Proxy Report 3rd Quarter 2017
Burckhardt Compression Holding AG 01.07.17 Manz AG 04.07.17 Alstom 04.07.17 1 Open Meeting Refer No 2 Accept Financial Statements and Statutory 3 Approve Allocation of Income and Dividends of CHF 7.00 per Share 4 Approve Discharge of Board and Senior Management 5.1 Approve Creation of CHF 1.3 Million Pool of Capital without Preemptive 5.2 Amend Articles Re: Shareholder Representation at the General Meeting 5.3 Amend Articles Re: Remuneration Policy for Directors 6.1.1 Reelect Valentin Vogt as Director 6.1.2 Reelect Hans Hess as Director 6.1.3 Reelect Urs Leinhaeuser as Director 6.1.4 Reelect Monika Kruesi as Director 6.1.5 Reelect Stephan Bross as Director 6.2 Reelect Valentin Vogt as Board Chairman 6.3.1 Reappoint Hans Hess as Member of the and Nomination Committee 6.3.2 Reappoint Stephan Bross as Member of the Compensation and Nomination Committee 6.4 Ratify PricewaterhouseCoopers AG as Auditors 6.5 Designate Andreas Keller as Independent Proxy 7.1 Approve Maximum Variable Remuneration of Directors in the Amount of CHF 79,000 for Fiscal 2016 7.2 Approve Maximum Variable Remuneration of Executive Committee in the Amount of CHF 546,000 for Fiscal 2016 7.3 Approve Remuneration Report for Fiscal 2016 Yes 7.4 Approve Fixed Remuneration of Directors in the Amount of CHF 580,000 for Fiscal 2017 7.5 Approve Fixed Remuneration of Directors in the Amount of CHF 580,000 for Fiscal 2018 7.6 Approve Fixed Remuneration of Executive Committee in the Amount of CHF 2.12 Million for Fiscal 2018 8 Transact Other Business () Yes 1 Receive Financial Statements and Statutory Refer No for Fiscal 2016 (Non-) 2 Approve Discharge of Management Board for 98.80 1.19 Fiscal 2016 3 Approve Discharge of Supervisory Board for 98.95 1.04 Fiscal 2016 4 Ratify BEST AUDIT GmbH as Auditors for Fiscal 95.54 4.45 2017 5 Approve Increase in Size of Board to Four 99.20 0.79 Members 6 Elect Dieter Manz to the Supervisory Board 99.08 0.91 1 Approve Financial Statements and Statutory 2 Approve Consolidated Financial Statements and Statutory 3 Approve Allocation of Income and Dividends of EUR 0.25 per Share 4 Approve Additional Pension Scheme Agreement with Henri Poupart-Lafarge 2/8
The British Land Company PLC 18.07.17 Reynolds American Inc. 19.07.17 British American Tobacco plc 19.07.17 McKesson Corporation 26.07.17 5 Ratify Appointment of Sylvie Kande de Beaupy as Director 6 Ratify appointment of Yann Delabriere as Director 7 Elect Francoise Colpron as Director 8 Approve Remuneration Policy of Henri Yes Poupat-Lafarge, Chairman and CEO 9 Non-Binding on Compensation of Henri Yes Poupat-Lafarge 10 Authorize Repurchase of Up to 10 Percent of Issued Share Capital 11 Authorize Decrease in Share Capital via Cancellation of Repurchased Shares 12 Authorize Capital Issuances for Use in Employee Stock Purchase Plans 13 Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of the Group's Subsidiaries 14 Authorize Filing of Required Documents/Other malities 99.30 0.70 2 Approve Remuneration Report 98.24 1.76 3 Elect Lord Macpherson as Director 99.75 0.25 4 Re-elect Aubrey Adams as Director 99.81 0.19 5 Re-elect Lucinda Bell as Director 99.64 0.36 6 Re-elect John Gildersleeve as Director 99.57 0.43 7 Re-elect Lynn Gladden as Director 99.82 0.18 8 Re-elect Chris Grigg as Director 99.63 0.37 9 Re-elect William Jackson as Director 98.99 1.01 10 Re-elect Charles Maudsley as Director 99.56 0.44 11 Re-elect Tim Roberts as Director 99.63 0.37 12 Re-elect Tim Score as Director 99.76 0.24 13 Re-elect Laura Wade-Gery as Director 99.81 0.19 14 Reappoint PricewaterhouseCoopers LLP