Investment Company Report

Transcription

1 ALLIANCE DATA SYSTEMS CORPORATION Page 1 of 54 Security: Ticker: ADS ISIN: US Agenda Number: Meeting Date: 07-Jun-17 /Against 1A. ELECTION OF DIRECTOR: BRUCE K. ANDERSON 1B. ELECTION OF DIRECTOR: ROGER H. BALLOU 1C. ELECTION OF DIRECTOR: KELLY J. BARLOW 1D. ELECTION OF DIRECTOR: D. KEITH COBB 1E. ELECTION OF DIRECTOR: E. LINN DRAPER, JR. 1F. ELECTION OF DIRECTOR: EDWARD J. HEFFERNAN 1G. ELECTION OF DIRECTOR: KENNETH R. JENSEN 1H. ELECTION OF DIRECTOR: ROBERT A. MINICUCCI 1I. ELECTION OF DIRECTOR: TIMOTHY J. THERIAULT 1J. ELECTION OF DIRECTOR: LAURIE A. TUCKER

2 Page 2 of 54 /Against 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. 3. ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. 1 Year 4. RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF ALLIANCE DATA SYSTEMS CORPORATION FOR 2017.

3 AMAZON.COM, INC. Page 3 of 54 Security: Ticker: AMZN ISIN: US Agenda Number: Meeting Date: 23-May-17 /Against 1A. ELECTION OF DIRECTOR: JEFFREY P. BEZOS 1B. ELECTION OF DIRECTOR: TOM A. ALBERG 1C. ELECTION OF DIRECTOR: JOHN SEELY BROWN 1D. ELECTION OF DIRECTOR: JAMIE S. GORELICK 1E. ELECTION OF DIRECTOR: DANIEL P. HUTTENLOCHER 1F. ELECTION OF DIRECTOR: JUDITH A. MCGRATH 1G. ELECTION OF DIRECTOR: JONATHAN J. RUBINSTEIN 1H. ELECTION OF DIRECTOR: THOMAS O. RYDER 1I. ELECTION OF DIRECTOR: PATRICIA Q. STONESIFER 1J. ELECTION OF DIRECTOR: WENDELL P. WEEKS

4 Page 4 of 54 /Against 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION 3 Years 5. APPROVAL OF THE COMPANY'S 1997 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED 6. SHAREHOLDER PROPOSAL REGARDING A REPORT ON USE OF CRIMINAL BACKGROUND CHECKS IN HIRING DECISIONS Shr Against 7. SHAREHOLDER PROPOSAL REGARDING SUSTAINABILITY AS AN EXECUTIVE COMPENSATION PERFORMANCE MEASURE Shr Against 8. SHAREHOLDER PROPOSAL REGARDING VOTE-COUNTING PRACTICES FOR SHAREHOLDER PROPOSALS Shr Against

5 APPLE INC. Page 5 of 54 Security: Ticker: AAPL ISIN: US Agenda Number: Meeting Date: 28-Feb-17 /Against 1A. ELECTION OF DIRECTOR: JAMES BELL 1B. ELECTION OF DIRECTOR: TIM COOK 1C. ELECTION OF DIRECTOR: AL GORE 1D. ELECTION OF DIRECTOR: BOB IGER 1E. ELECTION OF DIRECTOR: ANDREA JUNG 1F. ELECTION OF DIRECTOR: ART LEVINSON 1G. ELECTION OF DIRECTOR: RON SUGAR 1H. ELECTION OF DIRECTOR: SUE WAGNER 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS APPLE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

6 Page 6 of 54 /Against 4. ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION 1 Year 5. A SHAREHOLDER PROPOSAL ENTITLED "CHARITABLE GIVING - RECIPIENTS, INTENTS AND BENEFITS" Shr Against 6. A SHAREHOLDER PROPOSAL REGARDING DIVERSITY AMONG OUR SENIOR MANAGEMENT AND BOARD OF DIRECTORS Shr Against 7. A SHAREHOLDER PROPOSAL ENTITLED "SHAREHOLDER PROXY ACCESS AMENDMENTS" Shr Against 8. A SHAREHOLDER PROPOSAL ENTITLED "EXECUTIVE COMPENSATION REFORM" Shr Against 9. A SHAREHOLDER PROPOSAL ENTITLED "EXECUTIVES TO RETAIN SIGNIFICANT STOCK" Shr Against

7 ARM HOLDINGS PLC Page 7 of 54 Security: Ticker: ARMH ISIN: US Agenda Number: Meeting Type: Special Meeting Date: 30-Aug-16 /Against 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.

