Investment Company Report

Transcription

1 A.O. SMITH CORPORATION Page 1 of 162 Security: Ticker: AOS ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 13-Apr DIRECTOR / 1 GLOSTER B. CURRENT, JR. Withheld 2 WILLIAM P. GREUBEL Withheld 3 IDELLE K. WOLF Withheld 4 GENE C. WULF Withheld 2. PROPOSAL TO APPROVE, BY NONBINDING ADVISORY VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 3. PROPOSAL TO RECOMMEND, BY NONBINDING ADVISORY VOTE, THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 1 Year 4. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE CORPORATION 5. PROPOSAL TO APPROVE PERFORMANCE GOALS AND RELATED MATTERS UNDER THE A.O. SMITH COMBINED INCENTIVE COMPENSATION PLAN

2 ACUITY BRANDS, INC. Page 2 of 162 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

3 ADOBE SYSTEMS INCORPORATED Page 3 of 162 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

4 Page 4 of 162 / 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

5 AFLAC INCORPORATED Page 5 of 162 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

6 Page 6 of 162 / 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

7 Page 7 of 162 / 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")

8 ALPHABET INC Page 8 of 162 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

9 Page 9 of 162 / 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

10 Page 10 of 162 / 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 12. A STOCKHOLDER PROPOSAL REGARDING A REPORT ON "FAKE NEWS," IF PROPERLY PRESENTED AT THE MEETING. Shr

11 AMERICAN WATER WORKS COMPANY, INC. Page 11 of 162 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.

12 Page 12 of 162 / 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.

13 ANALOG DEVICES, INC. Page 13 of 162 Security: Ticker: ADI ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 08-Mar-17 / 1A. ELECTION OF DIRECTOR: RAY STATA 1B. ELECTION OF DIRECTOR: VINCENT ROCHE 1C. ELECTION OF DIRECTOR: JAMES A. CHAMPY 1D. ELECTION OF DIRECTOR: BRUCE R. EVANS 1E. ELECTION OF DIRECTOR: EDWARD H. FRANK 1F. ELECTION OF DIRECTOR: MARK M. LITTLE 1G. ELECTION OF DIRECTOR: NEIL NOVICH 1H. ELECTION OF DIRECTOR: KENTON J. SICCHITANO 1I. ELECTION OF DIRECTOR: LISA T. SU

14 Page 14 of 162 / 2. TO APPROVE, BY NON-BINDING "SAY-ON- PAY" VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS, EXECUTIVE COMPENSATION TABLES AND ACCOMPANYING NARRATIVE DISCLOSURES IN OUR PROXY STATEMENT. 3. TO VOTE ON A NON-BINDING PROPOSAL REGARDING THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (EVERY 1 YEAR, 2 YEARS OR 3 YEARS). 1 Year 4. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2017 FISCAL YEAR.

15 ANSYS, INC. Page 15 of 162 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.

16 ARM HOLDINGS PLC Page 16 of 162 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.

17 ASML HOLDINGS N.V. Page 17 of 162 Security: N Ticker: ASML ISIN: USN Agenda Number: Meeting Type: Annual Meeting Date: 26-Apr-17 / 4 PROPOSAL TO ADOPT THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR 2016, AS PREPARED IN ACCORDANCE WITH DUTCH LAW 5 PROPOSAL TO DISCHARGE THE MEMBERS OF THE BOARD OF MANAGEMENT FROM LIABILITY FOR THEIR RESPONSIBILITIES IN THE FINANCIAL YEAR PROPOSAL TO DISCHARGE THE MEMBERS OF THE SUPERVISORY BOARD FROM LIABILITY FOR THEIR RESPONSIBILITIES IN THE FINANCIAL YEAR PROPOSAL TO ADOPT A DIVIDEND OF EUR 1.20 PER ORDINARY SHARE 9 PROPOSAL TO ADOPT THE REVISED REMUNERATION POLICY FOR THE BOARD OF MANAGEMENT 10 PROPOSAL TO APPROVE THE NUMBER OF SHARES FOR THE BOARD OF MANAGEMENT 11 PROPOSAL TO APPROVE THE NUMBER OF STOCK OPTIONS AND/OR SHARES FOR EMPLOYEES

