vote summary report - nmerb 2017 proxy voting report.pdf · 2018-04-10 · 1i elect director lubna...

Vote Summary ReportReporting Period: 04/01/2017 to 06/30/2017

Location(s): All Locations

Institution Account(s): All Institution Accounts

Broadcom Limited

Meeting Date: 04/05/2017

Record Date: 02/08/2017

Country: Singapore

Meeting Type: Annual

Primary Security ID: Y09827109

Ticker: AVGO

Shares Voted: 42,246

Proposal Number ProponentProposal Text Mgmt Rec

VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Hock E. Tan 1a

Mgmt ForForForElect Director James V. Diller 1b

Mgmt ForForForElect Director Lewis C. Eggebrecht 1c

Mgmt ForForForElect Director Kenneth Y. Hao 1d

Mgmt ForForForElect Director Eddy W. Hartenstein 1e

Mgmt ForForForElect Director Check Kian Low 1f

Mgmt ForForForElect Director Donald Macleod 1g

Mgmt ForForForElect Director Peter J. Marks 1h

Mgmt ForForForElect Director Henry Samueli 1i

Mgmt ForForForApprove PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration

2

Mgmt ForForForApprove Issuance of Shares with or without Preemptive Rights

3

Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation

4

Mgmt One YearOne YearOne YearAdvisory Vote on Say on Pay Frequency 5

Carnival Corporation



Country: Panama


Primary Security ID: 143658300

Ticker: CCL



VotingPolicy Rec

Vote Instruction

1 Re-elect Micky Arison as a Director of Carnival Corporation and as a Director of Carnival plc.

Mgmt For For For

Mgmt ForForForRe-elect Jonathon Band as a Director of Carnival Corporation and as a Director of Carnival plc.

2

Mgmt ForForForElect Helen Deeble as a Director of Carnival Corporation and as a Director of Carnival plc.

3






VotingPolicy Rec

Vote Instruction

Mgmt ForForForRe-elect Arnold W. Donald as a Director of Carnival Corporation and as a Director of Carnival plc.

4

Mgmt ForForForRe-elect Richard J. Glasier as a Director of Carnival Corporation and as a Director of Carnival plc.

5

Mgmt ForForForRe-elect Debra Kelly-Ennis as a Director of Carnival Corporation and as a Director of Carnival plc.

6

Mgmt ForForForRe-elect John Parker as a Director of Carnival Corporation and as a Director of Carnival plc.

7

Mgmt ForForForRe-elect Stuart Subotnick as a Director of Carnival Corporation and as a Director of Carnival plc.

8

Mgmt ForForForRe-elect Laura Weil as a Director of Carnival Corporation and as a Director of Carnival plc.

9

Mgmt ForForForRe-elect Randall J. Weisenburger as a Director of Carnival Corporation and as a Director of Carnival plc.

10


11


Mgmt ForForForApprove Directors' Remuneration Report (in accordance with legal requirements applicable to UK companies)

13

Mgmt ForForForApprove Remuneration Policy set out in Section B of Part II of the Carnival plc Directors' Remuneration Report (in accordance with legal requirements applicable to UK companies).

14

Mgmt ForForForReappoint the UK firm of PricewaterhouseCoopers LLP as independent auditors for Carnival plc and ratify the U.S. firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for Carnival Corporation.

15

Mgmt ForForForAuthorize the Audit Committee of Carnival plc to agree the remuneration of the independent auditors of Carnival plc.

16

Mgmt ForForForReceive the UK Accounts and Reports of the Directors and Auditors of Carnival plc for the year ended November 30, 2016 (in accordance with legal requirements applicable to UK companies).

17

Mgmt ForForForAuthorize Issue of Equity with Pre-emptive Rights

18






VotingPolicy Rec

Vote Instruction

Mgmt ForForForAuthorize Issue of Equity without Pre-emptive Rights

19

Mgmt ForForForAuthorize Share Repurchase Program 20

Schlumberger Limited



Country: Curacao



Ticker: SLB



VotingPolicy Rec

Vote Instruction

1a Elect Director Peter L.S. Currie Mgmt For For For

Mgmt ForForForElect Director Miguel M. Galuccio 1b

Mgmt ForForForElect Director V. Maureen Kempston Darkes 1c

Mgmt ForForForElect Director Paal Kibsgaard 1d

Mgmt ForForForElect Director Nikolay Kudryavtsev 1e

Mgmt ForForForElect Director Helge Lund 1f

Mgmt ForForForElect Director Michael E. Marks 1g

Mgmt ForForForElect Director Indra K. Nooyi 1h

Mgmt ForForForElect Director Lubna S. Olayan 1i

Mgmt ForForForElect Director Leo Rafael Reif 1j

Mgmt ForForForElect Director Tore I. Sandvold 1k

Mgmt ForForForElect Director Henri Seydoux 1l


2


Mgmt ForForForAdopt and Approve Financials and Dividends 4

Mgmt ForForForRatify PricewaterhouseCoopers LLP as Auditors

5

Mgmt ForForForApprove Omnibus Stock Plan 6

Mgmt ForForForAmend Employee Stock Purchase Plan 7




The Goodyear Tire & Rubber Company



Country: USA



Ticker: GT



VotingPolicy Rec

Vote Instruction

1a Elect Director William J. Conaty Mgmt For For For

Mgmt ForForForElect Director James A. Firestone 1b

Mgmt ForForForElect Director Werner Geissler 1c

Mgmt ForForForElect Director Peter S. Hellman 1d

Mgmt ForForForElect Director Laurette T. Koellner 1e

Mgmt ForForForElect Director Richard J. Kramer 1f

Mgmt ForForForElect Director W. Alan McCollough 1g

Mgmt ForForForElect Director John E. McGlade 1h

Mgmt ForForForElect Director Michael J. Morell 1i

Mgmt ForForForElect Director Roderick A. Palmore 1j

Mgmt ForForForElect Director Stephanie A. Streeter 1k

Mgmt ForForForElect Director Thomas H. Weidemeyer 1l

Mgmt ForForForElect Director Michael R. Wessel 1m


2




5

SH AgainstAgainstAgainstRequire Independent Board Chairman 6

The Bank of New York Mellon Corporation



Country: USA



Ticker: BK

The Bank of New York Mellon Corporation



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Linda Z. Cook Mgmt For For For

Mgmt ForForForElect Director Nicholas M. Donofrio 1.2

Mgmt ForForForElect Director Joseph J. Echevarria 1.3

Mgmt ForForForElect Director Edward P. Garden 1.4

Mgmt ForForForElect Director Jeffrey A. Goldstein 1.5

Mgmt ForForForElect Director Gerald L. Hassell 1.6

Mgmt ForForForElect Director John M. Hinshaw 1.7

Mgmt ForForForElect Director Edmund F. "Ted" Kelly 1.8

Mgmt ForForForElect Director John A. Luke, Jr. 1.9

Mgmt ForForForElect Director Jennifer B. Morgan 1.10

Mgmt ForForForElect Director Mark A. Nordenberg 1.11

Mgmt ForForForElect Director Elizabeth E. Robinson 1.12

Mgmt ForForForElect Director Samuel C. Scott, III 1.13


2


Mgmt ForForForRatify KPMG LLP as Auditors 4

SH AgainstAgainstAgainstReport on and Assess Proxy Voting Policies in Relation to Climate Change Position

5

Adobe Systems Incorporated



Country: USA


Primary Security ID: 00724F101

Ticker: ADBE



VotingPolicy Rec

Vote Instruction

1a Elect Director Amy Banse Mgmt For For For

Voter Rationale: Votes FOR the director nominees are warranted.




Adobe Systems Incorporated


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Edward Barnholt 1b


Mgmt ForForForElect Director Robert Burgess 1c


Mgmt ForForForElect Director Frank Calderoni 1d


Mgmt ForForForElect Director James Daley 1e


Mgmt ForForForElect Director Laura Desmond 1f


Mgmt ForForForElect Director Charles Geschke 1g


Mgmt ForForForElect Director Shantanu Narayen 1h


Mgmt ForForForElect Director Daniel Rosensweig 1i


Mgmt ForForForElect Director John Warnock 1j


Mgmt ForForForAmend Omnibus Stock Plan 2



4


HP Inc.



Country: USA


Primary Security ID: 40434L105

Ticker: HPQ



VotingPolicy Rec

Vote Instruction

1a Elect Director Aida M. Alvarez Mgmt For For For





HP Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Shumeet Banerji 1b


Mgmt ForForForElect Director Carl Bass 1c


Mgmt ForForForElect Director Robert R. Bennett 1d


Mgmt ForForForElect Director Charles V. Bergh 1e


Mgmt ForForForElect Director Stacy Brown-Philpot 1f


Mgmt ForForForElect Director Stephanie A. Burns 1g


Mgmt ForForForElect Director Mary Anne Citrino 1h


Mgmt ForForForElect Director Stacey Mobley 1i


Mgmt ForForForElect Director Subra Suresh 1j


Mgmt ForForForElect Director Dion J. Weisler 1k


Mgmt ForForForElect Director Margaret C. Whitman 1l


Mgmt ForForForRatify Ernst & Young LLP as Auditors 2


3


Fifth Third Bancorp



Country: USA



Ticker: FITB

Fifth Third Bancorp



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Nicholas K. Akins Mgmt For For For

Voter Rationale: A vote FOR the director nominee(s) is warranted.

Mgmt ForForForElect Director B. Evan Bayh, III 1.2


Mgmt ForForForElect Director Jorge L. Benitez 1.3


Mgmt ForForForElect Director Katherine B. Blackburn 1.4


Mgmt ForForForElect Director Jerry W. Burris 1.5


Mgmt ForForForElect Director Emerson L. Brumback 1.6


Mgmt ForForForElect Director Greg D. Carmichael 1.7


Mgmt ForForForElect Director Gary R. Heminger 1.8


Mgmt ForForForElect Director Jewell D. Hoover 1.9


Mgmt ForForForElect Director Eileen A. Mallesch 1.10


Mgmt ForForForElect Director Michael B. McCallister 1.11


Mgmt ForForForElect Director Marsha C. Williams 1.12


Mgmt ForForForRatify Deloitte & Touche LLP as Auditors 2


3




Lennar Corporation



Country: USA



Ticker: LEN



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Irving Bolotin Mgmt For For For

Mgmt ForForForElect Director Steven L. Gerard 1.2

Mgmt ForForForElect Director Theron I. 'Tig' Gilliam 1.3

Mgmt ForForForElect Director Sherrill W. Hudson 1.4

Mgmt ForForForElect Director Sidney Lapidus 1.5

Mgmt ForForForElect Director Teri P. McClure 1.6

Mgmt ForForForElect Director Stuart Miller 1.7

Mgmt ForForForElect Director Armando Olivera 1.8

Mgmt ForForForElect Director Donna Shalala 1.9

Mgmt ForForForElect Director Jeffrey Sonnenfeld 1.10


Mgmt AgainstAgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation

3

Voter Rationale: A vote AGAINST the proposal is warranted, as CEO pay is not sufficiently aligned with company performance. Annual bonus payouts are uncapped and paid as a percentage of pretax income, resulting in outsized cash awards despite a recent reduction in the payout formula. In addition, performance goals for equity awards are not rigorous or long-term, as they require achievement of only three out of five nine-month goals for awards to be earned in full.


SH ForForAgainstApprove Recapitalization Plan for all Stock to Have One-vote per Share

5

Voter Rationale: A vote FOR the proposal is warranted, as shareholders would benefit from a one-vote, one-share capital structure in which voting interests are better aligned with economic interests.

M&T Bank Corporation



Country: USA



Ticker: MTB



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Brent D. Baird Mgmt For For For

VotingPolicy Rec

Vote Instruction

Voter Rationale: WITHHOLD votes from Melinda Rich for attending less than 75 percent of the board and committee meetings that were scheduled over the past year without a valid excuse. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director C. Angela Bontempo 1.2


Mgmt ForForForElect Director Robert T. Brady 1.3


Mgmt ForForForElect Director T. Jefferson Cunningham, III 1.4


Mgmt ForForForElect Director Gary N. Geisel 1.5


Mgmt ForForForElect Director Richard A. Grossi 1.6


Mgmt ForForForElect Director John D. Hawke, Jr. 1.7


Mgmt ForForForElect Director Newton P.S. Merrill 1.8


Mgmt ForForForElect Director Melinda R. Rich 1.9

Mgmt ForForForElect Director Robert E. Sadler, Jr. 1.10


Mgmt ForForForElect Director Denis J. Salamone 1.11

VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director David S. Scharfstein 1.12


Mgmt ForForForElect Director Herbert L. Washington 1.13


Mgmt ForForForElect Director Robert G. Wilmers 1.14




3


4

Public Service Enterprise Group Incorporated



Country: USA



Ticker: PEG



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Willie A. Deese Mgmt For For For

Voter Rationale: A vote FOR the director nominees is warranted.

Mgmt ForForForElect Director Albert R. Gamper, Jr. 1.2


Mgmt ForForForElect Director William V. Hickey 1.3


Mgmt ForForForElect Director Ralph Izzo 1.4


Mgmt ForForForElect Director Shirley Ann Jackson 1.5




Public Service Enterprise Group Incorporated


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director David Lilley 1.6


Mgmt ForForForElect Director Thomas A. Renyi 1.7


Mgmt ForForForElect Director Hak Cheol (H.C.) Shin 1.8


Mgmt ForForForElect Director Richard J. Swift 1.9


Mgmt ForForForElect Director Susan Tomasky 1.10


Mgmt ForForForElect Director Alfred W. Zollar 1.11



2



U.S. Bancorp



Country: USA



Ticker: USB



VotingPolicy Rec

Vote Instruction

1a Elect Director Douglas M. Baker, Jr. Mgmt For For For

Mgmt ForForForElect Director Warner L. Baxter 1b

Mgmt ForForForElect Director Marc N. Casper 1c

Mgmt ForForForElect Director Andrew Cecere 1d

Mgmt ForForForElect Director Arthur D. Collins, Jr. 1e

Mgmt ForForForElect Director Richard K. Davis 1f

Mgmt ForForForElect Director Kimberly J. Harris 1g

Mgmt ForForForElect Director Roland A. Hernandez 1h




U.S. Bancorp


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Doreen Woo Ho 1i

Mgmt ForForForElect Director Olivia F. Kirtley 1j

Mgmt ForForForElect Director Karen S. Lynch 1k

Mgmt ForForForElect Director David B. O'Maley 1l

Mgmt ForForForElect Director O'dell M. Owens 1m

Mgmt ForForForElect Director Craig D. Schnuck 1n

Mgmt ForForForElect Director Scott W. Wine 1o



3

Voter Rationale: A vote AGAINST this proposal is warranted, as the long-term incentive program raises a number of concerns. Namely, award values were increased during a period of mixed financial performance (and granted at a FY16 low point in the stock price), absolute ROE goals were lowered for the fourth consecutive year, and payouts are based solely on one year of performance.


SH ForForAgainstRequire Independent Board Chairman 5

Voter Rationale: Support FOR this proposal is warranted. The company has underperformed its peers over the previous one, three and five-year periods. Further, the company's lead director may no longer be an effective counterbalance to a former CEO as executive chair and the current CEO.

Whirlpool Corporation



Country: USA



Ticker: WHR

Shares Voted: 8,044


VotingPolicy Rec

Vote Instruction

1a Elect Director Samuel R. Allen Mgmt For For For


Mgmt ForForForElect Director Marc R. Bitzer 1b


Mgmt ForForForElect Director Greg Creed 1c


Mgmt ForForForElect Director Gary T. DiCamillo 1d





Whirlpool Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Diane M. Dietz 1e


Mgmt ForForForElect Director Gerri T. Elliott 1f


Mgmt ForForForElect Director Jeff M. Fettig 1g


Mgmt ForForForElect Director Michael F. Johnston 1h


Mgmt ForForForElect Director John D. Liu 1i


Mgmt ForForForElect Director Harish Manwani 1j


Mgmt ForForForElect Director William D. Perez 1k


Mgmt ForForForElect Director Larry O. Spencer 1l


Mgmt ForForForElect Director Michael D. White 1m



2



AutoNation, Inc.



Country: USA


Primary Security ID: 05329W102

Ticker: AN

Shares Voted: 7,219


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Mike Jackson Mgmt For For For


AutoNation, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Rick L. Burdick 1.2


Mgmt ForForForElect Director Tomago Collins 1.3


Mgmt ForForForElect Director David B. Edelson 1.4


Mgmt ForForForElect Director Karen C. Francis 1.5


Mgmt ForForForElect Director Robert R. Grusky 1.6


Mgmt ForForForElect Director Kaveh Khosrowshahi 1.7


Mgmt ForForForElect Director Michael Larson 1.8


Mgmt ForForForElect Director G. Mike Mikan 1.9


Mgmt ForForForElect Director Alison H. Rosenthal 1.10




3

Mgmt One YearOne YearThree YearsAdvisory Vote on Say on Pay Frequency 4

Voter Rationale: A vote for the adoption of an ANNUAL say-on-pay frequency is warranted.


C. R. Bard, Inc.



Country: USA



Ticker: BCR

Shares Voted: 7,874


VotingPolicy Rec

Vote Instruction

1.1 Elect Director David M. Barrett Mgmt For For For




C. R. Bard, Inc.


VotingPolicy Rec

Vote Instruction


Mgmt ForForForElect Director Robert M. Davis 1.2


Mgmt ForForForElect Director Herbert L. Henkel 1.3


Mgmt ForForForElect Director John C. Kelly 1.4


Mgmt ForForForElect Director David F. Melcher 1.5


Mgmt ForForForElect Director Gail K. Naughton 1.6


Mgmt ForForForElect Director Timothy M. Ring 1.7


Mgmt ForForForElect Director Tommy G. Thompson 1.8


Mgmt ForForForElect Director John H. Weiland 1.9


Mgmt ForForForElect Director Anthony Welters 1.10


Mgmt ForForForElect Director Tony L. White 1.11




3


EQT Corporation



Country: USA



Ticker: EQT




EQT Corporation



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Vicky A. Bailey Mgmt For For For


Mgmt ForForForElect Director Philip G. Behrman 1.2


Mgmt ForForForElect Director Kenneth M. Burke 1.3


Mgmt ForForForElect Director A. Bray Cary, Jr. 1.4


Mgmt ForForForElect Director Margaret K. Dorman 1.5


Mgmt ForForForElect Director David L. Porges 1.6


Mgmt ForForForElect Director James E. Rohr 1.7


Mgmt ForForForElect Director Steven T. Schlotterbeck 1.8


Mgmt ForForForElect Director Stephen A. Thorington 1.9


Mgmt ForForForElect Director Lee T. Todd, Jr. 1.10


Mgmt ForForForElect Director Christine J. Toretti 1.11



2



Teradata Corporation



Country: USA



Ticker: TDC




Teradata Corporation



VotingPolicy Rec

Vote Instruction

1a Elect Director Nancy E. Cooper Mgmt For For For


Mgmt ForForForElect Director Daniel R. Fishback 1b


Mgmt ForForForElect Director David E. Kepler 1c


Mgmt ForForForElect Director William S. Stavropoulos 1d



2



4

The Kraft Heinz Company



Country: USA



Ticker: KHC



VotingPolicy Rec

Vote Instruction

1a Elect Director Gregory E. Abel Mgmt For For For

Mgmt ForForForElect Director Alexandre Behring 1b

Mgmt ForForForElect Director Warren E. Buffett 1c

Mgmt ForForForElect Director John T. Cahill 1d

Mgmt ForForForElect Director Tracy Britt Cool 1e

Mgmt ForForForElect Director Feroz Dewan 1f

Mgmt ForForForElect Director Jeanne P. Jackson 1g

Mgmt ForForForElect Director Jorge Paulo Lemann 1h

Mgmt ForForForElect Director Mackey J. McDonald 1i

Mgmt ForForForElect Director John C. Pope 1j




The Kraft Heinz Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Marcel Herrmann Telles 1k


2


3

SH ForForAgainstReport on Sustainability 4

Voter Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from the information disclosed in a comprehensive sustainability report. Such information would allow shareholders to better evaluate the company's sustainability performance and its management of related risks and opportunities.

SH ForForAgainstAssess Environmental Impact of Non-Recyclable Packaging

5

Voter Rationale: A vote FOR this resolution is warranted, as shareholders would benefit from additional information regarding the company's current packaging reduction and recycling efforts.

SH ForForAgainstReport on Supply Chain Impact on Deforestation

6

Voter Rationale: A vote FOR this resolution is warranted, as shareholders would benefit from additional information on how the company is managing its supply chain's impact on deforestation and associated human rights issues.

The Sherwin-Williams Company



Country: USA



Ticker: SHW

Shares Voted: 8,621


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Arthur F. Anton Mgmt For For For


Mgmt ForForForElect Director David F. Hodnik 1.2


MgmtElect Director Thomas G. Kadien - Withdrawn 1.3


Mgmt ForForForElect Director Richard J. Kramer 1.4


Mgmt ForForForElect Director Susan J. Kropf 1.5





The Sherwin-Williams Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director John G. Morikis 1.6


Mgmt ForForForElect Director Christine A. Poon 1.7


Mgmt ForForForElect Director John M. Stropki 1.8


Mgmt ForForForElect Director Michael H. Thaman 1.9


Mgmt ForForForElect Director Matthew Thornton, III 1.10


Mgmt ForForForElect Director Steven H. Wunning 1.11



2


Mgmt ForForForAmend Executive Incentive Bonus Plan 4



Humana Inc.



Country: USA



Ticker: HUM



VotingPolicy Rec

Vote Instruction

1a Elect Director Kurt J. Hilzinger Mgmt For For For

Mgmt ForForForElect Director Bruce D. Broussard 1b

Mgmt ForForForElect Director Frank A. D'Amelio 1c

Mgmt ForForForElect Director W. Roy Dunbar 1d

Mgmt ForForForElect Director David A. Jones, Jr. 1e

Mgmt ForForForElect Director William J. McDonald 1f

Humana Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director William E. Mitchell 1g

Mgmt ForForForElect Director David B. Nash 1h

Mgmt ForForForElect Director James J. O'Brien 1i

Mgmt ForForForElect Director Marissa T. Peterson 1j


2


3


SH ForForAgainstAdopt Proxy Access Right 5

Voter Rationale: A vote FOR this proposal is warranted, as adoption of proxy access will enhance shareholders' rights and the proposal includes appropriate safeguards.

Huntington Bancshares Incorporated



Country: USA



Ticker: HBAN



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Lizabeth Ardisana Mgmt For For For

Voter Rationale: A vote FOR all director nominees is warranted.

Mgmt ForForForElect Director Ann B. "Tanny" Crane 1.2


Mgmt ForForForElect Director Robert S. Cubbin 1.3


Mgmt ForForForElect Director Steven G. Elliott 1.4


Mgmt ForForForElect Director Michael J. Endres 1.5


Mgmt ForForForElect Director Gina D. France 1.6




Huntington Bancshares Incorporated


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director J. Michael Hochschwender 1.7


Mgmt ForForForElect Director Chris Inglis 1.8


Mgmt ForForForElect Director Peter J. Kight 1.9


Mgmt ForForForElect Director Jonathan A. Levy 1.10


Mgmt ForForForElect Director Eddie R. Munson 1.11


Mgmt ForForForElect Director Richard W. Neu 1.12


Mgmt ForForForElect Director David L. Porteous 1.13


Mgmt ForForForElect Director Kathleen H. Ransier 1.14


Mgmt ForForForElect Director Stephen D. Steinour 1.15



2


3


Intuitive Surgical, Inc.



Country: USA


Primary Security ID: 46120E602

Ticker: ISRG

Shares Voted: 4,088


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Craig H. Barratt Mgmt For For For


Intuitive Surgical, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Michael A. Friedman 1.2


Mgmt ForForForElect Director Gary S. Guthart 1.3


Mgmt ForForForElect Director Amal M. Johnson 1.4


Mgmt ForForForElect Director Keith R. Leonard, Jr. 1.5


Mgmt ForForForElect Director Alan J. Levy 1.6


Mgmt ForForForElect Director Jami Dover Nachtsheim 1.7


Mgmt ForForForElect Director Mark J. Rubash 1.8


Mgmt ForForForElect Director Lonnie M. Smith 1.9



2



4

Mgmt ForForForAmend Qualified Employee Stock Purchase Plan

5

Mgmt AgainstAgainstForAmend Omnibus Stock Plan 6

Voter Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factor(s): * Plan cost is excessive * Three-year average burn rate is excessive * The plan allows broad discretion to accelerate vesting

J.B. Hunt Transport Services, Inc.



Country: USA



Ticker: JBHT





Shares Voted: 9,000


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Douglas G. Duncan Mgmt For Refer Against

Voter Rationale: A vote AGAINST audit committee members James Robo, Douglas Duncan and Sharilyn Gasaway is warranted

for approving an excessive amount of non-audit related services by the company's auditor in the last year, which increases the

potential for a conflict of interest. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Francesca M. Edwardson 1.2




Mgmt ForForForElect Director Wayne Garrison 1.3




Mgmt AgainstReferForElect Director Sharilyn S. Gasaway 1.4




Mgmt ForForForElect Director Gary C. George 1.5




Mgmt ForForForElect Director J. Bryan Hunt, Jr. 1.6









VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Coleman H. Peterson 1.7




Mgmt ForForForElect Director John N. Roberts, III 1.8




Mgmt AgainstReferForElect Director James L. Robo 1.9




Mgmt ForForForElect Director Kirk Thompson 1.10





Voter Rationale: Based on an analysis of the plan amendments, a vote FOR this proposal is warranted.


3

Voter Rationale: Although there are some concerns raised regarding incentive design and lack of goal disclosure, pay and performance appear to be reasonably aligned at this time. Therefore, a vote FOR this proposal is warranted.


Voter Rationale: A vote for the adoption of an ANNUAL say-on-pay frequency is warranted.

Mgmt AgainstForForRatify Ernst & Young LLP as Auditors 5

Voter Rationale: A vote AGAINST the ratification of the company's auditor is warranted given that the non-audit fees were 50.64 percent of the total fees received by the auditor during the last fiscal year, raising substantial doubts over the independence of the auditor.

SH ForForAgainstReport on Political Contributions 6

Voter Rationale: A vote FOR this resolution is warranted, as increased disclosure of the company's expenditures and oversight mechanisms regarding its political contributions and participation in trade associations would allow shareholders to better assess the company's management of related risks and opportunities.




Kimberly-Clark Corporation



Country: USA



Ticker: KMB



VotingPolicy Rec

Vote Instruction

1.1 Elect Director John F. Bergstrom Mgmt For For For


Mgmt ForForForElect Director Abelardo E. Bru 1.2


Mgmt ForForForElect Director Robert W. Decherd 1.3


Mgmt ForForForElect Director Thomas J. Falk 1.4


Mgmt ForForForElect Director Fabian T. Garcia 1.5


Mgmt ForForForElect Director Michael D. Hsu 1.6


Mgmt ForForForElect Director Mae C. Jemison 1.7


Mgmt ForForForElect Director James M. Jenness 1.8


Mgmt ForForForElect Director Nancy J. Karch 1.9


Mgmt ForForForElect Director Christa S. Quarles 1.10


Mgmt ForForForElect Director Ian C. Read 1.11


Mgmt ForForForElect Director Marc J. Shapiro 1.12


Mgmt ForForForElect Director Michael D. White 1.13




3




Kimberly-Clark Corporation


VotingPolicy Rec

Vote Instruction


Newmont Mining Corporation



Country: USA



Ticker: NEM



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Gregory H. Boyce Mgmt For For For

Mgmt ForForForElect Director Bruce R. Brook 1.2

Mgmt ForForForElect Director J. Kofi Bucknor 1.3

Mgmt ForForForElect Director Vincent A. Calarco 1.4

Mgmt ForForForElect Director Joseph A. Carrabba 1.5

Mgmt ForForForElect Director Noreen Doyle 1.6

Mgmt ForForForElect Director Gary J. Goldberg 1.7

Mgmt ForForForElect Director Veronica M. Hagen 1.8

Mgmt ForForForElect Director Jane Nelson 1.9

Mgmt ForForForElect Director Julio M. Quintana 1.10



3

Voter Rationale: A vote AGAINST this proposal is warranted. The CEO's fixed pay and incentive opportunities increased following significant stock price decline, and the short-term incentive regularly provides above-target awards even in consecutive years of shareholder losses. More concerning, however, is the design of executives' equity incentives, which provide for vesting at target for a three-year flat stock price. Finally, two special one-time equity awards lack performance criteria.


SH ForForAgainstReport on Human Rights Risk Assessment Process

5

Voter Rationale: A vote FOR this proposal is warranted, as the company could provide additional information regarding the implementation of human rights impact assessments throughout its entire operations and supply chain.




People's United Financial, Inc.



Country: USA



Ticker: PBCT



VotingPolicy Rec

Vote Instruction

1a Elect Director John P. Barnes Mgmt For For For

Mgmt ForForForElect Director Collin P. Baron 1b

Mgmt ForForForElect Director Kevin T. Bottomley 1c

Mgmt ForForForElect Director George P. Carter 1d

Mgmt ForForForElect Director William F. Cruger, Jr. 1e

Mgmt ForForForElect Director John K. Dwight 1f

Mgmt ForForForElect Director Jerry Franklin 1g

Mgmt ForForForElect Director Janet M. Hansen 1h

Mgmt ForForForElect Director Nancy McAllister 1i

Mgmt ForForForElect Director Mark W. Richards 1j

Mgmt ForForForElect Director Kirk W. Walters 1k


2


Mgmt ForForForApprove Executive Incentive Bonus Plan 4


Mgmt ForForForAmend Certificate of Incorporation Concerning Shareholder Nominations and Proposals

6


PPG Industries, Inc.



Country: USA



Ticker: PPG



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Stephen F. Angel Mgmt For For For




PPG Industries, Inc.


VotingPolicy Rec

Vote Instruction


Mgmt ForForForElect Director Hugh Grant 1.2


Mgmt ForForForElect Director Melanie L. Healey 1.3


Mgmt ForForForElect Director Michele J. Hooper 1.4



2



4

Regions Financial Corporation



Country: USA


Primary Security ID: 7591EP100

Ticker: RF



VotingPolicy Rec

Vote Instruction

1a Elect Director Carolyn H. Byrd Mgmt For For For


Mgmt ForForForElect Director David J. Cooper, Sr. 1b


Mgmt ForForForElect Director Don DeFosset 1c


Mgmt ForForForElect Director Samuel A. Di Piazza, Jr. 1d


Mgmt ForForForElect Director Eric C. Fast 1e


Mgmt ForForForElect Director O. B. Grayson Hall, Jr. 1f





Regions Financial Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director John D. Johns 1g


Mgmt ForForForElect Director Ruth Ann Marshall 1h


Mgmt ForForForElect Director Susan W. Matlock 1i


Mgmt ForForForElect Director John E. Maupin, Jr. 1j


Mgmt ForForForElect Director Charles D. McCrary 1k


Mgmt ForForForElect Director James T. Prokopanko 1l


Mgmt ForForForElect Director Lee J. Styslinger, III 1m


Mgmt ForForForElect Director Jose S. Suquet 1n




3

Stanley Black & Decker, Inc.



Country: USA



Ticker: SWK



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Andrea J. Ayers Mgmt For For For

Mgmt ForForForElect Director George W. Buckley 1.2

Mgmt ForForForElect Director Patrick D. Campbell 1.3

Mgmt ForForForElect Director Carlos M. Cardoso 1.4

Mgmt ForForForElect Director Robert B. Coutts 1.5




Stanley Black & Decker, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Debra A. Crew 1.6

Mgmt ForForForElect Director Michael D. Hankin 1.7

Mgmt ForForForElect Director James M. Loree 1.8

Mgmt ForForForElect Director Marianne M. Parrs 1.9

Mgmt ForForForElect Director Robert L. Ryan 1.10



3



Texas Instruments Incorporated



Country: USA



Ticker: TXN



VotingPolicy Rec

Vote Instruction

1a Elect Director Ralph W. Babb, Jr. Mgmt For For For


Mgmt ForForForElect Director Mark A. Blinn 1b


Mgmt ForForForElect Director Todd M. Bluedorn 1c


Mgmt ForForForElect Director Daniel A. Carp 1d


Mgmt ForForForElect Director Janet F. Clark 1e


Mgmt ForForForElect Director Carrie S. Cox 1f


Mgmt ForForForElect Director Jean M. Hobby 1g





Texas Instruments Incorporated


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Ronald Kirk 1h


Mgmt ForForForElect Director Pamela H. Patsley 1i


Mgmt ForForForElect Director Robert E. Sanchez 1j


Mgmt ForForForElect Director Wayne R. Sanders 1k


Mgmt ForForForElect Director Richard K. Templeton 1l



2



The AES Corporation



Country: USA


Primary Security ID: 00130H105

Ticker: AES



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Andres R. Gluski Mgmt For For For

Mgmt ForForForElect Director Charles L. Harrington 1.2

Mgmt ForForForElect Director Kristina M. Johnson 1.3

Mgmt ForForForElect Director Tarun Khanna 1.4

Mgmt ForForForElect Director Holly K. Koeppel 1.5

Mgmt ForForForElect Director James H. Miller 1.6

Mgmt ForForForElect Director John B. Morse, Jr. 1.7

Mgmt ForForForElect Director Moises Naim 1.8

Mgmt ForForForElect Director Charles O. Rossotti 1.9


2

The AES Corporation


VotingPolicy Rec

Vote Instruction



SH ForForAgainstAmend Proxy Access Right 5

Voter Rationale: On balance, the proposed amendments would enhance the company's existing right for shareholders while maintaining safeguards on the nomination process. As such, a vote FOR this proposal is warranted.

SH ForForAgainstAssess Impact of a 2 Degree Scenario 6

Voter Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from additional information about the impact that climate change regulations might have on the company and its operations, and the actions that the company is taking to mitigate these risks.

FLIR Systems, Inc.



Country: USA



Ticker: FLIR



VotingPolicy Rec

Vote Instruction

1a Elect Director John D. Carter Mgmt For For For

Voter Rationale: Votes FOR the director nominee are warranted.

Mgmt ForForForElect Director William W. Crouch 1b


Mgmt ForForForElect Director Catherine A. Halligan 1c


Mgmt ForForForElect Director Earl R. Lewis 1d


Mgmt ForForForElect Director Angus L. Macdonald 1e


Mgmt ForForForElect Director Michael T. Smith 1f


Mgmt ForForForElect Director Cathy A. Stauffer 1g


Mgmt ForForForElect Director Andrew C. Teich 1h




FLIR Systems, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director John W. Wood, Jr. 1i


Mgmt ForForForElect Director Steven E. Wynne 1j





4


Wynn Resorts, Limited



Country: USA



Ticker: WYNN

Shares Voted: 8,194


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Robert J. Miller Mgmt For For For

Mgmt ForForForElect Director Clark T. Randt, Jr. 1.2

Mgmt ForForForElect Director D. Boone Wayson 1.3



3

Voter Rationale: A vote AGAINST the proposal is warranted. CEO pay has increased significantly, driven by large payouts under the annual incentive program and despite long-term underperformance. Equity awards lack long-term performance conditions or vesting conditions, resulting in an over-emphasis on short-term results. Additionally, the company recently amended two employment agreements containing excise tax gross-ups.




Voter Rationale: A vote FOR this resolution is warranted, as the company could provide more comprehensive disclosure regarding its trade association memberships, payments, and related oversight mechanisms.




Genuine Parts Company



Country: USA



Ticker: GPC



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Elizabeth W. Camp Mgmt For For For


Mgmt ForForForElect Director Paul D. Donahue 1.2


Mgmt ForForForElect Director Gary P. Fayard 1.3


Mgmt ForForForElect Director Thomas C. Gallagher 1.4


Mgmt ForForForElect Director John R. Holder 1.5


Mgmt ForForForElect Director Donna W. Hyland 1.6


Mgmt ForForForElect Director John D. Johns 1.7


Mgmt ForForForElect Director Robert C. 'Robin' Loudermilk, Jr.

1.8


Mgmt ForForForElect Director Wendy B. Needham 1.9


Mgmt ForForForElect Director Jerry W. Nix 1.10


Mgmt ForForForElect Director E. Jenner Wood, III 1.11



2






Honeywell International Inc.



Country: USA



Ticker: HON



VotingPolicy Rec

Vote Instruction

1A Elect Director Darius Adamczyk Mgmt For For For

Mgmt ForForForElect Director William S. Ayer 1B

Mgmt ForForForElect Director Kevin Burke 1C

Mgmt ForForForElect Director Jaime Chico Pardo 1D

Mgmt ForForForElect Director David M. Cote 1E

Mgmt ForForForElect Director D. Scott Davis 1F

Mgmt ForForForElect Director Linnet F. Deily 1G

Mgmt ForForForElect Director Judd Gregg 1H

Mgmt ForForForElect Director Clive Hollick 1I

Mgmt ForForForElect Director Grace D. Lieblein 1J

Mgmt ForForForElect Director George Paz 1K

Mgmt ForForForElect Director Bradley T. Sheares 1L

Mgmt ForForForElect Director Robin L. Washington 1M



3



Voter Rationale: A vote FOR this proposal is warranted given that a policy that the board chair should be independent is likely to promote robust oversight of management, and the impending leadership transition offers an opportunity to move to an independent chair without diminishing the authority of a current chairman.

SH ForForAgainstPolitical Lobbying Disclosure 6

Voter Rationale: A vote FOR this resolution is warranted, as additional information regarding the company's trade association activities and lobbying-related expenditures would be a benefit to shareholders.

United Technologies Corporation



Country: USA



Ticker: UTX







VotingPolicy Rec

Vote Instruction

1a Elect Director Lloyd J. Austin, III Mgmt For For For

Voter Rationale: Vote AGAINST Marshall Larsen for serving as a non-independent member of a key board committee. A vote FOR the remaining directors is warranted.

Mgmt ForForForElect Director Diane M. Bryant 1b


Mgmt ForForForElect Director John V. Faraci 1c


Mgmt ForForForElect Director Jean-Pierre Garnier 1d


Mgmt ForForForElect Director Gregory J. Hayes 1e


Mgmt ForForForElect Director Edward A. Kangas 1f


Mgmt ForForForElect Director Ellen J. Kullman 1g


Mgmt AgainstReferForElect Director Marshall O. Larsen 1h


Mgmt ForForForElect Director Harold McGraw, III 1i


Mgmt ForForForElect Director Fredric G. Reynolds 1j


Mgmt ForForForElect Director Brian C. Rogers 1k


Mgmt ForForForElect Director Christine Todd Whitman 1l







VotingPolicy Rec

Vote Instruction


2

Voter Rationale: A vote FOR this proposal to ratify the auditor is warranted.


3

Voter Rationale: A vote FOR this proposal is warranted, as pay and performance are reasonably aligned at this time.



Weingarten Realty Investors



Country: USA



Ticker: WRI



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Andrew M. Alexander Mgmt For For For


Mgmt ForForForElect Director Standford Alexander 1.2


Mgmt ForForForElect Director Shelagmichael Brown 1.3


Mgmt ForForForElect Director James W. Crownover 1.4


Mgmt ForForForElect Director Stephen A. Lasher 1.5


Mgmt ForForForElect Director Thomas L. Ryan 1.6


Mgmt ForForForElect Director Douglas W. Schnitzer 1.7


Mgmt ForForForElect Director C. Park Shaper 1.8


Weingarten Realty Investors


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Marc J. Shapiro 1.9




3


American Electric Power Company, Inc.



Country: USA



Ticker: AEP



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Nicholas K. Akins Mgmt For For For

Voter Rationale: A vote FOR the director nominee is warranted.

Mgmt ForForForElect Director David J. Anderson 1.2


Mgmt ForForForElect Director J. Barnie Beasley, Jr. 1.3


Mgmt ForForForElect Director Ralph D. Crosby, Jr. 1.4


Mgmt ForForForElect Director Linda A. Goodspeed 1.5


Mgmt ForForForElect Director Thomas E. Hoaglin 1.6


Mgmt ForForForElect Director Sandra Beach Lin 1.7


Mgmt ForForForElect Director Richard C. Notebaert 1.8


Mgmt ForForForElect Director Lionel L. Nowell, III 1.9




American Electric Power Company, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Stephen S. Rasmussen 1.10


Mgmt ForForForElect Director Oliver G. Richard, III 1.11


Mgmt ForForForElect Director Sara Martinez Tucker 1.12




3


4


Apartment Investment and Management Company



Country: USA


Primary Security ID: 03748R101

Ticker: AIV



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Terry Considine Mgmt For For For


Mgmt ForForForElect Director Thomas L. Keltner 1.2


Mgmt ForForForElect Director J. Landis Martin 1.3


Mgmt ForForForElect Director Robert A. Miller 1.4


Mgmt ForForForElect Director Kathleen M. Nelson 1.5


Mgmt ForForForElect Director Michael A. Stein 1.6





Apartment Investment and Management Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Nina A. Tran 1.7




3


BB&T Corporation



Country: USA



Ticker: BBT



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Jennifer S. Banner Mgmt For For For

Mgmt ForForForElect Director K. David Boyer, Jr. 1.2

Mgmt ForForForElect Director Anna R. Cablik 1.3

Mgmt ForForForElect Director James A. Faulkner 1.4

Mgmt ForForForElect Director I. Patricia Henry 1.5

Mgmt ForForForElect Director Eric C. Kendrick 1.6

Mgmt ForForForElect Director Kelly S. King 1.7

Mgmt ForForForElect Director Louis B. Lynn 1.8

Mgmt ForForForElect Director Charles A. Patton 1.9

Mgmt ForForForElect Director Nido R. Qubein 1.10

Mgmt ForForForElect Director William J. Reuter 1.11

Mgmt ForForForElect Director Tollie W. Rich, Jr. 1.12

Mgmt ForForForElect Director Christine Sears 1.13

Mgmt ForForForElect Director Thomas E. Skains 1.14

Mgmt ForForForElect Director Thomas N. Thompson 1.15

Mgmt ForForForElect Director Stephen T. Williams 1.16


2




BB&T Corporation


VotingPolicy Rec

Vote Instruction


3



SH ForForAgainstReduce Supermajority Vote Requirement 6

Voter Rationale: A vote FOR this proposal is warranted given that elimination of supermajority vote requirements would enhance shareholder rights.

Centene Corporation



Country: USA


Primary Security ID: 15135B101

Ticker: CNC



VotingPolicy Rec

Vote Instruction

1A Elect Director Michael F. Neidorff Mgmt For For For


Mgmt ForForForElect Director Robert K. Ditmore 1B


Mgmt ForForForElect Director Richard A. Gephardt 1C



2




Charter Communications, Inc.



Country: USA


Primary Security ID: 16119P108

Ticker: CHTR







VotingPolicy Rec

Vote Instruction

1a Elect Director W. Lance Conn Mgmt For For For

Voter Rationale: A vote AGAINST Gregory Maffei is warranted for serving on more than three public boards while serving as a CEO of an outside company. A Vote AGAINST John Malone is warranted for serving as a director on more than five public company boards. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Kim C. Goodman 1b


Mgmt ForForForElect Director Craig A. Jacobson 1c


Mgmt AgainstReferForElect Director Gregory B. Maffei 1d


Mgmt AgainstReferForElect Director John C. Malone 1e


Mgmt ForForForElect Director John D. Markley, Jr. 1f


Mgmt ForForForElect Director David C. Merritt 1g


Mgmt ForForForElect Director Steven A. Miron 1h


Mgmt ForForForElect Director Balan Nair 1i


Mgmt ForForForElect Director Michael Newhouse 1j







VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Mauricio Ramos 1k


Mgmt ForForForElect Director Thomas M. Rutledge 1l


Mgmt ForForForElect Director Eric L. Zinterhofer 1m



2

Voter Rationale: A vote AGAINST this proposal is warranted. While 2016 equity awards are entirely performance-conditioned and have rigorous stock price appreciation goals, the aggregate magnitude of the awards is excessive. Moreover, the CEO's equity may continue to vest for two years following termination of employment.


Voter Rationale: A vote for the adoption of a ONE-YEAR say-on-pay frequency is warranted.




Voter Rationale: A vote FOR this proposal is warranted, as adoption of proxy access will enhance shareholder rights and the proposal includes appropriate safeguards.

Citigroup Inc.