8 AUTODESK, INC. Page 8 of 54 Security: Ticker: ADSK ISIN: US Agenda Number: Meeting Date: 14-Jun-17 /Against 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

9 Page 9 of 54 /Against 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.

10 AUTOMATIC DATA PROCESSING, INC. Page 10 of 54 Security: Ticker: ADP ISIN: US Agenda Number: Meeting Date: 08-Nov DIRECTOR /Against 1 PETER BISSON 2 RICHARD T. CLARK 3 ERIC C. FAST 4 LINDA R. GOODEN 5 MICHAEL P. GREGOIRE 6 R. GLENN HUBBARD 7 JOHN P. JONES 8 WILLIAM J. READY 9 CARLOS A. RODRIGUEZ 10 SANDRA S. WIJNBERG 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION.

11 Page 11 of 54 /Against 3. RATIFICATION OF THE APPOINTMENT OF AUDITORS.

12 CERNER CORPORATION Page 12 of 54 Security: Ticker: CERN ISIN: US Agenda Number: Meeting Date: 24-May-17 /Against 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

13 CHIPOTLE MEXICAN GRILL, INC. Page 13 of 54 Security: Ticker: CMG ISIN: US Agenda Number: Meeting Date: 25-May DIRECTOR /Against 1 AL BALDOCCHI 2 PAUL T. CAPPUCCIO 3 STEVE ELLS 4 NEIL FLANZRAICH 5 ROBIN HICKENLOOPER 6 KIMBAL MUSK 7 ALI NAMVAR 8 MATTHEW H. PAULL 2. AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT ("SAY-ON-PAY"). 3. AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES. 1 Year

14 Page 14 of 54 /Against 4. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, A SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD OF DIRECTORS IMPLEMENT CHANGES TO CHIPOTLE'S GOVERNING DOCUMENTS TO LOWER THE THRESHOLD FOR SHAREHOLDERS TO CALL SPECIAL MEETINGS OF SHAREHOLDERS TO AN AGGREGATE OF 15% OF OUR OUTSTANDING COMMON STOCK. Shr Against

15 COLGATE-PALMOLIVE COMPANY Page 15 of 54 Security: Ticker: CL ISIN: US Agenda Number: Meeting Date: 12-May-17 /Against 1A. ELECTION OF DIRECTOR: CHARLES A. BANCROFT 1B. ELECTION OF DIRECTOR: JOHN P. BILBREY 1C. ELECTION OF DIRECTOR: JOHN T. CAHILL 1D. ELECTION OF DIRECTOR: IAN COOK 1E. ELECTION OF DIRECTOR: HELENE D. GAYLE 1F. ELECTION OF DIRECTOR: ELLEN M. HANCOCK 1G. ELECTION OF DIRECTOR: C. MARTIN HARRIS 1H. ELECTION OF DIRECTOR: LORRIE M. NORRINGTON 1I. ELECTION OF DIRECTOR: MICHAEL B. POLK 1J. ELECTION OF DIRECTOR: STEPHEN I. SADOVE

16 Page 16 of 54 /Against 2. RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP AS COLGATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. 4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. 1 Year 5. STOCKHOLDER PROPOSAL ON 15% THRESHOLD TO CALL SPECIAL SHAREOWNER MEETINGS, IF PROPERLY PRESENTED AT THE MEETING. Shr Against