18 Page 18 of 162 / 13A PROPOSAL TO REAPPOINT MS. P.F.M. (PAULINE) VAN DER MEER MOHR AS MEMBER OF THE SUPERVISORY BOARD 13B PROPOSAL TO REAPPOINT MS. C.M.S. (CARLA) SMITS-NUSTELING AS MEMBER OF THE SUPERVISORY BOARD 13C PROPOSAL TO REAPPOINT MR. D.A. (DOUG) GROSE AS MEMBER OF THE SUPERVISORY BOARD 13D PROPOSAL TO REAPPOINT MR. W.H. (WOLFGANG) ZIEBART AS MEMBER OF THE SUPERVISORY BOARD 14 PROPOSAL TO ADJUST THE REMUNERATION OF THE SUPERVISORY BOARD 15 PROPOSAL TO APPOINT KPMG ACCOUNTANTS N.V. AS EXTERNAL AUDITOR FOR THE REPORTING YEAR A AUTHORIZATION TO ISSUE ORDINARY SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES (5%) 16B AUTHORIZATION TO RESTRICT OR EXCLUDE PRE-EMPTION RIGHTS 16C AUTHORIZATION TO ISSUE SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES IN CONNECTION WITH OR ON THE OCCASION OF MERGERS, ACQUISITIONS AND/OR (STRATEGIC) ALLIANCES (5%)

19 Page 19 of 162 / 16D AUTHORIZATION TO RESTRICT OR EXCLUDE PRE-EMPTION RIGHTS 17A PROPOSALS TO AUTHORIZE THE BOARD OF MANAGEMENT TO ACQUIRE ORDINARY SHARES: AUTHORIZATION TO REPURCHASE ORDINARY SHARES UP TO 10% OF THE ISSUED SHARE CAPITAL 17B PROPOSALS TO AUTHORIZE THE BOARD OF MANAGEMENT TO ACQUIRE ORDINARY SHARES: AUTHORIZATION TO REPURCHASE ADDITIONAL ORDINARY SHARES UP TO 10% OF THE ISSUED SHARE CAPITAL 18 PROPOSAL TO CANCEL ORDINARY SHARES

20 AUTODESK, INC. Page 20 of 162 Security: Ticker: ADSK ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 14-Jun-17 / 1A. ELECTION OF DIRECTOR: CARL BASS 1B. ELECTION OF DIRECTOR: CRAWFORD W. BEVERIDGE 1C. ELECTION OF DIRECTOR: JEFF CLARKE 1D. ELECTION OF DIRECTOR: SCOTT FERGUSON 1E. ELECTION OF DIRECTOR: THOMAS GEORGENS 1F. ELECTION OF DIRECTOR: RICK HILL 1G. ELECTION OF DIRECTOR: MARY T. MCDOWELL 1H. ELECTION OF DIRECTOR: LORRIE M. NORRINGTON 1I. ELECTION OF DIRECTOR: BETSY RAFAEL 1J. ELECTION OF DIRECTOR: STACY J. SMITH

21 Page 21 of 162 / 2. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS AUTODESK, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, APPROVE, ON AN ADVISORY (NON- BINDING) BASIS, THE COMPENSATION OF AUTODESK, INC.'S NAMED EXECUTIVE OFFICERS. 4. APPROVE THE FREQUENCY WITH WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY (NON-BINDING) VOTE ON THE COMPENSATION OF AUTODESK, INC.'S NAMED EXECUTIVE OFFICERS. 1 Year 5. APPROVE THE AMENDMENT AND RESTATEMENT OF THE AUTODESK, INC EMPLOYEE QUALIFIED STOCK PURCHASE PLAN. 6. APPROVE THE AMENDMENT AND RESTATEMENT OF THE AUTODESK, INC EMPLOYEE STOCK PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE PLAN BY 12.2 MILLION SHARES AND RE- APPROVE PERFORMANCE GOALS.

