DIRECTOR: STEVEN A. DAVIS 1B. ELECTION OF CLASS III DIRECTOR: GARY R. HEMINGER 1C. ELECTION OF CLASS III DIRECTOR: J. MICHAEL STICE 1D. ELECTION OF CLASS III DIRECTOR: JOHN P. SURMA 2. RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR ADVISORY APPROVAL OF THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. 4. APPROVAL OF 162(M)-RELATED PROVISIONS OF THE AMENDED AND RESTATED MARATHON PETROLEUM CORPORATION 2012 INCENTIVE COMPENSATION PLAN. 5. SHAREHOLDER PROPOSAL SEEKING VARIOUS DISCLOSURES RESPECTING ENVIRONMENTAL AND HUMAN RIGHTS DUE DILIGENCE. Shr

82 Page 82 of 159 / 6. SHAREHOLDER PROPOSAL SEEKING CLIMATE-RELATED TWO-DEGREE TRANSITION PLAN. Shr 7. SHAREHOLDER PROPOSAL SEEKING SIMPLE MAJORITY VOTE PROVISIONS. Shr

83 MAXIM INTEGRATED PRODUCTS, INC. Page 83 of 159 Security: 57772K101 Ticker: MXIM ISIN: US57772K1016 Agenda Number: Meeting Type: Annual Meeting Date: 09-Nov DIRECTOR / 1 WILLIAM P. SULLIVAN 2 TUNC DOLUCA 3 TRACY C. ACCARDI 4 JAMES R. BERGMAN 5 JOSEPH R. BRONSON 6 ROBERT E. GRADY 7 WILLIAM D. WATKINS 8 MARYANN WRIGHT 2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS MAXIM INTEGRATED'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 24, 2017.

84 Page 84 of 159 / 3. TO RATIFY AND APPROVE AN AMENDMENT TO MAXIM INTEGRATED'S 2008 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER BY 1,500,000 SHARES. 4. TO RATIFY AND APPROVE AN AMENDMENT TO MAXIM INTEGRATED'S 1996 STOCK INCENTIVE PLAN TO PROVIDE A MAXIMUM ANNUAL LIMIT ON NON-EMPLOYEE DIRECTOR COMPENSATION FOR CASH AND EQUITY. 5. TO RATIFY AND APPROVE AN AMENDMENT TO MAXIM INTEGRATED'S BYLAWS TO DESIGNATE DELAWARE AS THE EXCLUSIVE FORUM FOR THE ADJUDICATION OF CERTAIN LEGAL DISPUTES. 6. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

85 MEDTRONIC PLC Page 85 of 159 Security: G5960L103 Ticker: MDT ISIN: IE00BTN1Y115 Agenda Number: Meeting Type: Annual Meeting Date: 09-Dec-16 / 1A. ELECTION OF DIRECTOR: RICHARD H. ANDERSON 1B. ELECTION OF DIRECTOR: CRAIG ARNOLD 1C. ELECTION OF DIRECTOR: SCOTT C. DONNELLY 1D. ELECTION OF DIRECTOR: RANDALL HOGAN III 1E. ELECTION OF DIRECTOR: OMAR ISHRAK 1F. ELECTION OF DIRECTOR: SHIRLEY A. JACKSON, PH.D. 1G. ELECTION OF DIRECTOR: MICHAEL O. LEAVITT 1H. ELECTION OF DIRECTOR: JAMES T. LENEHAN 1I. ELECTION OF DIRECTOR: ELIZABETH NABEL, M.D. 1J. ELECTION OF DIRECTOR: DENISE M. O'LEARY

86 Page 86 of 159 / 1K. ELECTION OF DIRECTOR: KENDALL J. POWELL 1L. ELECTION OF DIRECTOR: ROBERT C. POZEN 1M. ELECTION OF DIRECTOR: PREETHA REDDY 2. TO RATIFY THE RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS MEDTRONIC'S INDEPENDENT AUDITOR FOR FISCAL YEAR 2017 AND AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO SET ITS REMUNERATION. 3. TO APPROVE IN A NON-BINDING ADVISORY VOTE, NAMED EXECUTIVE OFFICER COMPENSATION (A "SAY-ON- PAY" VOTE). 4. TO APPROVE AMENDMENTS TO MEDTRONIC'S ARTICLES OF ASSOCIATION TO IMPLEMENT "PROXY ACCESS". 5A. TO APPROVE AMENDMENTS TO MEDTRONIC'S: ARTICLES OF ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE CHANGES. 5B. TO APPROVE AMENDMENTS TO MEDTRONIC'S: MEMORANDUM OF ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE CHANGES.