17 CORE LABORATORIES N.V. Page 17 of 54 Security: N Ticker: CLB ISIN: NL Agenda Number: Meeting Date: 18-May-17 /Against 1A. RE-ELECTION OF DIRECTOR: DAVID M. DEMSHUR 1B. RE-ELECTION OF DIRECTOR: JAN WILLEM SODDERLAND 2. TO AMEND ARTICLE 20, PARAGRAPH 5(II), OF OUR ARTICLES OF ASSOCIATION TO ALLOW FOR ANY FUTURE AMENDMENTS TO THE ARTICLES OF ASSOCIATION WHICH ARE PROPOSED BY THE BOARD OF MANAGEMENT AND WHICH PROPOSAL IS APPROVED BY THE BOARD OF SUPERVISORY DIRECTORS, TO BE PASSED WITH AN ABSOLUTE MAJORITY OF VOTES CAST, WITHOUT REGARD TO THE NUMBER OF SHARES REPRESENTED AT THE MEETING. 3. TO APPOINT KPMG, INCLUDING ITS U.S. AND DUTCH AFFILIATES, (COLLECTIVELY, "KPMG") AS CORE LABORATORIES N.V.'S (THE "COMPANY") INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PHILOSOPHY, POLICIES AND PROCEDURES DESCRIBED IN THE SECTION ENTITLED COMPENSATION DISCUSSION AND ANALYSIS ("CD&A SECTION"), AND THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS

18 Page 18 of 54 /Against DISCLOSED PURSUANT TO THE SECURITY AND EXCHANGE COMMISSION'S COMPENSATION DISCLOSURE RULES, INCLUDING THE COMPENSATION TABLES 5. TO CONFIRM AND ADOPT OUR DUTCH STATUTORY ANNUAL ACCOUNTS IN THE ENGLISH LANGUAGE FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016, FOLLOWING A DISCUSSION OF OUR DUTCH REPORT OF THE MANAGEMENT BOARD FOR THAT SAME PERIOD. 6. TO APPROVE AND RESOLVE THE CANCELLATION OF OUR REPURCHASED SHARES HELD AT 12:01 A.M. CEST ON MAY 18, TO APPROVE AND RESOLVE THE EXTENSION OF THE EXISTING AUTHORITY TO REPURCHASE UP TO 10% OF OUR ISSUED SHARE CAPITAL FROM TIME TO TIME FOR AN 18-MONTH PERIOD, UNTIL NOVEMBER 18, 2018, AND SUCH REPURCHASED SHARES MAY BE USED FOR ANY LEGAL PURPOSE. 8. TO APPROVE AND RESOLVE THE EXTENSION OF THE AUTHORITY TO ISSUE SHARES AND/OR TO GRANT RIGHTS (INCLUDING OPTIONS TO PURCHASE) WITH RESPECT TO OUR COMMON AND PREFERENCE SHARES UP TO A MAXIMUM OF 10% OF OUTSTANDING SHARES PER ANNUM UNTIL NOVEMBER 18, 2018.

19 Page 19 of 54 /Against 9. TO APPROVE AND RESOLVE THE EXTENSION OF THE AUTHORITY TO LIMIT OR EXCLUDE THE PREEMPTIVE RIGHTS OF THE HOLDERS OF OUR COMMON SHARES AND/OR PREFERENCE SHARES UP TO A MAXIMUM OF 10% OF OUTSTANDING SHARES PER ANNUM UNTIL NOVEMBER 18, 2018.

20 ECOLAB INC. Page 20 of 54 Security: Ticker: ECL ISIN: US Agenda Number: Meeting Date: 04-May-17 /Against 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

21 Page 21 of 54 /Against 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

22 EQUINIX, INC. Page 22 of 54 Security: 29444U700 Ticker: EQIX ISIN: US29444U7000 Agenda Number: Meeting Date: 31-May DIRECTOR /Against 1 THOMAS BARTLETT 2 NANCI CALDWELL 3 GARY HROMADKO 4 JOHN HUGHES 5 SCOTT KRIENS 6 WILLIAM LUBY 7 IRVING LYONS, III 8 CHRISTOPHER PAISLEY 9 STEPHEN SMITH 10 PETER VAN CAMP

23 Page 23 of 54 /Against 2. TO APPROVE BY A NON-BINDING ADVISORY VOTE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. TO APPROVE BY A NON-BINDING ADVISORY VOTE THE FREQUENCY OF STOCKHOLDER NON-BINDING ADVISORY VOTES ON THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. 1 Year 4. TO APPROVE LONG-TERM INCENTIVE PERFORMANCE TERMS FOR CERTAIN OF OUR EXECUTIVES, PURSUANT TO SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