22 AVALONBAY COMMUNITIES, INC. Page 22 of 162 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

23 Page 23 of 162 / 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

24 BALL CORPORATION Page 24 of 162 Security: Ticker: BLL ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 26-Apr DIRECTOR / 1 JOHN A. HAYES 2 GEORGE M. SMART 3 THEODORE M. SOLSO 4 STUART A. TAYLOR II 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CORPORATION FOR TO APPROVE THE AMENDED AND RESTATED 2013 STOCK AND CASH INCENTIVE PLAN. 4. TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS. 5. TO APPROVE, BY NON-BINDING VOTE, THE FREQUENCY OF THE NON- BINDING SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, EVERY ONE, TWO OR THREE YEARS AS INDICATED. 1 Year

25 BIOGEN INC. Page 25 of 162 Security: 09062X103 Ticker: BIIB ISIN: US09062X1037 Agenda Number: Meeting Type: Annual Meeting Date: 07-Jun-17 / 1A. ELECTION OF DIRECTOR: ALEXANDER J. DENNER 1B. ELECTION OF DIRECTOR: CAROLINE D. DORSA 1C. ELECTION OF DIRECTOR: NANCY L. LEAMING 1D. ELECTION OF DIRECTOR: RICHARD C. MULLIGAN 1E. ELECTION OF DIRECTOR: ROBERT W. PANGIA 1F. ELECTION OF DIRECTOR: STELIOS PAPADOPOULOS 1G. ELECTION OF DIRECTOR: BRIAN S. POSNER 1H. ELECTION OF DIRECTOR: ERIC K. ROWINSKY 1I. ELECTION OF DIRECTOR: LYNN SCHENK 1J. ELECTION OF DIRECTOR: STEPHEN A. SHERWIN

26 Page 26 of 162 / 1K. ELECTION OF DIRECTOR: MICHEL VOUNATSOS 2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS BIOGEN INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, SAY ON PAY - TO APPROVE AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. 4. SAY WHEN ON PAY - TO APPROVE AN ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION. 1 Year 5. TO APPROVE THE BIOGEN INC OMNIBUS EQUITY PLAN.

27 BORGWARNER INC. Page 27 of 162 Security: Ticker: BWA ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 26-Apr-17 / 1A. ELECTION OF DIRECTOR: JAN CARLSON 1B. ELECTION OF DIRECTOR: DENNIS C. CUNEO 1C. ELECTION OF DIRECTOR: MICHAEL S. HANLEY 1D. ELECTION OF DIRECTOR: ROGER A. KRONE 1E. ELECTION OF DIRECTOR: JOHN R. MCKERNAN, JR. 1F. ELECTION OF DIRECTOR: ALEXIS P. MICHAS 1G. ELECTION OF DIRECTOR: VICKI L. SATO 1H. ELECTION OF DIRECTOR: RICHARD O. SCHAUM 1I. ELECTION OF DIRECTOR: THOMAS T. STALLKAMP 1J. ELECTION OF DIRECTOR: JAMES R. VERRIER

28 Page 28 of 162 / 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

29 BT GROUP PLC Page 29 of 162 Security: 05577E101 Ticker: BT ISIN: US05577E1010 Agenda Number: Meeting Type: Annual Meeting Date: 13-Jul-16 / 1. REPORT AND ACCOUNTS 2. ANNUAL REMUNERATION REPORT 3. FINAL DIVIDEND 4. RE-ELECT SIR MICHAEL RAKE 5. RE-ELECT GAVIN PATTERSON 6. RE-ELECT TONY BALL 7. RE-ELECT IAIN CONN 8. RE-ELECT ISABEL HUDSON 9. RE-ELECT KAREN RICHARDSON 10. RE-ELECT NICK ROSE 11. RE-ELECT JASMINE WHITBREAD