87 Page 87 of 159 / 6. TO APPROVE AMENDMENTS TO MEDTRONIC'S ARTICLES OF ASSOCIATION TO CLARIFY THE BOARD'S SOLE AUTHORITY TO DETERMINE ITS SIZE WITHIN THE FIXED LIMITS IN THE ARTICLES OF ASSOCIATION.

88 MERCK & CO., INC. Page 88 of 159 Security: 58933Y105 Ticker: MRK ISIN: US58933Y1055 Agenda Number: Meeting Type: Annual Meeting Date: 23-May-17 / 1A. ELECTION OF DIRECTOR: LESLIE A. BRUN 1B. ELECTION OF DIRECTOR: THOMAS R. CECH 1C. ELECTION OF DIRECTOR: PAMELA J. CRAIG 1D. ELECTION OF DIRECTOR: KENNETH C. FRAZIER 1E. ELECTION OF DIRECTOR: THOMAS H. GLOCER 1F. ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS 1G. ELECTION OF DIRECTOR: JOHN H. NOSEWORTHY 1H. ELECTION OF DIRECTOR: CARLOS E. REPRESAS 1I. ELECTION OF DIRECTOR: PAUL B. ROTHMAN 1J. ELECTION OF DIRECTOR: PATRICIA F. RUSSO

89 Page 89 of 159 / 1K. ELECTION OF DIRECTOR: CRAIG B. THOMPSON 1L. ELECTION OF DIRECTOR: WENDELL P. WEEKS 1M. ELECTION OF DIRECTOR: PETER C. WENDELL 2. NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3. NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 Year 4. RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR SHAREHOLDER PROPOSAL REQUESTING AN INDEPENDENT BOARD CHAIRMAN. Shr 6. SHAREHOLDER PROPOSAL REQUESTING IMPLEMENTATION OF A SET OF EMPLOYEE PRACTICES IN ISRAEL/PALESTINE. Shr Abstain 7. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON CONDUCTING BUSINESS IN CONFLICT-AFFECTED AREAS. Shr 8. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON BOARD OVERSIGHT OF PRODUCT SAFETY AND QUALITY. Shr

90 MICROSOFT CORPORATION Page 90 of 159 Security: Ticker: MSFT ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 30-Nov-16 / 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES III 1B. ELECTION OF DIRECTOR: TERI L. LIST- STOLL 1C. ELECTION OF DIRECTOR: G. MASON MORFIT 1D. ELECTION OF DIRECTOR: SATYA NADELLA 1E. ELECTION OF DIRECTOR: CHARLES H. NOSKI 1F. ELECTION OF DIRECTOR: HELMUT PANKE 1G. ELECTION OF DIRECTOR: SANDRA E. PETERSON 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF 1I. ELECTION OF DIRECTOR: JOHN W. STANTON 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON

91 Page 91 of 159 / 1K. ELECTION OF DIRECTOR: PADMASREE WARRIOR 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 3. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR APPROVAL OF AMENDMENT TO OUR AMENDED AND RESTATED ARTICLES OF INCORPORATION 5. APPROVAL OF FRENCH SUB PLAN UNDER THE 2001 STOCK PLAN 6. SHAREHOLDER PROPOSAL - REQUESTING CERTAIN PROXY ACCESS BYLAW AMENDMENTS Shr

92 NATIONAL GRID PLC Page 92 of 159 Security: Ticker: NGG ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 19-May-17 / 1. TO APPROVE THE CONSOLIDATION OF SHARES 2. TO AUTHORISE THE DIRECTORS TO ALLOT NEW ORDINARY SHARES 3. TO DISAPPLY PRE-EMPTION RIGHTS 4. TO DISAPPLY PRE-EMPTION RIGHTS FOR ACQUISITIONS 5. TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN NEW ORDINARY SHARES