24 FACEBOOK INC. Page 24 of 54 Security: 30303M102 Ticker: FB ISIN: US30303M1027 Agenda Number: Meeting Date: 01-Jun DIRECTOR /Against 1 MARC L. ANDREESSEN 2 ERSKINE B. BOWLES 3 S.D.DESMOND-HELLMANN 4 REED HASTINGS 5 JAN KOUM 6 SHERYL K. SANDBERG 7 PETER A. THIEL 8 MARK ZUCKERBERG 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS FACEBOOK, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

25 Page 25 of 54 /Against 3. A STOCKHOLDER PROPOSAL REGARDING CHANGE IN STOCKHOLDER VOTING. Shr Against 4. A STOCKHOLDER PROPOSAL REGARDING A LOBBYING REPORT. Shr Against 5. A STOCKHOLDER PROPOSAL REGARDING FALSE NEWS. Shr Against 6. A STOCKHOLDER PROPOSAL REGARDING A GENDER PAY EQUITY REPORT. Shr Against 7. A STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIR. Shr Against

26 FLEETCOR TECHNOLOGIES INC. Page 26 of 54 Security: Ticker: FLT ISIN: US Agenda Number: Meeting Date: 21-Jun DIRECTOR /Against 1 MICHAEL BUCKMAN 2 THOMAS M. HAGERTY 3 STEVEN T. STULL 2. RATIFY THE SELECTION OF ERNST & YOUNG LLP AS FLEETCOR'S INDEPENDENT AUDITOR FOR ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 4. FREQUENCY OF ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION 3 Years 5. STOCKHOLDER PROPOSAL REGARDING SIMPLE MAJORITY VOTE, IF PROPERLY PRESENTED Shr Against

27 KANSAS CITY SOUTHERN Page 27 of 54 Security: Ticker: KSU ISIN: US Agenda Number: Meeting Date: 04-May-17 /Against 1.1 ELECTION OF DIRECTOR: LU M. CORDOVA 1.2 ELECTION OF DIRECTOR: ROBERT J. DRUTEN 1.3 ELECTION OF DIRECTOR: TERRENCE P. DUNN 1.4 ELECTION OF DIRECTOR: ANTONIO O. GARZA, JR. 1.5 ELECTION OF DIRECTOR: DAVID GARZA- SANTOS 1.6 ELECTION OF DIRECTOR: THOMAS A. MCDONNELL 1.7 ELECTION OF DIRECTOR: PATRICK J. OTTENSMEYER 1.8 ELECTION OF DIRECTOR: RODNEY E. SLATER 2. RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017.

28 Page 28 of 54 /Against 3. APPROVAL OF THE KANSAS CITY SOUTHERN 2017 EQUITY INCENTIVE PLAN. 4. ADVISORY (NON-BINDING) VOTE APPROVING THE 2016 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 5. ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. 1 Year 6. APPROVAL OF A STOCKHOLDER PROPOSAL REQUESTING AMENDMENTS TO THE COMPANY'S PROXY ACCESS BYLAW PROVISION. Shr Against

29 LOWE'S COMPANIES, INC. Page 29 of 54 Security: Ticker: LOW ISIN: US Agenda Number: Meeting Date: 02-Jun DIRECTOR /Against 1 RAUL ALVAREZ 2 ANGELA F. BRALY 3 SANDRA B. COCHRAN 4 LAURIE Z. DOUGLAS 5 RICHARD W. DREILING 6 ROBERT L. JOHNSON 7 MARSHALL O. LARSEN 8 JAMES H. MORGAN 9 ROBERT A. NIBLOCK 10 BERTRAM L. SCOTT 11 ERIC C. WISEMAN

30 Page 30 of 54 /Against 2. ADVISORY VOTE TO APPROVE LOWE'S NAMED EXECUTIVE OFFICER COMPENSATION IN FISCAL ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE LOWE'S NAMED EXECUTIVE OFFICER COMPENSATION. 1 Year 4. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS LOWE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL PROPOSAL REGARDING THE FEASIBILITY OF SETTING RENEWABLE ENERGY SOURCING TARGETS. Shr Against