Country: USA



Ticker: C



VotingPolicy Rec

Vote Instruction

1a Elect Director Michael L. Corbat Mgmt For For For

Mgmt ForForForElect Director Ellen M. Costello 1b

Mgmt ForForForElect Director Duncan P. Hennes 1c

Mgmt ForForForElect Director Peter B. Henry 1d

Mgmt ForForForElect Director Franz B. Humer 1e




Citigroup Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Renee J. James 1f

Mgmt ForForForElect Director Eugene M. McQuade 1g

Mgmt ForForForElect Director Michael E. O'Neill 1h

Mgmt ForForForElect Director Gary M. Reiner 1i

Mgmt ForForForElect Director Anthony M. Santomero 1j

Mgmt ForForForElect Director Diana L. Taylor 1k

Mgmt ForForForElect Director William S. Thompson, Jr. 1l

Mgmt ForForForElect Director James S. Turley 1m

Mgmt ForForForElect Director Deborah C. Wright 1n

Mgmt ForForForElect Director Ernesto Zedillo Ponce de Leon 1o



3


SH AgainstAgainstAgainstDemonstrate No Gender Pay Gap 5

SH AgainstAgainstAgainstAppoint a Stockholder Value Committee 6

SH ForForAgainstReport on Lobbying Payments and Policy 7

Voter Rationale: A vote FOR this resolution is warranted, as additional information on the company's trade association membership, payments, and executive-level oversight, along with direct lobbying expenditures, would enable shareholders to better assess the company's comprehensive lobbying-related activities and management of related risks and opportunities.

SH AgainstAgainstAgainstClaw-back of Payments under Restatements 8

SH ForForAgainstLimit/Prohibit Accelerated Vesting of Awards 9

Voter Rationale: A vote FOR this proposal is warranted, as shareholders should not have to incur the costs associated with an executive's personal decision to enter government service. Further, policies providing for special compensation arrangements to enter into government service are uncommon, and the proposal is sufficiently tailored to address concerns.

Comerica Incorporated



Country: USA



Ticker: CMA



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Ralph W. Babb, Jr. Mgmt For For For




Comerica Incorporated


VotingPolicy Rec

Vote Instruction


Mgmt ForForForElect Director Michael E. Collins 1.2


Mgmt ForForForElect Director Roger A. Cregg 1.3


Mgmt ForForForElect Director T. Kevin DeNicola 1.4


Mgmt ForForForElect Director Jacqueline P. Kane 1.5


Mgmt ForForForElect Director Richard G. Lindner 1.6


Mgmt ForForForElect Director Alfred A. Piergallini 1.7


Mgmt ForForForElect Director Robert S. Taubman 1.8


Mgmt ForForForElect Director Reginald M. Turner, Jr. 1.9


Mgmt ForForForElect Director Nina G. Vaca 1.10


Mgmt ForForForElect Director Michael G. Van de Ven 1.11




3


Cousins Properties Incorporated



Country: USA



Ticker: CUZ




Cousins Properties Incorporated



VotingPolicy Rec

Vote Instruction

1a Elect Director Charles T. Cannada Mgmt For For For

Mgmt ForForForElect Director Edward M. Casal 1b

Mgmt ForForForElect Director Robert M. Chapman 1c

Mgmt ForForForElect Director Lawrence L. Gellerstedt, III 1d

Mgmt ForForForElect Director Lillian C. Giornelli 1e

Mgmt ForForForElect Director S. Taylor Glover 1f

Mgmt ForForForElect Director Donna W. Hyland 1g

Mgmt ForForForElect Director Brenda J. Mixson 1h


2



Exelon Corporation



Country: USA


Primary Security ID: 30161N101

Ticker: EXC



VotingPolicy Rec

Vote Instruction

1a Elect Director Anthony K. Anderson Mgmt For For For


Mgmt ForForForElect Director Ann C. Berzin 1b


Mgmt ForForForElect Director Christopher M. Crane 1c


Mgmt ForForForElect Director Yves C. de Balmann 1d


Mgmt ForForForElect Director Nicholas DeBenedictis 1e





Exelon Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Nancy L. Gioia 1f


Mgmt ForForForElect Director Linda P. Jojo 1g


Mgmt ForForForElect Director Paul L. Joskow 1h


Mgmt ForForForElect Director Robert J. Lawless 1i


Mgmt ForForForElect Director Richard W. Mies 1j


Mgmt ForForForElect Director John W. Rogers, Jr. 1k


Mgmt ForForForElect Director Mayo A. Shattuck, III 1l


Mgmt ForForForElect Director Stephen D. Steinour 1m



2


3


Fastenal Company



Country: USA



Ticker: FAST



VotingPolicy Rec

Vote Instruction

1a Elect Director Willard D. Oberton Mgmt For For For


Mgmt ForForForElect Director Michael J. Ancius 1b


Fastenal Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Michael J. Dolan 1c


Mgmt ForForForElect Director Stephen L. Eastman 1d


Mgmt ForForForElect Director Daniel L. Florness 1e


Mgmt ForForForElect Director Rita J. Heise 1f


Mgmt ForForForElect Director Darren R. Jackson 1g


Mgmt ForForForElect Director Daniel L. Johnson 1h


Mgmt ForForForElect Director Scott A. Satterlee 1i


Mgmt ForForForElect Director Reyne K. Wisecup 1j





4


FMC Corporation



Country: USA



Ticker: FMC



VotingPolicy Rec

Vote Instruction

1a Elect Director Pierre Brondeau Mgmt For For For

Voter Rationale: A vote FOR all directors is warranted; however, that support comes with caution for compensation committee members, given that the changes made following last year's failed say-on-pay vote could have been more robust.




FMC Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Eduardo E. Cordeiro 1b


Mgmt ForForForElect Director G. Peter D'Aloia 1c


Mgmt ForForForElect Director C. Scott Greer 1d


Mgmt ForForForElect Director K'Lynne Johnson 1e


Mgmt ForForForElect Director Dirk A. Kempthorne 1f


Mgmt ForForForElect Director Paul J. Norris 1g


Mgmt ForForForElect Director Margareth Ovrum 1h


Mgmt ForForForElect Director Robert C. Pallash 1i


Mgmt ForForForElect Director William H. Powell 1j


Mgmt ForForForElect Director Vincent R. Volpe, Jr. 1k



FMC Corporation


VotingPolicy Rec

Vote Instruction


3

Voter Rationale: A vote AGAINST this proposal is warranted. Amid poor relative financial performance in key measures, annual cash incentives were earned above target despite goals that were lowered below results achieved the prior fiscal year. Further, the size of the CEO's equity grant is concerning, as is the structure of the TSR component of the long-term incentive. Finally, while the company attempted to address shareholder concerns following a failed say-on-pay vote, a primary driver of the low vote was not fully addressed.



Hanesbrands Inc.



Country: USA



Ticker: HBI



VotingPolicy Rec

Vote Instruction

1a Elect Director Gerald W. Evans, Jr. Mgmt For For For


Mgmt ForForForElect Director Bobby J. Griffin 1b


Mgmt ForForForElect Director James C. Johnson 1c


Mgmt ForForForElect Director Jessica T. Mathews 1d


Mgmt ForForForElect Director Franck J. Moison 1e


Mgmt ForForForElect Director Robert F. Moran 1f


Mgmt ForForForElect Director Ronald L. Nelson 1g


Mgmt ForForForElect Director Richard A. Noll 1h


Mgmt ForForForElect Director David V. Singer 1i




Hanesbrands Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Ann E. Ziegler 1j



2


3


International Business Machines Corporation



Country: USA



Ticker: IBM



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Kenneth I. Chenault Mgmt For For For

Mgmt ForForForElect Director Michael L. Eskew 1.2

Mgmt ForForForElect Director David N. Farr 1.3

Mgmt ForForForElect Director Mark Fields 1.4

Mgmt ForForForElect Director Alex Gorsky 1.5

Mgmt ForForForElect Director Shirley Ann Jackson 1.6

Mgmt ForForForElect Director Andrew N. Liveris 1.7

Mgmt ForForForElect Director W. James McNerney, Jr. 1.8

Mgmt ForForForElect Director Hutham S. Olayan 1.9

Mgmt ForForForElect Director James W. Owens 1.10

Mgmt ForForForElect Director Virginia M. Rometty 1.11

Mgmt ForForForElect Director Sidney Taurel 1.12

Mgmt ForForForElect Director Peter R. Voser 1.13


2




International Business Machines Corporation


VotingPolicy Rec

Vote Instruction


3

Voter Rationale: A vote AGAINST this proposal is warranted. Total CEO pay increased substantially due to a one-time option award made in addition to routine compensation. Concerns regarding the design of the award are exacerbated by its significant size. Further, previous concerns persist: the CEO's award opportunities remain relatively high and specific performance targets under both the annual and long-term incentive plans are not disclosed, which severely impedes shareholders' ability to assess the rigor of those programs.



Voter Rationale: A vote FOR this resolution is warranted, as additional information on the company's trade association activities, payments, and related oversight mechanisms would allow shareholders to comprehensively understand the company's management of its lobbying activities and any related risks and benefits.

SH ForForAgainstReduce Ownership Threshold for Shareholders to Call Special Meeting

6

Voter Rationale: A vote FOR this proposal is warranted because a 10 percent threshold is more reasonable given the company's ownership structure.



Kimco Realty Corporation



Country: USA



Ticker: KIM



VotingPolicy Rec

Vote Instruction

1a Elect Director Milton Cooper Mgmt For For For

Voter Rationale: Vote AGAINST Richard Saltzman for serving on more than three public boards while serving as a CEO of an outside company. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Philip E. Coviello 1b


Mgmt ForForForElect Director Richard G. Dooley 1c


Mgmt ForForForElect Director Conor C. Flynn 1d





Kimco Realty Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Joe Grills 1e


Mgmt ForForForElect Director Frank Lourenso 1f


Mgmt ForForForElect Director Colombe M. Nicholas 1g


Mgmt ForForForElect Director Mary Hogan Preusse 1h


Mgmt AgainstReferForElect Director Richard B. Saltzman 1i



2

Voter Rationale: A vote FOR this proposal is warranted. Though the company's compensation program raises some concerns, executive compensation and company performance are reasonably aligned for the year under review.




4


Moody's Corporation



Country: USA



Ticker: MCO



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Basil L. Anderson Mgmt For For For


Mgmt ForForForElect Director Jorge A. Bermudez 1.2





Moody's Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Darrell Duffie 1.3


Mgmt ForForForElect Director Kathryn M. Hill 1.4


Mgmt ForForForElect Director Ewald Kist 1.5


Mgmt ForForForElect Director Raymond W. McDaniel, Jr. 1.6


Mgmt ForForForElect Director Henry A. McKinnell, Jr. 1.7


Mgmt ForForForElect Director Leslie F. Seidman 1.8


Mgmt ForForForElect Director Bruce Van Saun 1.9




3


Noble Energy, Inc.



Country: USA



Ticker: NBL



VotingPolicy Rec

Vote Instruction

1a Elect Director Jeffrey L. Berenson Mgmt For For For

Voter Rationale: A vote AGAINST James Craddock is warranted for serving as a non-independent member of a key board committee. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Michael A. Cawley 1b





Noble Energy, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Edward F. Cox 1c


Mgmt AgainstReferForElect Director James E. Craddock 1d


Mgmt ForForForElect Director Thomas J. Edelman 1e


Mgmt ForForForElect Director Kirby L. Hedrick 1f


Mgmt ForForForElect Director David L. Stover 1g


Mgmt ForForForElect Director Scott D. Urban 1h


Mgmt ForForForElect Director William T. Van Kleef 1i


Mgmt ForForForElect Director Molly K. Williamson 1j





3

Voter Rationale: A vote FOR this proposal is warranted, as pay and performance appear reasonably aligned at this time.




Voter Rationale: Based on the Equity Plan Score Card evaluation (EPSC), a vote FOR this proposal is warranted.

SH ForForAgainstAssess Portfolio Impacts of Policies to Meet 2 Degree Scenario

6

Voter Rationale: A vote FOR this proposal is warranted because the company does not disclose the impact that climate change regulations and a reduced oil demand scenario might have on the company and its operations, nor does it discuss the actions that it is taking to mitigate these risks.




Northern Trust Corporation



Country: USA



Ticker: NTRS



VotingPolicy Rec

Vote Instruction

1a Elect Director Linda Walker Bynoe Mgmt For For For


Mgmt ForForForElect Director Susan Crown 1b


Mgmt ForForForElect Director Dean M. Harrison 1c


Mgmt ForForForElect Director Jay L. Henderson 1d


Mgmt ForForForElect Director Michael G. O'Grady 1e


Mgmt ForForForElect Director Jose Luis Prado 1f


Mgmt ForForForElect Director Thomas E. Richards 1g


Mgmt ForForForElect Director John W. Rowe 1h


Mgmt ForForForElect Director Martin P. Slark 1i


Mgmt ForForForElect Director David H. B. Smith, Jr. 1j


Mgmt ForForForElect Director Donald Thompson 1k


Mgmt ForForForElect Director Charles A. Tribbett, III 1l


Mgmt ForForForElect Director Frederick H. Waddell 1m



2





Northern Trust Corporation


VotingPolicy Rec

Vote Instruction



PACCAR Inc



Country: USA



Ticker: PCAR



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Beth E. Ford Mgmt For For For

Mgmt ForForForElect Director Kirk S. Hachigian 1.2

Mgmt ForForForElect Director Roderick C. McGeary 1.3

Mgmt ForForForElect Director Mark A. Schulz 1.4


2



SH ForForAgainstEliminate Supermajority Vote Requirement 4

Voter Rationale: A vote FOR this proposal is warranted given that elimination of the supermajority vote requirements would enhance shareholder rights.



PerkinElmer, Inc.



Country: USA



Ticker: PKI



VotingPolicy Rec

Vote Instruction

1a Elect Director Peter Barrett Mgmt For For For





PerkinElmer, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Samuel R. Chapin 1b


Mgmt ForForForElect Director Robert F. Friel 1c


Mgmt ForForForElect Director Sylvie Gregoire 1d


Mgmt ForForForElect Director Nicholas A. Lopardo 1e


Mgmt ForForForElect Director Alexis P. Michas 1f


Mgmt ForForForElect Director Patrick J. Sullivan 1g


Mgmt ForForForElect Director Frank Witney 1h




3


Praxair, Inc.



Country: USA



Ticker: PX



VotingPolicy Rec

Vote Instruction

1a Elect Director Stephen F. Angel Mgmt For For For

Mgmt ForForForElect Director Oscar Bernardes 1b

Mgmt ForForForElect Director Nance K. Dicciani 1c

Mgmt ForForForElect Director Edward G. Galante 1d

Mgmt ForForForElect Director Raymond W. LeBoeuf 1e

Mgmt ForForForElect Director Larry D. McVay 1f




Praxair, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Martin H. Richenhagen 1g

Mgmt ForForForElect Director Wayne T. Smith 1h

Mgmt ForForForElect Director Robert L. Wood 1i


2


3

Voter Rationale: A vote AGAINST this proposal is warranted. The CEO's fixed pay and cash opportunities increased and his pay package remains high despite long-term lagging TSR results. Financial performance under the annual cash plan was measured against goals that were lower than results achieved in the prior fiscal year without a corresponding decrease in pay opportunities. Additionally, the total annual cash incentive payout was awarded above target due to non-financial performance.



PS Business Parks, Inc.



Country: USA


Primary Security ID: 69360J107

Ticker: PSB

Shares Voted: 3,848


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Ronald L. Havner, Jr. Mgmt For Refer Withhold

Voter Rationale: WITHHOLD votes are warranted for Ronald Havner Jr. for serving on more than three public boards while serving as a CEO of an outside company. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Maria R. Hawthorne 1.2


Mgmt ForForForElect Director Jennifer Holden Dunbar 1.3


Mgmt ForForForElect Director James H. Kropp 1.4


Mgmt ForForForElect Director Sara Grootwassink Lewis 1.5





PS Business Parks, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Gary E. Pruitt 1.6


Mgmt ForForForElect Director Robert S. Rollo 1.7


Mgmt ForForForElect Director Joseph D. Russell, Jr. 1.8


Mgmt ForForForElect Director Peter Schultz 1.9



2

Voter Rationale: A cautionary vote FOR this proposal is warranted. The company utilizes a long-term incentive program which contains a performance retesting feature which would allow awards previously forfeited to be earned at the end of the performance period based on cumulative performance. Further, the annual incentive program provides for a high maximum payout and is subject to discretionary adjustments. However, these issues are mitigated given that pay and performance appear reasonably aligned at this time.





Retail Opportunity Investments Corp.



Country: USA



Ticker: ROIC



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Richard A. Baker Mgmt For For For

Voter Rationale: WITHHOLD votes from Michael Indiveri, Edward Meyer and Charles Persico for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt WithholdReferForElect Director Michael J. Indiveri 1.2





Retail Opportunity Investments Corp.


VotingPolicy Rec

Vote Instruction

Mgmt WithholdReferForElect Director Edward H. Meyer 1.3


Mgmt ForForForElect Director Lee S. Neibart 1.4


Mgmt WithholdReferForElect Director Charles J. Persico 1.5


Mgmt ForForForElect Director Laura H. Pomerantz 1.6


Mgmt ForForForElect Director Stuart A. Tanz 1.7


Mgmt ForForForElect Director Eric S. Zorn 1.8





3

Voter Rationale: A vote FOR this proposal is warranted as pay and performance are reasonably aligned and no significant concerns were identified.


Voter Rationale: A vote for the ANNUAL say-on-pay frequency.

SunTrust Banks, Inc.



Country: USA



Ticker: STI




SunTrust Banks, Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Dallas S. Clement Mgmt For For For


Mgmt ForForForElect Director Paul R. Garcia 1.2


Mgmt ForForForElect Director M. Douglas Ivester 1.3


Mgmt ForForForElect Director Kyle Prechtl Legg 1.4


Mgmt ForForForElect Director Donna S. Morea 1.5


Mgmt ForForForElect Director David M. Ratcliffe 1.6


Mgmt ForForForElect Director William H. Rogers, Jr. 1.7


Mgmt ForForForElect Director Agnes Bundy Scanlan 1.8


Mgmt ForForForElect Director Frank P. Scruggs, Jr. 1.9


Mgmt ForForForElect Director Bruce L. Tanner 1.10


Mgmt ForForForElect Director Thomas R. Watjen 1.11


Mgmt ForForForElect Director Phail Wynn, Jr. 1.12



2






The PNC Financial Services Group, Inc.



Country: USA



Ticker: PNC



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Charles E. Bunch Mgmt For For For

Mgmt ForForForElect Director Marjorie Rodgers Cheshire 1.2

Mgmt ForForForElect Director William S. Demchak 1.3

Mgmt ForForForElect Director Andrew T. Feldstein 1.4

Mgmt ForForForElect Director Daniel R. Hesse 1.5

Mgmt ForForForElect Director Kay Coles James 1.6

Mgmt ForForForElect Director Richard B. Kelson 1.7

Mgmt ForForForElect Director Jane G. Pepper 1.8

Mgmt ForForForElect Director Donald J. Shepard 1.9

Mgmt ForForForElect Director Lorene K. Steffes 1.10

Mgmt ForForForElect Director Dennis F. Strigl 1.11

Mgmt ForForForElect Director Michael J. Ward 1.12

Mgmt ForForForElect Director Gregory D. Wasson 1.13


2


3


SH AgainstAgainstAgainstPrepare Employment Diversity Report and Report on Diversity Policies

5

VF Corporation



Country: USA



Ticker: VFC



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Richard T. Carucci Mgmt For For For




VF Corporation


VotingPolicy Rec

Vote Instruction


Mgmt ForForForElect Director Juliana L. Chugg 1.2


Mgmt ForForForElect Director Benno Dorer 1.3


Mgmt ForForForElect Director Mark S. Hoplamazian 1.4


Mgmt ForForForElect Director Robert J. Hurst 1.5


Mgmt ForForForElect Director Laura W. Lang 1.6


Mgmt ForForForElect Director W. Alan McCollough 1.7


Mgmt ForForForElect Director W. Rodney McMullen 1.8


Mgmt ForForForElect Director Clarence Otis, Jr. 1.9


Mgmt ForForForElect Director Steven E. Rendle 1.10


Mgmt ForForForElect Director Carol L. Roberts 1.11


Mgmt ForForForElect Director Matthew J. Shattock 1.12


Mgmt ForForForElect Director Eric C. Wiseman 1.13



2



4




Wells Fargo & Company



Country: USA



Ticker: WFC



VotingPolicy Rec

Vote Instruction

1a Elect Director John D. Baker, II Mgmt For Refer Against

Voter Rationale: A vote AGAINST Audit and Examination Committee members John Baker II, Federico Peña, James Quigley, Susan Swenson, and Suzanne Vautrinot is warranted given the Audit Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Risk Committee members Lloyd Dean, Elizabeth Duke, Enrique Hernandez Jr., Cynthia Milligan, Federico F. Peña, James H. Quigley, and Stephen Sanger is warranted given the Risk Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Human Resource Committee members John Chen, Lloyd Dean, Donald James, Stephen Sanger is warranted given the Human Resources Committee's failure to provide sufficient timely risk oversight. A vote FOR remaining director nominees is warranted.

Mgmt AgainstReferForElect Director John S. Chen 1b


Mgmt AgainstReferForElect Director Lloyd H. Dean 1c


Mgmt AgainstReferForElect Director Elizabeth A. Duke 1d


Mgmt AgainstReferForElect Director Enrique Hernandez, Jr. 1e







VotingPolicy Rec

Vote Instruction

Mgmt AgainstReferForElect Director Donald M. James 1f


Mgmt AgainstReferForElect Director Cynthia H. Milligan 1g


Mgmt ForForForElect Director Karen B. Peetz 1h


Mgmt AgainstReferForElect Director Federico F. Peña 1i


Mgmt AgainstReferForElect Director James H. Quigley 1j


Mgmt AgainstReferForElect Director Stephen W. Sanger 1k







VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Ronald L. Sargent 1l


Mgmt ForForForElect Director Timothy J. Sloan 1m


Mgmt AgainstReferForElect Director Susan G. Swenson 1n


Mgmt AgainstReferForElect Director Suzanne M. Vautrinot 1o



2

Voter Rationale: A vote FOR this proposal is warranted. In connection with the retail banking controversy, the board took actions for this year to significantly reduce pay to all NEOs, including the former CEO and his successor. The committee exercised its discretion to pay no NEO bonuses and also substantially reduce vesting of prior cycle equity awards. Certain aspects of the pay program warrant continued monitoring, including the discretionary nature of the annual incentive program and rigor of the performance equity. However, CEO pay and company performance indicate reasonable alignment at this time.










VotingPolicy Rec

Vote Instruction

SH ForForAgainstReview and Report on Business Standards 5

Voter Rationale: A vote FOR this resolution is warranted in consideration of the following factors contained in the resolution when

taken in aggregate including: the severity of the underlying issue addressed; the rationale for and reasonableness of the

proposal; and the lack of downside risk and potential upside benefits to shareholders of approval.

SH AgainstAgainstAgainstProvide for Cumulative Voting 6

Voter Rationale: The company has a majority voting standard with a plurality carve-out for contested elections, as well as a director resignation policy, and has amended its bylaws to provide a proxy access right. Accordingly, a vote AGAINST this item is warranted.

SH AgainstAgainstAgainstReport on Divesting Non-Core Business 7

Voter Rationale: A vote AGAINST this item is warranted because the board appears to be involved in oversight of company strategy, and implementation of the proposal would result in disclosure of information that could be disadvantageous to the company and its shareholders.

SH AgainstAgainstAgainstReport on Gender Pay Gap 8

Voter Rationale: A vote AGAINST this resolution is warranted, given that the company does not lag its peers in gender pay gap reporting, and due to the potentially unduly burdensome nature of the request.

SH AgainstAgainstAgainstReport on Lobbying Payments and Policy 9

Voter Rationale: A vote AGAINST this resolution is warranted based on the company's current level of disclosure of its lobbying and trade association management oversight structure, as well as its disclosure of related policies and activities.

SH ForForAgainstAdopt Global Policy Regarding the Rights of Indigenous People

10

Voter Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from additional information regarding its policies, due diligence processes and oversight of indigenous rights-related risks, given the negative financial and reputational impact of the Dakota Access Pipeline controversy.

Ameriprise Financial, Inc.



Country: USA


Primary Security ID: 03076C106

Ticker: AMP



VotingPolicy Rec

Vote Instruction

1a Elect Director James M. Cracchiolo Mgmt For For For

Mgmt ForForForElect Director Dianne Neal Blixt 1b

Mgmt ForForForElect Director Amy DiGeso 1c

Mgmt ForForForElect Director Lon R. Greenberg 1d

Mgmt ForForForElect Director Siri S. Marshall 1e




Ameriprise Financial, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Jeffrey Noddle 1f

Mgmt ForForForElect Director H. Jay Sarles 1g

Mgmt ForForForElect Director Robert F. Sharpe, Jr. 1h

Mgmt ForForForElect Director Christopher J. Williams 1i


2



4

Ball Corporation



Country: USA



Ticker: BLL



VotingPolicy Rec

Vote Instruction

1.1 Elect Director John A. Hayes Mgmt For Refer Withhold

Voter Rationale: WITHHOLD votes from all director nominees for their failure to opt out of the amendment to the Indiana Business Corporation Law that resulted in a perpetually-classified board. WITHHOLD votes from Nominating/Corporate Governance Committee members Theodore Solso and George Smart due to shareholders' inability to amend the company's bylaws.

Mgmt WithholdReferForElect Director George M. Smart 1.2


Mgmt WithholdReferForElect Director Theodore M. Solso 1.3


Mgmt WithholdReferForElect Director Stuart A. Taylor, II 1.4





Ball Corporation


VotingPolicy Rec

Vote Instruction


2



Voter Rationale: Based on the Equity Plan Scorecard evaluation (EPSC), a vote FOR this proposal is warranted.


4




Bank of America Corporation



Country: USA



Ticker: BAC

Shares Voted: 1,058,854


VotingPolicy Rec

Vote Instruction

1a Elect Director Sharon L. Allen Mgmt For For For

Mgmt ForForForElect Director Susan S. Bies 1b

Mgmt ForForForElect Director Jack O. Bovender, Jr. 1c

Mgmt ForForForElect Director Frank P. Bramble, Sr. 1d

Mgmt ForForForElect Director Pierre J.P. de Weck 1e

Mgmt ForForForElect Director Arnold W. Donald 1f

Mgmt ForForForElect Director Linda P. Hudson 1g

Mgmt ForForForElect Director Monica C. Lozano 1h

Mgmt ForForForElect Director Thomas J. May 1i

Mgmt ForForForElect Director Brian T. Moynihan 1j

Mgmt ForForForElect Director Lionel L. Nowell, III 1k

Mgmt ForForForElect Director Michael D. White 1l

Mgmt ForForForElect Director Thomas D. Woods 1m

Mgmt ForForForElect Director R. David Yost 1n




Bank of America Corporation


VotingPolicy Rec

Vote Instruction


2



4

SH AgainstAgainstAgainstAmend the General Clawback Policy 5

SH AgainstAgainstAgainstNon-core banking operations 6


Voter Rationale: A vote FOR this proposal is warranted. This non-binding proposal would not require an immediate change in the board leadership structure and, given the company's size, complexity, and legacy legal and regulatory issues, would provide shareholders with the strongest form of oversight.


BorgWarner Inc.



Country: USA



Ticker: BWA



VotingPolicy Rec

Vote Instruction

1a Elect Director Jan Carlson Mgmt For For For

Mgmt ForForForElect Director Dennis C. Cuneo 1b

Mgmt ForForForElect Director Michael S. Hanley 1c

Mgmt ForForForElect Director Roger A. Krone 1d

Mgmt ForForForElect Director John R. McKernan, Jr. 1e

Mgmt ForForForElect Director Alexis P. Michas 1f

Mgmt ForForForElect Director Vicki L. Sato 1g

Mgmt ForForForElect Director Richard O. Schaum 1h

Mgmt ForForForElect Director Thomas T. Stallkamp 1i

Mgmt ForForForElect Director James R. Verrier 1j


2





BorgWarner Inc.


VotingPolicy Rec

Vote Instruction


4

SH ForForAgainstProvide Right to Act by Written Consent 5

Voter Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.

Cigna Corporation



Country: USA



Ticker: CI



VotingPolicy Rec

Vote Instruction

1.1 Elect Director David M. Cordani Mgmt For For For

Mgmt ForForForElect Director Eric J. Foss 1.2

Mgmt ForForForElect Director Isaiah Harris, Jr. 1.3

Mgmt ForForForElect Director Jane E. Henney 1.4

Mgmt ForForForElect Director Roman Martinez, IV 1.5

Mgmt ForForForElect Director Donna F. Zarcone 1.6

Mgmt ForForForElect Director William D. Zollars 1.7


2




5


Voter Rationale: A vote FOR this proposal is warranted, as adoption of proxy access will enhance shareholders' rights and the proposal includes appropriate safeguards.

Duke Realty Corporation



Country: USA



Ticker: DRE




Duke Realty Corporation



VotingPolicy Rec

Vote Instruction

1a Elect Director William Cavanaugh, III Mgmt For For For


Mgmt ForForForElect Director Alan H. Cohen 1b


Mgmt ForForForElect Director James B. Connor 1c


Mgmt ForForForElect Director Ngaire E. Cuneo 1d


Mgmt ForForForElect Director Charles R. Eitel 1e


Mgmt ForForForElect Director Melanie R. Sabelhaus 1f


Mgmt ForForForElect Director Peter M. Scott, III 1g


Mgmt ForForForElect Director Jack R. Shaw 1h


Mgmt ForForForElect Director Michael E. Szymanczyk 1i


Mgmt ForForForElect Director Lynn C. Thurber 1j



2



Eaton Corporation plc



Country: Ireland


Primary Security ID: G29183103

Ticker: ETN




Eaton Corporation plc



VotingPolicy Rec

Vote Instruction

1a Elect Director Craig Arnold Mgmt For For For

Mgmt ForForForElect Director Todd M. Bluedorn 1b

Mgmt ForForForElect Director Christopher M. Connor 1c

Mgmt ForForForElect Director Michael J. Critelli 1d

Mgmt ForForForElect Director Richard H. Fearon 1e

Mgmt ForForForElect Director Charles E. Golden 1f

Mgmt ForForForElect Director Arthur E. Johnson 1g

Mgmt ForForForElect Director Deborah L. McCoy 1h

Mgmt ForForForElect Director Gregory R. Page 1i

Mgmt ForForForElect Director Sandra Pianalto 1j

Mgmt ForForForElect Director Gerald B. Smith 1k

Mgmt ForForForElect Director Dorothy C. Thompson 1l

Mgmt ForForForProvide Proxy Access Right 2

Mgmt ForForForAmend Articles of Association regarding Bringing Shareholder Business and Making Director Nominations at an Annual General Meeting

3

Mgmt ForForForApprove Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration

4


5


Mgmt ForForForAuthorize Issue of Equity with Pre-emptive Rights

7

Mgmt ForForForAuthorize Issue of Equity without Pre-emptive Rights

8

Mgmt ForForForApproval of Overseas Market Purchases of the Company Shares

9

General Electric Company



Country: USA



Ticker: GE







VotingPolicy Rec

Vote Instruction

1 Elect Director Sebastien M. Bazin Mgmt For For For

Mgmt ForForForElect Director W. Geoffrey Beattie 2

Mgmt ForForForElect Director John J. Brennan 3

Mgmt ForForForElect Director Francisco D'Souza 4

Mgmt ForForForElect Director Marijn E. Dekkers 5

Mgmt ForForForElect Director Peter B. Henry 6

Mgmt ForForForElect Director Susan J. Hockfield 7

Mgmt ForForForElect Director Jeffrey R. Immelt 8

Mgmt ForForForElect Director Andrea Jung 9

Mgmt ForForForElect Director Robert W. Lane 10

Mgmt ForForForElect Director Risa Lavizzo-Mourey 11

Mgmt ForForForElect Director Rochelle B. Lazarus 12

Mgmt ForForForElect Director Lowell C. McAdam 13

Mgmt ForForForElect Director Steven M. Mollenkopf 14

Mgmt ForForForElect Director James J. Mulva 15

Mgmt ForForForElect Director James E. Rohr 16

Mgmt ForForForElect Director Mary L. Schapiro 17

Mgmt ForForForElect Director James S. Tisch 18


19



Mgmt ForForForApprove Material Terms of Senior Officer Performance Goals

22



Voter Rationale: A vote FOR this proposal is warranted as additional disclosure on the company's trade association activities and lobbying-related expenditures, along with management-level oversight, would help shareholders better assess the risks and benefits associated with the company's participation in the public policy process.


SH AgainstAgainstAgainstRestore or Provide for Cumulative Voting 26






VotingPolicy Rec

Vote Instruction

SH AgainstAgainstAgainstReport on Charitable Contributions 27

Marathon Petroleum Corporation



Country: USA


Primary Security ID: 56585A102

Ticker: MPC



VotingPolicy Rec

Vote Instruction

1a Elect Director Steven A. Davis Mgmt For For For

Mgmt ForForForElect Director Gary R. Heminger 1b

Mgmt ForForForElect Director J. Michael Stice 1c

Mgmt ForForForElect Director John P. Surma 1d


2


3


SH ForForAgainstReport on Environmental and Human Rights Due Diligence

5

Voter Rationale: A vote FOR this proposal is warranted, as the company could provide additional information regarding its environmental and human rights due diligence process for reviewing potential acquisitions, given the negative financial and reputational impact of the DAPL controversy.

SH ForForAgainstReport on Strategy for Aligning with 2 Degree Scenario

6


SH ForForAgainstAdopt Simple Majority Vote 7

Voter Rationale: A vote FOR this proposal is warranted given that elimination of the supermajority vote requirements would enhance shareholder rights.

Public Storage



Country: USA


Primary Security ID: 74460D109

Ticker: PSA




Public Storage



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Ronald L. Havner, Jr. Mgmt For For For

Voter Rationale: Vote AGAINST Gary Pruitt, Avedick Poladian and Ronald Spogli for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Tamara Hughes Gustavson 1.2


Mgmt ForForForElect Director Uri P. Harkham 1.3


Mgmt ForForForElect Director Leslie S. Heisz 1.4


Mgmt ForForForElect Director B. Wayne Hughes, Jr. 1.5


Mgmt AgainstReferForElect Director Avedick B. Poladian 1.6


Mgmt AgainstReferForElect Director Gary E. Pruitt 1.7


Mgmt AgainstReferForElect Director Ronald P. Spogli 1.8


Mgmt ForForForElect Director Daniel C. Staton 1.9



2

Voter Rationale: Although concerns are note, a vote FOR this proposal is warranted given compensation and performance are reasonably aligned at this time.




Public Storage


VotingPolicy Rec

Vote Instruction





S&P Global Inc.



Country: USA


Primary Security ID: 78409V104

Ticker: SPGI



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Marco Alvera Mgmt For For For

Mgmt ForForForElect Director William D. Green 1.2

Mgmt ForForForElect Director Charles E. Haldeman, Jr. 1.3

Mgmt ForForForElect Director Stephanie C. Hill 1.4

Mgmt ForForForElect Director Rebecca Jacoby 1.5

Mgmt ForForForElect Director Monique F. Leroux 1.6

Mgmt ForForForElect Director Maria R. Morris 1.7

Mgmt ForForForElect Director Douglas L. Peterson 1.8

Mgmt ForForForElect Director Michael Rake 1.9

Mgmt ForForForElect Director Edward B. Rust, Jr. 1.10

Mgmt ForForForElect Director Kurt L. Schmoke 1.11

Mgmt ForForForElect Director Richard E. Thornburgh 1.12


2



T. Rowe Price Group, Inc.



Country: USA


Primary Security ID: 74144T108

Ticker: TROW




T. Rowe Price Group, Inc.



VotingPolicy Rec

Vote Instruction

1a Elect Director Mark S. Bartlett Mgmt For For For

Mgmt ForForForElect Director Edward C. Bernard 1b

Mgmt ForForForElect Director Mary K. Bush 1c

Mgmt ForForForElect Director H. Lawrence Culp, Jr. 1d

Mgmt ForForForElect Director Freeman A. Hrabowski, III 1e

Mgmt ForForForElect Director Robert F. MacLellan 1f

Mgmt ForForForElect Director Brian C. Rogers 1g

Mgmt ForForForElect Director Olympia J. Snowe 1h

Mgmt ForForForElect Director William J. Stromberg 1i

Mgmt ForForForElect Director Dwight S. Taylor 1j

Mgmt ForForForElect Director Anne Marie Whittemore 1k

Mgmt ForForForElect Director Sandra S. Wijnberg 1l

Mgmt ForForForElect Director Alan D. Wilson 1m


2



Mgmt ForForForApprove Non-Employee Director Omnibus Stock Plan

5

Mgmt ForForForAmend Nonqualified Employee Stock Purchase Plan

6


SH AgainstAgainstAgainstReport on and Assess Proxy Voting Policies in Relation to Climate Change Position

8

SH AgainstAgainstAgainstReport on and Assess Proxy Voting Policies in Relation to Executive Compensation

9

SH ForForNonePrepare Employment Diversity Report and Report on Diversity Policies

10

Voter Rationale: A vote FOR this resolution is warranted, as additional diversity-related disclosure would allow shareholders to better assess the effectiveness of the company's diversity policies, initiatives, and management's efforts to address related risks.




Textron Inc.



Country: USA



Ticker: TXT



VotingPolicy Rec

Vote Instruction

1a Elect Director Scott C. Donnelly Mgmt For For For

Mgmt ForForForElect Director Kathleen M. Bader 1b

Mgmt ForForForElect Director R. Kerry Clark 1c

Mgmt ForForForElect Director James T. Conway 1d

Mgmt ForForForElect Director Ivor J. Evans 1e

Mgmt ForForForElect Director Lawrence K. Fish 1f

Mgmt ForForForElect Director Paul E. Gagne 1g

Mgmt ForForForElect Director Ralph D. Heath 1h

Mgmt ForForForElect Director Lloyd G. Trotter 1i

Mgmt ForForForElect Director James L. Ziemer 1j

Mgmt ForForForElect Director Maria T. Zuber 1k



3




Voter Rationale: A vote FOR this proposal is warranted, as the company could provide additional information regarding its lobbying and trade association activities, policies, and oversight mechanisms.

The Coca-Cola Company



Country: USA



Ticker: KO



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Herbert A. Allen Mgmt For For For




The Coca-Cola Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Ronald W. Allen 1.2

Mgmt ForForForElect Director Marc Bolland 1.3

Mgmt ForForForElect Director Ana Botin 1.4

Mgmt ForForForElect Director Richard M. Daley 1.5

Mgmt ForForForElect Director Barry Diller 1.6

Mgmt ForForForElect Director Helene D. Gayle 1.7

Mgmt ForForForElect Director Alexis M. Herman 1.8

Mgmt ForForForElect Director Muhtar Kent 1.9

Mgmt ForForForElect Director Robert A. Kotick 1.10

Mgmt ForForForElect Director Maria Elena Lagomasino 1.11

Mgmt ForForForElect Director Sam Nunn 1.12

Mgmt ForForForElect Director James Quincey 1.13

Mgmt ForForForElect Director David B. Weinberg 1.14


2

Voter Rationale: A vote AGAINST this proposal is warranted. CEO total pay increased amid underperforming returns and weaker financial performance, largely the result of discretionary assessments that undermined the performance-based nature of the pay program. Whereas the STI financial goals required year-over-year growth, their below-target achievement was offset by the committee's near-maximum discretionary assessment of individual performance. Also, the greater proportion of performance equity is undermined by the increase in grant magnitude. Together, these actions resulted in increased pay despite weaker performance and unmet financial goals.



SH AgainstAgainstAgainstReport on Human Rights Review on High-Risk Regions

5

W.W. Grainger, Inc.



Country: USA



Ticker: GWW

Shares Voted: 5,700


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Rodney C. Adkins Mgmt For For For





W.W. Grainger, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Brian P. Anderson 1.2


Mgmt ForForForElect Director V. Ann Hailey 1.3


Mgmt ForForForElect Director Stuart L. Levenick 1.4


Mgmt ForForForElect Director D.G. Macpherson 1.5


Mgmt ForForForElect Director Neil S. Novich 1.6


Mgmt ForForForElect Director Michael J. Roberts 1.7


Mgmt ForForForElect Director James T. Ryan 1.8


Mgmt ForForForElect Director E. Scott Santi 1.9


Mgmt ForForForElect Director James D. Slavik 1.10




3


Ameren Corporation



Country: USA



Ticker: AEE



VotingPolicy Rec

Vote Instruction

1a Elect Director Warner L. Baxter Mgmt For For For

Mgmt ForForForElect Director Catherine S. Brune 1b




Ameren Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director J. Edward Coleman 1c

Mgmt ForForForElect Director Ellen M. Fitzsimmons 1d

Mgmt ForForForElect Director Rafael Flores 1e

Mgmt ForForForElect Director Walter J. Galvin 1f

Mgmt ForForForElect Director Richard J. Harshman 1g

Mgmt ForForForElect Director Gayle P. W. Jackson 1h

Mgmt ForForForElect Director James C. Johnson 1i

Mgmt ForForForElect Director Steven H. Lipstein 1j

Mgmt ForForForElect Director Stephen R. Wilson 1k


2



4

SH AgainstAgainstAgainstReport Analyzing Renewable Energy Adoption 5

SH ForForAgainstAssess Impact of a 2 Degree Scenario 6

Voter Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from additional information about the impact that climate change-related regulations might have on the company and its operations, and the actions that the company is taking to mitigate these risks.

SH ForForAgainstReport on Coal Combustion Residual and Water Impacts

7

Voter Rationale: A vote FOR the shareholder proposal is warranted as additional information on past, current and future handling of carbon combustion residuals would give shareholders more information on the environmental, legal, financial and health risks associated, and management's handling of those risks.

Avery Dennison Corporation



Country: USA



Ticker: AVY

Shares Voted: 8,975


VotingPolicy Rec

Vote Instruction

1a Elect Director Bradley A. Alford Mgmt For For For





Avery Dennison Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Anthony K. Anderson 1b


Mgmt ForForForElect Director Peter K. Barker 1c


Mgmt ForForForElect Director Mitchell R. Butier 1d


Mgmt ForForForElect Director Ken C. Hicks 1e


Mgmt ForForForElect Director Andres A. Lopez 1f


Mgmt ForForForElect Director David E.I. Pyott 1g


Mgmt ForForForElect Director Dean A. Scarborough 1h


Mgmt ForForForElect Director Patrick T. Siewert 1i


Mgmt ForForForElect Director Julia A. Stewart 1j


Mgmt ForForForElect Director Martha N. Sullivan 1k



2




5

Baker Hughes Incorporated



Country: USA



Ticker: BHI







VotingPolicy Rec

Vote Instruction

1a Elect Director Gregory D. Brenneman Mgmt For For For

Mgmt ForForForElect Director Clarence P. Cazalot, Jr. 1b

Mgmt ForForForElect Director Martin S. Craighead 1c

Mgmt ForForForElect Director William H. Easter, III 1d

Mgmt ForForForElect Director Lynn L. Elsenhans 1e

Mgmt ForForForElect Director Anthony G. Fernandes 1f

Mgmt ForForForElect Director Claire W. Gargalli 1g

Mgmt ForForForElect Director Pierre H. Jungels 1h

Mgmt ForForForElect Director James A. Lash 1i

Mgmt ForForForElect Director J. Larry Nichols 1j

Mgmt ForForForElect Director James W. Stewart 1k

Mgmt ForForForElect Director Charles L. Watson 1l


2



SH AgainstAgainstAgainstProvide Vote Counting to Exclude Abstentions 5

CenterPoint Energy, Inc.



Country: USA



Ticker: CNP



VotingPolicy Rec

Vote Instruction

1a Elect Director Milton Carroll Mgmt For For For


Mgmt ForForForElect Director Michael P. Johnson 1b





CenterPoint Energy, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Janiece M. Longoria 1c


Mgmt ForForForElect Director Scott J. McLean 1d


Mgmt ForForForElect Director Theodore F. Pound 1e


Mgmt ForForForElect Director Scott M. Prochazka 1f


Mgmt ForForForElect Director Susan O. Rheney 1g


Mgmt ForForForElect Director Phillip R. Smith 1h


Mgmt ForForForElect Director John W. Somerhalder, II 1i


Mgmt ForForForElect Director Peter S. Wareing 1j




3


Citizens Financial Group, Inc.