30 Page 30 of 162 / 12. ELECT MIKE INGLIS 13. ELECT TIM HOTTGES 14. ELECT SIMON LOWTH 15. AUDITORS' RE-APPOINTMENT 16. AUDITORS' REMUNERATION 17. AUTHORITY TO ALLOT SHARES 18. AUTHORITY TO ALLOT SHARES FOR CASH (SPECIAL RESOLUTION) 19. AUTHORITY TO PURCHASE OWN SHARES (SPECIAL RESOLUTION) DAYS' NOTICE OF MEETING (SPECIAL RESOLUTION) 21. POLITICAL DONATIONS

31 CELGENE CORPORATION Page 31 of 162 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

32 Page 32 of 162 / 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

33 CERNER CORPORATION Page 33 of 162 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

34 CHUBB LIMITED Page 34 of 162 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

35 Page 35 of 162 / 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.

36 Page 36 of 162 / 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

37 Page 37 of 162 / 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.

38 CHURCH & DWIGHT CO., INC. Page 38 of 162 Security: Ticker: CHD ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 04-May-17 / 1A. ELECTION OF DIRECTOR: JAMES R. CRAIGIE 1B. ELECTION OF DIRECTOR: ROBERT D. LEBLANC 1C. ELECTION OF DIRECTOR: JANET S. VERGIS 2. ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3. AN ADVISORY VOTE TO DETERMINE THE FREQUENCY OF THE ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 Year 4. APPROVAL OF OUR SECOND AMENDED AND RESTATED ANNUAL INCENTIVE PLAN. 5. PROPOSAL TO AMEND OUR RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 300,000,000 TO 600,000,000 SHARES. 6. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017.

39 CIGNA CORPORATION Page 39 of 162 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

40 Page 40 of 162 / 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

41 CISCO SYSTEMS, INC. Page 41 of 162 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

42 Page 42 of 162 / 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 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

43 COSTCO WHOLESALE CORPORATION Page 43 of 162 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

44 CVS HEALTH CORPORATION Page 44 of 162 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

45 Page 45 of 162 / 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

46 EAST WEST BANCORP, INC. Page 46 of 162 Security: 27579R104 Ticker: EWBC ISIN: US27579R1041 Agenda Number: Meeting Type: Annual Meeting Date: 23-May DIRECTOR / 1 MOLLY CAMPBELL Withheld 2 IRIS S. CHAN Withheld 3 RUDOLPH I. ESTRADA Withheld 4 PAUL H. IRVING Withheld 5 HERMAN Y. LI Withheld 6 JACK C. LIU Withheld 7 DOMINIC NG Withheld 8 KEITH W. RENKEN Withheld 9 LESTER M. SUSSMAN Withheld 2. AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

47 Page 47 of 162 / 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.

48 EDWARDS LIFESCIENCES CORPORATION Page 48 of 162 Security: 28176E108 Ticker: EW ISIN: US28176E1082 Agenda Number: Meeting Type: Annual Meeting Date: 11-May-17 / 1A. ELECTION OF DIRECTOR: MICHAEL A. MUSSALLEM 1B. ELECTION OF DIRECTOR: KIERAN T. GALLAHUE 1C. ELECTION OF DIRECTOR: LESLIE S. HEISZ 1D. ELECTION OF DIRECTOR: WILLIAM J. LINK, PH.D. 1E. ELECTION OF DIRECTOR: STEVEN R. LORANGER 1F. ELECTION OF DIRECTOR: MARTHA H. MARSH 1G. ELECTION OF DIRECTOR: WESLEY W. VON SCHACK 1H. ELECTION OF DIRECTOR: NICHOLAS J. VALERIANI 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION EVERY ONE, TWO OR THREE YEARS 1 Year

49 Page 49 of 162 / 3. ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS 4. AMENDMENT AND RESTATEMENT OF THE LONG-TERM STOCK INCENTIVE COMPENSATION PROGRAM 5. AMENDMENT AND RESTATEMENT OF THE U.S. EMPLOYEE STOCK PURCHASE PLAN 6. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