31 MONDELEZ INTERNATIONAL, INC. Page 31 of 54 Security: Ticker: MDLZ ISIN: US Agenda Number: Meeting Date: 17-May-17 /Against 1A. ELECTION OF DIRECTOR: LEWIS W.K. BOOTH 1B. ELECTION OF DIRECTOR: CHARLES E. BUNCH 1C. ELECTION OF DIRECTOR: LOIS D. JULIBER 1D. ELECTION OF DIRECTOR: MARK D. KETCHUM 1E. ELECTION OF DIRECTOR: JORGE S. MESQUITA 1F. ELECTION OF DIRECTOR: JOSEPH NEUBAUER 1G. ELECTION OF DIRECTOR: NELSON PELTZ 1H. ELECTION OF DIRECTOR: FREDRIC G. REYNOLDS 1I. ELECTION OF DIRECTOR: IRENE B. ROSENFELD 1J. ELECTION OF DIRECTOR: CHRISTIANA S. SHI

32 Page 32 of 54 /Against 1K. ELECTION OF DIRECTOR: PATRICK T. SIEWERT 1L. ELECTION OF DIRECTOR: RUTH J. SIMMONS 1M. ELECTION OF DIRECTOR: JEAN- FRANCOIS M. L. VAN BOXMEER 2. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR ENDING DECEMBER 31, ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. 4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION. 1 Year 5. SHAREHOLDER PROPOSAL: REPORT ON NON-RECYCLABLE PACKAGING. Shr Against 6. SHAREHOLDER PROPOSAL: CREATE A COMMITTEE TO PREPARE A REPORT REGARDING THE IMPACT OF PLANT CLOSURES ON COMMUNITIES AND ALTERNATIVES. Shr Against

33 NIKE, INC. Page 33 of 54 Security: Ticker: NKE ISIN: US Agenda Number: Meeting Date: 22-Sep DIRECTOR /Against 1 ALAN B. GRAF, JR. 2 MICHELLE A. PELUSO 3 PHYLLIS M. WISE 2. TO APPROVE EXECUTIVE COMPENSATION BY AN ADVISORY VOTE. 3. TO APPROVE AN AMENDMENT TO THE NIKE, INC. EMPLOYEE STOCK PURCHASE PLAN. 4. TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS DISCLOSURE. Shr Against 5. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

34 RED HAT, INC. Page 34 of 54 Security: Ticker: RHT ISIN: US Agenda Number: Meeting Date: 11-Aug-16 /Against 1A. ELECTION OF DIRECTOR: SOHAIB ABBASI 1B. ELECTION OF DIRECTOR: W. STEVE ALBRECHT 1C. ELECTION OF DIRECTOR: CHARLENE T. BEGLEY 1D. ELECTION OF DIRECTOR: JEFFREY J. CLARKE 1E. ELECTION OF DIRECTOR: NARENDRA K. GUPTA 1F. ELECTION OF DIRECTOR: KIMBERLY L. HAMMONDS 1G. ELECTION OF DIRECTOR: WILLIAM S. KAISER 1H. ELECTION OF DIRECTOR: DONALD H. LIVINGSTONE 1I. ELECTION OF DIRECTOR: H. HUGH SHELTON 1J. ELECTION OF DIRECTOR: JAMES M. WHITEHURST

35 Page 35 of 54 /Against 2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS RED HAT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 28, TO APPROVE, ON AN ADVISORY BASIS, A RESOLUTION RELATING TO RED HAT'S EXECUTIVE COMPENSATION 4. TO APPROVE RED HAT'S 2016 PERFORMANCE COMPENSATION PLAN 5. TO APPROVE RED HAT'S 2016 EMPLOYEE STOCK PURCHASE PLAN