as 99.78 0.22 Auditors 15 Authorise Board to Fix Remuneration of Auditors 99.86 0.14 16 Authorise EU Political Donations and Expenditure 99.33 0.67 17 Authorise Issue of Equity with Pre-emptive 86.94 13.06 18 Authorise Issue of Equity without Pre-emptive 99.36 0.64 19 Authorise Issue of Equity without Pre-emptive 93.44 6.56 in Connection with an Acquisition or Other Capital Investment 20 Authorise Market Purchase of Ordinary Shares 99.33 0.67 21 Authorise the Company to Call General Meeting with Two Weeks' Notice 85.60 14.40 1 Approve Merger Agreement 83.13 0.51 2 Advisory on Golden Parachutes Yes 68.55 31.44 3 Adjourn Meeting 96.01 3.98 1 Approve Matters Relating to the Acquisition of 99.90 0.10 the Remaining Common Stock of Reynolds American Inc. 1a Elect Director Andy D. Bryant 89.33 10.66 1b Elect Director N. Anthony Coles 97.74 2.25 1c Elect Director John H. Hammergren Yes 96.59 3.40 1d Elect Director M. Christine Jacobs 94.62 5.37 3/8
Vodafone Group Plc 28.07.17 Jazz Pharmaceuticals plc 03.08.17 C. R. Bard, Inc. 08.08.17 Xilinx, Inc. 09.08.17 1e Elect Director Donald R. Knauss 99.44 0.55 1f Elect Director Marie L. Knowles 95.35 4.64 1g Elect Director Edward A. Mueller 94.84 5.15 1h Elect Director Susan R. Salka 99.46 0.53 2 Ratify Deloitte & Touche LLP as Auditors 98.25 1.46 3 Advisory to Ratify Named Executive Yes 26.43 73.01 4 Advisory on Say on Pay Frequency One Year No 5 Require Independent Board Chairman Yes 40.10 59.42 6 Provide Right to Act by Written Consent Yes 46.16 52.69 99.94 0.06 2 Re-elect Gerard Kleisterlee as Director 98.84 1.16 3 Re-elect Vittorio Colao as Director 99.82 0.18 4 Re-elect Nick Read as Director 97.64 2.36 5 Re-elect Sir Crispin Davis as Director 99.78 0.22 6 Re-elect Dr Mathias Dopfner as Director 94.14 5.86 7 Re-elect Dame Clara Furse as Director 99.83 0.17 8 Re-elect Valerie Gooding as Director 99.24 0.76 9 Re-elect Renee James as Director 99.76 0.24 10 Re-elect Samuel Jonah as Director 99.70 0.30 11 Elect Maria Amparo Moraleda Martinez as 90.11 9.89 Director 12 Re-elect David Nish as Director 99.41 0.59 13 Approve Final Dividend 99.74 0.26 14 Approve Remuneration Policy Yes 97.19 2.81 15 Approve Remuneration Report Yes 97.40 2.60 16 Reappoint PricewaterhouseCoopers LLP as 88.05 11.95 Auditors 17 Authorise the Audit and Risk Committee to Fix 97.25 2.75 Remuneration of Auditors 18 Authorise Issue of Equity with Pre-emptive 89.07 10.93 19 Authorise Issue of Equity without Pre-emptive 99.32 0.68 20 Authorise Issue of Equity without Pre-emptive 91.59 8.41 in Connection with an Acquisition or Other Capital Investment 21 Authorise Market Purchase of Ordinary Shares 98.62 1.38 22 Authorise EU Political Donations and 97.71 2.29 Expenditure 23 Authorise the Company to Call General Meeting 93.74 6.26 with Two Weeks' Notice 1a Elect Director Bruce C. Cozadd Yes 80.07 19.92 1b Elect Director Heather Ann McSharry 81.49 18.50 1c Elect Director Rick E Winningham 79.73 20.26 2 Approve KPMG, Dublin as Auditors and Authorize 99.18 0.81 Board to Fix Their Remuneration 3 Advisory to Ratify Named Executive 93.27 6.72 4 Authorize Share Repurchase Program 99.60 0.39 1 Approve Merger Agreement 99.21 0.78 2 Advisory on Golden Parachutes Yes 45.68 54.31 3 Adjourn Meeting 90.38 9.61 1.1 Elect Director Dennis Segers 99.77 0.22 1.2 Elect Director Moshe N. Gavrielov 99.74 0.25 1.3 Elect Director Saar Gillai 99.70 0.29 1.4 Elect Director Ronald S. Jankov 99.69 0.30 1.5 Elect Director Thomas H. Lee 99.78 0.21 4/8
