Big Pharma Split Corp.

Transcription

1 Big Pharma Split Corp. Meeting Date Range: November 24, 2017 to June 30, 2018 PRM PRM.PR.A Proxy Voting Report ABBVIE INC Y109 ABBV US00287Y1091 Agenda Number: Meeting Date: 5/4/ DIRECTOR 1 Roxanne S. Austin 2 Richard A. Gonzalez 3 Rebecca B. Roberts 4 Glenn F. Tilton 2. Ratification of Ernst & Young LLP as AbbVie's independent registered public accounting firm for Say on Pay - An advisory vote on the approval of executive compensation 4. Say When on Pay - An advisory vote on the frequency of the advisory vote to approve executive compensation 5. Approval of a management proposal regarding amendment of the certificate of incorporation for the annual election of directors 6. Approval of a management proposal regarding amendment of the certificate of incorporation to eliminate supermajority voting 7. Stockholder Proposal - to Issue an Annual Report on Lobbying 8. Stockholder Proposal - to Separate Chair and CEO 9. Stockholder Proposal - to Issue an Annual Compensation Committee Report on Drug Pricing AMGEN INC AMGN US Agenda Number: Meeting Date: 5/22/2018 1a. Election of Director: Dr. Wanda M. Austin 1b. Election of Director: Mr. Robert A. Bradway 1c. Election of Director: Dr. Brian J. Druker 1d. Election of Director: Mr. Robert A. Eckert 1e. Election of Director: Mr. Greg C. Garland 1f. Election of Director: Mr. Fred Hassan 1g. Election of Director: Dr. Rebecca M. Henderson 1h. Election of Director: Mr. Frank C. Herringer 1i. Election of Director: Mr. Charles M. Holley, Jr. 1j. Election of Director: Dr. Tyler Jacks 1k. Election of Director: Ms. Ellen J. Kullman 1l. Election of Director: Dr. Ronald D. Sugar 1m. Election of Director: Dr. R. Sanders Williams

2 2. Advisory vote to approve our executive compensation. 3. To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, Stockholder proposal for an annual report on the extent to which risks related to public concern over drug pricing strategies are integrated into our executive incentive compensation. ASTRAZENECA PLC Agenda Number: AZN US Meeting Date: 5/18/ To receive the Company's Accounts, the Reports of the Directors and Auditor and the Strategic Report for the year ended 31 December To confirm dividends 3. To reappoint PricewaterhouseCoopers LLP as Auditor 4. To authorise the Directors to agree the remuneration of the Auditor 5a. Election of Director: Leif Johansson 5b. Election of Director: Pascal Soriot 5c. Election of Director: Marc Dunoyer 5d. Election of Director: Genevieve Berger 5e. Election of Director: Philip Broadley 5f. Election of Director: Graham Chipchase 5g. Election of Director: Deborah DiSanzo 5h. Election of Director: Rudy Markham 5i. Election of Director: Sheri McCoy 5j. Election of Director: Nazneen Rahman 5k. Election of Director: iti Vadera 5l. Election of Director: Marcus Wallenberg 6. To approve the Annual Report on Remuneration for the year ended 31 December To authorise limited political donations 8. To authorise the Directors to allot shares 9. To authorise the Directors to disapply preemption rights 10. To authorise the Directors to further disapply pre-emption rights for acquisitions and specified capital investments 11. To authorise the Company to purchase its own shares 12. To reduce the notice period for general meetings 13. To adopt new Articles of Association BRISTOL-MYERS SQUIBB COMPANY Agenda Number: BMY US Meeting Date: 5/1/2018 1A. Election of Director: P. J. Arduini

3 1B. Election of Director: J. Baselga, M.D., Ph.D. 1C. Election of Director: R. J. Bertolini 1D. Election of Director: G. Caforio, M.D. 1E. Election of Director: M. W. Emmens 1F. Election of Director: M. Grobstein 1G. Election of Director: A. J. Lacy 1H. Election of Director: D. C. Paliwal 1I. Election of Director: T. R. Samuels 1J. Election of Director: G. L. Storch 1K. Election of Director: V. L. Sato, Ph.D. 1L. Election of Director: K. H. Vousden, Ph.D. 2. Advisory vote to approve the compensation of our Named Executive Officers 3. Ratification of the appointment of an independent registered public accounting firm 4. Shareholder Proposal on Annual Report Disclosing How Risks Related to Public Concern Over Drug Pricing Strategies are Incorporated into Incentive Compensation Plans 5. Shareholder Proposal to Lower the Share Ownership Threshold to Call Special Shareholder Meetings ELI LILLY AND COMPANY Agenda Number: LLY US Meeting Date: 5/7/2018 1a. Election of Director: K. Baicker 1b. Election of Director: J. E. Fyrwald 1c. Election of Director: J. Jackson 1d. Election of Director: E. R. Marram 1e. Election of Director: J. P. Tai 2. Approval, by non-binding vote, of the compensation paid to the company's named executive officers. 3. Ratification of Ernst & Young LLP as the principal independent auditor for Approve amendments to the Articles of Incorporation to eliminate the classified board structure. 5. Approve amendments to the Articles of Incorporation to eliminate supermajority voting provisions. 6. Approve the Amended and Restated 2002 Lilly Stock Plan. 7. Shareholder proposal seeking support for the descheduling of cannabis. 8. Shareholder proposal requesting report regarding direct and indirect political contributions. 9. Shareholder proposal requesting report on policies and practices regarding contract animal laboratories. 10. Shareholder proposal requesting report on extent to which risks related to public concern over drug pricing strategies are integrated into incentive compensation arrangements. GLAXOSMITHKLINE PLC 37733W105 GSK US37733W1053 Agenda Number: Meeting Date: 5/3/2018