36 REGENERON PHARMACEUTICALS, INC. Page 36 of 54 Security: 75886F107 Ticker: REGN ISIN: US75886F1075 Agenda Number: Meeting Date: 09-Jun-17 /Against 1.1 ELECTION OF DIRECTOR: BONNIE L. BASSLER 1.2 ELECTION OF DIRECTOR: N. ANTHONY COLES 1.3 ELECTION OF DIRECTOR: JOSEPH L. GOLDSTEIN 1.4 ELECTION OF DIRECTOR: CHRISTINE A. POON 1.5 ELECTION OF DIRECTOR: P. ROY VAGELOS 1.6 ELECTION OF DIRECTOR: HUDA Y. ZOGHBI 2 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, PROPOSAL TO APPROVE THE AMENDED AND RESTATED REGENERON PHARMACEUTICALS, INC LONG- TERM INCENTIVE PLAN

37 Page 37 of 54 /Against 4 PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, EXECUTIVE COMPENSATION. 5 PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. 1 Year Against

38 SALESFORCE.COM, INC. Page 38 of 54 Security: 79466L302 Ticker: CRM ISIN: US79466L3024 Agenda Number: Meeting Date: 06-Jun-17 /Against 1A. ELECTION OF DIRECTOR: MARC BENIOFF 1B. ELECTION OF DIRECTOR: KEITH BLOCK 1C. ELECTION OF DIRECTOR: CRAIG CONWAY 1D. ELECTION OF DIRECTOR: ALAN HASSENFELD 1E. ELECTION OF DIRECTOR: NEELIE KROES 1F. ELECTION OF DIRECTOR: COLIN POWELL 1G. ELECTION OF DIRECTOR: SANFORD ROBERTSON 1H. ELECTION OF DIRECTOR: JOHN V. ROOS 1I. ELECTION OF DIRECTOR: ROBIN WASHINGTON 1J. ELECTION OF DIRECTOR: MAYNARD WEBB

39 Page 39 of 54 /Against 1K. ELECTION OF DIRECTOR: SUSAN WOJCICKI 2. APPROVAL TO AMEND OUR 2013 EQUITY INCENTIVE PLAN, INCLUDING TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR GRANT BY 37 MILLION SHARES. 3. APPROVAL TO AMEND OUR 2004 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR EMPLOYEE PURCHASE BY 8 MILLION SHARES. 4. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, TO APPROVE, ON AN ADVISORY BASIS, THE FISCAL 2017 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 6. TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. 1 Year 7. A STOCKHOLDER PROPOSAL REQUESTING, ON AN ADVISORY BASIS, ACTION TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF STOCKHOLDERS. Shr Against

40 SAP SE Page 40 of 54 Security: Ticker: SAP ISIN: US Agenda Number: Meeting Date: 10-May-17 /Against 2. RESOLUTION ON THE APPROPRIATION OF THE RETAINED EARNINGS OF FISCAL YEAR RESOLUTION ON THE FORMAL APPROVAL OF THE ACTS OF THE EXECUTIVE BOARD IN FISCAL YEAR RESOLUTION ON THE FORMAL APPROVAL OF THE ACTS OF THE SUPERVISORY BOARD IN FISCAL YEAR APPOINTMENT OF THE AUDITORS OF THE FINANCIAL STATEMENTS AND GROUP ANNUAL FINANCIAL STATEMENTS FOR FISCAL YEAR 2017

41 SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) Page 41 of 54 Security: Ticker: SLB ISIN: AN Agenda Number: Meeting Date: 05-Apr-17 /Against 1A. ELECTION OF DIRECTOR: PETER L.S. CURRIE 1B. ELECTION OF DIRECTOR: MIGUEL M. GALUCCIO 1C. ELECTION OF DIRECTOR: V. MAUREEN KEMPSTON DARKES 1D. ELECTION OF DIRECTOR: PAAL KIBSGAARD 1E. ELECTION OF DIRECTOR: NIKOLAY KUDRYAVTSEV 1F. ELECTION OF DIRECTOR: HELGE LUND 1G. ELECTION OF DIRECTOR: MICHAEL E. MARKS 1H. ELECTION OF DIRECTOR: INDRA K. NOOYI 1I. ELECTION OF DIRECTOR: LUBNA S. OLAYAN 1J. ELECTION OF DIRECTOR: LEO RAFAEL REIF

42 Page 42 of 54 /Against 1K. ELECTION OF DIRECTOR: TORE I. SANDVOLD 1L. ELECTION OF DIRECTOR: HENRI SEYDOUX 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S EXECUTIVE COMPENSATION. 3. TO CONDUCT AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. 1 Year 4. TO APPROVE THE COMPANY'S 2016 FINANCIAL STATEMENTS AND THE BOARD'S 2016 DECLARATIONS OF DIVIDENDS. 5. TO APPROVE THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR TO APPROVE THE ADOPTION OF THE 2017 SCHLUMBERGER OMNIBUS STOCK INCENTIVE PLAN. 7. TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE SCHLUMBERGER DISCOUNTED STOCK PURCHASE PLAN.