50 F5 NETWORKS, INC. Page 50 of 162 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

51 Page 51 of 162 / 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

52 FEDERAL REALTY INVESTMENT TRUST Page 52 of 162 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.

53 Page 53 of 162 / 4. TO HOLD AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 Year

54 FIFTH THIRD BANCORP Page 54 of 162 Security: Ticker: FITB ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 18-Apr-17 / 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS 1B. ELECTION OF DIRECTOR: B. EVAN BAYH III 1C. ELECTION OF DIRECTOR: JORGE L. BENITEZ 1D. ELECTION OF DIRECTOR: KATHERINE B. BLACKBURN 1E. ELECTION OF DIRECTOR: JERRY W. BURRIS 1F. ELECTION OF DIRECTOR: EMERSON L. BRUMBACK 1G. ELECTION OF DIRECTOR: GREG D. CARMICHAEL 1H. ELECTION OF DIRECTOR: GARY R. HEMINGER 1I. ELECTION OF DIRECTOR: JEWELL D. HOOVER 1J. ELECTION OF DIRECTOR: EILEEN A. MALLESCH

55 Page 55 of 162 / 1K. ELECTION OF DIRECTOR: MICHAEL B. MCCALLISTER 1L. ELECTION OF DIRECTOR: MARSHA C. WILLIAMS 2. APPROVAL OF THE APPOINTMENT OF THE FIRM OF DELOITTE & TOUCHE LLP TO SERVE AS THE INDEPENDENT EXTERNAL AUDIT FIRM FOR THE COMPANY FOR THE YEAR AN ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. 4. AN ADVISORY VOTE TO DETERMINE WHETHER THE SHAREHOLDER VOTE ON THE COMPENSATION OF THE COMPANY'S EXECUTIVES WILL OCCUR EVERY 1, 2, OR 3 YEARS. 1 Year 5. APPROVAL OF THE FIFTH THIRD BANCORP 2017 INCENTIVE COMPENSATION PLAN, INCLUDING THE ISSUANCE OF SHARES AUTHORIZED THEREUNDER.

56 FIRST REPUBLIC BANK Page 56 of 162 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

57 Page 57 of 162 / 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

58 FIRST SOLAR, INC. Page 58 of 162 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

59 Page 59 of 162 / 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

60 FOREST CITY REALTY TRUST, INC. Page 60 of 162 Security: Ticker: FCEA ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 09-Jun DIRECTOR / 1 ARTHUR F. ANTON Withheld 2 KENNETH J. BACON Withheld 3 SCOTT S. COWEN Withheld 4 MICHAEL P. ESPOSITO, JR Withheld 2. THE APPROVAL (ON AN ADVISORY, NON- BINDING BASIS) OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. THE VOTE (ON AN ADVISORY, NON- BINDING BASIS) ON THE FREQUENCY OF WHICH THE STOCKHOLDERS WILL HAVE AN ADVISORY, NON-BINDING VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 1 Year 4. THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

61 Page 61 of 162 / 5. THE PROPOSAL TO AMEND AND RESTATE THE COMPANY'S CHARTER IN SUBSTANTIALLY THE FORM ATTACHED TO THE PROXY STATEMENT/ PROSPECTUS AS ANNEX A, WHICH AMENDMENT AND RESTATEMENT WOULD EFFECTUATE THE RECLASSIFICATION (AS DEFINED IN THE PROXY STATEMENT/PROSPECTUS). 6. THE PROPOSAL TO ADJOURN THE ANNUAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO APPROVE THE RECLASSIFICATION PROPOSAL AT THE TIME OF THE ANNUAL MEETING.

62 GENERAL MILLS, INC. Page 62 of 162 Security: Ticker: GIS ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 27-Sep-16 / 1A) ELECTION OF DIRECTOR: BRADBURY H. ANDERSON 1B) ELECTION OF DIRECTOR: R. KERRY CLARK 1C) ELECTION OF DIRECTOR: DAVID M. CORDANI 1D) ELECTION OF DIRECTOR: ROGER W. FERGUSON JR. 1E) ELECTION OF DIRECTOR: HENRIETTA H. FORE 1F) ELECTION OF DIRECTOR: MARIA G. HENRY 1G) ELECTION OF DIRECTOR: HEIDI G. MILLER 1H) ELECTION OF DIRECTOR: STEVE ODLAND 1I) ELECTION OF DIRECTOR: KENDALL J. POWELL 1J) ELECTION OF DIRECTOR: ROBERT L. RYAN