Country: USA



Ticker: CFG



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Bruce Van Saun Mgmt For For For

Mgmt ForForForElect Director Mark Casady 1.2

Mgmt ForForForElect Director Christine M. Cumming 1.3

Mgmt ForForForElect Director Anthony Di Iorio 1.4




Citizens Financial Group, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director William P. Hankowsky 1.5

Mgmt ForForForElect Director Howard W. Hanna, III 1.6

Mgmt ForForForElect Director Leo I. "Lee" Higdon 1.7

Mgmt ForForForElect Director Charles J. "Bud" Koch 1.8

Mgmt ForForForElect Director Arthur F. Ryan 1.9

Mgmt ForForForElect Director Shivan S. Subramaniam 1.10

Mgmt ForForForElect Director Wendy A. Watson 1.11

Mgmt ForForForElect Director Marita Zuraitis 1.12


2


Corning Incorporated



Country: USA



Ticker: GLW



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Donald W. Blair Mgmt For For For


Mgmt ForForForElect Director Stephanie A. Burns 1.2


Mgmt ForForForElect Director John A. Canning, Jr. 1.3


Mgmt ForForForElect Director Richard T. Clark 1.4


Mgmt ForForForElect Director Robert F. Cummings, Jr. 1.5


Mgmt ForForForElect Director Deborah A. Henretta 1.6





Corning Incorporated


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Daniel P. Huttenlocher 1.7


Mgmt ForForForElect Director Kurt M. Landgraf 1.8


Mgmt ForForForElect Director Kevin J. Martin 1.9


Mgmt ForForForElect Director Deborah D. Rieman 1.10


Mgmt ForForForElect Director Hansel E. Tookes, II 1.11


Mgmt ForForForElect Director Wendell P. Weeks 1.12


Mgmt ForForForElect Director Mark S. Wrighton 1.13



2



4


Delphi Automotive PLC



Country: Jersey



Ticker: DLPH



VotingPolicy Rec

Vote Instruction

1 Elect Director Joseph S. Cantie Mgmt For For For

Mgmt ForForForElect Director Kevin P. Clark 2

Mgmt ForForForElect Director Gary L. Cowger 3

Mgmt ForForForElect Director Nicholas M. Donofrio 4

Mgmt ForForForElect Director Mark P. Frissora 5




Delphi Automotive PLC


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Rajiv L. Gupta 6

Mgmt ForForForElect Director Sean O. Mahoney 7

Mgmt ForForForElect Director Timothy M. Manganello 8

Mgmt ForForForElect Director Ana G. Pinczuk 9

Mgmt ForForForElect Director Thomas W. Sidlik 10

Mgmt ForForForElect Director Bernd Wiedemann 11

Mgmt ForForForElect Director Lawrence A. Zimmerman 12

Mgmt ForForForRatify Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration

13


14

Edison International



Country: USA



Ticker: EIX



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Vanessa C.L. Chang Mgmt For For For

Mgmt ForForForElect Director Louis Hernandez, Jr. 1.2

Mgmt ForForForElect Director James T. Morris 1.3

Mgmt ForForForElect Director Pedro J. Pizarro 1.4

Mgmt ForForForElect Director Linda G. Stuntz 1.5

Mgmt ForForForElect Director William P. Sullivan 1.6

Mgmt ForForForElect Director Ellen O. Tauscher 1.7

Mgmt ForForForElect Director Peter J. Taylor 1.8

Mgmt ForForForElect Director Brett White 1.9


2


3





Edison International


VotingPolicy Rec

Vote Instruction


Voter Rationale: Increasing the aggregation limit would enhance the company's existing right for shareholders while maintaining safeguard on the nomination process. As such, a vote FOR this proposal is warranted.

EOG Resources, Inc.



Country: USA



Ticker: EOG



VotingPolicy Rec

Vote Instruction

1a Elect Director Janet F. Clark Mgmt For For For

Mgmt ForForForElect Director Charles R. Crisp 1b

Mgmt ForForForElect Director Robert P. Daniels 1c

Mgmt ForForForElect Director James C. Day 1d

Mgmt ForForForElect Director Donald F. Textor 1e

Mgmt ForForForElect Director William R. Thomas 1f

Mgmt ForForForElect Director Frank G. Wisner 1g


Mgmt ForForForIncrease Authorized Common Stock 3


4


HCA Holdings, Inc.



Country: USA



Ticker: HCA



VotingPolicy Rec

Vote Instruction

1a Elect Director R. Milton Johnson Mgmt For For For

Mgmt ForForForElect Director Robert J. Dennis 1b




HCA Holdings, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Nancy-Ann DeParle 1c

Mgmt ForForForElect Director Thomas F. Frist, III 1d

Mgmt ForForForElect Director William R. Frist 1e

Mgmt ForForForElect Director Charles O. Holliday, Jr. 1f

Mgmt ForForForElect Director Ann H. Lamont 1g

Mgmt ForForForElect Director Jay O. Light 1h

Mgmt ForForForElect Director Geoffrey G. Meyers 1i

Mgmt ForForForElect Director Wayne J. Riley 1j

Mgmt ForForForElect Director John W. Rowe 1k



3

Mgmt ForForForProvide Right to Call Special Meeting 4

SH ForForAgainstShareholders may Call Special Meetings 5

Voter Rationale: A vote FOR this proposal is warranted. The proposed special meeting right is less restrictive than the special meeting right proposed by the board in Item 4 above, and represents an improvement for shareholders as they do not currently have the right to call special meetings.

HCP, Inc.



Country: USA



Ticker: HCP



VotingPolicy Rec

Vote Instruction

1a Elect Director Brian G. Cartwright Mgmt For For For


Mgmt ForForForElect Director Christine N. Garvey 1b


Mgmt ForForForElect Director David B. Henry 1c


Mgmt ForForForElect Director Thomas M. Herzog 1d





HCP, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director James P. Hoffmann 1e


Mgmt ForForForElect Director Michael D. McKee 1f


Mgmt ForForForElect Director Peter L. Rhein 1g


Mgmt ForForForElect Director Joseph P. Sullivan 1h




3


Johnson & Johnson



Country: USA



Ticker: JNJ



VotingPolicy Rec

Vote Instruction

1a Elect Director Mary C. Beckerle Mgmt For For For

Mgmt ForForForElect Director D. Scott Davis 1b

Mgmt ForForForElect Director Ian E. L. Davis 1c

Mgmt ForForForElect Director Alex Gorsky 1d

Mgmt ForForForElect Director Mark B. McClellan 1e

Mgmt ForForForElect Director Anne M. Mulcahy 1f

Mgmt ForForForElect Director William D. Perez 1g

Mgmt ForForForElect Director Charles Prince 1h

Mgmt ForForForElect Director A. Eugene Washington 1i

Mgmt ForForForElect Director Ronald A. Williams 1j





Johnson & Johnson


VotingPolicy Rec

Vote Instruction


3



5


Voter Rationale: A vote FOR this proposal is warranted. Given the company's size and complexity, history of material settlements, and significant ongoing litigation, shareholders would benefit from the strongest possible form of independent oversight, which an independent chair could facilitate.

Lockheed Martin Corporation



Country: USA



Ticker: LMT



VotingPolicy Rec

Vote Instruction

1a Elect Director Daniel F. Akerson Mgmt For For For

Voter Rationale: Vote AGAINST incumbent Nominating and Corporate Governance Committee members Nolan Archibald,

Rosalind Brewer, Bruce Carlson, Thomas Falk, and Anne Stevens for a material governance failure. The company's governing

documents prohibit shareholders from amending the bylaws. A vote FOR the remaining director nominees is warranted.

Ilene Gordon is a new director at this year's annual meeting and should not be held accountable for the prohibition on

shareholders' ability to amend the bylaws at this time.

Mgmt AgainstReferForElect Director Nolan D. Archibald 1b











VotingPolicy Rec

Vote Instruction

Mgmt AgainstReferForElect Director Rosalind G. Brewer 1c






Mgmt ForForForElect Director David B. Burritt 1d






Mgmt AgainstReferForElect Director Bruce A. Carlson 1e






Mgmt ForForForElect Director James O. Ellis, Jr. 1f






Mgmt AgainstReferForElect Director Thomas J. Falk 1g











VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Ilene S. Gordon 1h






Mgmt ForForForElect Director Marillyn A. Hewson 1i






Mgmt ForForForElect Director James M. Loy 1j






Mgmt ForForForElect Director Joseph W. Ralston 1k






Mgmt AgainstReferForElect Director Anne Stevens 1l











VotingPolicy Rec

Vote Instruction




3

Voter Rationale: A vote FOR this proposal is warranted, as CEO pay is reasonably aligned with company performance at this time.



SH AgainstAgainstAgainstAdopt Holy Land Principles 5

Voter Rationale: A vote AGAINST this proposal is warranted due to the company's existing equal employment opportunity policies, the company's current oversight mechanisms, and the absence of any significant related controversies.

NRG Energy, Inc.



Country: USA



Ticker: NRG



VotingPolicy Rec

Vote Instruction

1a Elect Director E. Spencer Abraham Mgmt For For For

Mgmt ForForForElect Director Kirbyjon H. Caldwell 1b

Mgmt ForForForElect Director Lawrence S. Coben 1c

Mgmt ForForForElect Director Terry G. Dallas 1d

Mgmt ForForForElect Director Mauricio Gutierrez 1e

Mgmt ForForForElect Director William E. Hantke 1f

Mgmt ForForForElect Director Paul W. Hobby 1g

Mgmt ForForForElect Director Anne C. Schaumburg 1h

Mgmt ForForForElect Director Evan J. Silverstein 1i

Mgmt ForForForElect Director Barry T. Smitherman 1j

Mgmt ForForForElect Director Thomas H. Weidemeyer 1k

Mgmt ForForForElect Director C. John Wilder 1l

Mgmt ForForForElect Director Walter R. Young 1m





NRG Energy, Inc.


VotingPolicy Rec

Vote Instruction


3


4




Voter Rationale: A vote FOR this proposal is warranted, as the company could provide additional information regarding its political expenditures and trade association activities that would aid investors in assessing its management of related risks and benefits.

Pfizer Inc.



Country: USA



Ticker: PFE



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Dennis A. Ausiello Mgmt For For For

Mgmt ForForForElect Director Ronald E. Blaylock 1.2

Mgmt ForForForElect Director W. Don Cornwell 1.3


Mgmt ForForForElect Director Frances D. Fergusson 1.5

Mgmt ForForForElect Director Helen H. Hobbs 1.6

Mgmt ForForForElect Director James M. Kilts 1.7

Mgmt ForForForElect Director Shantanu Narayen 1.8

Mgmt ForForForElect Director Suzanne Nora Johnson 1.9

Mgmt ForForForElect Director Ian C. Read 1.10

Mgmt ForForForElect Director Stephen W. Sanger 1.11

Mgmt ForForForElect Director James C. Smith 1.12



3


Pfizer Inc.


VotingPolicy Rec

Vote Instruction


SH ForForAgainstAmend Bylaws - Call Special Meetings 6

Voter Rationale: A vote FOR this proposal is warranted as it would enhance the existing shareholder right to call special meetings.


Regency Centers Corporation



Country: USA



Ticker: REG



VotingPolicy Rec

Vote Instruction

1a Elect Director Martin E. Stein, Jr. Mgmt For For For

Voter Rationale: An AGAINST vote is warranted for Chaim Katzman for serving on more than five public company boards.

Mgmt ForForForElect Director Joseph Azrack 1b


Mgmt ForForForElect Director Raymond L. Bank 1c


Mgmt ForForForElect Director Bryce Blair 1d


Mgmt ForForForElect Director C. Ronald Blankenship 1e


Mgmt ForForForElect Director Mary Lou Fiala 1f


Mgmt ForForForElect Director Chaim Katzman 1g

Mgmt ForForForElect Director Peter Linneman 1h

Regency Centers Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director David P. O'Connor 1i


Mgmt ForForForElect Director John C. Schweitzer 1j


Mgmt ForForForElect Director Thomas G. Wattles 1k




3


SCANA Corporation



Country: USA


Primary Security ID: 80589M102

Ticker: SCG



VotingPolicy Rec

Vote Instruction

1.1 Elect Director John F.A.V. Cecil Mgmt For For For


Mgmt ForForForElect Director D. Maybank Hagood 1.2


Mgmt ForForForElect Director Alfredo Trujillo 1.3



2



Mgmt ForForForDeclassify the Board of Directors 5

Voter Rationale: New Mexico favours unclassified board of directors.




Snap-on Incorporated



Country: USA



Ticker: SNA

Shares Voted: 6,246


VotingPolicy Rec

Vote Instruction

1.1 Elect Director David C. Adams Mgmt For For For


Mgmt ForForForElect Director Karen L. Daniel 1.2


Mgmt ForForForElect Director Ruth Ann M. Gillis 1.3


Mgmt ForForForElect Director James P. Holden 1.4


Mgmt ForForForElect Director Nathan J. Jones 1.5


Mgmt ForForForElect Director Henry W. Knueppel 1.6


Mgmt ForForForElect Director W. Dudley Lehman 1.7


Mgmt ForForForElect Director Nicholas T. Pinchuk 1.8


Mgmt ForForForElect Director Gregg M. Sherrill 1.9


Mgmt ForForForElect Director Donald J. Stebbins 1.10




3


Torchmark Corporation



Country: USA



Ticker: TMK




Torchmark Corporation



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Charles E. Adair Mgmt For For For


Mgmt ForForForElect Director Marilyn A. Alexander 1.2


Mgmt ForForForElect Director David L. Boren 1.3


Mgmt ForForForElect Director Jane M. Buchan 1.4


Mgmt ForForForElect Director Gary L. Coleman 1.5


Mgmt ForForForElect Director Larry M. Hutchison 1.6


Mgmt ForForForElect Director Robert W. Ingram 1.7


Mgmt ForForForElect Director Steven P. Johnson 1.8


Mgmt ForForForElect Director Lloyd W. Newton 1.9


Mgmt ForForForElect Director Darren M. Rebelez 1.10


Mgmt ForForForElect Director Lamar C. Smith 1.11


Mgmt ForForForElect Director Paul J. Zucconi 1.12




3





Total System Services, Inc.



Country: USA



Ticker: TSS



VotingPolicy Rec

Vote Instruction

1a Elect Director Kriss Cloninger, III Mgmt For For For


Mgmt ForForForElect Director Walter W. Driver, Jr. 1b


Mgmt ForForForElect Director Sidney E. Harris 1c


Mgmt ForForForElect Director William M. Isaac 1d


Mgmt ForForForElect Director Pamela A. Joseph 1e


Mgmt ForForForElect Director Mason H. Lampton 1f


Mgmt ForForForElect Director Connie D. McDaniel 1g


Mgmt ForForForElect Director Philip W. Tomlinson 1h


Mgmt ForForForElect Director John T. Turner 1i


Mgmt ForForForElect Director Richard W. Ussery 1j


Mgmt ForForForElect Director M. Troy Woods 1k




3






Abbott Laboratories



Country: USA



Ticker: ABT



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Robert J. Alpern Mgmt For For For

Mgmt ForForForElect Director Roxanne S. Austin 1.2

Mgmt ForForForElect Director Sally E. Blount 1.3

Mgmt ForForForElect Director Edward M. Liddy 1.4

Mgmt ForForForElect Director Nancy McKinstry 1.5

Mgmt ForForForElect Director Phebe N. Novakovic 1.6

Mgmt ForForForElect Director William A. Osborn 1.7

Mgmt ForForForElect Director Samuel C. Scott, III 1.8

Mgmt ForForForElect Director Daniel J. Starks 1.9

Mgmt ForForForElect Director Glenn F. Tilton 1.10

Mgmt ForForForElect Director Miles D. White 1.11



3




6


Voter Rationale: A vote FOR this proposal is warranted. Given the company's short- and long-term stock price underperformance, shareholders would benefit from stronger independent board oversight in the form of an independent chair. In addition, this non-binding proposal would not require an immediate change in the board leadership structure as it would allow the board discretion to phase in the policy requiring an independent chair at the next CEO transition.

AT&T Inc.



Country: USA



Ticker: T




AT&T Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Randall L. Stephenson Mgmt For For For

Mgmt ForForForElect Director Samuel A. Di Piazza, Jr. 1.2

Mgmt ForForForElect Director Richard W. Fisher 1.3

Mgmt ForForForElect Director Scott T. Ford 1.4

Mgmt ForForForElect Director Glenn H. Hutchins 1.5

Mgmt ForForForElect Director William E. Kennard 1.6

Mgmt ForForForElect Director Michael B. McCallister 1.7

Mgmt ForForForElect Director Beth E. Mooney 1.8

Mgmt ForForForElect Director Joyce M. Roche 1.9

Mgmt ForForForElect Director Matthew K. Rose 1.10

Mgmt ForForForElect Director Cynthia B. Taylor 1.11

Mgmt ForForForElect Director Laura D'Andrea Tyson 1.12

Mgmt ForForForElect Director Geoffrey Y. Yang 1.13



3


SH ForForAgainstReport on Indirect Political Contributions 5

Voter Rationale: A vote FOR this resolution is warranted because shareholders would benefit from more information regarding the company's trade association participation and payments.


Voter Rationale: A vote FOR this proposal is warranted as additional disclosure of the company's lobbying-related policies and oversight mechanisms, along with trade association memberships and payments, would help shareholders better assess the risks and benefits associated with the company's participation in the public policy process.


Voter Rationale: On balance, the proposed amendments would enhance the company's existing right for shareholders while maintaining safeguards on the nomination process. Therefore, a vote FOR this proposal is warranted.


Voter Rationale: A vote FOR this proposal is warranted as it would result in an improvement in the company's overall governance practices and could enhance shareholders' rights.

CyrusOne Inc.



Country: USA



Ticker: CONE



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Gary J. Wojtaszek Mgmt For For For


Mgmt ForForForElect Director David H. Ferdman 1.2


Mgmt ForForForElect Director John W. Gamble, Jr. 1.3


Mgmt ForForForElect Director Michael A. Klayko 1.4


Mgmt ForForForElect Director T. Tod Nielsen 1.5


Mgmt ForForForElect Director Alex Shumate 1.6


Mgmt ForForForElect Director William E. Sullivan 1.7


Mgmt ForForForElect Director Lynn A. Wentworth 1.8



2

Voter Rationale: A vote AGAINST this proposal is warranted. The CEO received a large base salary increase in addition to an increase to his target STI award opportunity, growing his cash compensation opportunity significantly and without compelling rationale. Performance shares have a retesting feature for certain tranches, which diminishes the at-risk nature of the award, and the CEO received a substantial retention award that was entirely time-vested. Moreover, the company targets compensation above the median, a practice which has resulted in a pay and performance misalignment for the year in review.


Kellogg Company



Country: USA



Ticker: K




Kellogg Company



VotingPolicy Rec

Vote Instruction

1.1 Elect Director John Bryant Mgmt For For For

Mgmt ForForForElect Director Stephanie Burns 1.2

Mgmt ForForForElect Director Richard Dreiling 1.3

Mgmt ForForForElect Director La June Montgomery Tabron 1.4


2



4




RLJ Lodging Trust



Country: USA



Ticker: RLJ



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Robert L. Johnson Mgmt For For For

Mgmt ForForForElect Director Ross H. Bierkan 1.2

Mgmt ForForForElect Director Evan Bayh 1.3

Mgmt ForForForElect Director Nathaniel A. Davis 1.4

Mgmt ForForForElect Director Robert M. La Forgia 1.5

Mgmt ForForForElect Director Glenda G. McNeal 1.6

Mgmt ForForForElect Director Arthur Collins 1.7


2


3




Sunstone Hotel Investors, Inc.



Country: USA



Ticker: SHO



VotingPolicy Rec

Vote Instruction

1.1 Elect Director John V. Arabia Mgmt For For For


Mgmt ForForForElect Director W. Blake Baird 1.2


Mgmt ForForForElect Director Andrew Batinovich 1.3


Mgmt ForForForElect Director Z. Jamie Behar 1.4


Mgmt ForForForElect Director Thomas A. Lewis, Jr. 1.5


Mgmt ForForForElect Director Murray J. McCabe 1.6


Mgmt ForForForElect Director Douglas M. Pasquale 1.7


Mgmt ForForForElect Director Keith P. Russell 1.8




3


The Goldman Sachs Group, Inc.



Country: USA


Primary Security ID: 38141G104

Ticker: GS



VotingPolicy Rec

Vote Instruction

1a Elect Director Lloyd C. Blankfein Mgmt For For For

The Goldman Sachs Group, Inc.


VotingPolicy Rec

Vote Instruction

Voter Rationale: A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director M. Michele Burns 1b


Mgmt ForForForElect Director Mark A. Flaherty 1c


Mgmt ForForForElect Director William W. George 1d


Mgmt ForForForElect Director James A. Johnson 1e


Mgmt ForForForElect Director Ellen J. Kullman 1f


Mgmt ForForForElect Director Lakshmi N. Mittal 1g


Mgmt ForForForElect Director Adebayo O. Ogunlesi 1h


Mgmt ForForForElect Director Peter Oppenheimer 1i


Mgmt ForForForElect Director David A. Viniar 1j


Mgmt ForForForElect Director Mark O. Winkelman 1k



2



4

Harley-Davidson, Inc.



Country: USA



Ticker: HOG




Harley-Davidson, Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Troy Alstead Mgmt For For For


Mgmt ForForForElect Director R. John Anderson 1.2


Mgmt ForForForElect Director Michael J. Cave 1.3


Mgmt ForForForElect Director Allan Golston 1.4


Mgmt ForForForElect Director Matthew S. Levatich 1.5


Mgmt ForForForElect Director Sara L. Levinson 1.6


Mgmt ForForForElect Director N. Thomas Linebarger 1.7


Mgmt ForForForElect Director Brian R. Niccol 1.8


Mgmt ForForForElect Director Maryrose T. Sylvester 1.9


Mgmt ForForForElect Director Jochen Zeitz 1.10



2



Aflac Incorporated



Country: USA



Ticker: AFL




Aflac Incorporated



VotingPolicy Rec

Vote Instruction

1a Elect Director Daniel P. Amos Mgmt For For For

Mgmt ForForForElect Director Paul S. Amos, II 1b

Mgmt ForForForElect Director W. Paul Bowers 1c

Mgmt ForForForElect Director Kriss Cloninger, III 1d

Mgmt ForForForElect Director Toshihiko Fukuzawa 1e

Mgmt ForForForElect Director Elizabeth J. Hudson 1f

Mgmt ForForForElect Director Douglas W. Johnson 1g

Mgmt ForForForElect Director Robert B. Johnson 1h

Mgmt ForForForElect Director Thomas J. Kenny 1i

Mgmt ForForForElect Director Charles B. Knapp 1j

Mgmt ForForForElect Director Karole F. Lloyd 1k

Mgmt ForForForElect Director Joseph L. Moskowitz 1l

Mgmt ForForForElect Director Barbara K. Rimer 1m

Mgmt ForForForElect Director Melvin T. Stith 1n


2

Voter Rationale: A vote AGAINST this proposal is warranted. CEO total pay increased by 70 percent to over $20 million, driven by a much larger equity award granted during a time of lagging long-term returns. Also, the majority of 2016 STI goals were set below 2015 performance â€“ this continues a long-term trend of seemingly non-rigorous annual targets. While the LTI program was simplified for 2017, this does not adequately mitigate concerns for the year in review.





American Express Company



Country: USA



Ticker: AXP




American Express Company



VotingPolicy Rec

Vote Instruction

1a Elect Director Charlene Barshefsky Mgmt For For For

Mgmt ForForForElect Director John J. Brennan 1b

Mgmt ForForForElect Director Ursula M. Burns 1c

Mgmt ForForForElect Director Kenneth I. Chenault 1d

Mgmt ForForForElect Director Peter Chernin 1e

Mgmt ForForForElect Director Ralph de la Vega 1f

Mgmt ForForForElect Director Anne L. Lauvergeon 1g

Mgmt ForForForElect Director Michael O. Leavitt 1h

Mgmt ForForForElect Director Theodore J. Leonsis 1i

Mgmt ForForForElect Director Richard C. Levin 1j

Mgmt ForForForElect Director Samuel J. Palmisano 1k

Mgmt ForForForElect Director Daniel L. Vasella 1l

Mgmt ForForForElect Director Robert D. Walter 1m

Mgmt ForForForElect Director Ronald A. Williams 1n


2


3

Voter Rationale: A vote AGAINST this proposal is warranted. After accounting for the pay-reporting timing lag, CEO total compensation increased considerably, despite financial metric declines and sustained TSR underperformance. The company lowered goals within the annual incentive program, set a negative revenue growth goal, and ultimately paid a target award. Although the company moved the annual incentive target payout to the LTI program, which introduced vesting conditions, this was undermined by the fact that the CEO received a 19 percent increase in total awarded pay over the prior year. Additionally, while the CEO's equity, including the reallocated annual incentive, requires the achievement of performance goals in order to vest, goal rigor is questionable.








Eli Lilly and Company



Country: USA



Ticker: LLY



VotingPolicy Rec

Vote Instruction

1a Elect Director Michael L. Eskew Mgmt For Refer Against

Voter Rationale: A vote AGAINST governance committee member Michael Eskew is warranted for a material governance failure. The company's charter does not allow shareholders to amend the company's bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director William G. Kaelin, Jr. 1b


Mgmt ForForForElect Director John C. Lechleiter 1c


Mgmt ForForForElect Director David A. Ricks 1d


Mgmt ForForForElect Director Marschall S. Runge 1e



2

Voter Rationale: A vote FOR this proposal is warranted given that pay and performance are reasonably aligned at this time.





Mgmt ForForForAmend Deferred Compensation Plan 5

Voter Rationale: A vote FOR this proposal is warranted. Although the plan reserves additional shares for issuance, the proposal does not result in shareholder value transfer given that grants of common shares would be in lieu of director fees. In addition, the potential dilution from the proposed increase in the share reserve is not excessive. Paying directors a portion of their compensation in stock aligns their interest with those of shareholders.


Voter Rationale: A vote FOR this proposal is warranted as additional disclosure on the company's lobbying and trade association activities, including management-level oversight, would help shareholders better assess the risks and benefits associated with the company's participation in the public policy process.




STAG Industrial, Inc.



Country: USA



Ticker: STAG

Shares Voted: 8,300


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Benjamin S. Butcher Mgmt For For For

Mgmt ForForForElect Director Virgis W. Colbert 1.2

Mgmt ForForForElect Director Jeffrey D. Furber 1.3

Mgmt ForForForElect Director Larry T. Guillemette 1.4

Mgmt ForForForElect Director Francis X. Jacoby, III 1.5

Mgmt ForForForElect Director Christopher P. Marr 1.6

Mgmt ForForForElect Director Hans S. Weger 1.7


2


3

The Boeing Company



Country: USA



Ticker: BA



VotingPolicy Rec

Vote Instruction

1a Elect Director Robert A. Bradway Mgmt For For For

Mgmt ForForForElect Director David L. Calhoun 1b

Mgmt ForForForElect Director Arthur D. Collins, Jr. 1c

Mgmt ForForForElect Director Kenneth M. Duberstein 1d

Mgmt ForForForElect Director Edmund P. Giambastiani, Jr. 1e

Mgmt ForForForElect Director Lynn J. Good 1f

Mgmt ForForForElect Director Lawrence W. Kellner 1g

Mgmt ForForForElect Director Edward M. Liddy 1h

Mgmt ForForForElect Director Dennis A. Muilenburg 1i




The Boeing Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Susan C. Schwab 1j

Mgmt ForForForElect Director Randall L. Stephenson 1k

Mgmt ForForForElect Director Ronald A. Williams 1l

Mgmt ForForForElect Director Mike S. Zafirovski 1m


2




Voter Rationale: A vote FOR this proposal is warranted, as additional disclosure of the company's lobbying-related policies and oversight mechanisms, along with its trade association memberships and payments, would help shareholders better assess the risks and benefits associated with the company's participation in the public policy process.


6

Voter Rationale: A vote FOR this proposal is warranted, as decreasing the ownership threshold required to call a special meeting from 25 percent to 15 percent would enhance shareholder rights.

SH AgainstAgainstAgainstReport on Weapon Sales to Israel 7


Baxter International Inc.



Country: USA



Ticker: BAX



VotingPolicy Rec

Vote Instruction

1a Elect Director Jose (Joe) E. Almeida Mgmt For For For

Mgmt ForForForElect Director Thomas F. Chen 1b

Mgmt ForForForElect Director John D. Forsyth 1c

Mgmt ForForForElect Director Munib Islam 1d

Mgmt ForForForElect Director Michael F. Mahoney 1e

Mgmt ForForForElect Director Carole J. Shapazian 1f

Mgmt ForForForElect Director Thomas T. Stallkamp 1g

Mgmt ForForForElect Director Albert P.L. Stroucken 1h




Baxter International Inc.


VotingPolicy Rec

Vote Instruction


2



4


Voter Rationale: A vote FOR this proposal is warranted given that the proposal would enhance the company's existing right for shareholders, while maintaining safeguards on the nomination process.

Bristol-Myers Squibb Company



Country: USA



Ticker: BMY



VotingPolicy Rec

Vote Instruction

1A Elect Director Peter J. Arduini Mgmt For For For


Mgmt ForForForElect Director Robert J. Bertolini 1B


Mgmt ForForForElect Director Giovanni Caforio 1C


Mgmt ForForForElect Director Matthew W. Emmens 1D


Mgmt ForForForElect Director Laurie H. Glimcher 1E


Mgmt ForForForElect Director Michael Grobstein 1F


Mgmt ForForForElect Director Alan J. Lacy 1G


Mgmt ForForForElect Director Dinesh C. Paliwal 1H


Mgmt ForForForElect Director Theodore R. Samuels 1I


Bristol-Myers Squibb Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Gerald L. Storch 1J


Mgmt ForForForElect Director Vicki L. Sato 1K



2






7

Voter Rationale: A vote FOR this proposal is warranted. Lowering the ownership threshold from 25 percent to 15 percent would improve shareholders' ability to use the special meeting right and no single shareholder would be able to act unilaterally to call a special meeting at the proposed threshold.

Cedar Realty Trust, Inc.



Country: USA



Ticker: CDR



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Abraham Eisenstat Mgmt For Refer Against

Voter Rationale: A vote AGAINST governance committee members Roger Widmann, Abraham Eisenstat, Paul Kirk Jr., and Steven Rogers is warranted for a material governance failure. Shareholders are prohibited from amending the company's bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Gregg A. Gonsalves 1.2


Mgmt ForForForElect Director Pamela N. Hootkin 1.3




Cedar Realty Trust, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt AgainstReferForElect Director Paul G. Kirk, Jr. 1.4


Mgmt AgainstReferForElect Director Steven G. Rogers 1.5


Mgmt ForForForElect Director Bruce J. Schanzer 1.6


Mgmt AgainstReferForElect Director Roger M. Widmann 1.7





3

Voter Rationale: Although some concerns are highlighted, a vote FOR this proposal is warranted as pay and performance are reasonably aligned for the year in review.



Mgmt AgainstAgainstForApprove Omnibus Stock Plan 5

Voter Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Score Card

(EPSC), a vote AGAINST this proposal is warranted due to the following key factors: plan cost is excessive; estimated

duration of available and proposed shares exceeds six years; and the plan allows broad discretion to accelerate vesting.

Columbia Property Trust, Inc.



Country: USA



Ticker: CXP




Columbia Property Trust, Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Carmen M. Bowser Mgmt For For For


Mgmt ForForForElect Director Charles R. Brown 1.2


Mgmt ForForForElect Director Richard W. Carpenter 1.3


Mgmt ForForForElect Director John L. Dixon 1.4


Mgmt ForForForElect Director David B. Henry 1.5


Mgmt ForForForElect Director Murray J. McCabe 1.6


Mgmt ForForForElect Director E. Nelson Mills 1.7


Mgmt ForForForElect Director Michael S. Robb 1.8


Mgmt ForForForElect Director George W. Sands 1.9


Mgmt ForForForElect Director Thomas G. Wattles 1.10




3


Mgmt ForForForAmend Bylaws 5

DiamondRock Hospitality Company



Country: USA



Ticker: DRH




DiamondRock Hospitality Company



VotingPolicy Rec

Vote Instruction

1.1 Elect Director William W. McCarten Mgmt For For For


Mgmt ForForForElect Director Daniel J. Altobello 1.2


Mgmt ForForForElect Director Timothy R. Chi 1.3


Mgmt ForForForElect Director Maureen L. McAvey 1.4


Mgmt ForForForElect Director Gilbert T. Ray 1.5


Mgmt ForForForElect Director William J. Shaw 1.6


Mgmt ForForForElect Director Bruce D. Wardinski 1.7


Mgmt ForForForElect Director Mark W. Brugger 1.8



2



Equity LifeStyle Properties, Inc.



Country: USA



Ticker: ELS



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Philip Calian Mgmt For Refer Withhold






VotingPolicy Rec

Vote Instruction

Voter Rationale: WITTHOLD votes are warranted for audit committee members Philip Calian, David Contis, and Tao Huang given the lack of adequate risk oversight concerns raised in light of the continued significant pledging activity. WITHHOLD votes are warranted for governance committee members Sheli Rosenberg, David Contis, and William Young for a material governance failure given that shareholders are prohibited from amending the company's bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt WithholdReferForElect Director David Contis 1.2


Mgmt ForForForElect Director Thomas Heneghan 1.3


Mgmt WithholdReferForElect Director Tao Huang 1.4


Mgmt ForForForElect Director Marguerite Nader 1.5


Mgmt WithholdReferForElect Director Sheli Rosenberg 1.6


Mgmt ForForForElect Director Howard Walker 1.7


Mgmt ForForForElect Director Matthew Williams 1.8







VotingPolicy Rec

Vote Instruction

Mgmt WithholdReferForElect Director William Young 1.9


Mgmt ForForForElect Director Samuel Zell 1.10





3

Voter Rationale: Although a concern is highlighted, a vote FOR this proposal is warranted as pay and performance are reasonably aligned for the year in review.



Expeditors International of Washington, Inc.



Country: USA



Ticker: EXPD



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Robert R. Wright Mgmt For For For

Mgmt ForForForElect Director Glenn M. Alger 1.2

Mgmt ForForForElect Director James M. DuBois 1.3

Mgmt ForForForElect Director Mark A. Emmert 1.4

Mgmt ForForForElect Director Diane H. Gulyas 1.5

Mgmt ForForForElect Director Dan P. Kourkoumelis 1.6

Mgmt ForForForElect Director Richard B. McCune 1.7

Mgmt ForForForElect Director Alain Monie 1.8

Mgmt ForForForElect Director Jeffrey S. Musser 1.9




Expeditors International of Washington, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Liane J. Pelletier 1.10

Mgmt ForForForElect Director Tay Yoshitani 1.11


2




SH AgainstAgainstAgainstLink Executive Compensation to Sustainability Performance

6

Fortune Brands Home & Security, Inc.



Country: USA



Ticker: FBHS



VotingPolicy Rec

Vote Instruction

1a Elect Director A. D. David Mackay Mgmt For For For


Mgmt ForForForElect Director David M. Thomas 1b


Mgmt ForForForElect Director Norman H. Wesley 1c



2


3

Healthcare Realty Trust Incorporated



Country: USA



Ticker: HR




Healthcare Realty Trust Incorporated



VotingPolicy Rec

Vote Instruction

1.1 Elect Director David R. Emery Mgmt For For For

Mgmt ForForForElect Director Todd J. Meredith 1.2

Mgmt ForForForElect Director Nancy H. Agee 1.3

Mgmt ForForForElect Director Charles Raymond Fernandez 1.4

Mgmt ForForForElect Director Peter F. Lyle, Sr. 1.5

Mgmt ForForForElect Director Edwin B. Morris, III 1.6

Mgmt ForForForElect Director John Knox Singleton 1.7

Mgmt ForForForElect Director Bruce D. Sullivan 1.8

Mgmt ForForForElect Director Christann M. Vasquez 1.9


Mgmt ForForForRatify BDO USA, LLP as Auditors 3


4


Terreno Realty Corporation



Country: USA



Ticker: TRNO

Shares Voted: 5,900


VotingPolicy Rec

Vote Instruction

1A Elect Director W. Blake Baird Mgmt For For For


Mgmt ForForForElect Director Michael A. Coke 1B


Mgmt ForForForElect Director LeRoy E. Carlson 1C


Mgmt ForForForElect Director Peter J. Merlone 1D





Terreno Realty Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Douglas M. Pasquale 1E


Mgmt ForForForElect Director Dennis Polk 1F



2




Cabot Oil & Gas Corporation



Country: USA



Ticker: COG



VotingPolicy Rec

Vote Instruction

1A Elect Director Dorothy M. Ables Mgmt For For For


Mgmt ForForForElect Director Rhys J. Best 1B


Mgmt ForForForElect Director Robert S. Boswell 1C


Mgmt ForForForElect Director Dan O. Dinges 1D


Mgmt ForForForElect Director Robert Kelley 1E


Mgmt ForForForElect Director W. Matt Ralls 1F



2


3





DCT Industrial Trust Inc.



Country: USA



Ticker: DCT



VotingPolicy Rec

Vote Instruction

1a Elect Director Philip L. Hawkins Mgmt For For For

Mgmt ForForForElect Director Marilyn A. Alexander 1b

Mgmt ForForForElect Director Thomas F. August 1c

Mgmt ForForForElect Director John S. Gates, Jr. 1d

Mgmt ForForForElect Director Raymond B. Greer 1e

Mgmt ForForForElect Director Tripp H. Hardin 1f

Mgmt ForForForElect Director Tobias Hartmann 1g

Mgmt ForForForElect Director John C. O'Keeffe 1h


2


Mgmt ForForForRequire Majority Vote of the Outstanding Shares to Amend Bylaws

4


Eversource Energy



Country: USA



Ticker: ES



VotingPolicy Rec

Vote Instruction

1.1 Elect Director John S. Clarkeson Mgmt For For For

Mgmt ForForForElect Director Cotton M. Cleveland 1.2

Mgmt ForForForElect Director Sanford Cloud, Jr. 1.3

Mgmt ForForForElect Director James S. DiStasio 1.4

Mgmt ForForForElect Director Francis A. Doyle 1.5

Mgmt ForForForElect Director Charles K. Gifford 1.6




Eversource Energy


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director James J. Judge 1.7

Mgmt ForForForElect Director Paul A. La Camera 1.8

Mgmt ForForForElect Director Kenneth R. Leibler 1.9

Mgmt ForForForElect Director William C. Van Faasen 1.10

Mgmt ForForForElect Director Frederica M. Williams 1.11

Mgmt ForForForElect Director Dennis R. Wraase 1.12



3




Federal Realty Investment Trust



Country: USA



Ticker: FRT



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Jon E. Bortz Mgmt For For For

Mgmt ForForForElect Director David W. Faeder 1.2

Mgmt ForForForElect Director Elizabeth I. Holland 1.3

Mgmt ForForForElect Director Gail P. Steinel 1.4

Mgmt ForForForElect Director Warren M. Thompson 1.5

Mgmt ForForForElect Director Joseph S. Vassalluzzo 1.6

Mgmt ForForForElect Director Donald C. Wood 1.7

Mgmt ForForForRatify Grant Thornton LLP as Auditors 2


3





General Dynamics Corporation



Country: USA



Ticker: GD



VotingPolicy Rec

Vote Instruction

1a Elect Director Nicholas D. Chabraja Mgmt For For For


Mgmt ForForForElect Director James S. Crown 1b


Mgmt ForForForElect Director Rudy F. deLeon 1c


Mgmt ForForForElect Director John M. Keane 1d


Mgmt ForForForElect Director Lester L. Lyles 1e


Mgmt ForForForElect Director Mark M. Malcolm 1f


Mgmt ForForForElect Director Phebe N. Novakovic 1g


Mgmt ForForForElect Director William A. Osborn 1h


Mgmt ForForForElect Director Catherine B. Reynolds 1i


Mgmt ForForForElect Director Laura J. Schumacher 1j


Mgmt ForForForElect Director Peter A. Wall 1k




3






Global Payments Inc.



Country: USA


Primary Security ID: 37940X102

Ticker: GPN



VotingPolicy Rec

Vote Instruction

1.1 Elect Director John G. Bruno Mgmt For For For


Mgmt ForForForElect Director Jeffrey S. Sloan 1.2


Mgmt ForForForElect Director William B. Plummer 1.3



2



IDEXX Laboratories, Inc.



Country: USA



Ticker: IDXX

Shares Voted: 9,400


VotingPolicy Rec

Vote Instruction

1a Elect Director Rebecca M. Henderson Mgmt For For For

Mgmt ForForForElect Director Lawrence D. Kingsley 1b

Mgmt ForForForElect Director Sophie V. Vandebroek 1c


2


3





International Flavors & Fragrances Inc.



Country: USA



Ticker: IFF

Shares Voted: 8,327


VotingPolicy Rec

Vote Instruction

1a Elect Director Marcello V. Bottoli Mgmt For For For


Mgmt ForForForElect Director Linda Buck 1b


Mgmt ForForForElect Director Michael L. Ducker 1c


Mgmt ForForForElect Director David R. Epstein 1d


Mgmt ForForForElect Director Roger W. Ferguson, Jr. 1e


Mgmt ForForForElect Director John F. Ferraro 1f


Mgmt ForForForElect Director Andreas Fibig 1g


Mgmt ForForForElect Director Christina Gold 1h


Mgmt ForForForElect Director Henry W. Howell, Jr. 1i


Mgmt ForForForElect Director Katherine M. Hudson 1j


Mgmt ForForForElect Director Dale F. Morrison 1k



2


3






Pepsico, Inc.



Country: USA



Ticker: PEP



VotingPolicy Rec

Vote Instruction

1a Elect Director Shona L. Brown Mgmt For For For

Mgmt ForForForElect Director George W. Buckley 1b

Mgmt ForForForElect Director Cesar Conde 1c

Mgmt ForForForElect Director Ian M. Cook 1d

Mgmt ForForForElect Director Dina Dublon 1e

Mgmt ForForForElect Director Rona A. Fairhead 1f

Mgmt ForForForElect Director Richard W. Fisher 1g

Mgmt ForForForElect Director William R. Johnson 1h

Mgmt ForForForElect Director Indra K. Nooyi 1i

Mgmt ForForForElect Director David C. Page 1j

Mgmt ForForForElect Director Robert C. Pohlad 1k

Mgmt ForForForElect Director Daniel Vasella 1l

Mgmt ForForForElect Director Darren Walker 1m

Mgmt ForForForElect Director Alberto Weisser 1n



3


SH AgainstAgainstAgainstReport on Plans to Minimize Pesticides' Impact on Pollinators

5


Philip Morris International Inc.



Country: USA



Ticker: PM







VotingPolicy Rec

Vote Instruction

1.1 Elect Director Harold Brown Mgmt For For For

Voter Rationale: Vote AGAINST Sergio Marchionne for serving on more than three public boards while serving as a CEO of an outside company. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Andre Calantzopoulos 1.2


Mgmt ForForForElect Director Louis C. Camilleri 1.3


Mgmt ForForForElect Director Massimo Ferragamo 1.4


Mgmt ForForForElect Director Werner Geissler 1.5


Mgmt ForForForElect Director Jennifer Li 1.6


Mgmt ForForForElect Director Jun Makihara 1.7


Mgmt AgainstReferForElect Director Sergio Marchionne 1.8


Mgmt ForForForElect Director Kalpana Morparia 1.9


Mgmt ForForForElect Director Lucio A. Noto 1.10


Mgmt ForForForElect Director Frederik Paulsen 1.11


Mgmt ForForForElect Director Robert B. Polet 1.12







VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Stephen M. Wolf 1.13



2

Voter Rationale: A vote FOR this proposal is warranted as pay is reasonably aligned with performance at this time.



Mgmt ForForForApprove Restricted Stock Plan 4


Mgmt ForForForApprove Non-Employee Director Restricted Stock Plan

5

Voter Rationale: A vote FOR this proposal is warranted given that the shareholder value transfer appears to be within a reasonable range.

Mgmt ForForForRatify PricewaterhouseCoopers SA as Auditors 6


SH AgainstAgainstAgainstEstablish a Board Committee on Human Rights

7

Voter Rationale: A vote AGAINST this resolution is warranted due to the company's current human rights-related policies and existing oversight mechanisms, and due to the overly prescriptive nature of the proposal.

SH AgainstAgainstAgainstParticipate in OECD Mediation for Human Rights Violations

8

Voter Rationale: A vote AGAINST this resolution is warranted, given the overly prescriptive nature of the request, which seeks to impose a specific resolution to potential human rights disputes and mediation by a specific organization. The ultimate decision of which mechanism and which forum should be used to resolve such potential disputes are decisions generally best left to the board.

Phillips 66



Country: USA



Ticker: PSX



VotingPolicy Rec

Vote Instruction

1a Elect Director William R. Loomis, Jr. Mgmt For For For

Mgmt ForForForElect Director Glenn F. Tilton 1b

Mgmt ForForForElect Director Marna C. Whittington 1c




Phillips 66


VotingPolicy Rec

Vote Instruction



3

Prologis, Inc.