43 STARBUCKS CORPORATION Page 43 of 54 Security: Ticker: SBUX ISIN: US Agenda Number: Meeting Date: 22-Mar-17 /Against 1A. ELECTION OF DIRECTOR: HOWARD SCHULTZ 1B. ELECTION OF DIRECTOR: WILLIAM W. BRADLEY 1C. ELECTION OF DIRECTOR: ROSALIND BREWER 1D. ELECTION OF DIRECTOR: MARY N. DILLON 1E. ELECTION OF DIRECTOR: ROBERT M. GATES 1F. ELECTION OF DIRECTOR: MELLODY HOBSON 1G. ELECTION OF DIRECTOR: KEVIN R. JOHNSON 1H. ELECTION OF DIRECTOR: JORGEN VIG KNUDSTORP 1I. ELECTION OF DIRECTOR: SATYA NADELLA 1J. ELECTION OF DIRECTOR: JOSHUA COOPER RAMO

44 Page 44 of 54 /Against 1K. ELECTION OF DIRECTOR: CLARA SHIH 1L. ELECTION OF DIRECTOR: JAVIER G. TERUEL 1M. ELECTION OF DIRECTOR: MYRON E. ULLMAN, III 1N. ELECTION OF DIRECTOR: CRAIG E. WEATHERUP 2. ADVISORY RESOLUTION TO APPROVE OUR EXECUTIVE COMPENSATION. 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. 1 Year 4. RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL AMEND PROXY ACCESS BYLAW. Shr Against

45 STATE STREET CORPORATION Page 45 of 54 Security: Ticker: STT ISIN: US Agenda Number: Meeting Date: 17-May-17 /Against 1A. ELECTION OF DIRECTOR: K. BURNES 1B. ELECTION OF DIRECTOR: P. DE SAINT- AIGNAN 1C. ELECTION OF DIRECTOR: L. DUGLE 1D. ELECTION OF DIRECTOR: A. FAWCETT 1E. ELECTION OF DIRECTOR: W. FREDA 1F. ELECTION OF DIRECTOR: L. HILL 1G. ELECTION OF DIRECTOR: J. HOOLEY 1H. ELECTION OF DIRECTOR: S. O'SULLIVAN 1I. ELECTION OF DIRECTOR: R. SERGEL 1J. ELECTION OF DIRECTOR: G. SUMME

46 Page 46 of 54 /Against 2. TO APPROVE AN ADVISORY PROPOSAL ON EXECUTIVE COMPENSATION. 3. TO RECOMMEND, BY ADVISORY PROPOSAL, THE FREQUENCY OF ADVISORY PROPOSALS ON EXECUTIVE COMPENSATION. 1 Year 4. TO APPROVE THE 2017 STOCK INCENTIVE PLAN. 5. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017.

47 THE PRICELINE GROUP INC. Page 47 of 54 Security: Ticker: PCLN ISIN: US Agenda Number: Meeting Date: 08-Jun DIRECTOR /Against 1 TIMOTHY M. ARMSTRONG 2 JEFFERY H. BOYD 3 JAN L. DOCTER 4 JEFFREY E. EPSTEIN 5 GLENN D. FOGEL 6 JAMES M. GUYETTE 7 ROBERT J. MYLOD, JR. 8 CHARLES H. NOSKI 9 NANCY B. PERETSMAN 10 THOMAS E. ROTHMAN 11 CRAIG W. RYDIN