63 Page 63 of 162 / 1K) ELECTION OF DIRECTOR: ERIC D. SPRUNK 1L) ELECTION OF DIRECTOR: DOROTHY A. TERRELL 1M) ELECTION OF DIRECTOR: JORGE A. URIBE 2. ADOPT THE 2016 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS. 3. CAST AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. 4. RATIFY THE APPOINTMENT OF KPMG LLP AS GENERAL MILLS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

64 HANNON ARMSTRONG SUSTAINABLE INFRA CAPTL Page 64 of 162 Security: 41068X100 Ticker: HASI ISIN: US41068X1000 Agenda Number: Meeting Type: Annual Meeting Date: 01-Jun DIRECTOR / 1 JEFFREY W. ECKEL 2 REBECCA A. BLALOCK 3 TERESA M. BRENNER 4 MARK J. CIRILLI 5 CHARLES M. O'NEIL 6 RICHARD J. OSBORNE 7 STEVEN G. OSGOOD 2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

65 Page 65 of 162 / 3. THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS, THE COMPENSATION TABLES AND OTHER NARRATIVE DISCLOSURE IN THIS PROXY STATEMENT. 4. THE FREQUENCY IN YEARS WITH WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON EXECUTIVE COMPENSATION, PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC. 1 Year

66 HCP, INC. Page 66 of 162 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.

67 Page 67 of 162 / 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

68 HEXCEL CORPORATION Page 68 of 162 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

69 Page 69 of 162 / 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

70 HOLOGIC, INC. Page 70 of 162 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

71 Page 71 of 162 / 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.

72 ILLINOIS TOOL WORKS INC. Page 72 of 162 Security: Ticker: ITW ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 05-May-17 / 1A. ELECTION OF DIRECTOR: DANIEL J. BRUTTO 1B. ELECTION OF DIRECTOR: SUSAN CROWN 1C. ELECTION OF DIRECTOR: JAMES W. GRIFFITH 1D. ELECTION OF DIRECTOR: JAY L. HENDERSON 1E. ELECTION OF DIRECTOR: RICHARD H. LENNY 1F. ELECTION OF DIRECTOR: E. SCOTT SANTI 1G. ELECTION OF DIRECTOR: JAMES A. SKINNER 1H. ELECTION OF DIRECTOR: DAVID B. SMITH, JR. 1I. ELECTION OF DIRECTOR: PAMELA B. STROBEL 1J. ELECTION OF DIRECTOR: KEVIN M. WARREN

73 Page 73 of 162 / 1K. ELECTION OF DIRECTOR: ANRE D. WILLIAMS 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS ITW'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ADVISORY VOTE TO APPROVE COMPENSATION OF ITW'S NAMED EXECUTIVE OFFICERS. 4. ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS. 1 Year 5. A NON-BINDING STOCKHOLDER PROPOSAL, IF PRESENTED AT THE MEETING, TO PERMIT STOCKHOLDERS TO ACT BY WRITTEN CONSENT. Shr

74 INTERNATIONAL FLAVORS & FRAGRANCES INC. Page 74 of 162 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

75 Page 75 of 162 / 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.

76 J.B. HUNT TRANSPORT SERVICES, INC. Page 76 of 162 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

77 Page 77 of 162 / 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

78 JOHNSON CONTROLS INTERNATIONAL PLC Page 78 of 162 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

79 Page 79 of 162 / 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.

80 Page 80 of 162 / 9. TO APPROVE THE WAIVER OF STATUTORY PRE-EMPTION RIGHTS WITH RESPECT TO UP TO 5% OF ISSUED SHARE CAPITAL (SPECIAL RESOLUTION)