Country: USA



Ticker: PLD



VotingPolicy Rec

Vote Instruction

1a Elect Director Hamid R. Moghadam Mgmt For For For


Mgmt ForForForElect Director George L. Fotiades 1b


Mgmt ForForForElect Director Lydia H. Kennard 1c


Mgmt ForForForElect Director J. Michael Losh 1d


Mgmt ForForForElect Director Irving F. Lyons, III 1e


Mgmt ForForForElect Director David P. O'Connor 1f


Mgmt ForForForElect Director Olivier Piani 1g


Mgmt ForForForElect Director Jeffrey L. Skelton 1h


Mgmt ForForForElect Director Carl B. Webb 1i


Mgmt ForForForElect Director William D. Zollars 1j



2




Prologis, Inc.


VotingPolicy Rec

Vote Instruction



PulteGroup, Inc.



Country: USA



Ticker: PHM



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Brian P. Anderson Mgmt For For For


Mgmt ForForForElect Director Bryce Blair 1.2


Mgmt ForForForElect Director Richard W. Dreiling 1.3


Mgmt ForForForElect Director Thomas J. Folliard 1.4


Mgmt ForForForElect Director Joshua Gotbaum 1.5


Mgmt ForForForElect Director Cheryl W. Grise 1.6


Mgmt ForForForElect Director Andre J. Hawaux 1.7


Mgmt ForForForElect Director Ryan R. Marshall 1.8


Mgmt ForForForElect Director Patrick J. O'Leary 1.9


Mgmt ForForForElect Director John R. Peshkin 1.10


Mgmt ForForForElect Director Scott F. Powers 1.11





PulteGroup, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director William J. Pulte 1.12




3


Stryker Corporation



Country: USA



Ticker: SYK



VotingPolicy Rec

Vote Instruction

1a Elect Director Howard E. Cox, Jr. Mgmt For For For


Mgmt ForForForElect Director Srikant M. Datar 1b


Mgmt ForForForElect Director Roch Doliveux 1c


Mgmt ForForForElect Director Louise L. Francesconi 1d


Mgmt ForForForElect Director Allan C. Golston 1e


Mgmt ForForForElect Director Kevin A. Lobo 1f


Mgmt ForForForElect Director Andrew K. Silvernail 1g


Mgmt ForForForElect Director Ronda E. Stryker 1h







Stryker Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForAmend Restricted Stock Plan 4


5



7


The Hershey Company



Country: USA



Ticker: HSY



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Pamela M. Arway Mgmt For For For

Mgmt ForForForElect Director John P. Bilbrey 1.2

Mgmt ForForForElect Director James W. Brown 1.3

Mgmt ForForForElect Director Michele G. Buck 1.4

Mgmt ForForForElect Director Charles A. Davis 1.5

Mgmt ForForForElect Director Mary Kay Haben 1.6

Mgmt ForForForElect Director M. Diane Koken 1.7

Mgmt ForForForElect Director Robert M. Malcolm 1.8

Mgmt ForForForElect Director James M. Mead 1.9

Mgmt ForForForElect Director Anthony J. Palmer 1.10

Mgmt ForForForElect Director Thomas J. Ridge 1.11

Mgmt ForForForElect Director David L. Shedlarz 1.12



3





TIER REIT, Inc.



Country: USA



Ticker: TIER

Shares Voted: 6,800


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Richard I. Gilchrist Mgmt For Refer Withhold

Voter Rationale: WITHHOLD votes are warranted for director nominees Richard Gilchrist and Dennis Martin. The company maintains a charter which prohibits or restricts shareholders from amending the bylaws. Votes FOR the remaining director nominees are warranted.

Mgmt ForForForElect Director Scott W. Fordham 1.2


Mgmt ForForForElect Director R. Kent Griffin, Jr. 1.3


Mgmt ForForForElect Director Thomas M. Herzog 1.4


Mgmt WithholdReferForElect Director Dennis J. Martin 1.5


Mgmt ForForForElect Director Gregory J. Whyte 1.6



2

Voter Rationale: A vote FOR this proposal is warranted as pay and performance are reasonably aligned at this time.



Valero Energy Corporation



Country: USA


Primary Security ID: 91913Y100

Ticker: VLO




Valero Energy Corporation



VotingPolicy Rec

Vote Instruction

1a Elect Director H. Paulett Eberhart Mgmt For For For


Mgmt ForForForElect Director Joseph W. Gorder 1b


Mgmt ForForForElect Director Kimberly S. Greene 1c


Mgmt ForForForElect Director Deborah P. Majoras 1d


Mgmt ForForForElect Director Donald L. Nickles 1e


Mgmt ForForForElect Director Philip J. Pfeiffer 1f


Mgmt ForForForElect Director Robert A. Profusek 1g


Mgmt ForForForElect Director Susan Kaufman Purcell 1h


Mgmt ForForForElect Director Stephen M. Waters 1i


Mgmt ForForForElect Director Randall J. Weisenburger 1j


Mgmt ForForForElect Director Rayford Wilkins, Jr. 1k




3


Alaska Air Group, Inc.



Country: USA



Ticker: ALK




Alaska Air Group, Inc.



VotingPolicy Rec

Vote Instruction

1a Elect Director Patricia M. Bedient Mgmt For For For

Mgmt ForForForElect Director Marion C. Blakey 1b

Mgmt ForForForElect Director Phyllis J. Campbell 1c

Mgmt ForForForElect Director Dhiren R. Fonseca 1d

Mgmt ForForForElect Director Jessie J. Knight, Jr. 1e

Mgmt ForForForElect Director Dennis F. Madsen 1f

Mgmt ForForForElect Director Helvi K. Sandvik 1g

Mgmt ForForForElect Director J. Kenneth Thompson 1h

Mgmt ForForForElect Director Bradley D. Tilden 1i

Mgmt ForForForElect Director Eric K. Yeaman 1j


2





Voter Rationale: Increasing the aggregation limit would enhance the company's existing right for shareholders while maintaining safeguard on the nomination process. As such, a vote FOR this proposal is warranted.

Allergan plc



Country: Ireland


Primary Security ID: G0177J108

Ticker: AGN



VotingPolicy Rec

Vote Instruction

1a Elect Director Nesli Basgoz Mgmt For For For

Mgmt ForForForElect Director Paul M. Bisaro 1b

Mgmt ForForForElect Director James H. Bloem 1c

Mgmt ForForForElect Director Christopher W. Bodine 1d




Allergan plc


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Adriane M. Brown 1e

Mgmt ForForForElect Director Christopher J. Coughlin 1f

Mgmt ForForForElect Director Catherine M. Klema 1g

Mgmt ForForForElect Director Peter J. McDonnell 1h

Mgmt ForForForElect Director Patrick J. O'Sullivan 1i

Mgmt ForForForElect Director Brenton L. Saunders 1j

Mgmt ForForForElect Director Ronald R. Taylor 1k

Mgmt ForForForElect Director Fred G. Weiss 1l


2



4



American Campus Communities, Inc.



Country: USA



Ticker: ACC



VotingPolicy Rec

Vote Instruction

1a Elect Director William C. Bayless, Jr. Mgmt For For For

Mgmt ForForForElect Director Blakeley W. Chandlee, III 1b

Mgmt ForForForElect Director G. Steven Dawson 1c

Mgmt ForForForElect Director Cydney C. Donnell 1d

Mgmt ForForForElect Director Dennis G. Lopez 1e

Mgmt ForForForElect Director Edward Lowenthal 1f

Mgmt ForForForElect Director Oliver Luck 1g

Mgmt ForForForElect Director C. Patrick Oles, Jr. 1h





American Campus Communities, Inc.


VotingPolicy Rec

Vote Instruction


3


American Homes 4 Rent



Country: USA



Ticker: AMH



VotingPolicy Rec

Vote Instruction

1.1 Elect Director B. Wayne Hughes Mgmt For For For

Mgmt ForForForElect Director David P. Singelyn 1.2

Mgmt ForForForElect Director John 'Jack' Corrigan 1.3

Mgmt ForForForElect Director Dann V. Angeloff 1.4

Mgmt ForForForElect Director Douglas N. Benham 1.5

Mgmt ForForForElect Director Tamara Hughes Gustavson 1.6

Mgmt ForForForElect Director Matthew J. Hart 1.7

Mgmt ForForForElect Director James H. Kropp 1.8

Mgmt ForForForElect Director Kenneth M. Woolley 1.9

Mgmt ForForForRatify Ernst & Young, LLP as Auditors 2


3

Archer-Daniels-Midland Company



Country: USA



Ticker: ADM



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Alan L. Boeckmann Mgmt For For For





Archer-Daniels-Midland Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Terrell K. Crews 1.2


Mgmt ForForForElect Director Pierre Dufour 1.3


Mgmt ForForForElect Director Donald E. Felsinger 1.4


Mgmt ForForForElect Director Suzan F. Harrison 1.5


Mgmt ForForForElect Director Juan R. Luciano 1.6


Mgmt ForForForElect Director Patrick J. Moore 1.7


Mgmt ForForForElect Director Francisco J. Sanchez 1.8


Mgmt ForForForElect Director Debra A. Sandler 1.9


Mgmt ForForForElect Director Daniel T. Shih 1.10


Mgmt ForForForElect Director Kelvin R. Westbrook 1.11




3


Capital One Financial Corporation



Country: USA



Ticker: COF



VotingPolicy Rec

Vote Instruction

1A Elect Director Richard D. Fairbank Mgmt For For For




Capital One Financial Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Ann Fritz Hackett 1B

Mgmt ForForForElect Director Lewis Hay, III 1C

Mgmt ForForForElect Director Benjamin P. Jenkins, III 1D

Mgmt ForForForElect Director Peter Thomas Killalea 1E

Mgmt ForForForElect Director Pierre E. Leroy 1F

Mgmt ForForForElect Director Peter E. Raskind 1G

Mgmt ForForForElect Director Mayo A. Shattuck, III 1H

Mgmt ForForForElect Director Bradford H. Warner 1I

Mgmt ForForForElect Director Catherine G. West 1J



3



5



Church & Dwight Co., Inc.



Country: USA



Ticker: CHD



VotingPolicy Rec

Vote Instruction

1a Elect Director James R. Craigie Mgmt For For For

Mgmt ForForForElect Director Robert D. LeBlanc 1b

Mgmt ForForForElect Director Janet S. Vergis 1c


2






Church & Dwight Co., Inc.


VotingPolicy Rec

Vote Instruction



DTE Energy Company



Country: USA



Ticker: DTE



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Gerard M. Anderson Mgmt For For For

Mgmt ForForForElect Director David A. Brandon 1.2

Mgmt ForForForElect Director W. Frank Fountain, Jr. 1.3

Mgmt ForForForElect Director Charles G. McClure, Jr. 1.4

Mgmt ForForForElect Director Gail J. McGovern 1.5

Mgmt ForForForElect Director Mark A. Murray 1.6

Mgmt ForForForElect Director James B. Nicholson 1.7

Mgmt ForForForElect Director Charles W. Pryor, Jr. 1.8

Mgmt ForForForElect Director Josue Robles, Jr. 1.9

Mgmt ForForForElect Director Ruth G. Shaw 1.10

Mgmt ForForForElect Director David A. Thomas 1.11

Mgmt ForForForElect Director James H. Vandenberghe 1.12


2


3



5





Duke Energy Corporation



Country: USA



Ticker: DUK



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Michael J. Angelakis Mgmt For For For

Mgmt ForForForElect Director Michael G. Browning 1.2

Mgmt ForForForElect Director Theodore F. Craver, Jr. 1.3

Mgmt ForForForElect Director Daniel R. DiMicco 1.4

Mgmt ForForForElect Director John H. Forsgren 1.5

Mgmt ForForForElect Director Lynn J. Good 1.6

Mgmt ForForForElect Director John T. Herron 1.7

Mgmt ForForForElect Director James B. Hyler, Jr. 1.8


Mgmt ForForForElect Director E. Marie McKee 1.10

Mgmt ForForForElect Director Charles W. Moorman, IV 1.11

Mgmt ForForForElect Director Carlos A. Saladrigas 1.12

Mgmt ForForForElect Director Thomas E. Skains 1.13

Mgmt ForForForElect Director William E. Webster, Jr. 1.14



3


Mgmt ForForForEliminate Supermajority Vote Requirement 5

SH ForForAgainstReport on Lobbying Expenses 6

Voter Rationale: A vote FOR this proposal is warranted as additional disclosure on the company's lobbying and trade association activities, including management-level oversight, would allow shareholders to better assess the risks and benefits associated with the company's participation in the public policy process.


7





Duke Energy Corporation


VotingPolicy Rec

Vote Instruction

SH ForForAgainstReport on the Public Health Risk of Dukes Energy's Coal Use

8

Voter Rationale: A vote FOR the shareholder proposal is warranted as additional information on the community impacts and public health risks associated with the company's coal operations would give shareholders more information on how the company is managing related risks.

Eastman Chemical Company



Country: USA



Ticker: EMN



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Humberto P. Alfonso Mgmt For For For

Mgmt ForForForElect Director Gary E. Anderson 1.2

Mgmt ForForForElect Director Brett D. Begemann 1.3

Mgmt ForForForElect Director Michael P. Connors 1.4

Mgmt ForForForElect Director Mark J. Costa 1.5

Mgmt ForForForElect Director Stephen R. Demeritt 1.6

Mgmt ForForForElect Director Robert M. Hernandez 1.7

Mgmt ForForForElect Director Julie F. Holder 1.8

Mgmt ForForForElect Director Renee J. Hornbaker 1.9

Mgmt ForForForElect Director Lewis M. Kling 1.10

Mgmt ForForForElect Director James J. O'Brien 1.11

Mgmt ForForForElect Director David W. Raisbeck 1.12


2




5




Ecolab Inc.



Country: USA



Ticker: ECL



VotingPolicy Rec

Vote Instruction

1a Elect Director Douglas M. Baker, Jr. Mgmt For For For

Mgmt ForForForElect Director Barbara J. Beck 1b

Mgmt ForForForElect Director Leslie S. Biller 1c

Mgmt ForForForElect Director Carl M. Casale 1d

Mgmt ForForForElect Director Stephen I. Chazen 1e

Mgmt ForForForElect Director Jeffrey M. Ettinger 1f

Mgmt ForForForElect Director Arthur J. Higgins 1g

Mgmt ForForForElect Director Michael Larson 1h

Mgmt ForForForElect Director David W. MacLennan 1i

Mgmt ForForForElect Director Tracy B. McKibben 1j

Mgmt ForForForElect Director Victoria J. Reich 1k

Mgmt ForForForElect Director Suzanne M. Vautrinot 1l

Mgmt ForForForElect Director John J. Zillmer 1m


2


3


Equifax Inc.



Country: USA



Ticker: EFX



VotingPolicy Rec

Vote Instruction

1a Elect Director Robert D. Daleo Mgmt For For For

Mgmt ForForForElect Director Walter W. Driver, Jr. 1b




Equifax Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Mark L. Feidler 1c

Mgmt ForForForElect Director G. Thomas Hough 1d

Mgmt ForForForElect Director L. Phillip Humann 1e

Mgmt ForForForElect Director Robert D. Marcus 1f

Mgmt ForForForElect Director Siri S. Marshall 1g

Mgmt ForForForElect Director John A. McKinley 1h

Mgmt ForForForElect Director Richard F. Smith 1i

Mgmt ForForForElect Director Elane B. Stock 1j

Mgmt ForForForElect Director Mark B. Templeton 1k


2




Voter Rationale: A vote FOR this resolution is warranted because shareholders would benefit from more information regarding the company's political spending, in particular spending for trade association participation.

Fluor Corporation



Country: USA



Ticker: FLR



VotingPolicy Rec

Vote Instruction

1A Elect Director Peter K. Barker Mgmt For For For

Mgmt ForForForElect Director Alan M. Bennett 1B

Mgmt ForForForElect Director Rosemary T. Berkery 1C

Mgmt ForForForElect Director Peter J. Fluor 1D

Mgmt ForForForElect Director James T. Hackett 1E

Mgmt ForForForElect Director Samuel J. Locklear, III 1F

Mgmt ForForForElect Director Deborah D. McWhinney 1G

Mgmt ForForForElect Director Armando J. Olivera 1H




Fluor Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Joseph W. Prueher 1I

Mgmt ForForForElect Director Matthew K. Rose 1J

Mgmt ForForForElect Director David T. Seaton 1K

Mgmt ForForForElect Director Nader H. Sultan 1L

Mgmt ForForForElect Director Lynn C. Swann 1M


2




SH ForForAgainstAdopt Quantitative Company-wide GHG Goals 6

Voter Rationale: A vote FOR this proposal is warranted, as additional information on board oversight of the company's GHG emissions management and reduction activities and the adoption of GHG reduction goals would allow shareholders to better assess the company's management of these emissions and related performance.

Kansas City Southern



Country: USA



Ticker: KSU



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Lu M. Cordova Mgmt For For For

Mgmt ForForForElect Director Robert J. Druten 1.2

Mgmt ForForForElect Director Terrence P. Dunn 1.3

Mgmt ForForForElect Director Antonio O. Garza, Jr. 1.4

Mgmt ForForForElect Director David Garza-Santos 1.5

Mgmt ForForForElect Director Thomas A. McDonnell 1.6

Mgmt ForForForElect Director Patrick J. Ottensmeyer 1.7

Mgmt ForForForElect Director Rodney E. Slater 1.8






Kansas City Southern


VotingPolicy Rec

Vote Instruction


4

Voter Rationale: A vote AGAINST this proposal is warranted. Pay-for-performance concerns persist. Specifically, the company awarded its former CEO an $850,000 cash bonus in connection with his retirement. Additionally, supplemental performance awards rely on goals of questionable rigor, given that two of the tranches vested within three months of the grant date. Finally, the new CEO's special equity award includes a retesting feature that provides multiple opportunities to earn the award.




LaSalle Hotel Properties



Country: USA



Ticker: LHO



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Michael D. Barnello Mgmt For For For

Voter Rationale: WITHHOLD votes from Nominating and Governance Committee members Denise Coll and Jeffrey Foland for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt WithholdReferForElect Director Denise M. Coll 1.2


Mgmt WithholdReferForElect Director Jeffrey T. Foland 1.3


Mgmt ForForForElect Director Darryl Hartley-Leonard 1.4


Mgmt ForForForElect Director Jeffrey L. Martin 1.5





LaSalle Hotel Properties


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Stuart L. Scott 1.6


Mgmt ForForForElect Director Donald A. Washburn 1.7





3

Voter Rationale: Although some concerns are noted, a vote FOR this proposal is warranted as pay and performance are reasonably aligned.



Mettler-Toledo International Inc.



Country: USA



Ticker: MTD

Shares Voted: 2,800


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Robert F. Spoerry Mgmt For For For


Mgmt ForForForElect Director Wah-Hui Chu 1.2


Mgmt ForForForElect Director Francis A. Contino 1.3


Mgmt ForForForElect Director Olivier A. Filliol 1.4


Mgmt ForForForElect Director Richard Francis 1.5





Mettler-Toledo International Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Constance L. Harvey 1.6


Mgmt ForForForElect Director Michael A. Kelly 1.7


Mgmt ForForForElect Director Hans Ulrich Maerki 1.8


Mgmt ForForForElect Director Thomas P. Salice 1.9



2


3


QTS Realty Trust, Inc.



Country: USA



Ticker: QTS

Shares Voted: 2,300


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Chad L. Williams Mgmt For For For

Mgmt ForForForElect Director John W. Barter 1.2

Mgmt ForForForElect Director William O. Grabe 1.3

Mgmt ForForForElect Director Catherine R. Kinney 1.4

Mgmt ForForForElect Director Peter A. Marino 1.5

Mgmt ForForForElect Director Scott D. Miller 1.6

Mgmt ForForForElect Director Philip P. Trahanas 1.7

Mgmt ForForForElect Director Stephen E. Westhead 1.8


2

Mgmt ForForForApprove Nonqualified Employee Stock Purchase Plan

3





Ryman Hospitality Properties, Inc.



Country: USA



Ticker: RHP

Shares Voted: 7,300


VotingPolicy Rec

Vote Instruction

1a Elect Director Michael J. Bender Mgmt For For For


Mgmt ForForForElect Director Rachna Bhasin 1b


Mgmt ForForForElect Director Alvin Bowles 1c


Mgmt ForForForElect Director William F. Hagerty, IV 1d


Mgmt ForForForElect Director Ellen Levine 1e


Mgmt ForForForElect Director Patrick Q. Moore 1f


Mgmt ForForForElect Director Robert S. Prather, Jr. 1g


Mgmt ForForForElect Director Colin V. Reed 1h


Mgmt ForForForElect Director Michael I. Roth 1i



2



TEGNA Inc.



Country: USA



Ticker: TGNA




TEGNA Inc.



VotingPolicy Rec

Vote Instruction

1a Elect Director Jennifer Dulski Mgmt For For For


Mgmt ForForForElect Director Howard D. Elias 1b


Mgmt ForForForElect Director Lidia Fonseca 1c


Mgmt ForForForElect Director Jill Greenthal 1d


Mgmt ForForForElect Director Marjorie Magner 1e


Mgmt ForForForElect Director Gracia C. Martore 1f


Mgmt ForForForElect Director Scott K. McCune 1g


Mgmt ForForForElect Director Henry W. McGee 1h


Mgmt ForForForElect Director Susan Ness 1i


Mgmt ForForForElect Director Bruce P. Nolop 1j


Mgmt ForForForElect Director Neal Shapiro 1k




3


Tesoro Corporation



Country: USA



Ticker: TSO




Tesoro Corporation



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Rodney F. Chase Mgmt For For For


Mgmt ForForForElect Director Edward G. Galante 1.2


Mgmt ForForForElect Director Gregory J. Goff 1.3


Mgmt ForForForElect Director David Lilley 1.4


Mgmt ForForForElect Director Mary Pat McCarthy 1.5


Mgmt ForForForElect Director J.W. Nokes 1.6


Mgmt ForForForElect Director William H. Schumann, III 1.7


Mgmt ForForForElect Director Susan Tomasky 1.8


Mgmt ForForForElect Director Michael E. Wiley 1.9


Mgmt ForForForElect Director Patrick Y. Yang 1.10



2



United Parcel Service, Inc.



Country: USA



Ticker: UPS




United Parcel Service, Inc.



VotingPolicy Rec

Vote Instruction

1a Elect Director David P. Abney Mgmt For For For

Mgmt ForForForElect Director Rodney C. Adkins 1b

Mgmt ForForForElect Director Michael J. Burns 1c

Mgmt ForForForElect Director William R. Johnson 1d

Mgmt ForForForElect Director Candace Kendle 1e

Mgmt ForForForElect Director Ann M. Livermore 1f

Mgmt ForForForElect Director Rudy H.P. Markham 1g

Mgmt ForForForElect Director Franck J. Moison 1h

Mgmt ForForForElect Director Clark "Sandy" T. Randt, Jr. 1i

Mgmt ForForForElect Director John T. Stankey 1j

Mgmt ForForForElect Director Carol B. Tome 1k

Mgmt ForForForElect Director Kevin M. Warsh 1l


2





Voter Rationale: A vote FOR this resolution is warranted, as additional information on the company's trade association memberships, payments, and oversight mechanisms would give shareholders a comprehensive understanding of the company's management of its lobbying activities and any related risks and benefits.


6

Voter Rationale: A vote FOR this proposal is warranted, as it would provide all shareholders with equal voting rights on all matters.


United Rentals, Inc.



Country: USA



Ticker: URI




United Rentals, Inc.

Shares Voted: 8,800


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Jenne K. Britell Mgmt For For For

Mgmt ForForForElect Director Jose B. Alvarez 1.2

Mgmt ForForForElect Director Bobby J. Griffin 1.3

Mgmt ForForForElect Director Michael J. Kneeland 1.4

Mgmt ForForForElect Director Singleton B. McAllister 1.5

Mgmt ForForForElect Director Jason D. Papastavrou 1.6

Mgmt ForForForElect Director Filippo Passerini 1.7

Mgmt ForForForElect Director Donald C. Roof 1.8

Mgmt ForForForElect Director Shiv Singh 1.9



3



SH ForForAgainstShareholders May Call Special Meetings 6

Voter Rationale: A vote FOR this proposal is warranted. The proposed special meeting right is less restrictive than the special meeting right proposed by the board in Item 7 below, and represents an improvement for shareholders as they do not currently have the right to call special meetings.

Mgmt ForForForAmend Right to Call Special Meeting 7

Verizon Communications Inc.



Country: USA



Ticker: VZ



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Shellye L. Archambeau Mgmt For For For

Mgmt ForForForElect Director Mark T. Bertolini 1.2

Mgmt ForForForElect Director Richard L. Carrion 1.3

Mgmt ForForForElect Director Melanie L. Healey 1.4




Verizon Communications Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director M. Frances Keeth 1.5

Mgmt ForForForElect Director Karl-Ludwig Kley 1.6

Mgmt ForForForElect Director Lowell C. McAdam 1.7

Mgmt ForForForElect Director Clarence Otis, Jr. 1.8

Mgmt ForForForElect Director Rodney E. Slater 1.9

Mgmt ForForForElect Director Kathryn A. Tesija 1.10

Mgmt ForForForElect Director Gregory D. Wasson 1.11

Mgmt ForForForElect Director Gregory G. Weaver 1.12



3



SH AgainstAgainstAgainstEstablish Board Committee on Human Rights 6

SH AgainstAgainstAgainstReport on Feasibility of Adopting GHG Emissions Targets

7

SH ForForAgainstAmend Bylaws - Call Special Meetings 8

Voter Rationale: A vote FOR this proposal is warranted because a 15-percent demand threshold to call a special meeting is reasonable for a company of this size and ownership structure. This proposal would enhance shareholder rights by lowering the current threshold for multiple shareholders to call a special meeting.

SH ForForAgainstAmend Clawback Policy 9

Voter Rationale: A vote FOR this proposal is warranted as the company's current clawback policy does not provide for the disclosure of the amounts and circumstances surrounding any recoupments. Such disclosure would benefit shareholders.

SH ForForAgainstStock Retention/Holding Period 10

Voter Rationale: A vote FOR this proposal is warranted. The CEO beneficially owns a meaningful stake in the company and the NEOs are subject to ownership guidelines. However, this proposal would materially enhance executives' retention of company equity, and shareholders may benefit from implementation of a holding requirement for a reasonable portion of equity-based compensation.

SH AgainstAgainstAgainstLimit Matching Contributions to Executive Retirement Plans

11

WEC Energy Group, Inc.



Country: USA


Primary Security ID: 92939U106

Ticker: WEC




WEC Energy Group, Inc.



VotingPolicy Rec

Vote Instruction



Mgmt ForForForElect Director Barbara L. Bowles 1.2


Mgmt ForForForElect Director William J. Brodsky 1.3


Mgmt ForForForElect Director Albert J. Budney, Jr. 1.4


Mgmt ForForForElect Director Patricia W. Chadwick 1.5


Mgmt ForForForElect Director Curt S. Culver 1.6


Mgmt ForForForElect Director Thomas J. Fischer 1.7


Mgmt ForForForElect Director Paul W. Jones 1.8


Mgmt ForForForElect Director Gale E. Klappa 1.9


Mgmt ForForForElect Director Henry W. Knueppel 1.10


Mgmt ForForForElect Director Allen L. Leverett 1.11


Mgmt ForForForElect Director Ulice Payne, Jr. 1.12


Mgmt ForForForElect Director Mary Ellen Stanek 1.13




3





Welltower Inc.



Country: USA


Primary Security ID: 95040Q104

Ticker: HCN



VotingPolicy Rec

Vote Instruction

1a Elect Director Kenneth J. Bacon Mgmt For For For

Mgmt ForForForElect Director Thomas J. DeRosa 1b

Mgmt ForForForElect Director Jeffrey H. Donahue 1c

Mgmt ForForForElect Director Fred S. Klipsch 1d

Mgmt ForForForElect Director Geoffrey G. Meyers 1e

Mgmt ForForForElect Director Timothy J. Naughton 1f

Mgmt ForForForElect Director Sharon M. Oster 1g

Mgmt ForForForElect Director Judith C. Pelham 1h

Mgmt ForForForElect Director Sergio D. Rivera 1i

Mgmt ForForForElect Director R. Scott Trumbull 1j



3


AbbVie Inc.



Country: USA



Ticker: ABBV



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Robert J. Alpern Mgmt For For For

Mgmt ForForForElect Director Edward M. Liddy 1.2

Mgmt ForForForElect Director Melody B. Meyer 1.3

Mgmt ForForForElect Director Frederick H. Waddell 1.4





AbbVie Inc.


VotingPolicy Rec

Vote Instruction


3


Voter Rationale: New Mexico favours unclassified board of directors.


Voter Rationale: A vote FOR this resolution is warranted, as additional information on the company's direct and indirect lobbying and oversight mechanisms, would provide shareholders a comprehensive understanding of the company's management of its lobbying activities and any related risks and benefits.


CMS Energy Corporation



Country: USA



Ticker: CMS



VotingPolicy Rec

Vote Instruction

1a Elect Director Jon E. Barfield Mgmt For For For

Mgmt ForForForElect Director Deborah H. Butler 1b

Mgmt ForForForElect Director Kurt L. Darrow 1c

Mgmt ForForForElect Director Stephen E. Ewing 1d

Mgmt ForForForElect Director William D. Harvey 1e

Mgmt ForForForElect Director Philip R. Lochner, Jr. 1f

Mgmt ForForForElect Director Patricia K. Poppe 1g

Mgmt ForForForElect Director John G. Russell 1h

Mgmt ForForForElect Director Myrna M. Soto 1i

Mgmt ForForForElect Director John G. Sznewajs 1j

Mgmt ForForForElect Director Laura H. Wright 1k


2



Voter Rationale: A vote FOR this proposal is warranted, as the company could provide additional information regarding its political expenditures and trade association activities.




CMS Energy Corporation


VotingPolicy Rec

Vote Instruction


5

Dover Corporation



Country: USA



Ticker: DOV



VotingPolicy Rec

Vote Instruction

1a Elect Director Peter T. Francis Mgmt For For For

Mgmt ForForForElect Director Kristiane C. Graham 1b

Mgmt ForForForElect Director Michael F. Johnston 1c

Mgmt ForForForElect Director Robert A. Livingston 1d

Mgmt ForForForElect Director Richard K. Lochridge 1e

Mgmt ForForForElect Director Eric A. Spiegel 1f

Mgmt ForForForElect Director Michael B. Stubbs 1g

Mgmt ForForForElect Director Richard J. Tobin 1h

Mgmt ForForForElect Director Stephen M. Todd 1i

Mgmt ForForForElect Director Stephen K. Wagner 1j

Mgmt ForForForElect Director Keith E. Wandell 1k

Mgmt ForForForElect Director Mary A. Winston 1l


2


3




Mgmt ForForForAmend Charter to Remove Article 15 Amendment Provision

7

Mgmt ForForForAmend Charter to Remove Article 16 Amendment Provision

8




Entergy Corporation



Country: USA



Ticker: ETR



VotingPolicy Rec

Vote Instruction

1a Elect Director Maureen Scannell Bateman Mgmt For For For

Mgmt ForForForElect Director Patrick J. Condon 1b

Mgmt ForForForElect Director Leo P. Denault 1c

Mgmt ForForForElect Director Kirkland H. Donald 1d

Mgmt ForForForElect Director Philip L. Frederickson 1e

Mgmt ForForForElect Director Alexis M. Herman 1f

Mgmt ForForForElect Director Donald C. Hintz 1g

Mgmt ForForForElect Director Stuart L. Levenick 1h

Mgmt ForForForElect Director Blanche Lambert Lincoln 1i

Mgmt ForForForElect Director Karen A. Puckett 1j

Mgmt ForForForElect Director W. J. 'Billy' Tauzin 1k


2



SH ForForAgainstReport on Distributed Renewable Generation Resources

5

Voter Rationale: A vote FOR this proposal is warranted as the company could provide additional information on policies and relevant oversight mechanisms that it has implemented to address climate change risk, and how that is impacting the company's investments decisions into distributed non-carbon electricity-generation resources.

Illinois Tool Works Inc.



Country: USA



Ticker: ITW



VotingPolicy Rec

Vote Instruction

1a Elect Director Daniel J. Brutto Mgmt For For For




Illinois Tool Works Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Susan Crown 1b

Mgmt ForForForElect Director James W. Griffith 1c

Mgmt ForForForElect Director Jay L. Henderson 1d

Mgmt ForForForElect Director Richard H. Lenny 1e

Mgmt ForForForElect Director E. Scott Santi 1f

Mgmt ForForForElect Director James A. Skinner 1g

Mgmt ForForForElect Director David B. Smith, Jr. 1h

Mgmt ForForForElect Director Pamela B. Strobel 1i

Mgmt ForForForElect Director Kevin M. Warren 1j

Mgmt ForForForElect Director Anre D. Williams 1k



3




Marriott International, Inc.



Country: USA



Ticker: MAR



VotingPolicy Rec

Vote Instruction

1.1 Elect Director J.W. Marriott, Jr. Mgmt For For For

Mgmt ForForForElect Director Mary K. Bush 1.2

Mgmt ForForForElect Director Bruce W. Duncan 1.3

Mgmt ForForForElect Director Deborah Marriott Harrison 1.4

Mgmt ForForForElect Director Frederick A. 'Fritz' Henderson 1.5

Mgmt ForForForElect Director Eric Hippeau 1.6

Mgmt ForForForElect Director Lawrence W. Kellner 1.7




Marriott International, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Debra L. Lee 1.8

Mgmt ForForForElect Director Aylwin B. Lewis 1.9

Mgmt ForForForElect Director George Munoz 1.10

Mgmt ForForForElect Director Steven S. Reinemund 1.11

Mgmt ForForForElect Director W. Mitt Romney 1.12

Mgmt ForForForElect Director Susan C. Schwab 1.13

Mgmt ForForForElect Director Arne M. Sorenson 1.14



3



Ryder System, Inc.



Country: USA



Ticker: R

Shares Voted: 5,410


VotingPolicy Rec

Vote Instruction

1a Elect Director Robert J. Eck Mgmt For For For

Mgmt ForForForElect Director L. Patrick Hassey 1b

Mgmt ForForForElect Director Michael F. Hilton 1c

Mgmt ForForForElect Director Tamara L. Lundgren 1d

Mgmt ForForForElect Director Abbie J. Smith 1e

Mgmt ForForForElect Director Hansel E. Tookes, II 1f


2


3





Ryder System, Inc.


VotingPolicy Rec

Vote Instruction



SAUL CENTERS, INC.



Country: USA



Ticker: BFS

Shares Voted: 1,727


VotingPolicy Rec

Vote Instruction

1.1 Elect Director John E. Chapoton Mgmt For For For


Mgmt ForForForElect Director H. Gregory Platts 1.2


Mgmt ForForForElect Director B. Francis Saul, II 1.3


Mgmt ForForForElect Director John R. Whitmore 1.4




3

Mgmt One YearOne YearNoneAdvisory Vote on Say on Pay Frequency 4


Silver Bay Realty Trust Corp.



Country: USA

Meeting Type: Special


Ticker: SBY

Shares Voted: 4,800


VotingPolicy Rec

Vote Instruction

1 Approve Merger Agreement Mgmt For Refer For




Silver Bay Realty Trust Corp.


VotingPolicy Rec

Vote Instruction

Voter Rationale: Support FOR this transaction is warranted given the healthy premium and thorough sales process.

Mgmt ForReferForAdjourn Meeting 2

Voter Rationale: A vote FOR this item is warranted in light of support for the underlying transaction.

Berkshire Hathaway Inc.



Country: USA



Ticker: BRK.B



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Warren E. Buffett Mgmt For For For

Mgmt ForForForElect Director Charles T. Munger 1.2

Mgmt ForForForElect Director Howard G. Buffett 1.3

Mgmt ForForForElect Director Stephen B. Burke 1.4

Mgmt ForForForElect Director Susan L. Decker 1.5

Mgmt ForForForElect Director William H. Gates, III 1.6

Mgmt ForForForElect Director David S. Gottesman 1.7

Mgmt ForForForElect Director Charlotte Guyman 1.8

Mgmt ForForForElect Director Thomas S. Murphy 1.9

Mgmt ForForForElect Director Ronald L. Olson 1.10

Mgmt ForForForElect Director Walter Scott, Jr. 1.11

Mgmt ForForForElect Director Meryl B. Witmer 1.12


2




Voter Rationale: A vote FOR this proposal is warranted, as additional information on its political expenditures and trade association activities would give shareholders a comprehensive understanding of the company's management of its political activities and any related risks and benefits.




Berkshire Hathaway Inc.


VotingPolicy Rec

Vote Instruction

SH ForForAgainstAssess and Report on Exposure to Climate Change Risks

5

Voter Rationale: A vote FOR this resolution is warranted, as comprehensive disclosure of the company's methane reduction policies, including performance metrics and oversight mechanisms, would enable shareholders to better understand how the company is managing its methane emissions and assess the effectiveness of the company's related efforts.

SH AgainstAgainstAgainstRequire Divestment from Fossil Fuels 6

Cincinnati Financial Corporation



Country: USA



Ticker: CINF



VotingPolicy Rec

Vote Instruction

1.1 Elect Director William F. Bahl Mgmt For For For


Mgmt ForForForElect Director Gregory T. Bier 1.2


Mgmt ForForForElect Director Linda W. Clement-Holmes 1.3


Mgmt ForForForElect Director Dirk J. Debbink 1.4


Mgmt ForForForElect Director Steven J. Johnston 1.5


Mgmt ForForForElect Director Kenneth C. Lichtendahl 1.6


Mgmt ForForForElect Director W. Rodney McMullen 1.7


Mgmt ForForForElect Director David P. Osborn 1.8


Mgmt ForForForElect Director Gretchen W. Price 1.9


Mgmt ForForForElect Director Thomas R. Schiff 1.10





Cincinnati Financial Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Douglas S. Skidmore 1.11


Mgmt ForForForElect Director Kenneth W. Stecher 1.12


Mgmt ForForForElect Director John F. Steele, Jr. 1.13


Mgmt ForForForElect Director Larry R. Webb 1.14




3


CBL & Associates Properties, Inc.



Country: USA



Ticker: CBL



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Charles B. Lebovitz Mgmt For For For

Mgmt ForForForElect Director Stephen D. Lebovitz 1.2

Mgmt ForForForElect Director Gary L. Bryenton 1.3

Mgmt ForForForElect Director A. Larry Chapman 1.4

Mgmt ForForForElect Director Matthew S. Dominski 1.5

Mgmt ForForForElect Director John D. Griffith 1.6

Mgmt ForForForElect Director Richard J. Lieb 1.7

Mgmt ForForForElect Director Gary J. Nay 1.8

Mgmt ForForForElect Director Kathleen M. Nelson 1.9



3




CBL & Associates Properties, Inc.


VotingPolicy Rec

Vote Instruction


Digital Realty Trust, Inc.



Country: USA



Ticker: DLR



VotingPolicy Rec

Vote Instruction

1a Elect Director Dennis E. Singleton Mgmt For Refer Against

Voter Rationale: Vote AGAINST Dennis Singleton, Laurence Chapman, Kevin Kennedy, and William LaPerch for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. As new director nominees at this year's annual meeting, Afshin Mohebbi and Mark Patterson did not have sufficient time to address the problematic practices relating to shareholders’ inability to amend the company bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt AgainstReferForElect Director Laurence A. Chapman 1b


Mgmt ForForForElect Director Kathleen Earley 1c


Mgmt AgainstReferForElect Director Kevin J. Kennedy 1d


Mgmt AgainstReferForElect Director William G. LaPerch 1e





Digital Realty Trust, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Afshin Mohebbi 1f


Mgmt ForForForElect Director Mark R. Patterson 1g


Mgmt ForForForElect Director A. William Stein 1h


Mgmt ForForForElect Director Robert H. Zerbst 1i





3

Voter Rationale: Although concern is noted about auto-accelerated equity vesting, a vote FOR this proposal is warranted, as pay and performance are reasonably aligned at this time.



International Paper Company



Country: USA



Ticker: IP



VotingPolicy Rec

Vote Instruction

1a Elect Director David J. Bronczek Mgmt For For For




International Paper Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director William J. Burns 1b

Mgmt ForForForElect Director Ahmet C. Dorduncu 1c

Mgmt ForForForElect Director Ilene S. Gordon 1d

Mgmt ForForForElect Director Jay L. Johnson 1e

Mgmt ForForForElect Director Stacey J. Mobley 1f

Mgmt ForForForElect Director Kathryn D. Sullivan 1g

Mgmt ForForForElect Director Mark S. Sutton 1h

Mgmt ForForForElect Director John L. Townsend, III 1i

Mgmt ForForForElect Director William G. Walter 1j

Mgmt ForForForElect Director J. Steven Whisler 1k

Mgmt ForForForElect Director Ray G. Young 1l



3


SH ForForAgainstPro-rata Vesting of Equity Awards 5

Voter Rationale: A vote FOR this item is warranted because a policy requiring pro-rata vesting of equity upon a change in control would further align the interests of executives with shareholders.

LKQ Corporation



Country: USA



Ticker: LKQ



VotingPolicy Rec

Vote Instruction

1a Elect Director Sukhpal Singh Ahluwalia Mgmt For For For


Mgmt ForForForElect Director A. Clinton Allen 1b


Mgmt ForForForElect Director Robert M. Hanser 1c





LKQ Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Joseph M. Holsten 1d


Mgmt ForForForElect Director Blythe J. McGarvie 1e


Mgmt ForForForElect Director Paul M. Meister 1f


Mgmt ForForForElect Director John F. O Brien 1g


Mgmt ForForForElect Director Guhan Subramanian 1h


Mgmt ForForForElect Director William M. Webster, IV 1i


Mgmt ForForForElect Director Dominick Zarcone 1j




3


National Health Investors, Inc.



Country: USA



Ticker: NHI

Shares Voted: 5,502


VotingPolicy Rec

Vote Instruction

1a Elect Director W. Andrew Adams Mgmt For For For

Mgmt ForForForElect Director Robert A. McCabe, Jr. 1b


2






3M Company



Country: USA



Ticker: MMM



VotingPolicy Rec

Vote Instruction

1a Elect Director Sondra L. Barbour Mgmt For For For

Mgmt ForForForElect Director Thomas "Tony" K. Brown 1b

Mgmt ForForForElect Director Vance D. Coffman 1c

Mgmt ForForForElect Director David B. Dillon 1d

Mgmt ForForForElect Director Michael L. Eskew 1e

Mgmt ForForForElect Director Herbert L. Henkel 1f

Mgmt ForForForElect Director Muhtar Kent 1g

Mgmt ForForForElect Director Edward M. Liddy 1h

Mgmt ForForForElect Director Gregory R. Page 1i

Mgmt ForForForElect Director Inge G. Thulin 1j

Mgmt ForForForElect Director Patricia A. Woertz 1k


2


3



Alexandria Real Estate Equities, Inc.



Country: USA



Ticker: ARE



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Joel S. Marcus Mgmt For For For






VotingPolicy Rec

Vote Instruction

Voter Rationale: WITHHOLD votes from Steven Hash, John Atkins III, James Cain, Maria Freire and Richard Klein for a material

governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company

bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt WithholdReferForElect Director Steven R. Hash 1.2




Mgmt WithholdReferForElect Director John L. Atkins, III 1.3




Mgmt WithholdReferForElect Director James P. Cain 1.4




Mgmt WithholdReferForElect Director Maria C. Freire 1.5




Mgmt WithholdReferForElect Director Richard H. Klein 1.6




Mgmt ForForForElect Director James H. Richardson 1.7





2

Voter Rationale: A vote FOR this proposal is warranted as pay and performance are reasonably aligned for the year in review.






VotingPolicy Rec

Vote Instruction




Voter Rationale: A vote FOR this proposal is warranted because the proposed increase is reasonable and there are no concerns regarding the company's past usage of shares.



AMETEK, Inc.