DXC Technology Company 10.08.17 EMS Chemie Holding AG 12.08.17 Logitech International S.A. 12.09.17 1.6 Elect Director J. Michael Patterson 98.62 1.37 1.7 Elect Director Albert A. Pimentel 99.33 0.66 1.8 Elect Director Marshall C. Turner 99.26 0.73 1.9 Elect Director Elizabeth W. Vanderslice 97.95 2.04 2 Amend Qualified Employee Stock Purchase Plan 99.18 0.38 3 Amend Omnibus Stock Plan 94.17 5.34 4 Advisory on Say on Pay Frequency One Year No 5 Advisory to Ratify Named Executive 98.21 1.63 6 Ratify Ernst & Young LLP as Auditors 98.52 1.37 1a Elect Director Mukesh Aghi 97.50 2.49 1b Elect Director Amy E. Alving 98.76 1.23 1c Elect Director David L. Herzog 99.49 0.50 1d Elect Director Sachin Lawande 98.76 1.23 1e Elect Director J. Michael Lawrie Yes 97.24 2.75 1f Elect Director Julio A. Portalatin 98.84 1.15 1g Elect Director Peter Rutland 99.54 0.45 1h Elect Director Manoj P. Singh 98.08 1.91 1i Elect Director Margaret C. Whitman Yes 79.89 20.10 1j Elect Director Robert F. Woods 99.56 0.43 2 Ratify Deloitte & Touche LLP as Auditors 98.29 1.70 3 Advisory to Ratify Named Executive Yes 57.65 42.34 4 Advisory on Say on Pay Frequency One Year No 5 Amend Omnibus Stock Plan Yes 71.27 28.72 1 Open Meeting Refer No 2 Acknowledge Proper Convening of Meeting Refer No 3. 3.2.1 Approve Remuneration of Board of Directors in the Amount of CHF 745,000 3.2.2 Approve Remuneration of Executive Committee in the Amount of CHF 3.1 Million Yes 4 Approve Allocation of Income and Ordinary Dividends of CHF 13.00 per Share and Special Dividends of CHF 4.00 per Share 5 Approve Discharge of Board and Senior Management 6.1.1 Reelect Ulf Berg as Director, Board Chairman, and Member of the 6.1.2 Reelect Magdelena Martullo as Director 6.1.3 Reelect Joachim Streu as Director and Member of the 6.1.4 Reelect Bernhard Merki as Director and Member of the 6.2 Ratify Ernst & Young AG as Auditors 6.3 Designate Robert K. Daeppen as Independent Proxy 7 Transact Other Business () Yes 2 Advisory to Ratify Named Executive 3 Advisory on Say on Pay Frequency One Year No 4 Appropriation Of Retained Earnings 5 Approve Discharge of Board and Senior Yes Management 6A Elect Director Patrick Aebischer 6B Elect Director Edouard Bugnion 5/8
Compagnie Financiere Richemont SA 13.09.17 6C Elect Director Bracken Darrell 6D Elect Director Sally Davis 6E Elect Director Guerrino De Luca 6F Elect Director Sue Gove 6G Elect Director Didier Hirsch 6H Elect Director Neil Hunt 6I Elect Director Dimitri Panayotopoulos 6J Elect Director Lung Yeh 6K Elect Director Wendy Becker 6L Elect Director Neela Montgomery 7 Elect Guerrino De Luca as Board Chairman 8A Appoint Edouard Bugnion as Member of the 8B Appoint Sally Davis as Member of the 8C Appoint Neil Hunt as Member of the Compensation Committee 8D Appoint Dimitri Panayotopoulos as Member of the 9 Approve Remuneration of Directors 10 Approve Remuneration of Executive Committee in the Amount of USD 24,650,000 11 Ratify KPMG AG as Auditors 12 Designate Beatrice Ehlers as Independent Proxy A Authorize Independent Representative to on Yes Any Amendment to Previous Resolutions 2 Approve Allocation of Income and Dividends of CHF 1.80 per Registered A Share and CHF 0.18 per Registered B Share 3 Approve Discharge of Board of Directors 4.1 Reelect Johann Rupert as Director and Board Yes Chairman 4.2 Reelect Josua Malherbe as Director Yes 4.3 Reelect Jean-Blaise Eckert as Director Yes 4.4 Reelect Ruggero Magnoni as Director Yes 4.5 Reelect Jeff Moss as Director 4.6 Reelect Guillaume Pictet as Director 4.7 Reelect Alan Quasha as Director Yes 4.8 Reelect Maria Ramos as Director 4.9 Reelect Jan Rupert as Director Yes 4.10 Reelect Gary Saage as Director Yes 4.11 Reelect Cyrille Vigneron as Director Yes 4.12 Elect Nikesh Arora as Director 4.13 Elect Nicolas Bos of Clifton as Director Yes 4.14 Elect Clay Brendish as Director 4.15 Elect Burkhart Grund as Director Yes 4.16 Elect Keyu Jin as Director 4.17 Elect Jerome Lambert as Director Yes 4.18 Elect Vesna Nevistic as Director 4.19 Elect Anton Rupert as Director Yes 5.1 Appoint Clay Brendish as Member of the 5.2 Appoint Guillaume Pictet as Member of the 5.3 Appoint Maria Ramos as Member of the 6 Ratify PricewaterhouseCoopers as Auditors 6/8