81 JOHNSON CONTROLS, INC. Page 81 of 162 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")

82 KEYCORP Page 82 of 162 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

83 Page 83 of 162 / 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

84 LINCOLN NATIONAL CORPORATION Page 84 of 162 Security: Ticker: LNC ISIN: US Agenda Number: Meeting Type: Annual Meeting Date: 26-May-17 / 1A. ELECTION OF DIRECTOR: DEIRDRE P. CONNELLY 1B. ELECTION OF DIRECTOR: WILLIAM H. CUNNINGHAM 1C. ELECTION OF DIRECTOR: DENNIS R. GLASS 1D. ELECTION OF DIRECTOR: GEORGE W. HENDERSON, III 1E. ELECTION OF DIRECTOR: ERIC G. JOHNSON 1F. ELECTION OF DIRECTOR: GARY C. KELLY 1G. ELECTION OF DIRECTOR: M. LEANNE LACHMAN 1H. ELECTION OF DIRECTOR: MICHAEL F. MEE 1I. ELECTION OF DIRECTOR: PATRICK S. PITTARD 1J. ELECTION OF DIRECTOR: ISAIAH TIDWELL

85 Page 85 of 162 / 2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE APPROVAL OF AN ADVISORY RESOLUTION ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. RESPOND TO AN ADVISORY PROPOSAL REGARDING THE FREQUENCY (EVERY ONE, TWO OR THREE YEARS) OF FUTURE ADVISORY RESOLUTIONS ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 1 Year 5A. THE APPROVAL OF AMENDMENTS TO OUR RESTATED ARTICLES OF INCORPORATION TO REMOVE THE SUPERMAJORITY VOTE STANDARDS APPLICABLE TO CERTAIN PROVISIONS: THE VOTING RIGHTS OF PREFERRED STOCK, PROHIBITIONS REGARDING SHARES OF STOCK IN OUR SUBSIDIARY AND FUTURE AMENDMENTS TO THE AMENDED AND RESTATED BYLAWS. 5B. THE APPROVAL OF AMENDMENTS TO OUR RESTATED ARTICLES OF INCORPORATION TO REMOVE THE SUPERMAJORITY VOTE STANDARDS APPLICABLE TO CERTAIN PROVISIONS: THE REMOVAL OF DIRECTORS. 5C. THE APPROVAL OF AMENDMENTS TO OUR RESTATED ARTICLES OF INCORPORATION TO REMOVE THE SUPERMAJORITY VOTE STANDARDS APPLICABLE TO CERTAIN PROVISIONS: CERTAIN BUSINESS COMBINATIONS.

86 MASTERCARD INCORPORATED Page 86 of 162 Security: 57636Q104 Ticker: MA ISIN: US57636Q1040 Agenda Number: Meeting Type: Annual Meeting Date: 27-Jun-17 / 1A. ELECTION OF DIRECTOR: RICHARD HAYTHORNTHWAITE 1B. ELECTION OF DIRECTOR: AJAY BANGA 1C. ELECTION OF DIRECTOR: SILVIO BARZI 1D. ELECTION OF DIRECTOR: DAVID R. CARLUCCI 1E. ELECTION OF DIRECTOR: STEVEN J. FREIBERG 1F. ELECTION OF DIRECTOR: JULIUS GENACHOWSKI 1G. ELECTION OF DIRECTOR: MERIT E. JANOW 1H. ELECTION OF DIRECTOR: NANCY J. KARCH 1I. ELECTION OF DIRECTOR: OKI MATSUMOTO 1J. ELECTION OF DIRECTOR: RIMA QURESHI

87 Page 87 of 162 / 1K. ELECTION OF DIRECTOR: JOSE OCTAVIO REYES LAGUNES 1L. ELECTION OF DIRECTOR: JACKSON TAI 2. ADVISORY APPROVAL OF MASTERCARD'S EXECUTIVE COMPENSATION 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION 1 Year 4. RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER MASTERCARD'S 2006 LONG TERM INCENTIVE PLAN, AS AMENDED AND RESTATED, FOR 162(M) PURPOSES 5. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR MASTERCARD FOR CONSIDERATION OF A STOCKHOLDER PROPOSAL ON GENDER PAY EQUITY Shr

88 MEDTRONIC PLC Page 88 of 162 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