Country: USA



Ticker: AME



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Thomas A. Amato Mgmt For For For


Mgmt ForForForElect Director Anthony J. Conti 1.2


Mgmt ForForForElect Director Frank S. Hermance 1.3


Mgmt ForForForElect Director Gretchen W. McClain 1.4



2



Boston Scientific Corporation



Country: USA



Ticker: BSX




Boston Scientific Corporation



VotingPolicy Rec

Vote Instruction

1a Elect Director Nelda J. Connors Mgmt For For For


Mgmt ForForForElect Director Charles J. Dockendorff 1b


Mgmt ForForForElect Director Yoshiaki Fujimori 1c


Mgmt ForForForElect Director Donna A. James 1d


Mgmt ForForForElect Director Edward J. Ludwig 1e


Mgmt ForForForElect Director Stephen P. MacMillan 1f


Mgmt ForForForElect Director Michael F. Mahoney 1g


Mgmt ForForForElect Director David J. Roux 1h


Mgmt ForForForElect Director John E. Sununu 1i


Mgmt ForForForElect Director Ellen M. Zane 1j



2



Cummins Inc.



Country: USA



Ticker: CMI




Cummins Inc.



VotingPolicy Rec

Vote Instruction

1 Elect Director N. Thomas Linebarger Mgmt For For For

Voter Rationale: Vote AGAINST Alexis Herman, Robert Bernhard, Franklin Chang Diaz, Bruno Di Leo Allen, Stephen Dobbs,

Robert Herdman, Thomas Lynch, William Miller and Georgia Nelson for a material governance failure. The company's governing

documents provide that only the company's directors may amend the company bylaws. A vote FOR the remaining director

nominee, N. Thomas Linebarger, is warranted.

Mgmt AgainstReferForElect Director Robert J. Bernhard 2





Mgmt AgainstReferForElect Director Franklin R. Chang Diaz 3





Mgmt AgainstReferForElect Director Bruno V. Di Leo Allen 4





Mgmt AgainstReferForElect Director Stephen B. Dobbs 5








Cummins Inc.


VotingPolicy Rec

Vote Instruction

Mgmt AgainstReferForElect Director Robert K. Herdman 6





Mgmt AgainstReferForElect Director Alexis M. Herman 7





Mgmt AgainstReferForElect Director Thomas J. Lynch 8





Mgmt AgainstReferForElect Director William I. Miller 9





Mgmt AgainstReferForElect Director Georgia R. Nelson 10






11





Cummins Inc.


VotingPolicy Rec

Vote Instruction




13



Voter Rationale: Based on the Equity Plan Scorecard evaluation (EPSC) and an analysis of the proposed plan amendment to include a limit on NED pay, a vote FOR this proposal is warranted.


Voter Rationale: A vote FOR this binding proposal is warranted as it will ensure that the company adopts a proxy access bylaw on terms that would enhance shareholder rights.


Voter Rationale: A vote FOR this proposal is warranted as the larger aggregation limit in this proxy access proposal would enhance the proxy access right while still maintaining safeguards on the nomination process.

Danaher Corporation



Country: USA



Ticker: DHR



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Donald J. Ehrlich Mgmt For Refer Against

Voter Rationale: A vote AGAINST incumbent audit committee members Donald Ehrlich, Teri List-Stoll, and John Schwieters are warranted for a failure to sufficiently address problematic pledging activity. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Linda Hefner Filler 1.2


Mgmt ForForForElect Director Robert J. Hugin 1.3


Mgmt ForForForElect Director Thomas P. Joyce, Jr. 1.4





Danaher Corporation


VotingPolicy Rec

Vote Instruction

Mgmt AgainstReferForElect Director Teri List-Stoll 1.5


Mgmt ForForForElect Director Walter G. Lohr, Jr. 1.6


Mgmt ForForForElect Director Mitchell P. Rales 1.7


Mgmt ForForForElect Director Steven M. Rales 1.8


Mgmt AgainstReferForElect Director John T. Schwieters 1.9


Mgmt ForForForElect Director Alan G. Spoon 1.10


Mgmt ForForForElect Director Raymond C. Stevens 1.11


Mgmt ForForForElect Director Elias A. Zerhouni 1.12





Voter Rationale: Based on the Equity Plan Scorecard evaluation (EPSC) and an analysis of the plan amendments, a vote FOR this proposal is warranted.


Voter Rationale: A vote FOR this proposal is warranted to enable the company to preserve the financial benefits of the Section 162(m) tax deduction.




Danaher Corporation


VotingPolicy Rec

Vote Instruction


5




SH ForForAgainstReport on Goals to Reduce Greenhouse Gas Emissions

7

Voter Rationale: A vote FOR this proposal is warranted, as additional information on GHG emissions, GHG reduction goals, and oversight of the company's GHG emissions management and reduction activities would allow shareholders to better assess the company's management of these emissions and related performance.

DDR Corp.



Country: USA



Ticker: DDR



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Terrance R. Ahern Mgmt For For For

Mgmt ForForForElect Director Jane E. DeFlorio 1.2

Mgmt ForForForElect Director Thomas Finne 1.3

Mgmt ForForForElect Director Robert H. Gidel 1.4

Mgmt ForForForElect Director David R. Lukes 1.5

Mgmt ForForForElect Director Victor B. MacFarlane 1.6

Mgmt ForForForElect Director Alexander Otto 1.7

Mgmt ForForForElect Director Scott D. Roulston 1.8

Mgmt ForForForElect Director Barry A. Sholem 1.9


2



4




Easterly Government Properties, Inc.



Country: USA



Ticker: DEA

Shares Voted: 4,900


VotingPolicy Rec

Vote Instruction

1.1 Elect Director William C. Trimble, III Mgmt For For For

Voter Rationale: WITHHOLD votes are warranted for Nominating and Corporate Governance Committee members William Binnie, Cynthia Fisher, and Emil Henry Jr. due to the lack of risk oversight pertaining to the substantial pledged positions over which certain directors have control. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Darrell W. Crate 1.2


Mgmt ForForForElect Director Michael P. Ibe 1.3


Mgmt WithholdReferForElect Director William H. Binnie 1.4


Mgmt WithholdReferForElect Director Cynthia A. Fisher 1.5


Mgmt WithholdReferForElect Director Emil W. Henry, Jr. 1.6


Mgmt ForForForElect Director James E. Mead 1.7



2







L3 Technologies Inc.



Country: USA



Ticker: LLL

Shares Voted: 8,219


VotingPolicy Rec

Vote Instruction

1a Elect Director Claude R. Canizares Mgmt For For For

Mgmt ForForForElect Director Thomas A. Corcoran 1b

Mgmt ForForForElect Director Ann E. Dunwoody 1c

Mgmt ForForForElect Director Lewis Kramer 1d

Mgmt ForForForElect Director Robert B. Millard 1e

Mgmt ForForForElect Director Lloyd W. Newton 1f

Mgmt ForForForElect Director Vincent Pagano, Jr. 1g

Mgmt ForForForElect Director H. Hugh Shelton 1h

Mgmt ForForForElect Director Arthur L. Simon 1i

Mgmt ForForForElect Director Michael T. Strianese 1j


2




5


Leggett & Platt, Incorporated



Country: USA



Ticker: LEG



VotingPolicy Rec

Vote Instruction

1a Elect Director Robert E. Brunner Mgmt For For For

Mgmt ForForForElect Director Robert G. Culp, III 1b

Mgmt ForForForElect Director R. Ted Enloe, III 1c




Leggett & Platt, Incorporated


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Manuel A. Fernandez 1d

Mgmt ForForForElect Director Matthew C. Flanigan 1e

Mgmt ForForForElect Director Karl G. Glassman 1f

Mgmt ForForForElect Director Joseph W. McClanathan 1g

Mgmt ForForForElect Director Judy C. Odom 1h

Mgmt ForForForElect Director Phoebe A. Wood 1i


2


3


Loews Corporation



Country: USA



Ticker: L



VotingPolicy Rec

Vote Instruction

1a Elect Director Lawrence S. Bacow Mgmt For For For

Voter Rationale: Vote AGAINST Jacob Frenkel and Walter Harris for serving as non-independent members of a key board committee. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Ann E. Berman 1b


Mgmt ForForForElect Director Joseph L. Bower 1c


Mgmt ForForForElect Director Charles D. Davidson 1d


Mgmt ForForForElect Director Charles M. Diker 1e





Loews Corporation


VotingPolicy Rec

Vote Instruction

Mgmt AgainstReferForElect Director Jacob A. Frenkel 1f


Mgmt ForForForElect Director Paul J. Fribourg 1g


Mgmt AgainstReferForElect Director Walter L. Harris 1h


Mgmt ForForForElect Director Philip A. Laskawy 1i


Mgmt ForForForElect Director Ken Miller 1j


Mgmt ForForForElect Director Andrew H. Tisch 1k


Mgmt ForForForElect Director James S. Tisch 1l


Mgmt ForForForElect Director Jonathan M. Tisch 1m


Mgmt ForForForElect Director Anthony Welters 1n



2

Voter Rationale: Although concerns are noted, a vote FOR this proposal is warranted, as pay and performance are reasonably aligned at this time.








Newell Brands Inc.



Country: USA



Ticker: NWL



VotingPolicy Rec

Vote Instruction

1a Elect Director Ian G.H. Ashken Mgmt For For For

Mgmt ForForForElect Director Thomas E. Clarke 1b

Mgmt ForForForElect Director Kevin C. Conroy 1c

Mgmt ForForForElect Director Scott S. Cowen 1d

Mgmt ForForForElect Director Michael T. Cowhig 1e

Mgmt ForForForElect Director Domenico De Sole 1f

Mgmt ForForForElect Director Martin E. Franklin 1g

Mgmt ForForForElect Director Ros L'Esperance 1h

Mgmt ForForForElect Director Michael B. Polk 1i

Mgmt ForForForElect Director Steven J. Strobel 1j

Mgmt ForForForElect Director Michael A. Todman 1k

Mgmt ForForForElect Director Raymond G. Viault 1l


2


3


NiSource Inc.



Country: USA



Ticker: NI



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Richard A. Abdoo Mgmt For For For

NiSource Inc.


VotingPolicy Rec

Vote Instruction

Voter Rationale: A vote FOR the director nominees is warranted. However, caution is warranted with respect to Nominating and Governance Committee members Richard Abdoo, Aristides Candris, Michael Jesanis, Richard Thompson and Carolyn Woo, as the company's enhanced disclosure of its political expenditures, promised in response to last year's majority-supported shareholder proposal on the issue, has not been implemented and cannot be fully evaluated at this time.

Mgmt ForForForElect Director Peter A. Altabef 1.2


Mgmt ForForForElect Director Aristides S. Candris 1.3


Mgmt ForForForElect Director Wayne S. DeVeydt 1.4


Mgmt ForForForElect Director Joseph Hamrock 1.5


Mgmt ForForForElect Director Deborah A. Henretta 1.6


Mgmt ForForForElect Director Michael E. Jesanis 1.7


Mgmt ForForForElect Director Kevin T. Kabat 1.8




NiSource Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Richard L. Thompson 1.9


Mgmt ForForForElect Director Carolyn Y. Woo 1.10




3


O'Reilly Automotive, Inc.



Country: USA



Ticker: ORLY



VotingPolicy Rec

Vote Instruction

1a Elect Director David O'Reilly Mgmt For For For


Mgmt ForForForElect Director Charles H. O'Reilly Jr. 1b


Mgmt ForForForElect Director Larry O'Reilly 1c


Mgmt ForForForElect Director Rosalie O'Reilly Wooten 1d


Mgmt ForForForElect Director Jay D. Burchfield 1e


Mgmt ForForForElect Director Thomas T. Hendrickson 1f


O'Reilly Automotive, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Paul R. Lederer 1g


Mgmt ForForForElect Director John R. Murphy 1h


Mgmt ForForForElect Director Ronald Rashkow 1i



2





6

Voter Rationale: A vote FOR this proposal is warranted because a 10 percent threshold is more reasonable given the company's ownership structure.

Pentair plc



Country: Ireland


Primary Security ID: G7S00T104

Ticker: PNR



VotingPolicy Rec

Vote Instruction

1a Elect Director Glynis A. Bryan Mgmt For For For

Mgmt ForForForElect Director Jerry W. Burris 1b

Mgmt ForForForElect Director Carol Anthony (John) Davidson 1c

Mgmt ForForForElect Director Jacques Esculier 1d

Mgmt ForForForElect Director Edward P. Garden 1e

Mgmt ForForForElect Director T. Michael Glenn 1f

Mgmt ForForForElect Director David H. Y. Ho 1g

Mgmt ForForForElect Director Randall J. Hogan 1h

Mgmt ForForForElect Director David A. Jones 1i

Mgmt ForForForElect Director Ronald L. Merriman 1j




Pentair plc


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director William T. Monahan 1k

Mgmt ForForForElect Director Billie Ida Williamson 1l


2

Voter Rationale: A vote AGAINST this proposal is warranted. The CEO's targeted pay levels remain elevated â€“ the size of the CEO's equity awards in particular do not seem justified by the company's long-term performance, which shows lagging shareholder returns and financials. Also, a majority of equity awards lacked performance criteria in 2016, although this will be addressed next year.


Mgmt ForForForApprove Deloitte & Touche LLP as Auditors and Authorize Board to Fix Their Remuneration

4

Mgmt ForForForDetermine Price Range for Reissuance of Treasury Shares

5


Prudential Financial, Inc.



Country: USA



Ticker: PRU



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Thomas J. Baltimore, Jr. Mgmt For For For

Mgmt ForForForElect Director Gilbert F. Casellas 1.2

Mgmt ForForForElect Director Mark B. Grier 1.3

Mgmt ForForForElect Director Martina Hund-Mejean 1.4

Mgmt ForForForElect Director Karl J. Krapek 1.5

Mgmt ForForForElect Director Peter R. Lighte 1.6

Mgmt ForForForElect Director George Paz 1.7

Mgmt ForForForElect Director Sandra Pianalto 1.8


Mgmt ForForForElect Director Douglas A. Scovanner 1.10

Mgmt ForForForElect Director John R. Strangfeld 1.11

Mgmt ForForForElect Director Michael A. Todman 1.12




Prudential Financial, Inc.


VotingPolicy Rec

Vote Instruction


2


3



Voter Rationale: A vote FOR this proposal is warranted as shareholders could benefit from more independent oversight by having an independent chairman. The language of the proposed policy is not overly prescriptive and provides flexibility such that the policy can be phased in at the next CEO transition. In addition, the lead independent director may not be able to effectively counter-balance both the CEO and chairman and the non-independent vice-chairman. Support for this non-binding proposals offers an opportunity to clarify board leadership and eliminate a potentially confusing multi-headed leadership structure.

Scripps Networks Interactive, Inc.



Country: USA



Ticker: SNI

Shares Voted: 9,633


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Jarl Mohn Mgmt For Refer Withhold

Voter Rationale: WITHHOLD votes from Jarl Mohn and Ronald Tysoe for failure to remove a problematic pay practice when

entering into a new employment agreement with the CEO. Additionally, the committee increased the CEO's base salary and

annual incentive opportunity and granted multiple special equity awards. A vote FOR the remaining director nominees is

warranted.

Mgmt ForForForElect Director Nicholas B. Paumgarten 1.2




warranted.




Scripps Networks Interactive, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Jeffrey Sagansky 1.3




warranted.

Mgmt WithholdReferForElect Director Ronald W. Tysoe 1.4




warranted.

Tractor Supply Company



Country: USA



Ticker: TSCO



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Cynthia T. Jamison Mgmt For For For

Mgmt ForForForElect Director Johnston C. Adams 1.2

Mgmt ForForForElect Director Peter D. Bewley 1.3

Mgmt ForForForElect Director Ramkumar Krishnan 1.4

Mgmt ForForForElect Director George MacKenzie 1.5

Mgmt ForForForElect Director Edna K. Morris 1.6

Mgmt ForForForElect Director Mark J. Weikel 1.7

Mgmt ForForForElect Director Gregory A. Sandfort 1.8



3





Waters Corporation



Country: USA



Ticker: WAT

Shares Voted: 8,590


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Michael J. Berendt Mgmt For For For

Mgmt ForForForElect Director Douglas A. Berthiaume 1.2

Mgmt ForForForElect Director Edward Conard 1.3

Mgmt ForForForElect Director Laurie H. Glimcher 1.4

Mgmt ForForForElect Director Christopher A. Kuebler 1.5

Mgmt ForForForElect Director William J. Miller 1.6

Mgmt ForForForElect Director Christopher J. O'Connell 1.7

Mgmt ForForForElect Director JoAnn A. Reed 1.8

Mgmt ForForForElect Director Thomas P. Salice 1.9


2


3



SH ForForNoneAdopt Proxy Access Right 6


Wyndham Worldwide Corporation



Country: USA



Ticker: WYN



VotingPolicy Rec

Vote Instruction

1a Elect Director Myra J. Biblowit Mgmt For For For

Mgmt ForForForElect Director Louise F. Brady 1b

Mgmt ForForForElect Director James E. Buckman 1c




Wyndham Worldwide Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director George Herrera 1d

Mgmt ForForForElect Director Stephen P. Holmes 1e

Mgmt ForForForElect Director Brian Mulroney 1f

Mgmt ForForForElect Director Pauline D.E. Richards 1g

Mgmt ForForForElect Director Michael H. Wargotz 1h


2



SH ForForAgainstReport on Political Contributions Disclosure 5

Voter Rationale: A vote FOR this resolution is warranted, as the company does not provide comprehensive disclosure regarding its direct political contributions, trade association memberships, payments, or related management-level oversight mechanisms.

Acadia Realty Trust



Country: USA



Ticker: AKR



VotingPolicy Rec

Vote Instruction

1a Elect Director Kenneth F. Bernstein Mgmt For For For

Voter Rationale: Vote AGAINST members of the Nominating and Corporate Governance Committee Douglas Crocker II, Wendy Luscombe and C. David Zoba for a material governance failure. The company maintains a declaration of trust which prohibits or restricts shareholders’ ability to amend the company bylaws.

Mgmt AgainstReferForElect Director Douglas Crocker, II 1b


Mgmt ForForForElect Director Lorrence T. Kellar 1c


Mgmt AgainstReferForElect Director Wendy Luscombe 1d





Acadia Realty Trust


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director William T. Spitz 1e


Mgmt ForForForElect Director Lynn C. Thurber 1f


Mgmt ForForForElect Director Lee S. Wielansky 1g


Mgmt AgainstReferForElect Director C. David Zoba 1h





3

Voter Rationale: A vote FOR this proposal is warranted. Though TSR performance has lagged peers and the index in both the long- and short-term, annual incentives are paid in LTIP units with a five-year vesting schedule. Performance-conditioned equity awards are based on multiyear relative and absolute performance and a portion require additional time-vesting. Lastly, the CEO's pay increase was largely driven by the payout of a long-term cash award tied to the performance of the company's investment funds.

Mgmt AgainstAgainstForIncrease Authorized Preferred and Common Stock

4

Voter Rationale: A vote AGAINST this proposal is warranted because the additional shares may effectively increase the company's blank check preferred authorization and the company has not stated that such shares will not be used for anti-takeover purposes.



Alexion Pharmaceuticals, Inc.



Country: USA



Ticker: ALXN




Alexion Pharmaceuticals, Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Felix J. Baker Mgmt For For For

Mgmt ForForForElect Director David R. Brennan 1.2

Mgmt ForForForElect Director M. Michele Burns 1.3

Mgmt ForForForElect Director Christopher J. Coughlin 1.4

Mgmt ForForForElect Director Ludwig N. Hantson 1.5

Mgmt ForForForElect Director John T. Mollen 1.6

Mgmt ForForForElect Director R. Douglas Norby 1.7

Mgmt ForForForElect Director Alvin S. Parven 1.8

Mgmt ForForForElect Director Andreas Rummelt 1.9

Mgmt ForForForElect Director Ann M. Veneman 1.10



3


4


SH AgainstAgainstAgainstProvide For Confidential Running Vote Tallies On Executive Pay Matters

6

Anadarko Petroleum Corporation



Country: USA



Ticker: APC



VotingPolicy Rec

Vote Instruction

1a Elect Director Anthony R. Chase Mgmt For For For


Mgmt ForForForElect Director David E. Constable 1b





Anadarko Petroleum Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director H. Paulett Eberhart 1c


Mgmt ForForForElect Director Claire S. Farley 1d


Mgmt ForForForElect Director Peter J. Fluor 1e


Mgmt ForForForElect Director Richard L. George 1f


Mgmt ForForForElect Director Joseph W. Gorder 1g


Mgmt ForForForElect Director John R. Gordon 1h


Mgmt ForForForElect Director Sean Gourley 1i


Mgmt ForForForElect Director Mark C. McKinley 1j


Mgmt ForForForElect Director Eric D. Mullins 1k


Mgmt ForForForElect Director R. A. Walker 1l




3


CVS Health Corporation



Country: USA



Ticker: CVS



VotingPolicy Rec

Vote Instruction

1a Elect Director Richard M. Bracken Mgmt For For For






VotingPolicy Rec

Vote Instruction

Voter Rationale: Vote AGAINST Anne Finucane for attending less than 75 percent of the board and committee meetings that were scheduled over the past year without a valid excuse. A vote FOR the remaining directors is warranted.

Mgmt ForForForElect Director C. David Brown, II 1b


Mgmt ForForForElect Director Alecia A. DeCoudreaux 1c


Mgmt ForForForElect Director Nancy-Ann M. DeParle 1d


Mgmt ForForForElect Director David W. Dorman 1e


Mgmt AgainstReferForElect Director Anne M. Finucane 1f


Mgmt ForForForElect Director Larry J. Merlo 1g


Mgmt ForForForElect Director Jean-Pierre Millon 1h


Mgmt ForForForElect Director Mary L. Schapiro 1i


Mgmt ForForForElect Director Richard J. Swift 1j


Mgmt ForForForElect Director William C. Weldon 1k


Mgmt ForForForElect Director Tony L. White 1l









VotingPolicy Rec

Vote Instruction


3

Voter Rationale: A vote AGAINST this proposal is warranted. The CEO's long-term incentives are overall not rigorously performance-based. The majority is delivered in time-vesting equity awards, and the specific goals applicable to the performance 2016-2018 LTIP are not disclosed. There is also incomplete goal disclosure for other LTIP cycles. Without this information, shareholders are unable to fully assess the rigor of the program. Also, while the committee references financial results, STI awards can be increased by committee discretion up to 25 percent.


Voter Rationale: A vote for the adoption of an ANNUAL say-on-pay frequency is warranted




6

Voter Rationale: A vote FOR this proposal is warranted given that lowering the threshold to call a special meeting would enhance the current shareholder right to call special meetings.

SH AgainstAgainstAgainstReport on Pay Disparity 7

Voter Rationale: A vote AGAINST this proposal is warranted because: as the SEC pay ratio formula has now been finalized,

the proposal is largely duplicative; the company's executive compensation program disclosure is robust; and, it is unclear

that the requested additional analysis evaluating and justifying differences in compensation between senior executives and

non-executives, as well as other elements of this proposal, would produce meaningful information on the company's

compensation policies and practices beyond what the company already discloses in its proxy.

SH AgainstAgainstAgainstAdopt Quantitative Renewable Energy Goals 8

Voter Rationale: A vote AGAINST this proposal is warranted, as the company's disclosure and practices demonstrate to

shareholders that it is taking necessary steps to manage the concerns raised by the proposal. In particular, The company has

climate change-related policies, including board-level oversight mechanisms and it ties employee compensation to sustainability

performance; and The company has adopted a carbon-intensity reduction goal and reports achieving this goal ahead of

schedule.

Dominion Resources, Inc.



Country: USA



Ticker: D







VotingPolicy Rec

Vote Instruction

1.1 Elect Director William P. Barr Mgmt For For For

Voter Rationale: Vote AGAINST John Harris for serving as a non-independent member of a key board committee. A vote FOR the remaining directors is warranted.

Mgmt ForForForElect Director Helen E. Dragas 1.2


Mgmt ForForForElect Director James O. Ellis, Jr. 1.3


Mgmt ForForForElect Director Thomas F. Farrell, II 1.4


Mgmt AgainstReferForElect Director John W. Harris 1.5


Mgmt ForForForElect Director Ronald W. Jibson 1.6


Mgmt ForForForElect Director Mark J. Kington 1.7


Mgmt ForForForElect Director Joseph M. Rigby 1.8


Mgmt ForForForElect Director Pamela J. Royal 1.9


Mgmt ForForForElect Director Robert H. Spilman, Jr. 1.10


Mgmt ForForForElect Director Susan N. Story 1.11


Mgmt ForForForElect Director Michael E. Szymanczyk 1.12







VotingPolicy Rec

Vote Instruction




3

Voter Rationale: A vote FOR this proposal is warranted. The annual incentive is based on a rigorous funding metric, with threshold performance set above 2015's achievement. Additionally, long-term incentives are half performance-based with a multi-year performance period, which will increase from two to three years in 2017. Given the company's practice of providing additional years of service credits for the CEO's pension, continued shareholder monitoring is warranted.



Mgmt ForForForChange Company Name to Dominion Energy, Inc.

5

Voter Rationale: A vote FOR this proposal is warranted, as the change is unlikely to have any negative impact on shareholders.

SH AgainstAgainstAgainstReport on Lobbying Payments and Policy 6

Voter Rationale: A vote AGAINST this resolution is warranted based on the company's current level of disclosure of its lobbying and trade association-related policies, practices, and oversight mechanisms.

SH ForForAgainstRequire Director Nominee with Environmental Experience

7

Voter Rationale: A vote FOR this resolution is warranted, as Dominion does not appear to have an independent board member with relevant environmental expertise, and its operations are subject to environmental risks.


8

Voter Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from additional information about the impact that climate change-related regulations limiting global warming to no more than two degrees Celsius might have on the company and its operations, and the actions that the company is taking to mitigate these risks.

SH ForForAgainstReport on Methane Emissions Management and Reduction Targets

9

Voter Rationale: A vote FOR this resolution is warranted, as additional information regarding the company's methane emissions, and its related reduction practices and policies, would allow shareholders to better understand the company's management of its methane emissions and any related risks.

Education Realty Trust, Inc.



Country: USA



Ticker: EDR



VotingPolicy Rec

Vote Instruction

1.1 Elect Director John V. Arabia Mgmt For For For





Education Realty Trust, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director William J. Cahill, III 1.2


Mgmt ForForForElect Director Randall L. Churchey 1.3


Mgmt ForForForElect Director Kimberly K. Schaefer 1.4


Mgmt ForForForElect Director Howard A. Silver 1.5


Mgmt ForForForElect Director John T. Thomas 1.6


Mgmt ForForForElect Director Thomas Trubiana 1.7


Mgmt ForForForElect Director Wendell W. Weakley 1.8




3



Frontier Communications Corporation



Country: USA



Ticker: FTR



VotingPolicy Rec

Vote Instruction

1a Elect Director Leroy T. Barnes, Jr. Mgmt For For For

Mgmt ForForForElect Director Peter C.B. Bynoe 1b

Mgmt ForForForElect Director Diana S. Ferguson 1c

Mgmt ForForForElect Director Edward Fraioli 1d

Mgmt ForForForElect Director Daniel J. McCarthy 1e




Frontier Communications Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Pamela D.A. Reeve 1f

Mgmt ForForForElect Director Virginia P. Ruesterholz 1g

Mgmt ForForForElect Director Howard L. Schrott 1h

Mgmt ForForForElect Director Mark Shapiro 1i

Mgmt ForForForElect Director Myron A. Wick, III 1j


2



Mgmt ForForForApprove Reverse Stock Split 5

Voter Rationale: A vote AGAINST this proposal is warranted as it would result in an excessive increase in the number of available and unissued authorized common shares.


Gilead Sciences, Inc.



Country: USA



Ticker: GILD



VotingPolicy Rec

Vote Instruction

1a Elect Director John F. Cogan Mgmt For For For

Mgmt ForForForElect Director Kelly A. Kramer 1b

Mgmt ForForForElect Director Kevin E. Lofton 1c

Mgmt ForForForElect Director John C. Martin 1d

Mgmt ForForForElect Director John F. Milligan 1e

Mgmt ForForForElect Director Nicholas G. Moore 1f

Mgmt ForForForElect Director Richard J. Whitley 1g

Mgmt ForForForElect Director Gayle E. Wilson 1h

Mgmt ForForForElect Director Per Wold-Olsen 1i






Gilead Sciences, Inc.


VotingPolicy Rec

Vote Instruction


4





Voter Rationale: A vote FOR this proposal is warranted. The language of the proposed policy is not overly prescriptive and provides flexibility such that the policy can be phased in at the next CEO transition. In addition, the lead independent director may not be able to effectively counter-balance both the CEO and the executive chair. In addition, the company's TSR underperformed over the short-term. Shareholders would benefit from stronger independent board oversight in the form of an independent chair. Support for this non-binding proposals offers an opportunity to clarify board leadership and eliminate a potentially confusing multi-headed leadership structure. In addition, this non-binding proposal would not require an immediate change in the board leadership structure as it would allow the board discretion to phase in the policy requiring an independent chair at the next CEO transition.

Highwoods Properties, Inc.



Country: USA



Ticker: HIW



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Charles A. Anderson Mgmt For For For


Mgmt ForForForElect Director Gene H. Anderson 1.2


Mgmt ForForForElect Director Carlos E. Evans 1.3


Mgmt ForForForElect Director Edward J. Fritsch 1.4


Mgmt ForForForElect Director David J. Hartzell 1.5


Mgmt ForForForElect Director Sherry A. Kellett 1.6





Highwoods Properties, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director O. Temple Sloan, Jr. 1.7




3


Kinder Morgan, Inc.



Country: USA



Ticker: KMI



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Richard D. Kinder Mgmt For For For

Mgmt ForForForElect Director Steven J. Kean 1.2

Mgmt ForForForElect Director Kimberly A. Dang 1.3

Mgmt ForForForElect Director Ted A. Gardner 1.4

Mgmt ForForForElect Director Anthony W. Hall, Jr. 1.5

Mgmt ForForForElect Director Gary L. Hultquist 1.6

Mgmt ForForForElect Director Ronald L. Kuehn, Jr. 1.7

Mgmt ForForForElect Director Deborah A. Macdonald 1.8

Mgmt ForForForElect Director Michael C. Morgan 1.9

Mgmt ForForForElect Director Arthur C. Reichstetter 1.10

Mgmt ForForForElect Director Fayez Sarofim 1.11

Mgmt ForForForElect Director C. Park Shaper 1.12

Mgmt ForForForElect Director William A. Smith 1.13

Mgmt ForForForElect Director Joel V. Staff 1.14

Mgmt ForForForElect Director Robert F. Vagt 1.15

Mgmt ForForForElect Director Perry M. Waughtal 1.16


2




Kinder Morgan, Inc.


VotingPolicy Rec

Vote Instruction


Voter Rationale: A vote FOR this proposal is warranted, as adoption of proxy access will enhance shareholder rights and the proposal includes appropriate safeguards against abuse of the nomination process.

SH ForForAgainstReport on Methane Emissions 4

Voter Rationale: A vote FOR this resolution is warranted, as additional information regarding the company's methane emissions reduction practices and policies would enable shareholders to comprehensively evaluate the company's management of this issue and any related risks.

SH ForForAgainstReport on Annual Sustainability 5


SH ForForAgainstReport on Capital Expenditure Strategy with Respect to Climate Change Policy

6

Voter Rationale: A vote FOR this resolution is warranted as shareholders would benefit from additional information regarding the medium and long-term impacts of technological advances, carbon restrictions and government regulation on company's assets and planned expenditures.

Kite Realty Group Trust



Country: USA



Ticker: KRG



VotingPolicy Rec

Vote Instruction

1a Elect Director John A. Kite Mgmt For For For

Voter Rationale: Vote AGAINST members of the Corporate Governance and Nominating Committee William Bindley, Victor Coleman, Lee Daniels and Barton Peterson for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws.

Mgmt AgainstReferForElect Director William E. Bindley 1b


Mgmt AgainstReferForElect Director Victor J. Coleman 1c


Mgmt AgainstReferForElect Director Lee A. Daniels 1d





Kite Realty Group Trust


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Gerald W. Grupe 1e


Mgmt ForForForElect Director Christie B. Kelly 1f


Mgmt ForForForElect Director David R. O'Reilly 1g


Mgmt AgainstReferForElect Director Barton R. Peterson 1h


Mgmt ForForForElect Director Charles H. Wurtzebach 1i



2

Voter Rationale: A vote FOR this proposal is warranted. Although total CEO pay increased considerably, this was largely attributed to additional performance-based equity grants, which may be earned only upon the attainment of stretch goals.





Kohl's Corporation



Country: USA



Ticker: KSS



VotingPolicy Rec

Vote Instruction

1a Elect Director Peter Boneparth Mgmt For For For

Mgmt ForForForElect Director Steven A. Burd 1b




Kohl's Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Kevin Mansell 1c

Mgmt ForForForElect Director Jonas Prising 1d

Mgmt ForForForElect Director John E. Schlifske 1e

Mgmt ForForForElect Director Adrianne Shapira 1f

Mgmt ForForForElect Director Frank V. Sica 1g

Mgmt ForForForElect Director Stephanie A. Streeter 1h

Mgmt ForForForElect Director Nina G. Vaca 1i

Mgmt ForForForElect Director Stephen E. Watson 1j



3




Murphy Oil Corporation



Country: USA



Ticker: MUR



VotingPolicy Rec

Vote Instruction

1a Elect Director T. Jay Collins Mgmt For For For


Mgmt ForForForElect Director Steven A. Cosse 1b


Mgmt ForForForElect Director Claiborne P. Deming 1c


Mgmt ForForForElect Director Lawrence R. Dickerson 1d


Mgmt ForForForElect Director Roger W. Jenkins 1e





Murphy Oil Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Elisabeth W. Keller 1f


Mgmt ForForForElect Director James V. Kelley 1g


Mgmt ForForForElect Director Walentin Mirosh 1h


Mgmt ForForForElect Director R. Madison Murphy 1i


Mgmt ForForForElect Director Jeffrey W. Nolan 1j


Mgmt ForForForElect Director Neal E. Schmale 1k


Mgmt ForForForElect Director Laura A. Sugg 1l



2




Nasdaq, Inc.



Country: USA



Ticker: NDAQ



VotingPolicy Rec

Vote Instruction

1a Elect Director Melissa M. Arnoldi Mgmt For For For

Mgmt ForForForElect Director Charlene T. Begley 1b

Mgmt ForForForElect Director Steven D. Black 1c

Mgmt ForForForElect Director Adena T. Friedman 1d

Mgmt ForForForElect Director Glenn H. Hutchins 1e




Nasdaq, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Essa Kazim 1f

Mgmt ForForForElect Director Thomas A. Kloet 1g

Mgmt ForForForElect Director Michael R. Splinter 1h

Mgmt ForForForElect Director Lars R. Wedenborn 1i


2





Simon Property Group, Inc.



Country: USA



Ticker: SPG



VotingPolicy Rec

Vote Instruction

1a Elect Director Glyn F. Aeppel Mgmt For For For

Mgmt ForForForElect Director Larry C. Glasscock 1b

Mgmt ForForForElect Director Karen N. Horn 1c

Mgmt ForForForElect Director Allan Hubbard 1d

Mgmt ForForForElect Director Reuben S. Leibowitz 1e

Mgmt ForForForElect Director Gary M. Rodkin 1f

Mgmt ForForForElect Director Daniel C. Smith 1g

Mgmt ForForForElect Director J. Albert Smith, Jr. 1h



3





Skyworks Solutions, Inc.



Country: USA



Ticker: SWKS



VotingPolicy Rec

Vote Instruction

1.1 Elect Director David J. Aldrich Mgmt For For For


Mgmt ForForForElect Director Kevin L. Beebe 1.2


Mgmt ForForForElect Director Timothy R. Furey 1.3


Mgmt ForForForElect Director Liam K. Griffin 1.4


Mgmt ForForForElect Director Balakrishnan S. Iyer 1.5


Mgmt ForForForElect Director Christine King 1.6


Mgmt ForForForElect Director David P. McGlade 1.7


Mgmt ForForForElect Director David J. McLachlan 1.8


Mgmt ForForForElect Director Robert A. Schriesheim 1.9




3


The Dun & Bradstreet Corporation



Country: USA



Ticker: DNB




The Dun & Bradstreet Corporation

Shares Voted: 3,703


VotingPolicy Rec

Vote Instruction

1a Elect Director Robert P. Carrigan Mgmt For For For


Mgmt ForForForElect Director Cindy Christy 1b


Mgmt ForForForElect Director L. Gordon Crovitz 1c


Mgmt ForForForElect Director James N. Fernandez 1d


Mgmt ForForForElect Director Paul R. Garcia 1e


Mgmt ForForForElect Director Anastassia Lauterbach 1f


Mgmt ForForForElect Director Thomas J. Manning 1g


Mgmt ForForForElect Director Randall D. Mott 1h


Mgmt ForForForElect Director Judith A. Reinsdorf 1i



2


3


Urban Edge Properties



Country: USA



Ticker: UE




Urban Edge Properties



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Michael A. Gould Mgmt For Refer Withhold

Voter Rationale: WITHHOLD votes from Corporate Governance and Nominating Committee members Michael Gould and Kevin O'Shea for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Steven J. Guttman 1.2


Mgmt WithholdReferForElect Director Kevin P. O'Shea 1.3





3

Voter Rationale: A vote FOR this proposal is warranted. Total CEO compensation significantly decreased over the past fiscal year, which was mainly driven by the reduction of equity grants. Although concerns are noted with respect to the lack of performance-based equity and the large automobile-related perk, pay and performance are reasonably aligned at this time.

Xylem Inc.



Country: USA



Ticker: XYL



VotingPolicy Rec

Vote Instruction

1a Elect Director Curtis J. Crawford Mgmt For For For


Mgmt ForForForElect Director Robert F. Friel 1b


Mgmt ForForForElect Director Sten E. Jakobsson 1c


Mgmt ForForForElect Director Steven R. Loranger 1d





Xylem Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Surya N. Mohapatra 1e


Mgmt ForForForElect Director Jerome A. Peribere 1f




3

Mgmt ForForForAmend Articles 4

Apache Corporation



Country: USA



Ticker: APA



VotingPolicy Rec

Vote Instruction

1 Elect Director Annell R. Bay Mgmt For For For


Mgmt ForForForElect Director John J. Christmann, IV 2


Mgmt ForForForElect Director Chansoo Joung 3


Mgmt ForForForElect Director William C. Montgomery 4


Mgmt ForForForElect Director Amy H. Nelson 5


Mgmt ForForForElect Director Daniel W. Rabun 6


Mgmt ForForForElect Director Peter A. Ragauss 7




9




Apache Corporation


VotingPolicy Rec

Vote Instruction


Assurant, Inc.



Country: USA



Ticker: AIZ

Shares Voted: 6,011


VotingPolicy Rec

Vote Instruction

1a Elect Director Elaine D. Rosen Mgmt For For For

Mgmt ForForForElect Director Howard L. Carver 1b

Mgmt ForForForElect Director Juan N. Cento 1c

Mgmt ForForForElect Director Alan B. Colberg 1d

Mgmt ForForForElect Director Elyse Douglas 1e

Mgmt ForForForElect Director Lawrence V. Jackson 1f

Mgmt ForForForElect Director Charles J. Koch 1g

Mgmt ForForForElect Director Jean-Paul L. Montupet 1h

Mgmt ForForForElect Director Paul J. Reilly 1i

Mgmt ForForForElect Director Robert W. Stein 1j


2


3




C.H. Robinson Worldwide, Inc.



Country: USA



Ticker: CHRW




C.H. Robinson Worldwide, Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Scott P. Anderson Mgmt For For For


Mgmt ForForForElect Director Robert Ezrilov 1.2


Mgmt ForForForElect Director Wayne M. Fortun 1.3


Mgmt ForForForElect Director Mary J. Steele Guilfoile 1.4


Mgmt ForForForElect Director Jodee A. Kozlak 1.5


Mgmt ForForForElect Director Brian P. Short 1.6


Mgmt ForForForElect Director James B. Stake 1.7


Mgmt ForForForElect Director John P. Wiehoff 1.8



2



SH***Withdrawn Resolution*** Report on Greenhouse Gas Emissions Disclosure

5

Cimarex Energy Co.



Country: USA



Ticker: XEC



VotingPolicy Rec

Vote Instruction

1.1 Elect Director David A. Hentschel Mgmt For For For




Cimarex Energy Co.


VotingPolicy Rec

Vote Instruction


Mgmt ForForForElect Director Thomas E. Jorden 1.2


Mgmt ForForForElect Director Floyd R. Price 1.3


Mgmt ForForForElect Director Frances M. Vallejo 1.4



2



Corporate Office Properties Trust



Country: USA



Ticker: OFC



VotingPolicy Rec

Vote Instruction

1a Elect Director Thomas F. Brady Mgmt For For For

Mgmt ForForForElect Director Stephen E. Budorick 1b

Mgmt ForForForElect Director Robert L. Denton, Sr. 1c

Mgmt ForForForElect Director Philip L. Hawkins 1d

Mgmt ForForForElect Director Elizabeth A. Hight 1e

Mgmt ForForForElect Director David M. Jacobstein 1f

Mgmt ForForForElect Director Steven D. Kesler 1g

Mgmt ForForForElect Director C. Taylor Pickett 1h

Mgmt ForForForElect Director Richard Szafranski 1i

Mgmt ForForForAmend Declaration of Trust 2


3





Corporate Office Properties Trust


VotingPolicy Rec

Vote Instruction


5


Discover Financial Services



Country: USA



Ticker: DFS



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Jeffrey S. Aronin Mgmt For For For

Mgmt ForForForElect Director Mary K. Bush 1.2

Mgmt ForForForElect Director Gregory C. Case 1.3

Mgmt ForForForElect Director Candace H. Duncan 1.4

Mgmt ForForForElect Director Joseph F. Eazor 1.5

Mgmt ForForForElect Director Cynthia A. Glassman 1.6

Mgmt ForForForElect Director Richard H. Lenny 1.7

Mgmt ForForForElect Director Thomas G. Maheras 1.8

Mgmt ForForForElect Director Michael H. Moskow 1.9

Mgmt ForForForElect Director David W. Nelms 1.10

Mgmt ForForForElect Director Mark A. Thierer 1.11

Mgmt ForForForElect Director Lawrence A. Weinbach 1.12


2



E*TRADE Financial Corporation



Country: USA



Ticker: ETFC




E*TRADE Financial Corporation



VotingPolicy Rec

Vote Instruction

1a Elect Director Richard J. Carbone Mgmt For For For


Mgmt ForForForElect Director James P. Healy 1b


Mgmt ForForForElect Director Kevin T. Kabat 1c


Mgmt ForForForElect Director Frederick W. Kanner 1d


Mgmt ForForForElect Director James Lam 1e


Mgmt ForForForElect Director Rodger A. Lawson 1f


Mgmt ForForForElect Director Shelley B. Leibowitz 1g


Mgmt ForForForElect Director Karl A. Roessner 1h


Mgmt ForForForElect Director Rebecca Saeger 1i


Mgmt ForForForElect Director Joseph L. Sclafani 1j


Mgmt ForForForElect Director Gary H. Stern 1k


Mgmt ForForForElect Director Donna L. Weaver 1l



2






EastGroup Properties, Inc.



Country: USA



Ticker: EGP

Shares Voted: 4,616


VotingPolicy Rec

Vote Instruction

1a Elect Director D. Pike Aloian Mgmt For For For


Mgmt ForForForElect Director H.C. Bailey, Jr. 1b


Mgmt ForForForElect Director H. Eric Bolton, Jr. 1c


Mgmt ForForForElect Director Hayden C. Eaves, III 1d


Mgmt ForForForElect Director Fredric H. Gould 1e


Mgmt ForForForElect Director David H. Hoster, II 1f


Mgmt ForForForElect Director Marshall A. Loeb 1g


Mgmt ForForForElect Director Mary E. McCormick 1h


Mgmt ForForForElect Director Leland R. Speed 1i




3


Edwards Lifesciences Corporation



Country: USA



Ticker: EW




Edwards Lifesciences Corporation



VotingPolicy Rec

Vote Instruction

1a Elect Director Michael A. Mussallem Mgmt For For For


Mgmt ForForForElect Director Kieran T. Gallahue 1b


Mgmt ForForForElect Director Leslie S. Heisz 1c


Mgmt ForForForElect Director William J. Link 1d


Mgmt ForForForElect Director Steven R. Loranger 1e


Mgmt ForForForElect Director Martha H. Marsh 1f


Mgmt ForForForElect Director Wesley W. von Schack 1g


Mgmt ForForForElect Director Nicholas J. Valeriani 1h




3



5


6

Empire State Realty Trust, Inc.