48 Page 48 of 54 /Against 12 LYNN M. VOJVODICH 2. TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, TO APPROVE ON A NON-BINDING ADVISORY BASIS THE 2016 COMPENSATION PAID BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS. 4. TO CAST A NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING ADVISORY VOTES ON THE COMPENSATION PAID BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS. 1 Year 5. TO CONSIDER AND VOTE UPON A NON- BINDING STOCKHOLDER PROPOSAL CONCERNING SPECIAL MEETINGS. Shr Against

49 UNITEDHEALTH GROUP INCORPORATED Page 49 of 54 Security: 91324P102 Ticker: UNH ISIN: US91324P1021 Agenda Number: Meeting Date: 05-Jun-17 /Against 1A. ELECTION OF DIRECTOR: WILLIAM C. BALLARD, JR. 1B. ELECTION OF DIRECTOR: RICHARD T. BURKE 1C. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN 1D. ELECTION OF DIRECTOR: STEPHEN J. HEMSLEY 1E. ELECTION OF DIRECTOR: MICHELE J. HOOPER 1F. ELECTION OF DIRECTOR: RODGER A. LAWSON 1G. ELECTION OF DIRECTOR: GLENN M. RENWICK 1H. ELECTION OF DIRECTOR: KENNETH I. SHINE, M.D. 1I. ELECTION OF DIRECTOR: GAIL R. WILENSKY, PH.D. 2. ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.

50 Page 50 of 54 /Against 3. ADVISORY APPROVAL OF THE FREQUENCY OF HOLDING FUTURE SAY- ON-PAY VOTES. 1 Year 4. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, THE SHAREHOLDER PROPOSAL SET FORTH IN THE PROXY STATEMENT REQUESTING ADDITIONAL LOBBYING DISCLOSURE, IF PROPERLY PRESENTED AT THE 2017 ANNUAL MEETING OF SHAREHOLDERS. Shr Against

51 VISA INC. Page 51 of 54 Security: 92826C839 Ticker: V ISIN: US92826C8394 Agenda Number: Meeting Date: 31-Jan-17 /Against 1A. ELECTION OF DIRECTOR: LLOYD A. CARNEY 1B. ELECTION OF DIRECTOR: MARY B. CRANSTON 1C. ELECTION OF DIRECTOR: FRANCISCO JAVIER FERNANDEZ-CARBAJAL 1D. ELECTION OF DIRECTOR: GARY A. HOFFMAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, JR. 1F. ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT 1G. ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON 1H. ELECTION OF DIRECTOR: JOHN A.C. SWAINSON 1I. ELECTION OF DIRECTOR: MAYNARD G. WEBB, JR. 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

52 Page 52 of 54 /Against 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. 1 Year 4. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2017 FISCAL YEAR.

53 WHOLE FOODS MARKET, INC. Page 53 of 54 Security: Ticker: WFM ISIN: US Agenda Number: Meeting Date: 17-Feb-17 /Against 1A. ELECTION OF DIRECTOR: DR. JOHN ELSTROTT 1B. ELECTION OF DIRECTOR: MARY ELLEN COE 1C. ELECTION OF DIRECTOR: SHAHID (HASS) HASSAN 1D. ELECTION OF DIRECTOR: STEPHANIE KUGELMAN 1E. ELECTION OF DIRECTOR: JOHN MACKEY 1F. ELECTION OF DIRECTOR: WALTER ROBB 1G. ELECTION OF DIRECTOR: JONATHAN SEIFFER 1H. ELECTION OF DIRECTOR: MORRIS (MO) SIEGEL 1I. ELECTION OF DIRECTOR: JONATHAN SOKOLOFF 1J. ELECTION OF DIRECTOR: DR. RALPH SORENSON

54 Page 54 of 54 /Against 1K. ELECTION OF DIRECTOR: GABRIELLE SULZBERGER 1L. ELECTION OF DIRECTOR: WILLIAM (KIP) TINDELL, III 2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3. ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION. 1 Year 4. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR FOR THE COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER 24, PROPOSAL ASKING OUR BOARD OF DIRECTORS TO ADOPT REVISIONS TO THE COMPANY'S PROXY ACCESS BYLAW. Shr Against 6. PROPOSAL ASKING THE COMPANY TO ISSUE A REPORT REGARDING OUR FOOD WASTE EFFORTS. Shr Against