4 1. To receive and adopt the 2017 Annual Report 2. To approve the Annual report on remuneration 3. To elect Dr Hal Barron as a Director 4. To elect Dr Laurie Glimcher as a Director 5. To re-elect Philip Hampton as a Director 6. To re-elect Emma Walmsley as a Director 7. To re-elect Vindi Banga as a Director 8. To re-elect Dr Vivienne Cox as a Director 9. To re-elect Simon Dingemans as a Director 10. To re-elect Lynn Elsenhans as a Director 11. To re-elect Dr Jesse Goodman as a Director 12. To re-elect Judy Lewent as a Director 13. To re-elect Urs Rohner as a Director 14. To appoint auditors 15. To determine remuneration of auditors 16. To authorise the company and its subsidiaries to make donations to political organisations and incur political expenditure 17. To authorise allotment of shares 18. To disapply pre-emption rights - general power (special resolution) 19. To disapply pre-emption rights - in connection with an acquisition or specified capital investment (special resolution) 20. To authorise the company to purchase its own shares (special resolution) 21. To authorise exemption from statement of name of senior statutory auditor 22. To authorise reduced notice of a general meeting other than an AGM (special resolution) 23. To approve adoption of new Articles of Association (special resolution) GLAXOSMITHKLINE PLC 37733W105 GSK US37733W1053 Agenda Number: Meeting Type: Special Meeting Date: 5/3/ To approve the buyout of Novartis' interest in GlaxoSmithKline Consumer Healthcare Holdings Limited for the purposes of Chapter 11 of the Listing Rules of the Financial Conduct Authority JOHNSON & JOHNSON JNJ US Agenda Number: Meeting Date: 4/26/2018 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: Jennifer A. Doudna 1e. Election of Director: Alex Gorsky

5 1f. Election of Director: Mark B. McClellan 1g. Election of Director: Anne M. Mulcahy 1h. Election of Director: William D. Perez 1i. Election of Director: Charles Prince 1j. Election of Director: A. Eugene Washington 1k. Election of Director: Ronald A. Williams 2. Advisory Vote to Approve Named Executive Officer Compensation 3. Ratification of Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for Shareholder Proposal - Accounting for Litigation and Compliance in Executive Compensation Performance Measures 5. Shareholder Proposal - Amendment to Shareholder Ability to Call Special Shareholder Meeting MERCK & CO., INC Y105 MRK US58933Y1055 Agenda Number: Meeting Date: 5/22/2018 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: Paul B. Rothman 1i. Election of Director: Patricia F. Russo 1j. Election of Director: Craig B. Thompson 1k. Election of Director: Inge G. Thulin 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. Ratification of the appointment of the Company's independent registered public accounting firm for Shareholder proposal concerning shareholders' right to act by written consent. PFIZER INC Agenda Number: PFE US Meeting Date: 4/26/2018 1a. Election of Director: Dennis A. Ausiello 1b. Election of Director: Ronald E. Blaylock 1c. Election of Director: Albert Bourla 1d. Election of Director: W. Don Cornwell 1e. Election of Director: Joseph J. Echevarria 1f. Election of Director: Helen H. Hobbs 1g. Election of Director: James M. Kilts

6 1h. Election of Director: Dan R. Littman 1i. Election of Director: Shantanu Narayen 1j. Election of Director: Suzanne Nora Johnson 1k. Election of Director: Ian C. Read 1l. Election of Director: James C. Smith 2. Ratify the selection of KPMG LLP as independent registered public accounting firm for Advisory approval of executive compensation 4. Approval of the Pfizer Inc. French Sub-Plan under the 2014 Stock Plan 5. Shareholder proposal regarding right to act by written consent 6. Shareholder proposal regarding independent chair policy 7. Shareholder proposal regarding report on lobbying activities SANOFI 80105N105 SNY US80105N1054 Agenda Number: Meeting Date: 5/2/ Approval of the individual company financial statements for the year ended December 31, Approval of the consolidated financial statements for the year ended December 31, Appropriation of profits for the year ended December 31, 2017 and declaration of dividend 4. Reappointment of Olivier Brandicourt as a Director 5. Reappointment of Patrick Kron as a Director 6. Reappointment of Christian Mulliez as a Director 7. Appointment of Emmanuel Babeau as a Director 8. Compensation policy for the Chairman of the Board of Directors 9. Compensation policy for the Chief Executive Officer 10. Approval of the payment in respect of the year ended December 31, 2017 and of the award of fixed, variable and exceptional components of the total compensation and benefits of whatever kind to Serge Weinberg, Chairman of the Board of Directors 11. Approval of the payment in respect of the year ended December 31, 2017 and of the award of fixed, variable and exceptional components of the total compensation and benefits of whatever kind to Olivier Brandicourt, Chief Executive Officer 12. Reappointment of Ernst & Young et Autres as a Statutory Auditor 13. Authorization to the Board of Directors to carry out transactions in the Company's shares (except during public tender offers) 14. Amendments of Articles 11 and 12 of the Articles of Association 15. Powers for formalities