Country: USA



Ticker: ESRT




Empire State Realty Trust, Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Anthony E. Malkin Mgmt For For For

Voter Rationale: WITHHOLD votes are warranted for Steven Gilbert and James Robinson IV for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director William H. Berkman 1.2


Mgmt ForForForElect Director Leslie D. Biddle 1.3


Mgmt ForForForElect Director Thomas J. DeRosa 1.4


Mgmt WithholdReferForElect Director Steven J. Gilbert 1.5


Mgmt ForForForElect Director S. Michael Giliberto 1.6


Mgmt WithholdReferForElect Director James D. Robinson, IV 1.7



2

Voter Rationale: A vote AGAINST this proposal is warranted. Year-over-year, CEO pay rose 173 percent. CEO Malkin received a sizable base salary increase without compelling rationale, therefore also growing the target annual incentive. The annual incentive payout, while informed by financial performance, was largely discretionary. Additionally, LTI awards are predominately performance-based, but the company significantly increased the value of the award, also without compelling rationale.






Express Scripts Holding Company



Country: USA



Ticker: ESRX



VotingPolicy Rec

Vote Instruction

1a Elect Director Maura C. Breen Mgmt For For For

Mgmt ForForForElect Director William J. DeLaney 1b

Mgmt ForForForElect Director Elder Granger 1c

Mgmt ForForForElect Director Nicholas J. LaHowchic 1d

Mgmt ForForForElect Director Thomas P. Mac Mahon 1e

Mgmt ForForForElect Director Frank Mergenthaler 1f

Mgmt ForForForElect Director Woodrow A. Myers, Jr. 1g

Mgmt ForForForElect Director Roderick A. Palmore 1h

Mgmt ForForForElect Director George Paz 1i

Mgmt ForForForElect Director William L. Roper 1j

Mgmt ForForForElect Director Seymour Sternberg 1k

Mgmt ForForForElect Director Timothy Wentworth 1l


2


3



Voter Rationale: A vote FOR this proposal is warranted. This proposal offers an opportunity to clarify board leadership and eliminate a potentially confusing multi-headed leadership structure, consisting of a lead director, CEO, and non-independent chairman. Moreover, while there are no material governance concerns at this time, the company's TSR has underperformed its peer group on a short- and long-term basis, which calls into question whether shareholders are best served by a non-independent chairman on a prospective basis.


First Industrial Realty Trust, Inc.



Country: USA


Primary Security ID: 32054K103

Ticker: FR




First Industrial Realty Trust, Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Peter E. Baccile Mgmt For For For

Mgmt ForForForElect Director Matthew S. Dominski 1.2

Mgmt ForForForElect Director Bruce W. Duncan 1.3

Mgmt ForForForElect Director H. Patrick Hackett, Jr. 1.4

Mgmt ForForForElect Director John Rau 1.5

Mgmt ForForForElect Director L. Peter Sharpe 1.6

Mgmt ForForForElect Director W. Ed Tyler 1.7


2




5

Ford Motor Company



Country: USA



Ticker: F



VotingPolicy Rec

Vote Instruction

1a Elect Director Stephen G. Butler Mgmt For For For

Mgmt ForForForElect Director Kimberly A. Casiano 1b

Mgmt ForForForElect Director Anthony F. Earley, Jr. 1c

Mgmt ForForForElect Director Mark Fields 1d

Mgmt ForForForElect Director Edsel B. Ford, II 1e

Mgmt ForForForElect Director William Clay Ford, Jr. 1f

Mgmt ForForForElect Director William W. Helman, IV 1g

Mgmt ForForForElect Director Jon M. Huntsman, Jr. 1h

Mgmt ForForForElect Director William E. Kennard 1i




Ford Motor Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director John C. Lechleiter 1j

Mgmt ForForForElect Director Ellen R. Marram 1k

Mgmt ForForForElect Director John L. Thornton 1l

Mgmt ForForForElect Director Lynn M. Vojvodich 1m

Mgmt ForForForElect Director John S. Weinberg 1n


2


3



5

Voter Rationale: A vote FOR this proposal is warranted, as it would provide shareholders of the company with equal voting rights on all matters.


Voter Rationale: A vote FOR this proposal is warranted as additional disclosure on the company's lobbying and trade association activities, including management-level oversight, would help shareholders better assess the risks and benefits associated with the company's participation in public policy debates.

Franklin Street Properties Corp.



Country: USA



Ticker: FSP



VotingPolicy Rec

Vote Instruction

1.1 Elect Director George J. Carter Mgmt For Refer Withhold

Voter Rationale: Withhold votes are warranted for CEO George Carter and Lead director Georgia Murray. Ordinarily, due to the company maintaining a charter which restricts shareholders’ ability to amend the company bylaws, ISS would recommend that shareholders withhold votes from members of the Governance Committee at this year's annual meeting. However, due to the classified board structure, no Governance Committee members are standing for election this year. The staggered board prevents shareholders from providing adequate feedback to the company's directors that are at fault. Therefore, votes against the directors standing for election are warranted.

Mgmt WithholdReferForElect Director Georgia Murray 1.2

Voter Rationale: Withhold votes are warranted for CEO George Carter and Lead director Georgia Murray. Ordinarily, due to the company maintaining a charter which restricts shareholders’ ability to amend the company bylaws, ISS would recommend that shareholders withhold votes from members of the Governance Committee at this year's annual meeting. However, due to the classified board structure, no Governance Committee members are standing for election this year. The staggered board prevents shareholders from providing adequate feedback to the company's directors that are at fault. Therefore, votes against the directors standing for election are warranted.




Franklin Street Properties Corp.


VotingPolicy Rec

Vote Instruction




3

Voter Rationale: Although a concern is noted, a vote FOR this proposal is warranted as pay and performance are reasonably aligned.



Host Hotels & Resorts, Inc.



Country: USA



Ticker: HST



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Mary L. Baglivo Mgmt For For For


Mgmt ForForForElect Director Sheila C. Bair 1.2


Mgmt ForForForElect Director Sandeep L. Mathrani 1.3


Mgmt ForForForElect Director Ann McLaughlin Korologos 1.4


Mgmt ForForForElect Director Richard E. Marriott 1.5


Mgmt ForForForElect Director John B. Morse, Jr. 1.6


Mgmt ForForForElect Director Walter C. Rakowich 1.7


Mgmt ForForForElect Director James F. Risoleo 1.8





Host Hotels & Resorts, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Gordon H. Smith 1.9




3


Invesco Ltd.



Country: Bermuda


Primary Security ID: G491BT108

Ticker: IVZ



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Sarah E. Beshar Mgmt For For For

Mgmt ForForForElect Director Joseph R. Canion 1.2

Mgmt ForForForElect Director Martin L. Flanagan 1.3

Mgmt ForForForElect Director C. Robert Henrikson 1.4

Mgmt ForForForElect Director Ben F. Johnson, III 1.5

Mgmt ForForForElect Director Denis Kessler 1.6

Mgmt ForForForElect Director Nigel Sheinwald 1.7

Mgmt ForForForElect Director G. Richard Wagoner, Jr. 1.8

Mgmt ForForForElect Director Phoebe A. Wood 1.9


2




5

Laboratory Corporation of America Holdings



Country: USA



Ticker: LH

Laboratory Corporation of America Holdings



VotingPolicy Rec

Vote Instruction

1a Elect Director Kerrii B. Anderson Mgmt For For For

Mgmt ForForForElect Director Jean-Luc Belingard 1b

Mgmt ForForForElect Director D. Gary Gilliland 1c

Mgmt ForForForElect Director David P. King 1d

Mgmt ForForForElect Director Garheng Kong 1e

Mgmt ForForForElect Director Robert E. Mittelstaedt, Jr. 1f

Mgmt ForForForElect Director Peter M. Neupert 1g

Mgmt ForForForElect Director Richelle P. Parham 1h

Mgmt ForForForElect Director Adam H. Schechter 1i

Mgmt ForForForElect Director R. Sanders Williams 1j


2



4

SH AgainstAgainstAgainstReport on Zika Virus Controls for Primates and Employees

5

Norfolk Southern Corporation



Country: USA



Ticker: NSC



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Thomas D. Bell, Jr. Mgmt For For For

Voter Rationale: A vote FOR the director nominees is warranted. Robert Bradway's nomination has been withdrawn, and votes on his reelection will not be counted.

Mgmt ForForForElect Director Erskine B. Bowles 1.2


MgmtElect Director Robert A. Bradway - Withdrawn 1.3




Norfolk Southern Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Wesley G. Bush 1.4


Mgmt ForForForElect Director Daniel A. Carp 1.5


Mgmt ForForForElect Director Mitchell E. Daniels, Jr. 1.6


Mgmt ForForForElect Director Marcela E. Donadio 1.7


Mgmt ForForForElect Director Steven F. Leer 1.8


Mgmt ForForForElect Director Michael D. Lockhart 1.9


Mgmt ForForForElect Director Amy E. Miles 1.10


Mgmt ForForForElect Director Martin H. Nesbitt 1.11


Mgmt ForForForElect Director James A. Squires 1.12


Mgmt ForForForElect Director John R. Thompson 1.13




3


Nucor Corporation



Country: USA



Ticker: NUE




Nucor Corporation



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Patrick J. Dempsey Mgmt For For For

Mgmt ForForForElect Director John J. Ferriola 1.2

Mgmt ForForForElect Director Gregory J. Hayes 1.3

Mgmt ForForForElect Director Victoria F. Haynes 1.4

Mgmt ForForForElect Director Bernard L. Kasriel 1.5

Mgmt ForForForElect Director Christopher J. Kearney 1.6

Mgmt ForForForElect Director Laurette T. Koellner 1.7

Mgmt ForForForElect Director John H. Walker 1.8


2


3




Voter Rationale: A vote FOR this resolution is warranted, as additional information regarding the company's policies, direct and indirect lobbying payments, and oversight mechanisms enacted to manage its lobbying activities and trade association participation would allow shareholders to better assess the company's management of related risks and benefits.

SH ForForAgainstAdopt Quantitative Compnay-Wide GHG Goals 6

Voter Rationale: A vote FOR this proposal is warranted, as additional information on the company's GHG emissions, GHG reduction goals, and oversight mechanisms for reduction activities would allow shareholders to better assess the company's management of these emissions and related risks.

The Dow Chemical Company



Country: USA



Ticker: DOW



VotingPolicy Rec

Vote Instruction

1a Elect Director Ajay Banga Mgmt For For For





The Dow Chemical Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Jacqueline K. Barton 1b


Mgmt ForForForElect Director James A. Bell 1c


Mgmt ForForForElect Director Richard K. Davis 1d


Mgmt ForForForElect Director Jeff M. Fettig 1e


Mgmt ForForForElect Director Andrew N. Liveris 1f


Mgmt ForForForElect Director Mark Loughridge 1g


Mgmt ForForForElect Director Raymond J. Milchovich 1h


Mgmt ForForForElect Director Robert S. (Steve) Miller 1i


Mgmt ForForForElect Director Paul Polman 1j


Mgmt ForForForElect Director Dennis H. Reilley 1k


Mgmt ForForForElect Director James M. Ringler 1l


Mgmt ForForForElect Director Ruth G. Shaw 1m




3


The Western Union Company



Country: USA



Ticker: WU




The Western Union Company



VotingPolicy Rec

Vote Instruction

1a Elect Director Martin I. Cole Mgmt For For For

Mgmt ForForForElect Director Hikmet Ersek 1b

Mgmt ForForForElect Director Richard A. Goodman 1c

Mgmt ForForForElect Director Betsy D. Holden 1d

Mgmt ForForForElect Director Jeffrey A. Joerres 1e

Mgmt ForForForElect Director Roberto G. Mendoza 1f

Mgmt ForForForElect Director Michael A. Miles, Jr. 1g

Mgmt ForForForElect Director Robert W. Selander 1h

Mgmt ForForForElect Director Frances Fragos Townsend 1i

Mgmt ForForForElect Director Solomon D. Trujillo 1j


2







SH AgainstAgainstAgainstReport on Company Non-Discrimination Policies in States with Pro-Discrimination Laws

7

Transocean Ltd.



Country: Switzerland


Primary Security ID: H8817H100

Ticker: RIG



VotingPolicy Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports

Mgmt For For For




Transocean Ltd.


VotingPolicy Rec

Vote Instruction

Mgmt AgainstAgainstForApprove Discharge of Board and Senior Management

2

Voter Rationale: In light of the material weakness in financial reporting discovered during the year, a precautionary vote AGAINST the discharge of the board of directors and senior management is warranted due to the potential legal restrictions for shareholders that may result from supporting this item.

Mgmt ForForForAppropriation of Available Earnings for Fiscal Year 2016

3

Mgmt ForForForElect Director Glyn A. Barker 4A

Mgmt ForForForElect Director Vanessa C.L. Chang 4B

Mgmt ForForForElect Director Frederico F. Curado 4C

Mgmt ForForForElect Director Chadwick C. Deaton 4D

Mgmt ForForForElect Director Vincent J. Intrieri 4E

Mgmt ForForForElect Director Martin B. McNamara 4F

Mgmt ForForForElect Director Samuel J. Merksamer 4G

Mgmt ForForForElect Director Merrill A. "Pete" Miller, Jr. 4H

Mgmt ForForForElect Director Edward R. Muller 4I

Mgmt ForForForElect Director Tan Ek Kia 4J

Mgmt ForForForElect Director Jeremy D. Thigpen 4K

Mgmt ForForForElect Merrill A. "Pete" Miller, Jr. as Board Chairman

5

Mgmt ForForForAppoint Frederico F. Curado as Member of the Compensation Committee

6A

Mgmt ForForForAppoint Vincent J. Intrieri as Member of the Compensation Committee

6B

Mgmt ForForForAppoint Martin B. McNamara as Member of the Compensation Committee

6C

Mgmt ForForForAppoint Tan Ek Kia as Member of the Compensation Committee

6D

Mgmt ForForForDesignate Schweiger Advokatur/Notariat as Independent Proxy

7

Mgmt ForForForAppointment Of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year 2017 and Reelection of Ernst & Young Ltd, Zurich as the Company's Auditor for a Further One-Year Term

8


9




Transocean Ltd.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForApprove Maximum Remuneration of Board of Directors for the Period Between the 2017 and 2018 Annual General Meetings in the Amount of USD 4.12 Million

10A

Mgmt ForForForApprove Maximum Remuneration of the Executive Management Team for Fiscal Year 2018 in the Amount of USD 24 Million

10B


Mgmt AgainstAgainstForOther Business 12

Voter Rationale: A vote AGAINST this proposal is warranted, as proposals which are detrimental to shareholder value may arise without shareholders having the opportunity to make a fully informed vote on the issue.

UDR, Inc.



Country: USA



Ticker: UDR



VotingPolicy Rec

Vote Instruction

1a Elect Director Katherine A. Cattanach Mgmt For Refer Against

Voter Rationale: A vote AGAINST Governance Committee members James Klingbeil, Katherine Cattanach, Robert Freeman, Jon Grove, Mary King, Clint McDonnough, Robert McNamara, Mark Patterson, and Lynne Sagalyn are warranted for a material governance failure. There are undue restrictions on shareholders' ability to amend the bylaws. A vote FOR the remaining director nominee is warranted.

Mgmt AgainstReferForElect Director Robert P. Freeman 1b


Mgmt AgainstReferForElect Director Jon A. Grove 1c


Mgmt AgainstReferForElect Director Mary Ann King 1d





UDR, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt AgainstReferForElect Director James D. Klingbeil 1e


Mgmt AgainstReferForElect Director Clint D. McDonnough 1f


Mgmt AgainstReferForElect Director Robert A. McNamara 1g


Mgmt AgainstReferForElect Director Mark R. Patterson 1h


Mgmt AgainstReferForElect Director Lynne B. Sagalyn 1i


Mgmt ForForForElect Director Thomas W. Toomey 1j





3



Voter Rationale: A vote FOR the adoption of an ANNUAL say-on-pay frequency is warranted.

Union Pacific Corporation



Country: USA



Ticker: UNP




Union Pacific Corporation



VotingPolicy Rec

Vote Instruction

1a Elect Director Andrew H. Card, Jr. Mgmt For For For

Mgmt ForForForElect Director Erroll B. Davis, Jr. 1b

Mgmt ForForForElect Director David B. Dillon 1c

Mgmt ForForForElect Director Lance M. Fritz 1d

Mgmt ForForForElect Director Deborah C. Hopkins 1e

Mgmt ForForForElect Director Jane H. Lute 1f

Mgmt ForForForElect Director Michael R. McCarthy 1g

Mgmt ForForForElect Director Michael W. McConnell 1h

Mgmt ForForForElect Director Thomas F. McLarty, III 1i

Mgmt ForForForElect Director Steven R. Rogel 1j

Mgmt ForForForElect Director Jose H. Villarreal 1k



3

Voter Rationale: A vote AGAINST this proposal is warranted. CEO pay increased year-over-year under a pay program that lacks a strong link to rigorous performance conditions. Annual bonuses are determined at the discretion of the compensation committee, and a majority of 2016 equity awards were not performance-conditioned. In addition, the ROIC target for the 2016-2018 performance cycle was set below the targets for the previous two cycles, despite an increase in the number of shares granted under the program.



Voter Rationale: A vote FOR this proposal is warranted. There are concerns with the company's executive compensation practices and with the company's succession-based approach to board leadership. Further, this non-binding proposal would allow the board discretion to phase in the policy requiring an independent chair at the next CEO transition. Shareholders could benefit from stronger independent board leadership in the form of an independent board chair.

Zoetis Inc.



Country: USA



Ticker: ZTS




Zoetis Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Gregory Norden Mgmt For For For


Mgmt ForForForElect Director Louise M. Parent 1.2


Mgmt ForForForElect Director Robert W. Scully 1.3



2


Albemarle Corporation



Country: USA



Ticker: ALB



VotingPolicy Rec

Vote Instruction

1 Advisory Vote to Ratify Named Executive Officers' Compensation

Mgmt For For For


Mgmt ForForForElect Director Jim W. Nokes 3.1

Mgmt ForForForElect Director William H. Hernandez 3.2

Mgmt ForForForElect Director Luther C. Kissam, IV 3.3

Mgmt ForForForElect Director Douglas L. Maine 3.4

Mgmt ForForForElect Director J. Kent Masters 3.5

Mgmt ForForForElect Director James J. O'Brien 3.6

Mgmt ForForForElect Director Barry W. Perry 3.7

Mgmt ForForForElect Director Gerald A. Steiner 3.8

Mgmt ForForForElect Director Harriett Tee Taggart 3.9

Mgmt ForForForElect Director Alejandro Wolff 3.10




Albemarle Corporation


VotingPolicy Rec

Vote Instruction


Mgmt ForForForAdopt Majority Voting for Uncontested Election of Directors

5


6

American Water Works Company, Inc.



Country: USA



Ticker: AWK



VotingPolicy Rec

Vote Instruction

1a Elect Director Julie A. Dobson Mgmt For For For


Mgmt ForForForElect Director Paul J. Evanson 1b


Mgmt ForForForElect Director Martha Clark Goss 1c


Mgmt ForForForElect Director Veronica M. Hagen 1d


Mgmt ForForForElect Director Julia L. Johnson 1e


Mgmt ForForForElect Director Karl F. Kurz 1f


Mgmt ForForForElect Director George MacKenzie 1g


Mgmt ForForForElect Director Susan N. Story 1h



2






American Water Works Company, Inc.


VotingPolicy Rec

Vote Instruction


5


6

Camden Property Trust



Country: USA



Ticker: CPT



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Richard J. Campo Mgmt For For For

Mgmt ForForForElect Director Heather J. Brunner 1.2

Mgmt ForForForElect Director Scott S. Ingraham 1.3

Mgmt ForForForElect Director Renu Khator 1.4

Mgmt ForForForElect Director William B. McGuire, Jr. 1.5

Mgmt ForForForElect Director D. Keith Oden 1.6

Mgmt ForForForElect Director William F. Paulsen 1.7

Mgmt ForForForElect Director Frances Aldrich Sevilla-Sacasa 1.8

Mgmt ForForForElect Director Steven A. Webster 1.9

Mgmt ForForForElect Director Kelvin R. Westbrook 1.10



3


CF Industries Holdings, Inc.



Country: USA



Ticker: CF

CF Industries Holdings, Inc.



VotingPolicy Rec

Vote Instruction

1a Elect Director Robert C. Arzbaecher Mgmt For For For

Voter Rationale: Votes FOR all director nominees are warranted.

Mgmt ForForForElect Director William Davisson 1b


Mgmt ForForForElect Director Stephen A. Furbacher 1c


Mgmt ForForForElect Director Stephen J. Hagge 1d


Mgmt ForForForElect Director John D. Johnson 1e


Mgmt ForForForElect Director Robert G. Kuhbach 1f


Mgmt ForForForElect Director Anne P. Noonan 1g


Mgmt ForForForElect Director Edward A. Schmitt 1h


Mgmt ForForForElect Director Theresa E. Wagler 1i


Mgmt ForForForElect Director W. Anthony Will 1j



2



Colgate-Palmolive Company



Country: USA



Ticker: CL

Colgate-Palmolive Company



VotingPolicy Rec

Vote Instruction

1a Elect Director Charles A. Bancroft Mgmt For For For


Mgmt ForForForElect Director John P. Bilbrey 1b


Mgmt ForForForElect Director John T. Cahill 1c


Mgmt ForForForElect Director Ian Cook 1d


Mgmt ForForForElect Director Helene D. Gayle 1e


Mgmt ForForForElect Director Ellen M. Hancock 1f


Mgmt ForForForElect Director C. Martin Harris 1g


Mgmt ForForForElect Director Lorrie M. Norrington 1h


Mgmt ForForForElect Director Michael B. Polk 1i


Mgmt ForForForElect Director Stephen I. Sadove 1j



2


3



5

Voter Rationale: A vote FOR this proposal is warranted given that lowering the threshold to call a special meeting would enhance the current shareholder right to call special meetings.




Masco Corporation



Country: USA



Ticker: MAS



VotingPolicy Rec

Vote Instruction

1a Elect Director Keith J. Allman Mgmt For For For


Mgmt ForForForElect Director J. Michael Losh 1b


Mgmt ForForForElect Director Christopher A. O'Herlihy 1c



2



4

Occidental Petroleum Corporation



Country: USA



Ticker: OXY



VotingPolicy Rec

Vote Instruction

1a Elect Director Spencer Abraham Mgmt For For For

Mgmt ForForForElect Director Howard I. Atkins 1b

Mgmt ForForForElect Director Eugene L. Batchelder 1c

Mgmt ForForForElect Director John E. Feick 1d

Mgmt ForForForElect Director Margaret M. Foran 1e

Mgmt ForForForElect Director Carlos M. Gutierrez 1f

Mgmt ForForForElect Director Vicki Hollub 1g

Mgmt ForForForElect Director William R. Klesse 1h

Mgmt ForForForElect Director Jack B. Moore 1i

Mgmt ForForForElect Director Avedick B. Poladian 1j




Occidental Petroleum Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Elisse B. Walter 1k


2




5

Voter Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from additional information about the impact that climate change-related regulations might have on the company and its operations, and the actions that the company is taking to mitigate these risks.


6

Voter Rationale: A vote FOR this proposal is warranted. Lowering the ownership threshold from 25 percent to 15 percent would improve shareholders' ability to use the special meeting right and no single shareholder would be able to act unilaterally to call a special meeting at the proposed threshold.

SH ForForAgainstReport on Methane Emissions and Flaring Targets

7

Voter Rationale: A vote FOR this resolution is warranted, as additional information regarding the company's methane and flaring emissions performance would allow shareholders to better understand the company's management of this issue and any related risks.

SH AgainstAgainstAgainstReport on Political Contributions and Expenditures

8

Republic Services, Inc.



Country: USA



Ticker: RSG



VotingPolicy Rec

Vote Instruction

1a Elect Director Manuel Kadre Mgmt For For For


Mgmt ForForForElect Director Tomago Collins 1b


Mgmt ForForForElect Director William J. Flynn 1c


Mgmt ForForForElect Director Thomas W. Handley 1d





Republic Services, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Jennifer M. Kirk 1e


Mgmt ForForForElect Director Michael Larson 1f


Mgmt ForForForElect Director Ramon A. Rodriguez 1g


Mgmt ForForForElect Director Donald W. Slager 1h


Mgmt ForForForElect Director John M. Trani 1i


Mgmt ForForForElect Director Sandra M. Volpe 1j



2



Sempra Energy



Country: USA



Ticker: SRE



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Alan L. Boeckmann Mgmt For For For

Mgmt ForForForElect Director Kathleen L. Brown 1.2

Mgmt ForForForElect Director Andres Conesa 1.3

Mgmt ForForForElect Director Maria Contreras-Sweet 1.4

Mgmt ForForForElect Director Pablo A. Ferrero 1.5

Mgmt ForForForElect Director William D. Jones 1.6

Mgmt ForForForElect Director Bethany J. Mayer 1.7

Mgmt ForForForElect Director William G. Ouchi 1.8




Sempra Energy


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Debra L. Reed 1.9

Mgmt ForForForElect Director William C. Rusnack 1.10

Mgmt ForForForElect Director Lynn Schenk 1.11

Mgmt ForForForElect Director Jack T. Taylor 1.12

Mgmt ForForForElect Director James C. Yardley 1.13



3


The Progressive Corporation



Country: USA



Ticker: PGR



VotingPolicy Rec

Vote Instruction

1a Elect Director Stuart B. Burgdoerfer Mgmt For For For


Mgmt ForForForElect Director Charles A. Davis 1b


Mgmt ForForForElect Director Roger N. Farah 1c


Mgmt ForForForElect Director Lawton W. Fitt 1d


Mgmt ForForForElect Director Susan Patricia Griffith 1e


Mgmt ForForForElect Director Jeffrey D. Kelly 1f


Mgmt ForForForElect Director Patrick H. Nettles 1g





The Progressive Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Glenn M. Renwick 1h


Mgmt ForForForElect Director Bradley T. Sheares 1i


Mgmt ForForForElect Director Barbara R. Snyder 1j




3


4



6

Vulcan Materials Company



Country: USA



Ticker: VMC



VotingPolicy Rec

Vote Instruction

1a Elect Director O. B. Grayson Hall, Jr. Mgmt For For For

Mgmt ForForForElect Director James T. Prokopanko 1b

Mgmt ForForForElect Director David P. Steiner 1c

Mgmt ForForForElect Director Kathleen Wilson-Thompson 1d


2






Waste Management, Inc.



Country: USA



Ticker: WM



VotingPolicy Rec

Vote Instruction

1a Elect Director Bradbury H. Anderson Mgmt For For For

Mgmt ForForForElect Director Frank M. Clark, Jr. 1b

Mgmt ForForForElect Director James C. Fish, Jr. 1c

Mgmt ForForForElect Director Andres R. Gluski 1d

Mgmt ForForForElect Director Patrick W. Gross 1e

Mgmt ForForForElect Director Victoria M. Holt 1f

Mgmt ForForForElect Director Kathleen M. Mazzarella 1g

Mgmt ForForForElect Director John C. Pope 1h

Mgmt ForForForElect Director Thomas H. Weidemeyer 1i



3



Voter Rationale: A vote FOR this proposal is warranted because a policy requiring pro-rata vesting of equity and the elimination of replacement awards upon a change in control would further align the interests of executives with shareholders.

Zimmer Biomet Holdings, Inc.



Country: USA



Ticker: ZBH



VotingPolicy Rec

Vote Instruction

1a Elect Director Christopher B. Begley Mgmt For For For


Mgmt ForForForElect Director Betsy J. Bernard 1b





Zimmer Biomet Holdings, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Gail K. Boudreaux 1c


Mgmt ForForForElect Director David C. Dvorak 1d


Mgmt ForForForElect Director Michael J. Farrell 1e


Mgmt ForForForElect Director Larry C. Glasscock 1f


Mgmt ForForForElect Director Robert A. Hagemann 1g


Mgmt ForForForElect Director Arthur J. Higgins 1h


Mgmt ForForForElect Director Michael W. Michelson 1i


Mgmt ForForForElect Director Cecil B. Pickett 1j


Mgmt ForForForElect Director Jeffrey K. Rhodes 1k



2


3


Consolidated Edison, Inc.



Country: USA



Ticker: ED



VotingPolicy Rec

Vote Instruction

1a Elect Director Vincent A. Calarco Mgmt For For For





Consolidated Edison, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director George Campbell, Jr. 1b


Mgmt ForForForElect Director Michael J. Del Giudice 1c


Mgmt ForForForElect Director Ellen V. Futter 1d


Mgmt ForForForElect Director John F. Killian 1e


Mgmt ForForForElect Director John McAvoy 1f


Mgmt ForForForElect Director Armando J. Olivera 1g


Mgmt ForForForElect Director Michael W. Ranger 1h


Mgmt ForForForElect Director Linda S. Sanford 1i


Mgmt ForForForElect Director L. Frederick Sutherland 1j



2


3


Motorola Solutions, Inc.



Country: USA



Ticker: MSI



VotingPolicy Rec

Vote Instruction

1a Elect Director Gregory Q. Brown Mgmt For For For

Voter Rationale: Votes AGAINST Egon Durban and Gregory Mondre are warranted for serving as non-independent members of a key board committee. Votes FOR the remaining director nominees are warranted.




Motorola Solutions, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Kenneth D. Denman 1b


Mgmt AgainstReferForElect Director Egon P. Durban 1c


Mgmt ForForForElect Director Clayton M. Jones 1d


Mgmt ForForForElect Director Judy C. Lewent 1e


Mgmt AgainstReferForElect Director Gregory K. Mondre 1f


Mgmt ForForForElect Director Anne R. Pramaggiore 1g


Mgmt ForForForElect Director Samuel C. Scott, III 1h


Mgmt ForForForElect Director Joseph M. Tucci 1i



2







Voter Rationale: A vote FOR this resolution is warranted, as additional information on the company's direct and indirect lobbying payments and oversight mechanisms would enable shareholders to better assess the company's comprehensive lobbying-related activities and management of related risks and opportunities.

SH AgainstAgainstAgainstReport on Efforts to Ensure Supply Chain Has No Forced Labor

6

Voter Rationale: A vote AGAINST this proposal is warranted due to the company's existing human rights and labor-related policies, and the absence of any significant related controversies.




Arthur J. Gallagher & Co.



Country: USA



Ticker: AJG



VotingPolicy Rec

Vote Instruction

1a Elect Director Sherry S. Barrat Mgmt For For For


Mgmt ForForForElect Director William L. Bax 1b


Mgmt ForForForElect Director D. John Coldman 1c


Mgmt ForForForElect Director Frank E. English, Jr. 1d


Mgmt ForForForElect Director J. Patrick Gallagher, Jr. 1e


Mgmt ForForForElect Director Elbert O. Hand 1f


Mgmt ForForForElect Director David S. Johnson 1g


Mgmt ForForForElect Director Kay W. McCurdy 1h


Mgmt ForForForElect Director Ralph J. Nicoletti 1i


Mgmt ForForForElect Director Norman L. Rosenthal 1j





4





Ashford Hospitality Trust, Inc.



Country: USA



Ticker: AHT



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Monty J. Bennett Mgmt For For For

Mgmt ForForForElect Director Benjamin J. Ansell 1.2

Mgmt ForForForElect Director Amish Gupta 1.3

Mgmt ForForForElect Director Kamal Jafarnia 1.4

Mgmt ForForForElect Director Frederick J. Kleisner 1.5

Mgmt ForForForElect Director Philip S. Payne 1.6

Mgmt ForForForElect Director Alan L. Tallis 1.7


2

Voter Rationale: A vote AGAINST this proposal is warranted given that the new CEO recently entered into an amended employment agreement that provides for problematic modified single-trigger cash severance. Although the employment agreement is with the Manager of the company, the presence of a problematic severance provisions raises conflict of interest concerns and may pose a risk to the company's shareholders.




Voter Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors:- Plan cost is excessive;- Three-year average burn rate is excessive; and- The plan allows broad discretion to accelerate vesting.


ConocoPhillips



Country: USA



Ticker: COP



VotingPolicy Rec

Vote Instruction

1a Elect Director Richard L. Armitage Mgmt For For For

Mgmt ForForForElect Director Richard H. Auchinleck 1b




ConocoPhillips


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Charles E. Bunch 1c

Mgmt ForForForElect Director John V. Faraci 1d

Mgmt ForForForElect Director Jody L. Freeman 1e

Mgmt ForForForElect Director Gay Huey Evans 1f

Mgmt ForForForElect Director Ryan M. Lance 1g

Mgmt ForForForElect Director Arjun N. Murti 1h

Mgmt ForForForElect Director Robert A. Niblock 1i

Mgmt ForForForElect Director Harald J. Norvik 1j



3

Voter Rationale: A vote AGAINST this proposal is warranted. The company utilizes a very large number of metrics to assess performance for both annual and long-term incentives, yet there is almost no disclosure of the target goals associated with these metrics. Without this information, shareholders are unable to assess the rigor of the programs, which is crucial in light of the CEO's consistently elevated pay levels and the company's underwhelming financial and long-term stock price performance. The application of negative discretion to awards no longer mitigates these concerns.




Voter Rationale: A vote FOR this proposal is warranted, as additional disclosure of the company's lobbying-related expenditures, trade association payments, and board-level oversight mechanisms would help shareholders to better assess the risks and benefits associated with the company's participation in the public policy process.

SH AgainstAgainstAgainstReport on Executive Compensation Incentives Aligned with Low Carbon Scenarios

6

Essex Property Trust, Inc.



Country: USA



Ticker: ESS



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Keith R. Guericke Mgmt For For For

Voter Rationale: WITHHOLD votes from Governance Committee members Irving Lyons III, Gary Martin, and Byron Scordelis for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted.




Essex Property Trust, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt WithholdReferForElect Director Irving F. Lyons, III 1.2


Mgmt ForForForElect Director George M. Marcus 1.3


Mgmt WithholdReferForElect Director Gary P. Martin 1.4


Mgmt ForForForElect Director Issie N. Rabinovitch 1.5


Mgmt ForForForElect Director Thomas E. Robinson 1.6


Mgmt ForForForElect Director Michael J. Schall 1.7


Mgmt WithholdReferForElect Director Byron A. Scordelis 1.8


Mgmt ForForForElect Director Janice L. Sears 1.9





3

Voter Rationale: Although some concern is highlighted, a vote FOR this proposal is warranted as pay and performance are reasonably aligned for the year in review.






FirstEnergy Corp.



Country: USA



Ticker: FE



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Paul T. Addison Mgmt For For For

Mgmt ForForForElect Director Michael J. Anderson 1.2

Mgmt ForForForElect Director William T. Cottle 1.3

Mgmt ForForForElect Director Steven J. Demetriou 1.4

Mgmt ForForForElect Director Julia L. Johnson 1.5

Mgmt ForForForElect Director Charles E. Jones 1.6

Mgmt ForForForElect Director Donald T. Misheff 1.7

Mgmt ForForForElect Director Thomas N. Mitchell 1.8

Mgmt ForForForElect Director James F. O'Neil, III 1.9

Mgmt ForForForElect Director Christopher D. Pappas 1.10

Mgmt ForForForElect Director Luis A. Reyes 1.11

Mgmt ForForForElect Director George M. Smart 1.12

Mgmt ForForForElect Director Jerry Sue Thornton 1.13


2


3

Voter Rationale: A vote AGAINST this proposal is warranted. There is significant concern that both short- and long-term incentives are not strongly aligned with company performance and the above-target payouts under both programs were made against goals that are not rigorous. The committee revised the operational EPS goal to a level below what had been achieved in each of the prior three years, increased the target STI pay opportunity, and ultimately paid an above-target award. There are similar concerns about the rigor of goals in the LTI program.





7





FirstEnergy Corp.


VotingPolicy Rec

Vote Instruction


Voter Rationale: A vote FOR this resolution is warranted, as additional information on the company's direct lobbying policies, expenditures, and oversight mechanisms, as well as trade association memberships, payments, and board-level oversight, would enable shareholders to better assess the company's comprehensive lobbying-related activities and management of related risks and opportunities.


10



Voter Rationale: A vote FOR this proposal is warranted given that elimination of the supermajority vote requirements would enhance shareholder rights, and support for both the management and shareholder proposals to eliminate the supermajority requirements would signal to the board that shareholders expect it to keep trying in the event that the management proposal does not pass this year.

JPMorgan Chase & Co.



Country: USA



Ticker: JPM



VotingPolicy Rec

Vote Instruction

1a Elect Director Linda B. Bammann Mgmt For For For

Mgmt ForForForElect Director James A. Bell 1b

Mgmt ForForForElect Director Crandall C. Bowles 1c

Mgmt ForForForElect Director Stephen B. Burke 1d

Mgmt ForForForElect Director Todd A. Combs 1e

Mgmt ForForForElect Director James S. Crown 1f

Mgmt ForForForElect Director James Dimon 1g

Mgmt ForForForElect Director Timothy P. Flynn 1h

Mgmt ForForForElect Director Laban P. Jackson, Jr. 1i

Mgmt ForForForElect Director Michael A. Neal 1j

Mgmt ForForForElect Director Lee R. Raymond 1k

Mgmt ForForForElect Director William C. Weldon 1l




JPMorgan Chase & Co.


VotingPolicy Rec

Vote Instruction


2


3



Voter Rationale: A vote FOR this non-binding proposal is warranted. This precatory proposal would not require an immediate change in board leadership structure and would allow for departure under extraordinary circumstances. The company's TSR underperformed its GICS peers over the short-term. Further, given the scale and complexity of the company and in consideration of past risk oversight and legal concerns, shareholders would benefit from greater oversight in the form of an independent chairman.

SH ForForAgainstProhibit Accelerated Vesting of Awards to Pursue Government Service

6

Voter Rationale: A vote FOR this proposal is warranted as shareholders should not have to incur the costs associated with an executive's personal decision to enter government service. Further, policies providing for special compensation arrangements to enter into government service are uncommon, and the proposal is sufficiently tailored to address concerns.

SH AgainstAgainstAgainstClawback Amendment 7



SH ForForAgainstReduce Ownership Threshold for Shareholders to Call a Special Meeting

10

Voter Rationale: A vote FOR this proposal is warranted. The proposed reduction to a 10 percent threshold is more reasonable than the current 20 percent threshold, especially when considering the company's size and ownership structure.

Newfield Exploration Company



Country: USA



Ticker: NFX



VotingPolicy Rec

Vote Instruction

1a Elect Director Lee K. Boothby Mgmt For For For


Mgmt ForForForElect Director Pamela J. Gardner 1b


Mgmt ForForForElect Director Steven W. Nance 1c





Newfield Exploration Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Roger B. Plank 1d


Mgmt ForForForElect Director Thomas G. Ricks 1e


Mgmt ForForForElect Director Juanita M. Romans 1f


Mgmt ForForForElect Director John (Jack) W. Schanck 1g


Mgmt ForForForElect Director J. Terry Strange 1h


Mgmt ForForForElect Director J. Kent Wells 1i



2



4




7

Nordstrom, Inc.



Country: USA



Ticker: JWN



VotingPolicy Rec

Vote Instruction

1a Elect Director Shellye L. Archambeau Mgmt For For For


Mgmt ForForForElect Director Stacy Brown-Philpot 1b


Nordstrom, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Tanya L. Domier 1c


Mgmt ForForForElect Director Blake W. Nordstrom 1d


Mgmt ForForForElect Director Erik B. Nordstrom 1e


Mgmt ForForForElect Director Peter E. Nordstrom 1f


Mgmt ForForForElect Director Philip G. Satre 1g


Mgmt ForForForElect Director Brad D. Smith 1h


Mgmt ForForForElect Director Gordon A. Smith 1i


Mgmt ForForForElect Director Bradley D. Tilden 1j


Mgmt ForForForElect Director B. Kevin Turner 1k


Mgmt ForForForElect Director Robert D. Walter 1l




3



Voter Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors: * Plan cost is excessive * Three-year average burn rate is excessive * The plan allows broad discretion to accelerate vesting

Principal Financial Group, Inc.



Country: USA



Ticker: PFG




Principal Financial Group, Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Betsy J. Bernard Mgmt For For For


Mgmt ForForForElect Director Jocelyn Carter-Miller 1.2


Mgmt ForForForElect Director Dennis H. Ferro 1.3


Mgmt ForForForElect Director Scott M. Mills 1.4



2



Quest Diagnostics Incorporated



Country: USA



Ticker: DGX



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Jenne K. Britell Mgmt For For For

Mgmt ForForForElect Director Vicky B. Gregg 1.2

Mgmt ForForForElect Director Jeffrey M. Leiden 1.3

Mgmt ForForForElect Director Timothy L. Main 1.4

Mgmt ForForForElect Director Gary M. Pfeiffer 1.5

Mgmt ForForForElect Director Timothy M. Ring 1.6

Mgmt ForForForElect Director Stephen H. Rusckowski 1.7

Mgmt ForForForElect Director Daniel C. Stanzione 1.8

Mgmt ForForForElect Director Gail R. Wilensky 1.9


2




Quest Diagnostics Incorporated


VotingPolicy Rec

Vote Instruction



4

Mgmt ForForForAmend Non-Employee Director Omnibus Stock Plan

5

Ramco-Gershenson Properties Trust



Country: USA



Ticker: RPT



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Stephen R. Blank Mgmt For For For


Mgmt ForForForElect Director Dennis Gershenson 1.2


Mgmt ForForForElect Director Arthur Goldberg 1.3


Mgmt ForForForElect Director David J. Nettina 1.4


Mgmt ForForForElect Director Joel M. Pashcow 1.5


Mgmt ForForForElect Director Mark K. Rosenfeld 1.6


Mgmt ForForForElect Director Laurie M. Shahon 1.7




3





Realty Income Corporation



Country: USA



Ticker: O



VotingPolicy Rec

Vote Instruction

1a Elect Director Kathleen R. Allen Mgmt For For For

Voter Rationale: Vote AGAINST Michael McKee, Priya Huskins and Ronald Merriman for a material governance failure. The

company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the

remaining director nominees is warranted.

Mgmt ForForForElect Director John P. Case 1b




Mgmt ForForForElect Director A. Larry Chapman 1c




Mgmt AgainstReferForElect Director Priya Cherian Huskins 1d




Mgmt AgainstReferForElect Director Michael D. McKee 1e




Mgmt ForForForElect Director Gregory T. McLaughlin 1f







Realty Income Corporation


VotingPolicy Rec

Vote Instruction

Mgmt AgainstReferForElect Director Ronald L. Merriman 1g




Mgmt ForForForElect Director Stephen E. Sterrett 1h





Voter Rationale: A vote FOR this proposal to ratify the auditor is warranted


3




The Charles Schwab Corporation



Country: USA



Ticker: SCHW



VotingPolicy Rec

Vote Instruction

1a Elect Director William S. Haraf Mgmt For For For

Mgmt ForForForElect Director Frank C. Herringer 1b

Mgmt ForForForElect Director Stephen T. McLin 1c

Mgmt ForForForElect Director Roger O. Walther 1d

Mgmt ForForForElect Director Robert N. Wilson 1e




4




The Charles Schwab Corporation


VotingPolicy Rec

Vote Instruction


Voter Rationale: A vote FOR this resolution is warranted, as additional information on the company's trade association memberships, payments, and oversight, along with direct lobbying expenditures, would enable shareholders to better assess the company's comprehensive lobbying-related activities and management of related risks and opportunities.

SH ForForAgainstPrepare Employment Diversity Report and Report on Diversity Policies

6

Voter Rationale: A vote FOR this resolution is warranted, as additional diversity-related disclosure would allow shareholders to better assess the effectiveness of the company's diversity initiatives, and management's efforts to address related risks.


Voter Rationale: A vote FOR this proposal is warranted as adoption of proxy access will enhance shareholder rights and the proposal includes appropriate safeguards.


Advance Auto Parts, Inc.



Country: USA



Ticker: AAP

Shares Voted: 7,700


VotingPolicy Rec

Vote Instruction


Mgmt ForForForElect Director John C. Brouillard 1.2

Mgmt ForForForElect Director Brad W. Buss 1.3

Mgmt ForForForElect Director Fiona P. Dias 1.4

Mgmt ForForForElect Director John F. Ferraro 1.5

Mgmt ForForForElect Director Thomas R. Greco 1.6

Mgmt ForForForElect Director Adriana Karaboutis 1.7

Mgmt ForForForElect Director Eugene I. Lee, Jr. 1.8

Mgmt ForForForElect Director William S. Oglesby 1.9

Mgmt ForForForElect Director Reuben E. Slone 1.10

Mgmt ForForForElect Director Jeffrey C. Smith 1.11


2






Advance Auto Parts, Inc.


VotingPolicy Rec

Vote Instruction


Mgmt ForForForReduce Ownership Threshold for Shareholders to Call Special Meeting

6

Akamai Technologies, Inc.