Diageo plc 20.09.17 NIKE, Inc. 21.09.17 FedEx Corporation 25.09.17 7 Designate Francoise Demierre Morand as Independent Proxy 8.1 Approve Maximum Remuneration of Directors in Yes the Amount of CHF 8.4 Million 8.2 Approve Maximum Fixed Remuneration of Executive Committee in the Amount of CHF 11 Million 8.3 Approve Maximum Variable Remuneration of Executive Committee in the Amount of CHF 12.3 Million 9 Transact Other Business () Yes 99.70 0.30 2 Approve Remuneration Report 97.22 2.78 3 Approve Remuneration Policy 96.19 3.81 4 Approve Final Dividend 99.99 0.01 5 Re-elect Peggy Bruzelius as Director 99.89 0.11 6 Re-elect Lord Davies of Abersoch as Director 99.57 0.43 7 Re-elect Javier Ferran as Director 99.12 0.88 8 Re-elect Ho KwonPing as Director 93.98 6.02 9 Re-elect Betsy Holden as Director 99.86 0.14 10 Re-elect Nicola Mendelsohn as Director 99.94 0.06 11 Re-elect Ivan Menezes as Director 99.96 0.04 12 Re-elect Kathryn Mikells as Director 99.14 0.86 13 Re-elect Alan Stewart as Director 99.89 0.11 14 Reappoint PricewaterhouseCoopers LLP as 99.15 0.85 Auditors 15 Authorise the Audit Committee to Fix 99.27 0.73 Remuneration of Auditors 16 Authorise Issue of Equity with Pre-emptive 98.64 1.36 17 Authorise Issue of Equity without Pre-emptive 99.15 0.85 18 Authorise Market Purchase of Ordinary Shares 98.59 1.41 19 Authorise EU Political Donations and 97.21 2.79 Expenditure 20 Adopt Share Value Plan 93.87 6.13 1.1 Elect Director Alan B. Graf, Jr. 97.97 2.02 1.2 Elect Director John C. Lechleiter 98.15 1.84 1.3 Elect Director Michelle A. Peluso 99.66 0.33 2 Advisory to Ratify Named Executive 94.02 5.97 3 Advisory on Say on Pay Frequency One Year No 4 Amend Executive Incentive Bonus Plan 96.79 3.20 5 Report on Political Contributions Disclosure Yes 30.13 69.86 6 Ratify PricewaterhouseCoopers LLP as Auditors 99.15 0.84 1.1 Elect Director James L. Barksdale 98.67 1.32 1.2 Elect Director John A. Edwardson 98.70 1.29 1.3 Elect Director Marvin R. Ellison 99.04 0.95 1.4 Elect Director John C. ("Chris") Inglis 99.36 0.63 1.5 Elect Director Kimberly A. Jabal 99.30 0.69 1.6 Elect Director Shirley Ann Jackson 98.01 1.98 1.7 Elect Director R. Brad Martin 98.97 1.02 1.8 Elect Director Joshua Cooper Ramo 99.36 0.63 1.9 Elect Director Susan C. Schwab 98.87 1.12 1.10 Elect Director Frederick W. Smith Yes 98.33 1.66 1.11 Elect Director David P. Steiner 98.81 1.18 1.12 Elect Director Paul S. Walsh 97.36 2.63 2 Advisory to Ratify Named Executive Yes 95.91 3.85 7/8
3 Advisory on Say on Pay Frequency One Year No 4 Amend Omnibus Stock Plan 94.38 5.39 5 Ratify Ernst & Young LLP as Auditors 98.79 1.08 6 Amend Proxy Access Right Yes 24.44 74.93 7 Report on Lobbying Payments and Policy Yes 24.82 74.40 8 Provide Confidential Running Tallies No 4.09 95.61 On Executive Pay Matters 9 Report on Company Non-Discrimination Policies in States with Pro-Discrimination Laws No 2.46 93.18 Data source: ISS The result of the ballots ( FOR, AGAINST) are not available for all issuers and/or each meeting. Please consider when interpreting the data that in some cases some particular majority quotas apply. 8/8