Country: USA



Ticker: AKAM



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Monte Ford Mgmt For For For


Mgmt ForForForElect Director Frederic Salerno 1.2


Mgmt ForForForElect Director Bernardus Verwaayen 1.3




3



5

Chesapeake Lodging Trust



Country: USA



Ticker: CHSP

Shares Voted: 8,500


VotingPolicy Rec

Vote Instruction

1.1 Elect Director James L. Francis Mgmt For For For





Chesapeake Lodging Trust


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Douglas W. Vicari 1.2


Mgmt ForForForElect Director Thomas A. Natelli 1.3


Mgmt ForForForElect Director Thomas D. Eckert 1.4


Mgmt ForForForElect Director John W. Hill 1.5


Mgmt ForForForElect Director George F. McKenzie 1.6


Mgmt ForForForElect Director Jeffrey D. Nuechterlein 1.7



Mgmt ForForForAmend Declaration of Trust 3


4


Concho Resources Inc.



Country: USA



Ticker: CXO



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Timothy A. Leach Mgmt For For For

Mgmt ForForForElect Director William H. Easter, III 1.2

Mgmt ForForForElect Director John P. Surma 1.3



3





Foot Locker, Inc.



Country: USA



Ticker: FL



VotingPolicy Rec

Vote Instruction

1a Elect Director Maxine Clark Mgmt For For For

Mgmt ForForForElect Director Alan D. Feldman 1b

Mgmt ForForForElect Director Jarobin Gilbert, Jr. 1c

Mgmt ForForForElect Director Richard A. Johnson 1d

Mgmt ForForForElect Director Guillermo G. Marmol 1e

Mgmt ForForForElect Director Matthew M. McKenna 1f

Mgmt ForForForElect Director Steven Oakland 1g

Mgmt ForForForElect Director Ulice Payne, Jr. 1h

Mgmt ForForForElect Director Cheryl Nido Turpin 1i

Mgmt ForForForElect Director Kimberly Underhill 1j

Mgmt ForForForElect Director Dona D. Young 1k



3



5

Gap Inc.



Country: USA



Ticker: GPS



VotingPolicy Rec

Vote Instruction

1a Elect Director Robert J. Fisher Mgmt For Refer Against

Voter Rationale: A vote AGAINST is warranted for Robert Fisher for serving as a non-independent member of a key board committee. A vote FOR the remaining director nominees is warranted.




Gap Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director William S. Fisher 1b


Mgmt ForForForElect Director Tracy Gardner 1c


Mgmt ForForForElect Director Brian Goldner 1d


Mgmt ForForForElect Director Isabella D. Goren 1e


Mgmt ForForForElect Director Bob L. Martin 1f


Mgmt ForForForElect Director Jorge P. Montoya 1g


Mgmt ForForForElect Director Arthur Peck 1h


Mgmt ForForForElect Director Mayo A. Shattuck, III 1i


Mgmt ForForForElect Director Katherine Tsang 1j







4

Voter Rationale: A vote FOR this proposal is warranted. Although the CEO's total pay increased, it remained below the median and is substantially performance-based. His annual incentive was based entirely on financial goals that require growth from the prior year, and prior cycles of performance equity vested well below target. Accordingly, incentive goals appear reasonably rigorous. Certain features warrant continued monitoring, including both incentive programs' heavy reliance on the same metrics.




Gap Inc.


VotingPolicy Rec

Vote Instruction


5

Voter Rationale: A vote FOR this proposal is warranted given that: The purchase price is reasonable; The number of

shares reserved is reasonable; and The offer period is within the limits prescribed by Section 423 of the Internal Revenue

Code.

SH AgainstAgainstAgainstAdopt Guidelines for Country Selection 6

Voter Rationale: A vote AGAINST this resolution is warranted due to the company's existing human rights-related policies and oversight mechanisms.

GGP Inc.



Country: USA



Ticker: GGP



VotingPolicy Rec

Vote Instruction

1a Elect Director Richard B. Clark Mgmt For For For

Mgmt ForForForElect Director Mary Lou Fiala 1b

Mgmt ForForForElect Director J. Bruce Flatt 1c

Mgmt ForForForElect Director Janice R. Fukakusa 1d

Mgmt ForForForElect Director John K. Haley 1e

Mgmt ForForForElect Director Daniel B. Hurwitz 1f

Mgmt ForForForElect Director Brian W. Kingston 1g

Mgmt ForForForElect Director Christina M. Lofgren 1h

Mgmt ForForForElect Director Sandeep Mathrani 1i



3


Mgmt ForForForProvide Directors May Be Removed With or Without Cause

5






Government Properties Income Trust



Country: USA



Ticker: GOV



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Barry M. Portnoy Mgmt For Refer Withhold

Voter Rationale: WITHHOLD votes are warranted for Barry Portnoy for serving as a director on more than five public company boards. WITHHOLD votes are warranted for Governance Committee member Jeffrey Somers for a material governance failure. Shareholders are prohibited from amending the bylaws and the bylaws include provisions that have hurdles beyond those set forth in Rule 14a-8 that make it more difficult for a shareholder to include any precatory proposals on the company's proxy ballot.

Mgmt WithholdReferForElect Director Jeffrey P. Somers 1.2

Voter Rationale: WITHHOLD votes are warranted for Barry Portnoy for serving as a director on more than five public company boards. WITHHOLD votes are warranted for Governance Committee member Jeffrey Somers for a material governance failure. Shareholders are prohibited from amending the bylaws and the bylaws include provisions that have hurdles beyond those set forth in Rule 14a-8 that make it more difficult for a shareholder to include any precatory proposals on the company's proxy ballot.


2

Voter Rationale: A vote AGAINST this proposal is warranted. This year the company provided additional information regarding the structure of NEOs' compensation arrangements with its manager, which is helpful to shareholders' informational needs. However, there is still incomplete disclosure on the magnitude of compensation paid to executives (even by a reasonable estimate). Without complete information, shareholders are unable to cast a fully informed say-on-pay vote.





Halliburton Company



Country: USA



Ticker: HAL



VotingPolicy Rec

Vote Instruction

1a Elect Director Abdulaziz F. Al Khayyal Mgmt For For For

Mgmt ForForForElect Director William E. Albrecht 1b

Mgmt ForForForElect Director Alan M. Bennett 1c

Mgmt ForForForElect Director James R. Boyd 1d




Halliburton Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Milton Carroll 1e

Mgmt ForForForElect Director Nance K. Dicciani 1f

Mgmt ForForForElect Director Murry S. Gerber 1g

Mgmt ForForForElect Director Jose C. Grubisich 1h

Mgmt ForForForElect Director David J. Lesar 1i

Mgmt ForForForElect Director Robert A. Malone 1j

Mgmt ForForForElect Director J. Landis Martin 1k

Mgmt ForForForElect Director Jeffrey A. Miller 1l

Mgmt ForForForElect Director Debra L. Reed 1m



3



Molson Coors Brewing Company



Country: USA



Ticker: TAP



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Roger G. Eaton Mgmt For For For


Mgmt ForForForElect Director Charles M. Herington 1.2


Mgmt ForForForElect Director H. Sanford Riley 1.3



2




Mondelez International, Inc.



Country: USA



Ticker: MDLZ



VotingPolicy Rec

Vote Instruction

1a Elect Director Lewis W.K. Booth Mgmt For For For

Mgmt ForForForElect Director Charles E. Bunch 1b

Mgmt ForForForElect Director Lois D. Juliber 1c

Mgmt ForForForElect Director Mark D. Ketchum 1d

Mgmt ForForForElect Director Jorge S. Mesquita 1e

Mgmt ForForForElect Director Joseph Neubauer 1f

Mgmt ForForForElect Director Nelson Peltz 1g

Mgmt ForForForElect Director Fredric G. Reynolds 1h

Mgmt ForForForElect Director Irene B. Rosenfeld 1i

Mgmt ForForForElect Director Christiana S. Shi 1j

Mgmt ForForForElect Director Patrick T. Siewert 1k

Mgmt ForForForElect Director Ruth J. Simmons 1l

Mgmt ForForForElect Director Jean-Francois M. L. van Boxmeer

1m


2


3



5

Voter Rationale: A vote FOR this resolution is warranted because shareholders would benefit from additional information regarding the company's current packaging reduction and recycling efforts.

SH AgainstAgainstAgainstCreate a Committee to Prepare a Report Regarding the Impact of Plant Closures on Communities and Alternatives

6

National Oilwell Varco, Inc.



Country: USA



Ticker: NOV




National Oilwell Varco, Inc.



VotingPolicy Rec

Vote Instruction

1A Elect Director Clay C. Williams Mgmt For For For

Mgmt ForForForElect Director Greg L. Armstrong 1B

Mgmt ForForForElect Director Marcela E. Donadio 1C

Mgmt ForForForElect Director Ben A. Guill 1D

Mgmt ForForForElect Director James T. Hackett 1E

Mgmt ForForForElect Director David D. Harrison 1F

Mgmt ForForForElect Director Eric L. Mattson 1G

Mgmt ForForForElect Director William R. Thomas 1H



3


SH ForForForAdopt Proxy Access Right 5

Northrop Grumman Corporation



Country: USA



Ticker: NOC



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Wesley G. Bush Mgmt For For For


Mgmt ForForForElect Director Marianne C. Brown 1.2


Mgmt ForForForElect Director Victor H. Fazio 1.3


Mgmt ForForForElect Director Donald E. Felsinger 1.4





Northrop Grumman Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Ann M. Fudge 1.5


Mgmt ForForForElect Director Bruce S. Gordon 1.6


Mgmt ForForForElect Director William H. Hernandez 1.7


Mgmt ForForForElect Director Madeleine A. Kleiner 1.8


Mgmt ForForForElect Director Karl J. Krapek 1.9


Mgmt ForForForElect Director Gary Roughead 1.10


Mgmt ForForForElect Director Thomas M. Schoewe 1.11


Mgmt ForForForElect Director James S. Turley 1.12


Mgmt ForForForElect Director Mark A. Welsh, III 1.13



2



Pinnacle West Capital Corporation



Country: USA



Ticker: PNW



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Donald E. Brandt Mgmt For For For

Mgmt ForForForElect Director Denis A. Cortese 1.2




Pinnacle West Capital Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Richard P. Fox 1.3

Mgmt ForForForElect Director Michael L. Gallagher 1.4

Mgmt ForForForElect Director Roy A. Herberger, Jr. 1.5

Mgmt ForForForElect Director Dale E. Klein 1.6

Mgmt ForForForElect Director Humberto S. Lopez 1.7

Mgmt ForForForElect Director Kathryn L. Munro 1.8

Mgmt ForForForElect Director Bruce J. Nordstrom 1.9

Mgmt ForForForElect Director Paula J. Sims 1.10

Mgmt ForForForElect Director David P. Wagener 1.11


2

Voter Rationale: A vote AGAINST this proposal is warranted. CEO total pay is relatively high and incentive programs lack sufficient rigor. The annual incentive earnings mid-point/target goal, which accounts for nearly two-thirds of the award, was set at the prior year's achievement level, and a number of business unit goals were set below 2015 performance. Moreover, the equity incentive program provides for full target awards for median performance. These concerns are underscored by the fact that the CEO's 2016 grants alone (inclusive of payouts of retention and discretionary awards) exceeded the median of total pay of CEO peers.




PPL Corporation



Country: USA



Ticker: PPL



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Rodney C. Adkins Mgmt For For For

Mgmt ForForForElect Director John W. Conway 1.2

Mgmt ForForForElect Director Steven G. Elliott 1.3

Mgmt ForForForElect Director Raja Rajamannar 1.4

Mgmt ForForForElect Director Craig A. Rogerson 1.5

Mgmt ForForForElect Director William H. Spence 1.6




PPL Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Natica von Althann 1.7

Mgmt ForForForElect Director Keith H. Williamson 1.8

Mgmt ForForForElect Director Armando Zagalo de Lima 1.9


2





6

Voter Rationale: A vote FOR this resolution is warranted as shareholders would benefit from additional information regarding the long-term impacts to the company's portfolio from technological advances and public policies consistent with the 2-degree scenario.

Range Resources Corporation



Country: USA



Ticker: RRC



VotingPolicy Rec

Vote Instruction

1a Elect Director Brenda A. Cline Mgmt For For For

Mgmt ForForForElect Director Anthony V. Dub 1b

Mgmt ForForForElect Director Allen Finkelson 1c

Mgmt ForForForElect Director James M. Funk 1d

Mgmt ForForForElect Director Christopher A. Helms 1e

Mgmt ForForForElect Director Robert A. Innamorati 1f

Mgmt ForForForElect Director Mary Ralph Lowe 1g

Mgmt ForForForElect Director Greg G. Maxwell 1h

Mgmt ForForForElect Director Kevin S. McCarthy 1i

Mgmt ForForForElect Director Steffen E. Palko 1j

Mgmt ForForForElect Director Jeffrey L. Ventura 1k




Range Resources Corporation


VotingPolicy Rec

Vote Instruction


2

Voter Rationale: A vote AGAINST this proposal is warranted, given concerns regarding the rigor of incentive programs. Targets under the short-term incentive were set below the previous year's performance, yet the program paid out above target. Concern is exacerbated in this case given that the CEO's target pay opportunity was increased from 100 to 120 percent of base salary following two years of declining shareholder returns. Also, the design of equity incentives provides for the target award for merely median performance.





Ross Stores, Inc.



Country: USA



Ticker: ROST



VotingPolicy Rec

Vote Instruction

1a Elect Director Michael Balmuth Mgmt For For For

Mgmt ForForForElect Director K. Gunnar Bjorklund 1b

Mgmt ForForForElect Director Michael J. Bush 1c

Mgmt ForForForElect Director Norman A. Ferber 1d

Mgmt ForForForElect Director Sharon D. Garrett 1e

Mgmt ForForForElect Director Stephen D. Milligan 1f

Mgmt ForForForElect Director George P. Orban 1g

Mgmt ForForForElect Director Michael O'Sullivan 1h

Mgmt ForForForElect Director Lawrence S. Peiros 1i

Mgmt ForForForElect Director Gregory L. Quesnel 1j

Mgmt ForForForElect Director Barbara Rentler 1k



3





Ross Stores, Inc.


VotingPolicy Rec

Vote Instruction


Southwest Airlines Co.



Country: USA



Ticker: LUV



VotingPolicy Rec

Vote Instruction

1a Elect Director David W. Biegler Mgmt For For For

Mgmt ForForForElect Director J. Veronica Biggins 1b

Mgmt ForForForElect Director Douglas H. Brooks 1c

Mgmt ForForForElect Director William H. Cunningham 1d

Mgmt ForForForElect Director John G. Denison 1e

Mgmt ForForForElect Director Thomas W. Gilligan 1f

Mgmt ForForForElect Director Gary C. Kelly 1g

Mgmt ForForForElect Director Grace D. Lieblein 1h

Mgmt ForForForElect Director Nancy B. Loeffler 1i

Mgmt ForForForElect Director John T. Montford 1j

Mgmt ForForForElect Director Ron Ricks 1k


2



State Street Corporation



Country: USA



Ticker: STT




State Street Corporation



VotingPolicy Rec

Vote Instruction

1a Elect Director Kennett F. Burnes Mgmt For For For

Mgmt ForForForElect Director Patrick de Saint-Aignan 1b

Mgmt ForForForElect Director Lynn A. Dugle 1c

Mgmt ForForForElect Director Amelia C. Fawcett 1d

Mgmt ForForForElect Director William C. Freda 1e

Mgmt ForForForElect Director Linda A. Hill 1f

Mgmt ForForForElect Director Joseph L. Hooley 1g

Mgmt ForForForElect Director Sean O'Sullivan 1h

Mgmt ForForForElect Director Richard P. Sergel 1i

Mgmt ForForForElect Director Gregory L. Summe 1j


2




The Hartford Financial Services Group, Inc.



Country: USA



Ticker: HIG



VotingPolicy Rec

Vote Instruction

1a Elect Director Robert B. Allardice, III Mgmt For For For

Mgmt ForForForElect Director Trevor Fetter 1b

Mgmt ForForForElect Director Kathryn A. Mikells 1c

Mgmt ForForForElect Director Michael G. Morris 1d

Mgmt ForForForElect Director Thomas A. Renyi 1e

Mgmt ForForForElect Director Julie G. Richardson 1f

Mgmt ForForForElect Director Teresa Wynn Roseborough 1g




The Hartford Financial Services Group, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Virginia P. Ruesterholz 1h

Mgmt ForForForElect Director Charles B. Strauss 1i

Mgmt ForForForElect Director Christopher J. Swift 1j

Mgmt ForForForElect Director H. Patrick Swygert 1k



3

Thermo Fisher Scientific Inc.



Country: USA



Ticker: TMO



VotingPolicy Rec

Vote Instruction

1a Elect Director Marc N. Casper Mgmt For For For


Mgmt ForForForElect Director Nelson J. Chai 1b


Mgmt ForForForElect Director C. Martin Harris 1c


Mgmt ForForForElect Director Tyler Jacks 1d


Mgmt ForForForElect Director Judy C. Lewent 1e


Mgmt ForForForElect Director Thomas J. Lynch 1f


Mgmt ForForForElect Director Jim P. Manzi 1g


Mgmt ForForForElect Director William G. Parrett 1h





Thermo Fisher Scientific Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Lars R. Sorensen 1i


Mgmt ForForForElect Director Scott M. Sperling 1j


Mgmt ForForForElect Director Elaine S. Ullian 1k


Mgmt ForForForElect Director Dion J. Weisler 1l



2



4

Universal Health Services, Inc.



Country: USA



Ticker: UHS

Shares Voted: 9,400


VotingPolicy Rec

Vote Instruction

1 Elect Director Lawrence S. Gibbs Mgmt For For For

Mgmt ForForForAmend Stock Option Plan 2


3




5


Voter Rationale: A vote FOR this proposal is warranted, as adoption of proxy access will enhance shareholder rights and the proposed structure includes appropriate safeguards to protect the director nomination process.

Verisk Analytics, Inc.



Country: USA



Ticker: VRSK



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Frank J. Coyne Mgmt For For For


Mgmt ForForForElect Director Christopher M. Foskett 1.2


Mgmt ForForForElect Director David B. Wright 1.3


Mgmt ForForForElect Director Annell R. Bay 1.4



2

Voter Rationale: A vote AGAINST this proposal is warranted. The short-term program is essentially discretionary and equity awards are entirely time-based. Company performance declined in 2016 with underperforming TSR and drops in revenue and EPS; however, incentive program payouts were largely the same as in prior years. The company also gave the CEO a sizable base salary increase without compelling rationale, thus further increasing his fixed pay.


Mgmt ForForForRatify Deloitte And Touche LLP as Auditors 4

Xcel Energy Inc.



Country: USA



Ticker: XEL



VotingPolicy Rec

Vote Instruction

1a Elect Director Gail K. Boudreaux Mgmt For For For

Mgmt ForForForElect Director Richard K. Davis 1b

Mgmt ForForForElect Director Ben Fowke 1c

Mgmt ForForForElect Director Richard T. O'Brien 1d

Mgmt ForForForElect Director Christopher J. Policinski 1e

Mgmt ForForForElect Director James T. Prokopanko 1f




Xcel Energy Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director A. Patricia Sampson 1g

Mgmt ForForForElect Director James J. Sheppard 1h

Mgmt ForForForElect Director David A. Westerlund 1i

Mgmt ForForForElect Director Kim Williams 1j

Mgmt ForForForElect Director Timothy V. Wolf 1k

Mgmt ForForForElect Director Daniel Yohannes 1l



3



Alexander's, Inc.



Country: USA



Ticker: ALX

Shares Voted: 336


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Thomas R. DiBenedetto Mgmt For For For

Voter Rationale: WITHHOLD votes are warranted for non-independent director nominee Russell Wight Jr. for failing to establish a board on which a majority of the directors are independent outsiders and due to the company's lack of a formal nominating committee. A vote FOR remaining director nominee Thomas R. DiBenedetto is warranted.

Mgmt WithholdReferForElect Director Russell B. Wight, Jr. 1.2

Voter Rationale: WITHHOLD votes are warranted for non-independent director nominee Russell Wight Jr. for failing to establish a board on which a majority of the directors are independent outsiders and due to the company's lack of a formal nominating committee. A vote FOR remaining director nominee Thomas R. DiBenedetto is warranted.




3

Voter Rationale: A vote AGAINST this proposal is warranted. The lack of disclosure regarding the compensation arrangements between the company's executives and its external manager precludes a reasonable assessment of executive pay. Without this information, shareholders cannot make a fully informed decision on this say-on-pay proposal.






Altria Group, Inc.



Country: USA


Primary Security ID: 02209S103

Ticker: MO



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Gerald L. Baliles Mgmt For For For

Mgmt ForForForElect Director Martin J. Barrington 1.2

Mgmt ForForForElect Director John T. Casteen, III 1.3

Mgmt ForForForElect Director Dinyar S. Devitre 1.4

Mgmt ForForForElect Director Thomas F. Farrell, II 1.5

Mgmt ForForForElect Director Debra J. Kelly-Ennis 1.6

Mgmt ForForForElect Director W. Leo Kiely, III 1.7

Mgmt ForForForElect Director Kathryn B. McQuade 1.8

Mgmt ForForForElect Director George Munoz 1.9

Mgmt ForForForElect Director Nabil Y. Sakkab 1.10

Mgmt ForForForElect Director Virginia E. Shanks 1.11


2


3


SH AgainstAgainstAgainstCease Tobacco-Related Advertising 5

Amphenol Corporation



Country: USA



Ticker: APH



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Ronald P. Badie Mgmt For For For





Amphenol Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Stanley L. Clark 1.2


Mgmt ForForForElect Director David P. Falck 1.3


Mgmt ForForForElect Director Edward G. Jepsen 1.4


Mgmt ForForForElect Director Martin H. Loeffler 1.5


Mgmt ForForForElect Director John R. Lord 1.6


Mgmt ForForForElect Director R. Adam Norwitt 1.7


Mgmt ForForForElect Director Diana G. Reardon 1.8




3


Mgmt ForForForApprove Stock Option Plan 5

Anthem, Inc.



Country: USA



Ticker: ANTM



VotingPolicy Rec

Vote Instruction

1a Elect Director R. Kerry Clark Mgmt For For For


Mgmt ForForForElect Director Robert L. Dixon, Jr. 1b






Anthem, Inc.


VotingPolicy Rec

Vote Instruction


3




Apple Hospitality REIT, Inc.



Country: USA



Ticker: APLE



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Glenn W. Bunting Mgmt For For For

Mgmt ForForForElect Director Glade M. Knight 1.2

Mgmt ForForForElect Director Daryl A. Nickel 1.3


2



Mgmt ForForForDeclassify the Board of Directors 5A


Mgmt ForForForAmend Charter to Require a Majority Vote for All Charter Amendments

5B

Mgmt ForForForEliminate Supermajority Vote Requirement 5C

Mgmt ForForForAmend Charter to Eliminate Provisions that are No Longer Applicable

5D

AvalonBay Communities, Inc.



Country: USA



Ticker: AVB







VotingPolicy Rec

Vote Instruction

1a Elect Director Glyn F. Aeppel Mgmt For Refer Against

Voter Rationale: AGAINST votes are warranted for Ronald Havner Jr. for serving on more than three public boards while serving as a CEO of an outside company. AGAINST votes are warranted for Nominating and Governance committee members H. Jay Sarles, Glyn Aeppel, Peter Rummell, and W. Edward Walter for a material governance failure. The company's governing documents prohibit or restrict shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Terry S. Brown 1b


Mgmt ForForForElect Director Alan B. Buckelew 1c


Mgmt AgainstReferForElect Director Ronald L. Havner, Jr. 1d


Mgmt ForForForElect Director Richard J. Lieb 1e


Mgmt ForForForElect Director Timothy J. Naughton 1f


Mgmt AgainstReferForElect Director Peter S. Rummell 1g







VotingPolicy Rec

Vote Instruction

Mgmt AgainstReferForElect Director H. Jay Sarles 1h


Mgmt ForForForElect Director Susan Swanezy 1i


Mgmt AgainstReferForElect Director W. Edward Walter 1j







4




Brandywine Realty Trust



Country: USA



Ticker: BDN



VotingPolicy Rec

Vote Instruction

1a Elect Director Carol G. Carroll Mgmt For Refer Against

Voter Rationale: Vote AGAINST Carol Carroll, Wyche Fowler Jr., Anthony Nichols Sr. and Charles Pizzi for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted.




Brandywine Realty Trust


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director James C. Diggs 1b


Mgmt AgainstReferForElect Director Wyche Fowler 1c


Mgmt ForForForElect Director H. Richard Haverstick, Jr. 1d


Mgmt ForForForElect Director Michael J. Joyce 1e


Mgmt AgainstReferForElect Director Anthony A. Nichols, Sr. 1f


Mgmt AgainstReferForElect Director Charles P. Pizzi 1g


Mgmt ForForForElect Director Gerard H. Sweeney 1h



2



3

Voter Rationale: Although some concerns are noted, a vote FOR this proposal is warranted as pay and performance are reasonably aligned at this time.




Voter Rationale: Based on the Equity Plan Scorecard evaluation (EPSC) and an analysis of the plan amendments, a vote FOR this proposal is warranted.




Brixmor Property Group Inc.



Country: USA



Ticker: BRX



VotingPolicy Rec

Vote Instruction

1.1 Elect Director James M. Taylor Jr. Mgmt For For For


Mgmt ForForForElect Director John G. Schreiber 1.2


Mgmt ForForForElect Director Michael Berman 1.3


Mgmt ForForForElect Director Sheryl M. Crosland 1.4


Mgmt ForForForElect Director Anthony W. Deering 1.5


Mgmt ForForForElect Director Thomas W. Dickson 1.6


Mgmt ForForForElect Director Daniel B. Hurwitz 1.7


Mgmt ForForForElect Director William D. Rahm 1.8


Mgmt ForForForElect Director Gabrielle Sulzberger 1.9




3

Care Capital Properties, Inc.



Country: USA



Ticker: CCP




Care Capital Properties, Inc.



VotingPolicy Rec

Vote Instruction

1A Elect Director Douglas Crocker, II Mgmt For For For

Voter Rationale: AGAINST votes are warranted for Governance Committee members John Gates Jr., Dale Reiss, and John Workman for a material governance failure. Shareholders are prohibited from amending the bylaws. FOR votes are warranted for the remaining directors.

Mgmt AgainstReferForElect Director John S. Gates, Jr. 1B


Mgmt ForForForElect Director Ronald G. Geary 1C


Mgmt ForForForElect Director Raymond J. Lewis 1D


Mgmt ForForForElect Director Jeffrey A. Malehorn 1E


Mgmt AgainstReferForElect Director Dale Anne Reiss 1F


Mgmt AgainstReferForElect Director John L. Workman 1G




CBOE Holdings, Inc.



Country: USA



Ticker: CBOE




CBOE Holdings, Inc.

Shares Voted: 9,600


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Edward T. Tilly Mgmt For For For


Mgmt ForForForElect Director James R. Boris 1.2


Mgmt ForForForElect Director Frank E. English, Jr. 1.3


Mgmt ForForForElect Director William M. Farrow, III 1.4


Mgmt ForForForElect Director Edward J. Fitzpatrick 1.5


Mgmt ForForForElect Director Janet P. Froetscher 1.6


Mgmt ForForForElect Director Jill R. Goodman 1.7


Mgmt ForForForElect Director Christopher T. Mitchell 1.8


Mgmt ForForForElect Director Roderick A. Palmore 1.9


Mgmt ForForForElect Director Joseph P. Ratterman 1.10


Mgmt ForForForElect Director Michael L. Richter 1.11


Mgmt ForForForElect Director Samuel K. Skinner 1.12


Mgmt ForForForElect Director Carole E. Stone 1.13


Mgmt ForForForElect Director Eugene S. Sunshine 1.14



2





CBOE Holdings, Inc.


VotingPolicy Rec

Vote Instruction


Chatham Lodging Trust



Country: USA



Ticker: CLDT

Shares Voted: 5,500


VotingPolicy Rec

Vote Instruction

1.1 Elect Director C. Gerald Goldsmith Mgmt For Refer Withhold

Voter Rationale: WITHHOLD votes is warranted for Thomas Crocker and C. Gerald Goldsmith for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Rolf E. Ruhfus 1.2


Mgmt ForForForElect Director Jeffrey H. Fisher 1.3


Mgmt WithholdReferForElect Director Thomas J. Crocker 1.4


Mgmt ForForForElect Director Robert Perlmutter 1.5


Mgmt ForForForElect Director Jack P. DeBoer 1.6


Mgmt ForForForElect Director Miles Berger 1.7





Chatham Lodging Trust


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Edwin B. Brewer, Jr. 1.8



2



3

Voter Rationale: A cautionary vote FOR this proposal is warranted. Annual and long-term incentives awarded in 2016 were not robustly performance-based, although CEO pay declined by more than 50 percent and is positioned below peers. Short- and long-term incentives granted in 2017 will be more strongly tied to pre-set performance objectives although continued shareholder monitoring is warranted.



Chubb Limited





Primary Security ID: H1467J104

Ticker: CB



VotingPolicy Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports

Mgmt For For For

Mgmt ForForForAllocate Disposable Profit 2.1

Mgmt ForForForApprove Dividend Distribution From Legal Reserves Through Capital Contributions Reserve Subaccount

2.2

Mgmt ForForForApprove Discharge of Board and Senior Management

3

Mgmt ForForForRatify PricewaterhouseCoopers AG (Zurich) as Auditors

4.1

Mgmt ForForForRatify PricewaterhouseCoopers LLP (United States) as Independent Registered Accounting Firm as Auditors

4.2

Mgmt ForForForRatify BDO AG (Zurich) as Special Auditors 4.3

Mgmt ForForForElect Director Evan G. Greenberg 5.1

Mgmt ForForForElect Director Robert M. Hernandez 5.2




Chubb Limited


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Michael G. Atieh 5.3

Mgmt ForForForElect Director Sheila P. Burke 5.4

Mgmt ForForForElect Director James I. Cash 5.5

Mgmt ForForForElect Director Mary Cirillo 5.6

Mgmt ForForForElect Director Michael P. Connors 5.7

Mgmt ForForForElect Director John A. Edwardson 5.8

Mgmt ForForForElect Director Leo F. Mullin 5.9

Mgmt ForForForElect Director Kimberly A. Ross 5.10

Mgmt ForForForElect Director Robert W. Scully 5.11

Mgmt ForForForElect Director Eugene B. Shanks, Jr. 5.12

Mgmt ForForForElect Director Theodore E. Shasta 5.13

Mgmt ForForForElect Director David H. Sidwell 5.14

Mgmt ForForForElect Director Olivier Steimer 5.15

Mgmt ForForForElect Director James M. Zimmerman 5.16

Mgmt AgainstAgainstForElect Evan G. Greenberg as Board Chairman 6

Voter Rationale: A vote AGAINST the election of Evan C. Greenberg as the chairman of the board is warranted given that Greenberg serves as the company's CEO.

Mgmt ForForForAppoint Michael P. Connors as Member of the Compensation Committee

7.1

Mgmt ForForForAppoint Mary Cirillo as Member of the Compensation Committee

7.2

Mgmt ForForForAppoint Robert M. Hernandez as Member of the Compensation Committee

7.3

Mgmt ForForForAppoint Robert W. Scully as Member of the Compensation Committee

7.4

Mgmt ForForForAppoint James M. Zimmerman as Member of the Compensation Committee

7.5

Mgmt ForForForDesignate Homburger AG as Independent Proxy

8

Mgmt ForForForApprove Qualified Employee Stock Purchase Plan

9

Mgmt ForForForApprove the Increase in Maximum Aggregate Remuneration of Directors

10.1

Mgmt ForForForApprove Remuneration of Executive Management in the Amount of USD 41 Million for Fiscal 2018

10.2




Chubb Limited


VotingPolicy Rec

Vote Instruction


11


Mgmt AgainstAgainstForTransact Other Business (Voting) 13

Voter Rationale: A vote AGAINST this proposal is warranted, as proposals which are detrimental to shareholder value may arise without shareholders having the opportunity to make a fully informed vote on the issue.

Crown Castle International Corp.



Country: USA



Ticker: CCI



VotingPolicy Rec

Vote Instruction

1a Elect Director P. Robert Bartolo Mgmt For For For

Mgmt ForForForElect Director Jay A. Brown 1b

Mgmt ForForForElect Director Cindy Christy 1c

Mgmt ForForForElect Director Ari Q. Fitzgerald 1d

Mgmt ForForForElect Director Robert E. Garrison, II 1e

Mgmt ForForForElect Director Lee W. Hogan 1f

Mgmt ForForForElect Director Edward C. Hutcheson, Jr. 1g

Mgmt ForForForElect Director J. Landis Martin 1h

Mgmt ForForForElect Director Robert F. McKenzie 1i

Mgmt ForForForElect Director Anthony J. Melone 1j

Mgmt ForForForElect Director W. Benjamin Moreland 1k


2


3


Voter Rationale: A vote FOR this proposal is warranted. Adoption of proxy access will enhance shareholder rights and the proposal includes appropriate safeguards.




Discovery Communications, Inc.



Country: USA



Ticker: DISCA



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Robert R. Bennett Mgmt For Refer Withhold

Voter Rationale: WITHHOLD votes are warranted for all nominees given the company's sustained underperformance, persistent

poor compensation practices, and the panoply of anti-takeover provisions employed by the company. A WITHHOLD vote from

John Malone is also warranted for serving as a director on more than five public company boards.

Mgmt WithholdReferForElect Director John C. Malone 1.2




Mgmt WithholdReferForElect Director David M. Zaslav 1.3





2



3

Voter Rationale: A vote AGAINST this proposal is warranted, given several recurring poor compensation practices that indicate a pay-for-performance disconnect. The CEO's base salary remains large compared to peers. He receives annual automatic increases in his target bonus opportunity under the terms of his employment agreement. Only half of the award is linked to objective financial metrics, and all of the 2016 financial target goals were set below the prior year's achievement levels. He also receives guaranteed mega equity grants, which for fiscal 2016 alone totaled $29 million or more than twice the median total pay of peer group CEOs. Other recurring issues include severance arrangements that carry a pay-for-failure windfall risk, above-median pay benchmarking, and significant perks and related gross-ups. In light of the severity and recurring nature of these issues, withhold votes are warranted for incumbent board members (see Item 1).



SH ForForAgainstAssess Feasibility of Including Sustainability as a Performance Measure for Senior Executive Compensation

5

Voter Rationale: A vote FOR this proposal is warranted due to the scope of the proposal and the lack of comprehensive disclosure by the company of its environmental and social performance and related management systems and oversight mechanisms.




Discovery Communications, Inc.


VotingPolicy Rec

Vote Instruction

SH ForForAgainstReport on Steps Taken to Increase Board Diversity

6

Voter Rationale: A vote FOR this resolution is warranted because: The board's composition makes it an outlier among its

industry peers; and Shareholders would benefit additional information about how the company is ensuring that female and

minority candidates are included among prospective board nominees.

Dr Pepper Snapple Group, Inc.



Country: USA



Ticker: DPS



VotingPolicy Rec

Vote Instruction

1a Elect Director David E. Alexander Mgmt For For For

Mgmt ForForForElect Director Antonio Carrillo 1b

Mgmt ForForForElect Director Jose M. Gutierrez 1c

Mgmt ForForForElect Director Pamela H. Patsley 1d

Mgmt ForForForElect Director Ronald G. Rogers 1e

Mgmt ForForForElect Director Wayne R. Sanders 1f

Mgmt ForForForElect Director Dunia A. Shive 1g

Mgmt ForForForElect Director M. Anne Szostak 1h

Mgmt ForForForElect Director Larry D. Young 1i



3


SH ForForAgainstReport on Plans to Minimize Pesticides' Impact on Pollinators

5

Voter Rationale: A vote FOR this proposal is warranted, as the company's current disclosure regarding its agricultural practices, its supply chain management, and its agrochemical practices are insufficient for shareholders to evaluate risks related to pesticide use in the company's agricultural supply chain.




eBay Inc.



Country: USA



Ticker: EBAY



VotingPolicy Rec

Vote Instruction

1a Elect Director Fred D. Anderson, Jr. Mgmt For For For

Mgmt ForForForElect Director Edward W. Barnholt 1b

Mgmt ForForForElect Director Anthony J. Bates 1c

Mgmt ForForForElect Director Logan D. Green 1d

Mgmt ForForForElect Director Bonnie S. Hammer 1e

Mgmt ForForForElect Director Kathleen C. Mitic 1f

Mgmt ForForForElect Director Pierre M. Omidyar 1g

Mgmt ForForForElect Director Paul S. Pressler 1h

Mgmt ForForForElect Director Robert H. Swan 1i

Mgmt ForForForElect Director Thomas J. Tierney 1j

Mgmt ForForForElect Director Perry M. Traquina 1k

Mgmt ForForForElect Director Devin N. Wenig 1l


2



4



Extra Space Storage Inc.



Country: USA



Ticker: EXR



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Kenneth M. Woolley Mgmt For For For




Extra Space Storage Inc.


VotingPolicy Rec

Vote Instruction

Voter Rationale: Vote AGAINST Roger Porter, Diane Olmstead and K. Fred Skousen for a material governance failure. The company maintains a charter which prohibits shareholders from amending the bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Joseph D. Margolis 1.2


Mgmt AgainstReferForElect Director Roger B. Porter 1.3


Mgmt ForForForElect Director Spencer F. Kirk 1.4


Mgmt ForForForElect Director Dennis J. Letham 1.5


Mgmt AgainstReferForElect Director Diane Olmstead 1.6


Mgmt AgainstReferForElect Director K. Fred Skousen 1.7





3

Voter Rationale: A vote FOR this proposal is warranted. While concerns are noted, pay and performance are reasonably aligned at this time.



Flowserve Corporation



Country: USA



Ticker: FLS




Flowserve Corporation



VotingPolicy Rec

Vote Instruction

1.1 Elect Director R. Scott Rowe Mgmt For For For

Mgmt ForForForElect Director Leif E. Darner 1.2

Mgmt ForForForElect Director Gayla J. Delly 1.3

Mgmt ForForForElect Director Roger L. Fix 1.4

Mgmt ForForForElect Director John R. Friedery 1.5

Mgmt ForForForElect Director Joe E. Harlan 1.6

Mgmt ForForForElect Director Rick J. Mills 1.7

Mgmt ForForForElect Director David E. Roberts 1.8


2



4

SH ForForAgainstProxy Access Reform 5

Voter Rationale: On balance, the proposed amendment would enhance the company's existing right for shareholders while maintaining safeguards against abuse of the nomination process. As such, a vote FOR this proposal is warranted.

Mgmt ForForForElect Director Ruby Chandy 6

Hasbro, Inc.



Country: USA



Ticker: HAS



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Kenneth A. Bronfin Mgmt For For For


Mgmt ForForForElect Director Michael R. Burns 1.2


Mgmt ForForForElect Director Hope Cochran 1.3





Hasbro, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Crispin H. Davis 1.4


Mgmt ForForForElect Director Lisa Gersh 1.5


Mgmt ForForForElect Director Brian D. Goldner 1.6


Mgmt ForForForElect Director Alan G. Hassenfeld 1.7


Mgmt ForForForElect Director Tracy A. Leinbach 1.8


Mgmt ForForForElect Director Edward M. Philip 1.9


Mgmt ForForForElect Director Richard S. Stoddart 1.10


Mgmt ForForForElect Director Mary Beth West 1.11


Mgmt ForForForElect Director Linda K. Zecher 1.12



2





Intel Corporation



Country: USA



Ticker: INTC




Intel Corporation



VotingPolicy Rec

Vote Instruction

1a Elect Director Charlene Barshefsky Mgmt For For For

Mgmt ForForForElect Director Aneel Bhusri 1b

Mgmt ForForForElect Director Andy D. Bryant 1c

Mgmt ForForForElect Director Reed E. Hundt 1d

Mgmt ForForForElect Director Omar Ishrak 1e

Mgmt ForForForElect Director Brian M. Krzanich 1f

Mgmt ForForForElect Director Tsu-Jae King Liu 1g

Mgmt ForForForElect Director David S. Pottruck 1h

Mgmt ForForForElect Director Gregory D. Smith 1i

Mgmt ForForForElect Director Frank D. Yeary 1j

Mgmt ForForForElect Director David B. Yoffie 1k



3



SH AgainstAgainstAgainstPolitical Contributions Disclosure 6


KeyCorp



Country: USA



Ticker: KEY



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Austin A. Adams Mgmt For For For

Mgmt ForForForElect Director Bruce D. Broussard 1.2

Mgmt ForForForElect Director Charles P. Cooley 1.3

Mgmt ForForForElect Director Gary M. Crosby 1.4




KeyCorp


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Alexander M. Cutler 1.5

Mgmt ForForForElect Director H. James Dallas 1.6

Mgmt ForForForElect Director Elizabeth R. Gile 1.7

Mgmt ForForForElect Director Ruth Ann M. Gillis 1.8

Mgmt ForForForElect Director William G. Gisel, Jr. 1.9

Mgmt ForForForElect Director Carlton L. Highsmith 1.10

Mgmt ForForForElect Director Richard J. Hipple 1.11

Mgmt ForForForElect Director Kristen L. Manos 1.12

Mgmt ForForForElect Director Beth E. Mooney 1.13

Mgmt ForForForElect Director Demos Parneros 1.14

Mgmt ForForForElect Director Barbara R. Snyder 1.15

Mgmt ForForForElect Director David K. Wilson 1.16



3



L Brands, Inc.



Country: USA



Ticker: LB



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Donna A. James Mgmt For For For

Mgmt ForForForElect Director Jeffrey H. Miro 1.2

Mgmt ForForForElect Director Michael G. Morris 1.3

Mgmt ForForForElect Director Raymond Zimmerman 1.4



3




L Brands, Inc.


VotingPolicy Rec

Vote Instruction


SH ForForAgainstReduce Supermajority Vote Requirement 5

Voter Rationale: A vote FOR this proposal is warranted given that elimination of the supermajority vote requirement enhances shareholder rights.

Liberty Property Trust



Country: USA



Ticker: LPT



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Frederick F. Buchholz Mgmt For For For


Mgmt ForForForElect Director Thomas C. DeLoach, Jr. 1.2


Mgmt ForForForElect Director Katherine Elizabeth Dietze 1.3


Mgmt ForForForElect Director Antonio F. Fernandez 1.4


Mgmt ForForForElect Director Daniel P. Garton 1.5


Mgmt ForForForElect Director William P. Hankowsky 1.6


Mgmt ForForForElect Director M. Leanne Lachman 1.7


Mgmt ForForForElect Director David L. Lingerfelt 1.8


Mgmt ForForForElect Director Fredric J. Tomczyk 1.9



2





Liberty Property Trust


VotingPolicy Rec

Vote Instruction


Life Storage, Inc.



Country: USA



Ticker: LSI

Shares Voted: 6,481


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Robert J. Attea Mgmt For For For

Mgmt ForForForElect Director Kenneth F. Myszka 1.2

Mgmt ForForForElect Director Charles E. Lannon 1.3

Mgmt ForForForElect Director Stephen R. Rusmisel 1.4

Mgmt ForForForElect Director Arthur L. Havener, Jr. 1.5

Mgmt ForForForElect Director Mark G. Barberio 1.6




4


Marsh & McLennan Companies, Inc.



Country: USA



Ticker: MMC



VotingPolicy Rec

Vote Instruction

1a Elect Director Anthony K. Anderson Mgmt For For For

Mgmt ForForForElect Director Oscar Fanjul 1b

Mgmt ForForForElect Director Daniel S. Glaser 1c

Mgmt ForForForElect Director H. Edward Hanway 1d




Marsh & McLennan Companies, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Deborah C. Hopkins 1e

Mgmt ForForForElect Director Elaine La Roche 1f

Mgmt ForForForElect Director Steven A. Mills 1g

Mgmt ForForForElect Director Bruce P. Nolop 1h

Mgmt ForForForElect Director Marc D. Oken 1i

Mgmt ForForForElect Director Morton O. Schapiro 1j

Mgmt ForForForElect Director Lloyd M. Yates 1k

Mgmt ForForForElect Director R. David Yost 1l


2




Martin Marietta Materials, Inc.



Country: USA



Ticker: MLM

Shares Voted: 6,700


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Sue W. Cole Mgmt For For For

Mgmt ForForForElect Director Michael J. Quillen 1.2

Mgmt ForForForElect Director John J. Koraleski 1.3

Mgmt ForForForElect Director Stephen P. Zelnak, Jr. 1.4


2


3



Voter Rationale: A vote FOR this proposal is warranted, as adoption of proxy access will enhance shareholder rights and the proposal includes appropriate safeguards against abuse of the nomination process.




Mohawk Industries, Inc.



Country: USA



Ticker: MHK

Shares Voted: 6,600


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Richard C. Ill Mgmt For For For


Mgmt ForForForElect Director Jeffrey S. Lorberbaum 1.2


Mgmt ForForForElect Director Karen A. Smith Bogart 1.3




3



Monmouth Real Estate Investment Corporation



Country: USA



Ticker: MNR

Shares Voted: 8,740


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Brian H. Haimm Mgmt For For For

Voter Rationale: WITHHOLD votes are warranted for Stephen Wolgin, Neal Herstik, and Matthew Hirsch for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR Brian Haimm is warranted.

Mgmt WithholdReferForElect Director Neal Herstik 1.2


Mgmt WithholdReferForElect Director Matthew I. Hirsch 1.3





Monmouth Real Estate Investment Corporation


VotingPolicy Rec

Vote Instruction

Mgmt WithholdReferForElect Director Stephen B. Wolgin 1.4


Mgmt ForForForRatify PKF O'Connor Davies, LLP as Auditors 2





4

Voter Rationale: Although some concerns are noted regarding the company's severance provisions, a vote FOR this proposal is warranted as pay and performance are reasonably aligned at this time.



NextEra Energy, Inc.



Country: USA



Ticker: NEE



VotingPolicy Rec

Vote Instruction

1a Elect Director Sherry S. Barrat Mgmt For For For

Mgmt ForForForElect Director James L. Camaren 1b

Mgmt ForForForElect Director Kenneth B. Dunn 1c

Mgmt ForForForElect Director Naren K. Gursahaney 1d

Mgmt ForForForElect Director Kirk S. Hachigian 1e

Mgmt ForForForElect Director Toni Jennings 1f

Mgmt ForForForElect Director Amy B. Lane 1g

Mgmt ForForForElect Director James L. Robo 1h

Mgmt ForForForElect Director Rudy E. Schupp 1i

Mgmt ForForForElect Director John L. Skolds 1j

Mgmt ForForForElect Director William H. Swanson 1k

Mgmt ForForForElect Director Hansel E. Tookes, II 1l




NextEra Energy, Inc.


VotingPolicy Rec

Vote Instruction



3


Mgmt ForForForApprove Non-Employee Director Restricted Stock Plan

5



Paramount Group, Inc.



Country: USA



Ticker: PGRE



VotingPolicy Rec

Vote Instruction

1a Elect Director Albert Behler Mgmt For For For

Voter Rationale: Vote AGAINST Nominating and Corporate Governance Committee members Peter Linneman, Lizanne Galbreath and David O'Connor for a material governance failure. The company maintains a charter provision that prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Thomas Armbrust 1b


Mgmt ForForForElect Director Martin Bussmann 1c


Mgmt ForForForElect Director Dan Emmett 1d


Mgmt AgainstReferForElect Director Lizanne Galbreath 1e





Paramount Group, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Karin Klein 1f


Mgmt AgainstReferForElect Director Peter Linneman 1g


Mgmt AgainstReferForElect Director David O'Connor 1h


Mgmt ForForForElect Director Katharina Otto-Bernstein 1i



2

Voter Rationale: A vote AGAINST this proposal is warranted. Although the company moved towards a more performance-based incentive program, total CEO pay grew substantially amid weak company performance and remains above the median of both ISS- and company-selected peers. The company granted a discretionary deferred bonus in 2016 and though equity was predominately performance-based, the number of underlying shares granted grew without rationale. While the company states awards are based on the prior year's performance, there is not clear disclosure regarding what the committee considered when determining award size.



Piedmont Office Realty Trust, Inc.



Country: USA



Ticker: PDM



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Kelly H. Barrett Mgmt For For For

Mgmt ForForForElect Director Wesley E. Cantrell 1.2

Mgmt ForForForElect Director Barbara B. Lang 1.3

Mgmt ForForForElect Director Frank C. McDowell 1.4

Piedmont Office Realty Trust, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Donald A. Miller 1.5

Voter Rationale: WITHHOLD votes from Kelly Barrett, Wesley Cantrell, Barbara Lang and Frank McDowell for a material governance failure. The company maintains a charter provision that prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Raymond G. Milnes, Jr. 1.6


Mgmt ForForForElect Director Jeffrey L. Swope 1.7


Mgmt ForForForElect Director Dale H. Taysom 1.8




3



Pioneer Natural Resources Company



Country: USA



Ticker: PXD



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Edison C. Buchanan Mgmt For For For

Mgmt ForForForElect Director Andrew F. Cates 1.2

Mgmt ForForForElect Director Timothy L. Dove 1.3

Mgmt ForForForElect Director Phillip A. Gobe 1.4

Mgmt ForForForElect Director Larry R. Grillot 1.5

Mgmt ForForForElect Director Stacy P. Methvin 1.6

Mgmt ForForForElect Director Royce W. Mitchell 1.7




Pioneer Natural Resources Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Frank A. Risch 1.8

Mgmt ForForForElect Director Scott D. Sheffield 1.9

Mgmt ForForForElect Director Mona K. Sutphen 1.10

Mgmt ForForForElect Director J. Kenneth Thompson 1.11

Mgmt ForForForElect Director Phoebe A. Wood 1.12

Mgmt ForForForElect Director Michael D. Wortley 1.13



3


SH ForForAgainstReport on Annual Sustainability 5

Voter Rationale: A vote FOR this proposal is warranted, as additional information about the company's sustainability practices would help shareholders evaluate management's handling of related risks and opportunities.

Sealed Air Corporation



Country: USA



Ticker: SEE



VotingPolicy Rec

Vote Instruction

1 Elect Director Michael Chu Mgmt For For For

Mgmt ForForForElect Director Lawrence R. Codey 2

Mgmt ForForForElect Director Patrick Duff 3

Mgmt ForForForElect Director Henry R. Keizer 4

Mgmt ForForForElect Director Jacqueline B. Kosecoff 5

Mgmt ForForForElect Director Neil Lustig 6

Mgmt ForForForElect Director William J. Marino 7

Mgmt ForForForElect Director Jerome A. Peribere 8

Mgmt ForForForElect Director Richard L. Wambold 9

Mgmt ForForForElect Director Jerry R. Whitaker 10


11




Sealed Air Corporation


VotingPolicy Rec

Vote Instruction



Senior Housing Properties Trust



Country: USA



Ticker: SNH



VotingPolicy Rec

Vote Instruction

1.1 Elect Director John L. Harrington Mgmt For Refer Withhold

Voter Rationale: WITHHOLD votes are warranted for all director nominees for lack of responsiveness after last year's annual meeting when John Harrington, Adam Portnoy, Barry Portnoy, and Jeffrey Somers received less than majority shareholder support. WITHHOLD votes are warranted for Jeffrey Somers, John Harrington and Lisa Jones for a material governance failure. Shareholders are prohibited from amending the bylaws and the bylaws include provisions that have hurdles beyond those set forth in Rule 14a-8 that make it more difficult for a shareholder to include any precatory proposals on the company's proxy ballot. WITHHOLD votes are further warranted for Barry Portnoy for serving as a director on more than five public company boards. WITHHOLD votes are further warranted for all directors for a material governance failure resulting from the board's unilateral adoption of a bylaw amendment which negatively impacts shareholders' rights. WITHHOLD votes are further warranted for Adam Portnoy for serving on more than three public boards while serving as CEO of an outside company.

Mgmt WithholdReferForElect Director Lisa Harris Jones 1.2


Mgmt WithholdReferForElect Director Adam D. Portnoy 1.3





Senior Housing Properties Trust


VotingPolicy Rec

Vote Instruction

Mgmt WithholdReferForElect Director Barry M. Portnoy 1.4


Mgmt WithholdReferForElect Director Jeffrey P. Somers 1.5



2








Summit Hotel Properties, Inc.



Country: USA



Ticker: INN



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Daniel P. Hansen Mgmt For For For




Summit Hotel Properties, Inc.


VotingPolicy Rec

Vote Instruction

Voter Rationale: WITHHOLD votes from Nominating and Corporate Governance Committee members Bjorn Hanson, Kenneth Kay and Thomas Storey for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt WithholdReferForElect Director Bjorn R. L. Hanson 1.2


Mgmt ForForForElect Director Jeffrey W. Jones 1.3


Mgmt WithholdReferForElect Director Kenneth J. Kay 1.4


Mgmt WithholdReferForElect Director Thomas W. Storey 1.5





3


Mgmt ForForForAmend Charter to Remove Antitakeover Provisions to Opt Out of Maryland's Unsolicited Takeover Act

4

Voter Rationale: Vote FOR because implementation of this proposal will enhance shareholders' rights and the company's governance structure.

Sun Communities, Inc.



Country: USA



Ticker: SUI



VotingPolicy Rec

Vote Instruction

1A Elect Director Stephanie W. Bergeron Mgmt For For For




Sun Communities, Inc.


VotingPolicy Rec

Vote Instruction

Voter Rationale: Votes AGAINST Clunet Lewis and Ronald Klein are warranted for a material governance failure. The company maintains governance documents which prohibit shareholders from amending the bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Brian M. Hermelin 1B


Mgmt AgainstReferForElect Director Ronald A. Klein 1C


Mgmt AgainstReferForElect Director Clunet R. Lewis 1D


Mgmt ForForForElect Director Gary A. Shiffman 1E


Mgmt ForForForElect Director Arthur A. Weiss 1F





3

Voter Rationale: Although a concern is noted, a vote FOR this proposal is warranted as pay and performance are reasonably aligned at this time.



Synchrony Financial



Country: USA



Ticker: SYF




Synchrony Financial



VotingPolicy Rec

Vote Instruction

1a Elect Director Margaret M. Keane Mgmt For For For

Mgmt ForForForElect Director Paget L. Alves 1b

Mgmt ForForForElect Director Arthur W. Coviello, Jr. 1c

Mgmt ForForForElect Director William W. Graylin 1d

Mgmt ForForForElect Director Roy A. Guthrie 1e

Mgmt ForForForElect Director Richard C. Hartnack 1f

Mgmt ForForForElect Director Jeffrey G. Naylor 1g

Mgmt ForForForElect Director Laurel J. Richie 1h

Mgmt ForForForElect Director Olympia J. Snowe 1i


2



The Home Depot, Inc.



Country: USA



Ticker: HD



VotingPolicy Rec

Vote Instruction

1a Elect Director Gerard J. Arpey Mgmt For For For

Mgmt ForForForElect Director Ari Bousbib 1b

Mgmt ForForForElect Director Jeffery H. Boyd 1c

Mgmt ForForForElect Director Gregory D. Brenneman 1d

Mgmt ForForForElect Director J. Frank Brown 1e

Mgmt ForForForElect Director Albert P. Carey 1f

Mgmt ForForForElect Director Armando Codina 1g

Mgmt ForForForElect Director Helena B. Foulkes 1h

Mgmt ForForForElect Director Linda R. Gooden 1i




The Home Depot, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Wayne M. Hewett 1j

Mgmt ForForForElect Director Karen L. Katen 1k

Mgmt ForForForElect Director Craig A. Menear 1l

Mgmt ForForForElect Director Mark Vadon 1m



3



5

Voter Rationale: A vote FOR this resolution is warranted, as the company does not publicly report comprehensive diversity information, and this disclosure, along with related policies, would allow shareholders to better assess the effectiveness of the company's diversity initiatives and management's efforts to address related risks.

SH AgainstAgainstAgainstAdopt Proxy Statement Reporting on Political Contributions and Advisory Vote

6

SH ForForAgainstAmend Articles/Bylaws/Charter - Call Special Meetings

7


The Mosaic Company



Country: USA



Ticker: MOS



VotingPolicy Rec

Vote Instruction

1a Elect Director Nancy E. Cooper Mgmt For For For

Mgmt ForForForElect Director Gregory L. Ebel 1b

Mgmt ForForForElect Director Timothy S. Gitzel 1c

Mgmt ForForForElect Director Denise C. Johnson 1d

Mgmt ForForForElect Director Emery N. Koenig 1e

Mgmt ForForForElect Director Robert L. Lumpkins 1f

Mgmt ForForForElect Director William T. Monahan 1g

Mgmt ForForForElect Director James ('Joc') C. O'Rourke 1h




The Mosaic Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director James L. Popowich 1i

Mgmt ForForForElect Director David T. Seaton 1j

Mgmt ForForForElect Director Steven M. Seibert 1k

Mgmt ForForForElect Director Kelvin W. Westbrook 1l



3


The Travelers Companies, Inc.



Country: USA



Ticker: TRV



VotingPolicy Rec

Vote Instruction

1a Elect Director Alan L. Beller Mgmt For For For

Mgmt ForForForElect Director John H. Dasburg 1b

Mgmt ForForForElect Director Janet M. Dolan 1c

Mgmt ForForForElect Director Kenneth M. Duberstein 1d

Mgmt ForForForElect Director Patricia L. Higgins 1e

Mgmt ForForForElect Director William J. Kane 1f

Mgmt ForForForElect Director Cleve L. Killingsworth, Jr. 1g

Mgmt ForForForElect Director Philip T. (Pete) Ruegger, III 1h

Mgmt ForForForElect Director Todd C. Schermerhorn 1i

Mgmt ForForForElect Director Alan D. Schnitzer 1j

Mgmt ForForForElect Director Donald J. Shepard 1k

Mgmt ForForForElect Director Laurie J. Thomsen 1l




4




The Travelers Companies, Inc.


VotingPolicy Rec

Vote Instruction



Voter Rationale: A vote FOR this proposal is warranted, as additional disclosure of the company's lobbying-related expenditures, trade association payments, and board-level oversight mechanisms would help shareholders better assess the risks and benefits associated with the company's participation in the public policy process.



8

Voter Rationale: A vote FOR this resolution is warranted, as additional diversity-related disclosure would allow shareholders to better assess the effectiveness of the company's diversity policies, initiatives, and management's efforts to address related risks.

The Williams Companies, Inc.



Country: USA



Ticker: WMB



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Alan S. Armstrong Mgmt For For For


Mgmt ForForForElect Director Stephen W. Bergstrom 1.2


Mgmt ForForForElect Director Stephen I. Chazen 1.3


Mgmt ForForForElect Director Charles I. Cogut 1.4


Mgmt ForForForElect Director Kathleen B. Cooper 1.5


Mgmt ForForForElect Director Michael A. Creel 1.6


Mgmt ForForForElect Director Peter A. Ragauss 1.7


Mgmt ForForForElect Director Scott D. Sheffield 1.8





The Williams Companies, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Murray D. Smith 1.9


Mgmt ForForForElect Director William H. Spence 1.10


Mgmt ForForForElect Director Janice D. Stoney 1.11




3


Ventas, Inc.



Country: USA



Ticker: VTR



VotingPolicy Rec

Vote Instruction

1a Elect Director Melody C. Barnes Mgmt For For For


Mgmt ForForForElect Director Debra A. Cafaro 1b


Mgmt ForForForElect Director Jay M. Gellert 1c


Mgmt ForForForElect Director Richard I. Gilchrist 1d


Mgmt ForForForElect Director Matthew J. Lustig 1e


Mgmt ForForForElect Director Roxanne M. Martino 1f


Mgmt ForForForElect Director Walter C. Rakowich 1g





Ventas, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Robert D. Reed 1h


Mgmt ForForForElect Director Glenn J. Rufrano 1i


Mgmt ForForForElect Director James D. Shelton 1j




3


Vornado Realty Trust



Country: USA



Ticker: VNO



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Michael Lynne Mgmt For For For

Voter Rationale: WITHHOLD votes from Governance Committee member David Mandelbaum for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt WithholdReferForElect Director David M. Mandelbaum 1.2


Mgmt ForForForElect Director Mandakini Puri 1.3


Mgmt ForForForElect Director Daniel R. Tisch 1.4





3





Vornado Realty Trust


VotingPolicy Rec

Vote Instruction



Washington Prime Group Inc.



Country: USA



Ticker: WPG



VotingPolicy Rec

Vote Instruction

1.1 Elect Director J. Taggert Birge Mgmt For For For

Mgmt ForForForElect Director Louis G. Conforti 1.2

Mgmt ForForForElect Director John J. Dillon, III 1.3

Mgmt ForForForElect Director Robert J. Laikin 1.4

Mgmt ForForForElect Director John F. Levy 1.5

Mgmt ForForForElect Director Sheryl G. von Blucher 1.6

Mgmt ForForForElect Director Jacquelyn R. Soffer 1.7


2

Mgmt ForForForAmend Articles of Incorporation to Change the Vote Requirement to Amend Bylaws

3



5


Aetna Inc.



Country: USA



Ticker: AET




Aetna Inc.



VotingPolicy Rec

Vote Instruction

1a Elect Director Fernando Aguirre Mgmt For For For

Mgmt ForForForElect Director Mark T. Bertolini 1b

Mgmt ForForForElect Director Frank M. Clark 1c

Mgmt ForForForElect Director Betsy Z. Cohen 1d

Mgmt ForForForElect Director Molly J. Coye 1e

Mgmt ForForForElect Director Roger N. Farah 1f

Mgmt ForForForElect Director Jeffrey E. Garten 1g

Mgmt ForForForElect Director Ellen M. Hancock 1h

Mgmt ForForForElect Director Richard J. Harrington 1i

Mgmt ForForForElect Director Edward J. Ludwig 1j

Mgmt ForForForElect Director Joseph P. Newhouse 1k

Mgmt ForForForElect Director Olympia J. Snowe 1l




4


SH ForForAgainstReport on Lobbying Payments and Policy 6A

Voter Rationale: A vote FOR this proposal is warranted, as additional disclosure of policies and management level oversight of its lobbying activities and trade association memberships, would help shareholders better assess the risks and benefits associated with the company's participation in the political process.

SH AgainstAgainstAgainstReport on Gender Pay Gap 6B

Amgen Inc.



Country: USA



Ticker: AMGN



VotingPolicy Rec

Vote Instruction

1. Elect Director David Baltimore Mgmt For For For




Amgen Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Robert A. Bradway 1.2

Mgmt ForForForElect Director Francois de Carbonnel 1.3

Mgmt ForForForElect Director Robert A. Eckert 1.4

Mgmt ForForForElect Director Greg C. Garland 1.5

Mgmt ForForForElect Director Fred Hassan 1.6

Mgmt ForForForElect Director Rebecca M. Henderson 1.7

Mgmt ForForForElect Director Frank C. Herringer 1.8

Mgmt ForForForElect Director Charles M. Holley, Jr. 1.9

Mgmt ForForForElect Director Tyler Jacks 1.10

Mgmt ForForForElect Director Ellen J. Kullman 1.11

Mgmt ForForForElect Director Ronald D. Sugar 1.12

Mgmt ForForForElect Director R. Sanders Williams 1.13



3



CBRE Group, Inc.



Country: USA



Ticker: CBG



VotingPolicy Rec

Vote Instruction

1a Elect Director Brandon B. Boze Mgmt For Refer Against

Voter Rationale: A vote AGAINST Governance Committee members Brandon Boze, Curtis Feeny, Bradford Freeman, Christopher Jenny, and Gerardo Lopez are warranted. While the board implemented the management proposal which sought to lower the threshold to call a special meeting to 30 percent, it failed to adequately respond to the majority-supported shareholder proposal to lower the threshold to 10 percent. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Beth F. Cobert 1b





CBRE Group, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt AgainstReferForElect Director Curtis F. Feeny 1c


Mgmt AgainstReferForElect Director Bradford M. Freeman 1d


Mgmt AgainstReferForElect Director Christopher T. Jenny 1e


Mgmt AgainstReferForElect Director Gerardo I. Lopez 1f


Mgmt ForForForElect Director Frederic V. Malek 1g


Mgmt ForForForElect Director Paula R. Reynolds 1h


Mgmt ForForForElect Director Robert E. Sulentic 1i


Mgmt ForForForElect Director Laura D. Tyson 1j


Mgmt ForForForElect Director Ray Wirta 1k





CBRE Group, Inc.


VotingPolicy Rec

Vote Instruction




3

Voter Rationale: A vote FOR this proposal is warranted as pay and performance are reasonably for the year in review.





Chesapeake Energy Corporation



Country: USA



Ticker: CHK



VotingPolicy Rec

Vote Instruction

1a Elect Director Gloria R. Boyland Mgmt For For For

Mgmt ForForForElect Director Luke R. Corbett 1b

Mgmt ForForForElect Director Archie W. Dunham 1c

Mgmt ForForForElect Director Robert D. Lawler 1d

Mgmt ForForForElect Director R. Brad Martin 1e

Mgmt ForForForElect Director Merrill A. ('Pete') Miller, Jr. 1f

Mgmt ForForForElect Director Thomas L. Ryan 1g



3

Voter Rationale: A vote AGAINST this proposal is warranted. Total CEO pay levels remain elevated compared to peers despite lagging relative performance. There is also some concern that the short-term incentive has paid above-target in past three years despite a historic downturn in the oil and gas industry, and further that shareholders saw losses over the three- and five-year periods.



5




Intercontinental Exchange, Inc.



Country: USA



Ticker: ICE



VotingPolicy Rec

Vote Instruction

1a Elect Director Ann M. Cairns Mgmt For For For

Mgmt ForForForElect Director Charles R. Crisp 1b

Mgmt ForForForElect Director Duriya M. Farooqui 1c

Mgmt ForForForElect Director Jean-Marc Forneri 1d

Mgmt ForForForElect Director The Right Hon. the Lord Hague of Richmond

1e

Mgmt ForForForElect Director Fred W. Hatfield 1f

Mgmt ForForForElect Director Thomas E. Noonan 1g

Mgmt ForForForElect Director Frederic V. Salerno 1h

Mgmt ForForForElect Director Jeffrey C. Sprecher 1i

Mgmt ForForForElect Director Judith A. Sprieser 1j

Mgmt ForForForElect Director Vincent Tese 1k


2




5

Mgmt ForForForAmend Articles 6



SH AgainstAgainstAgainstReport on Assessing Environmental, Social and Governance Market Disclosure

9

Macy's, Inc.



Country: USA



Ticker: M




Macy's, Inc.



VotingPolicy Rec

Vote Instruction

1a Elect Director Francis S. Blake Mgmt For For For

Mgmt ForForForElect Director John A. Bryant 1b

Mgmt ForForForElect Director Deirdre P. Connelly 1c

Mgmt ForForForElect Director Jeff Gennette 1d

Mgmt ForForForElect Director Leslie D. Hale 1e

Mgmt ForForForElect Director William H. Lenehan 1f

Mgmt ForForForElect Director Sara Levinson 1g

Mgmt ForForForElect Director Terry J. Lundgren 1h

Mgmt ForForForElect Director Joyce M. Roche 1i

Mgmt ForForForElect Director Paul C. Varga 1j

Mgmt ForForForElect Director Marna C. Whittington 1k

Mgmt ForForForElect Director Annie Young-Scrivner 1l



3



Mattel, Inc.



Country: USA



Ticker: MAT



VotingPolicy Rec

Vote Instruction

1a Elect Director Michael J. Dolan Mgmt For For For


Mgmt ForForForElect Director Trevor A. Edwards 1b





Mattel, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Frances D. Fergusson 1c


Mgmt ForForForElect Director Margaret H. Georgiadis 1d


Mgmt ForForForElect Director Ann Lewnes 1e


Mgmt ForForForElect Director Dominic Ng 1f


Mgmt ForForForElect Director Vasant M. Prabhu 1g


Mgmt ForForForElect Director Dean A. Scarborough 1h


Mgmt ForForForElect Director Christopher A. Sinclair 1i


Mgmt ForForForElect Director Dirk Van de Put 1j


Mgmt ForForForElect Director Kathy White Loyd 1k



2


3



Tanger Factory Outlet Centers, Inc.



Country: USA



Ticker: SKT



VotingPolicy Rec

Vote Instruction

1.1 Elect Director William G. Benton Mgmt For For For




Tanger Factory Outlet Centers, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Jeffrey B. Citrin 1.2

Mgmt ForForForElect Director David B. Henry 1.3

Mgmt ForForForElect Director Thomas J. Reddin 1.4


Mgmt ForForForElect Director Bridget M. Ryan-Berman 1.6

Mgmt ForForForElect Director Allan L. Schuman 1.7

Mgmt ForForForElect Director Steven B. Tanger 1.8



3


Weyerhaeuser Company



Country: USA



Ticker: WY



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Mark A. Emmert Mgmt For For For


Mgmt ForForForElect Director Rick R. Holley 1.2


Mgmt ForForForElect Director Sara Grootwassink Lewis 1.3


Mgmt ForForForElect Director John F. Morgan, Sr. 1.4


Mgmt ForForForElect Director Nicole W. Piasecki 1.5


Mgmt ForForForElect Director Marc F. Racicot 1.6





Weyerhaeuser Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Lawrence A. Selzer 1.7


Mgmt ForForForElect Director Doyle R. Simons 1.8


Mgmt ForForForElect Director D. Michael Steuert 1.9


Mgmt ForForForElect Director Kim Williams 1.10


Mgmt ForForForElect Director Charles R. Williamson 1.11



2



XL Group Ltd



Country: Bermuda



Ticker: XL



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Ramani Ayer Mgmt For For For

Mgmt ForForForElect Director Dale R. Comey 1.2

Mgmt ForForForElect Director Claus-Michael Dill 1.3

Mgmt ForForForElect Director Robert R. Glauber 1.4

Mgmt ForForForElect Director Edward J. Kelly, III 1.5

Mgmt ForForForElect Director Joseph Mauriello 1.6

Mgmt ForForForElect Director Michael S. McGavick 1.7

Mgmt ForForForElect Director Eugene M. McQuade 1.8

Mgmt ForForForElect Director Clayton S. Rose 1.9

Mgmt ForForForElect Director Anne Stevens 1.10




XL Group Ltd


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director John M. Vereker 1.11


2

Voter Rationale: A vote AGAINST this proposal is warranted. The CEO's target short- and long-term target incentive opportunities were increased significantly in connection with last year's acquisition; at the same time, concerns are identified with respect to the rigor of both programs. The annual incentive target goal did not require growth in relation to the prior year's achievement, and changes to the equity incentive design reduces the program's rigor. Despite below-target performance, total CEO pay remained above that of similarly situated companies and was nearly flat compared to the prior year.


Mgmt ForForForApprove PricewaterhouseCoopers as Auditors and Authorize Board to Fix Their Remuneration

4

Yum! Brands, Inc.



Country: USA



Ticker: YUM



VotingPolicy Rec

Vote Instruction

1a Elect Director Paget L. Alves Mgmt For For For

Mgmt ForForForElect Director Michael J. Cavanagh 1b

Mgmt ForForForElect Director Christopher M. Connor 1c

Mgmt ForForForElect Director Brian C. Cornell 1d

Mgmt ForForForElect Director Greg Creed 1e

Mgmt ForForForElect Director Mirian M. Graddick-Weir 1f

Mgmt ForForForElect Director Thomas C. Nelson 1g

Mgmt ForForForElect Director P. Justin Skala 1h

Mgmt ForForForElect Director Elane B. Stock 1i

Mgmt ForForForElect Director Robert D. Walter 1j



3





Yum! Brands, Inc.


VotingPolicy Rec

Vote Instruction

SH ForForAgainstAdopt Policy and Plan to Eliminate Deforestation in Supply Chain

5


Morgan Stanley



Country: USA



Ticker: MS



VotingPolicy Rec

Vote Instruction

1a Elect Director Erskine B. Bowles Mgmt For For For

Mgmt ForForForElect Director Alistair Darling 1b

Mgmt ForForForElect Director Thomas H. Glocer 1c

Mgmt ForForForElect Director James P. Gorman 1d

Mgmt ForForForElect Director Robert H. Herz 1e

Mgmt ForForForElect Director Nobuyuki Hirano 1f

Mgmt ForForForElect Director Klaus Kleinfeld 1g

Mgmt ForForForElect Director Jami Miscik 1h

Mgmt ForForForElect Director Dennis M. Nally 1i

Mgmt ForForForElect Director Hutham S. Olayan 1j

Mgmt ForForForElect Director James W. Owens 1k

Mgmt ForForForElect Director Ryosuke Tamakoshi 1l

Mgmt ForForForElect Director Perry M. Traquina 1m

Mgmt ForForForElect Director Rayford Wilkins, Jr. 1n



3



Voter Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors:- three-year average burn rate is excessive; and- the plan permits liberal recycling of shares




Morgan Stanley


VotingPolicy Rec

Vote Instruction


6


SH ForForAgainstProhibit Accelerated Vesting of Awards to Pursue Government Service

8

Voter Rationale: A vote FOR this proposal is warranted as shareholders should not have to incur the costs associated with an executive's personal decision to enter government service. Further, policies providing for special compensation arrangements to enter into government service are uncommon, and the proposal is sufficiently tailored to address legitimate concerns.

Royal Caribbean Cruises Ltd.



Country: Liberia


Primary Security ID: V7780T103

Ticker: RCL



VotingPolicy Rec

Vote Instruction

1a Elect Director John F. Brock Mgmt For For For


Mgmt ForForForElect Director Richard D. Fain 1b


Mgmt ForForForElect Director William L. Kimsey 1c


Mgmt ForForForElect Director Maritza G. Montiel 1d


Mgmt ForForForElect Director Ann S. Moore 1e


Mgmt ForForForElect Director Eyal M. Ofer 1f


Mgmt ForForForElect Director Thomas J. Pritzker 1g


Mgmt ForForForElect Director William K. Reilly 1h


Mgmt ForForForElect Director Bernt Reitan 1i





Royal Caribbean Cruises Ltd.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Vagn O. Sorensen 1j


Mgmt ForForForElect Director Donald Thompson 1k


Mgmt ForForForElect Director Arne Alexander Wilhelmsen 1l



2


Mgmt ForForForRatify Pricewaterhouse Coopers LLP as Auditors

4

Alliant Energy Corporation



Country: USA



Ticker: LNT



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Patrick E. Allen Mgmt For For For

Mgmt ForForForElect Director Patricia L. Kampling 1.2

Mgmt ForForForElect Director Singleton B. McAllister 1.3

Mgmt ForForForElect Director Susan D. Whiting 1.4


2



SH ForForAgainstReport on Lobbying Payments and Political Contributions

5





Amazon.com, Inc.



Country: USA



Ticker: AMZN



VotingPolicy Rec

Vote Instruction

1a Elect Director Jeffrey P. Bezos Mgmt For For For

Mgmt ForForForElect Director Tom A. Alberg 1b

Mgmt ForForForElect Director John Seely Brown 1c

Mgmt ForForForElect Director Jamie S. Gorelick 1d

Mgmt ForForForElect Director Daniel P. Huttenlocher 1e

Mgmt ForForForElect Director Judith A. McGrath 1f

Mgmt ForForForElect Director Jonathan J. Rubinstein 1g

Mgmt ForForForElect Director Thomas O. Ryder 1h

Mgmt ForForForElect Director Patricia Q. Stonesifer 1i

Mgmt ForForForElect Director Wendell P. Weeks 1j



3




SH AgainstAgainstAgainstReport on Use of Criminal Background Checks in Hiring

6

SH AgainstAgainstAgainstInclude Sustainability as a Performance Measure for Senior Executive Compensation

7


Boston Properties, Inc.



Country: USA



Ticker: BXP




Boston Properties, Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Bruce W. Duncan Mgmt For For For

Mgmt ForForForElect Director Karen E. Dykstra 1.2

Mgmt ForForForElect Director Carol B. Einiger 1.3

Mgmt ForForForElect Director Jacob A. Frenkel 1.4

Mgmt ForForForElect Director Joel I. Klein 1.5

Mgmt ForForForElect Director Douglas T. Linde 1.6

Mgmt ForForForElect Director Matthew J. Lustig 1.7

Mgmt ForForForElect Director Alan J. Patricof 1.8

Mgmt ForForForElect Director Owen D. Thomas 1.9

Mgmt ForForForElect Director Martin Turchin 1.10

Mgmt ForForForElect Director David A. Twardock 1.11


2



4

First Potomac Realty Trust



Country: USA



Ticker: FPO

Shares Voted: 8,218


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Robert H. Arnold Mgmt For For For

Mgmt ForForForElect Director James P. Hoffmann 1.2

Mgmt ForForForElect Director Robert Milkovich 1.3

Mgmt ForForForElect Director Kati M. Penney 1.4


Mgmt ForForForElect Director Terry L. Stevens 1.6




First Potomac Realty Trust


VotingPolicy Rec

Vote Instruction



3


Mgmt ForForForProvide Shareholders and the Board with the Concurrent Power to Amend the Bylaws

5

Kilroy Realty Corporation



Country: USA



Ticker: KRC



VotingPolicy Rec

Vote Instruction

1a Elect Director John Kilroy Mgmt For For For

Mgmt ForForForElect Director Edward Brennan 1b

Mgmt ForForForElect Director Jolie Hunt 1c

Mgmt ForForForElect Director Scott Ingraham 1d

Mgmt ForForForElect Director Gary Stevenson 1e

Mgmt ForForForElect Director Peter Stoneberg 1f



3



Merck & Co., Inc.



Country: USA



Ticker: MRK




Merck & Co., Inc.



VotingPolicy Rec

Vote Instruction

1a Elect Director Leslie A. Brun Mgmt For For For

Mgmt ForForForElect Director Thomas R. Cech 1b

Mgmt ForForForElect Director Pamela J. Craig 1c

Mgmt ForForForElect Director Kenneth C. Frazier 1d

Mgmt ForForForElect Director Thomas H. Glocer 1e

Mgmt ForForForElect Director Rochelle B. Lazarus 1f

Mgmt ForForForElect Director John H. Noseworthy 1g

Mgmt ForForForElect Director Carlos E. Represas 1h

Mgmt ForForForElect Director Paul B. Rothman 1i

Mgmt ForForForElect Director Patricia F. Russo 1j

Mgmt ForForForElect Director Craig B. Thompson 1k

Mgmt ForForForElect Director Wendell P. Weeks 1l

Mgmt ForForForElect Director Peter C. Wendell 1m


2



4


Voter Rationale: A vote FOR this proposal is warranted. The company's TSR has underperformed on a five-year basis. Further, this precatory proposal would not require an immediate change in board leadership structure and would allow for departure from the policy under extraordinary circumstances.


SH ForForAgainstReport on Risks of Doing Business in Conflict-Affected Areas

7

Voter Rationale: A vote FOR this resolution is warranted as:- Merck does not disclose policies governing its decision-making process to invest or operate in politically or socially unstable markets; and- The company has business ties to countries with histories of political instability and human rights issues.

SH AgainstAgainstAgainstReport on Board Oversight of Product Safety and Quality

8




Mid-America Apartment Communities, Inc.



Country: USA



Ticker: MAA



VotingPolicy Rec

Vote Instruction

1a Elect Director H. Eric Bolton, Jr. Mgmt For For For


Mgmt ForForForElect Director Russell R. French 1b


Mgmt ForForForElect Director Alan B. Graf, Jr. 1c


Mgmt ForForForElect Director Toni Jennings 1d


Mgmt ForForForElect Director James K. Lowder 1e


Mgmt ForForForElect Director Thomas H. Lowder 1f


Mgmt ForForForElect Director Monica McGurk 1g


Mgmt ForForForElect Director Claude B. Nielsen 1h


Mgmt ForForForElect Director Philip W. Norwood 1i


Mgmt ForForForElect Director W. Reid Sanders 1j


Mgmt ForForForElect Director Gary Shorb 1k


Mgmt ForForForElect Director David P. Stockert 1l



2






Nielsen Holdings plc



Country: United Kingdom


Primary Security ID: G6518L108

Ticker: NLSN



VotingPolicy Rec

Vote Instruction

1a Elect Director James A. Attwood, Jr. Mgmt For For For

Mgmt ForForForElect Director Mitch Barns 1b

Mgmt ForForForElect Director Karen M. Hoguet 1c

Mgmt ForForForElect Director James M. Kilts 1d

Mgmt ForForForElect Director Harish Manwani 1e

Mgmt ForForForElect Director Robert Pozen 1f

Mgmt ForForForElect Director David Rawlinson 1g

Mgmt ForForForElect Director Javier G. Teruel 1h

Mgmt ForForForElect Director Lauren Zalaznick 1i


Mgmt ForForForReappoint Ernst & Young LLP as UK Statutory Auditors

3

Mgmt ForForForAuthorise the Audit Committee to Fix Remuneration of UK Statutory Auditors

4


5


Mgmt ForForForApprove Director's Remuneration Report 7

NVIDIA Corporation



Country: USA



Ticker: NVDA



VotingPolicy Rec

Vote Instruction

1a Elect Director Robert K. Burgess Mgmt For For For





NVIDIA Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Tench Coxe 1b


Mgmt ForForForElect Director Persis S. Drell 1c


Mgmt ForForForElect Director James C. Gaither 1d


Mgmt ForForForElect Director Jen-Hsun Huang 1e


Mgmt ForForForElect Director Dawn Hudson 1f


Mgmt ForForForElect Director Harvey C. Jones 1g


Mgmt ForForForElect Director Michael G. McCaffery 1h


Mgmt ForForForElect Director William J. Miller 1i


Mgmt ForForForElect Director Mark L. Perry 1j


Mgmt ForForForElect Director A. Brooke Seawell 1k


Mgmt ForForForElect Director Mark A. Stevens 1l



2



4

Parkway, Inc.



Country: USA



Ticker: PKY




Parkway, Inc.

Shares Voted: 6,989


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Avi Banyasz Mgmt For For For

Mgmt ForForForElect Director James H. Hance, Jr. 1.2

Mgmt ForForForElect Director James R. Heistand 1.3

Mgmt ForForForElect Director Frank J. "Tripp" Johnson, III 1.4

Mgmt ForForForElect Director Craig B. Jones 1.5

Mgmt ForForForElect Director R. Dary Stone 1.6

Mgmt ForForForElect Director James A. Thomas 1.7


2



Rexford Industrial Realty, Inc.



Country: USA



Ticker: REXR

Shares Voted: 8,600


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Richard S. Ziman Mgmt For For For

Voter Rationale: WITHHOLD votes from Steven Good, Tyler Rose and Peter Schwab for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Howard Schwimmer 1.2


Mgmt ForForForElect Director Michael S. Frankel 1.3





Rexford Industrial Realty, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Robert L. Antin 1.4


Mgmt WithholdReferForElect Director Steven C. Good 1.5


Mgmt WithholdReferForElect Director Tyler H. Rose 1.6


Mgmt WithholdReferForElect Director Peter E. Schwab 1.7





3



4

Voter Rationale: A vote FOR this proposal is warranted given that a majority vote standard would give shareholders a meaningful voice in the election of directors.

Southwestern Energy Company



Country: USA



Ticker: SWN



VotingPolicy Rec

Vote Instruction

1.1 Elect Director John D. Gass Mgmt For For For

Voter Rationale: Vote AGAINST Greg Kerley for serving as a non-independent member of a key board committee. A vote FOR the remaining directors is warranted.

Mgmt ForForForElect Director Catherine A. Kehr 1.2





Southwestern Energy Company


VotingPolicy Rec

Vote Instruction

Mgmt AgainstReferForElect Director Greg D. Kerley 1.3


Mgmt ForForForElect Director Jon A. Marshall 1.4


Mgmt ForForForElect Director Elliott Pew 1.5


Mgmt ForForForElect Director Terry W. Rathert 1.6


Mgmt ForForForElect Director Alan H. Stevens 1.7


Mgmt ForForForElect Director William J. Way 1.8



2

Voter Rationale: Although concerns are noted regarding auto-accelerated equity vesting and a legacy excise tax gross-up provision, a vote FOR this proposal is warranted, as pay and performance are reasonably aligned at this time.






5


SH AgainstAgainstAgainstProxy Voting Tabulation 6

Voter Rationale: A vote AGAINST this item is warranted, as the company has adopted a consistent vote threshold for management and shareholder proposals, both of which count abstentions.

Urban Outfitters, Inc.



Country: USA



Ticker: URBN





Shares Voted: 8,792


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Edward N. Antoian Mgmt For For For

Voter Rationale: A vote AGAINST Scott Belair and Harry Cherken Jr. is warranted for serving as non-independent members of certain key board committees. A vote FOR the remaining director nominees is warranted.

Mgmt AgainstReferForElect Director Scott A. Belair 1.2


Mgmt AgainstReferForElect Director Harry S. Cherken, Jr. 1.3


Mgmt ForForForElect Director Scott Galloway 1.4


Mgmt ForForForElect Director Margaret A. Hayne 1.5


Mgmt ForForForElect Director Richard A. Hayne 1.6


Mgmt ForForForElect Director Elizabeth Ann Lambert 1.7


Mgmt ForForForElect Director Joel S. Lawson, III 1.8


Mgmt ForForForElect Director Robert H. Strouse 1.9




Mgmt AgainstAgainstForApprove Omnibus Stock Plan 3


(EPSC), a vote AGAINST this proposal is warranted due to the following key factors: Plan cost is excessive; Estimated

duration of available and proposed shares exceeds six years; The plan provides for the accelerated vesting of time-based

equity upon a CIC; The plan permits liberal recycling of shares; and The plan allows broad discretion to accelerate vesting.






VotingPolicy Rec

Vote Instruction


4

Voter Rationale: A vote FOR this proposal is warranted, as CEO pay is reasonably aligned with performance for the year under review. In FY2016, the CEO received a nominal $1 base salary and a below target annual bonus. CEO Hayne did not receive any equity awards in FY2016, while equity awards granted to other NEOs were entirely performance-contingent.



Xerox Corporation



Country: USA



Ticker: XRX



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Gregory Q. Brown Mgmt For For For

Mgmt ForForForElect Director Jonathan Christodoro 1.2


Mgmt ForForForElect Director William Curt Hunter 1.4

Mgmt ForForForElect Director Jeffrey Jacobson 1.5

Mgmt ForForForElect Director Robert J. Keegan 1.6

Mgmt ForForForElect Director Cheryl Gordon Krongard 1.7

Mgmt ForForForElect Director Charles Prince 1.8

Mgmt ForForForElect Director Ann N. Reese 1.9

Mgmt ForForForElect Director Stephen H. Rusckowski 1.10

Mgmt ForForForElect Director Sara Martinez Tucker 1.11


2


3


Mgmt ForForForApprove Reverse Stock Split 5





CenturyLink, Inc.



Country: USA



Ticker: CTL



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Martha H. Bejar Mgmt For For For

Mgmt ForForForElect Director Virginia Boulet 1.2

Mgmt ForForForElect Director Peter C. Brown 1.3

Mgmt ForForForElect Director W. Bruce Hanks 1.4

Mgmt ForForForElect Director Mary L. Landrieu 1.5

Mgmt ForForForElect Director Harvey P. Perry 1.6

Mgmt ForForForElect Director Glen F. Post, III 1.7

Mgmt ForForForElect Director Michael J. Roberts 1.8

Mgmt ForForForElect Director Laurie A. Siegel 1.9



3a

Mgmt One YearOne YearOne YearAdvisory Vote on Say on Pay Frequency 3b

SH ForForAgainstAdopt Share Retention Policy For Senior Executives

4a

Voter Rationale: A vote FOR this proposal is warranted as the more rigorous guidelines recommended by the proponent may better address concerns about creating a strong link between the interests of top executives and long-term shareholder value.

SH ForForAgainstReport on Lobbying Payments and Policy 4b


SH ForForAgainstReport on Lobbying Payments and Policy 4c

Voter Rationale: A vote FOR this proposal is warranted, as additional disclosure of the company's lobbying expenditures, along with its trade association memberships and payments, would help shareholders better assess the risks and benefits associated with the company's participation in the public policy process.

Cerner Corporation



Country: USA



Ticker: CERN




Cerner Corporation



VotingPolicy Rec

Vote Instruction

1a Elect Director Julie L. Gerberding Mgmt For For For

Mgmt ForForForElect Director Neal L. Patterson 1b

Mgmt ForForForElect Director William D. Zollars 1c



3


CME Group Inc.



Country: USA



Ticker: CME



VotingPolicy Rec

Vote Instruction

1a Elect Director Terrence A. Duffy Mgmt For For For

Mgmt ForForForElect Director Timothy S. Bitsberger 1b

Mgmt ForForForElect Director Charles P. Carey 1c

Mgmt ForForForElect Director Dennis H. Chookaszian 1d

Mgmt ForForForElect Director Ana Dutra 1e

Mgmt ForForForElect Director Martin J. Gepsman 1f

Mgmt ForForForElect Director Larry G. Gerdes 1g

Mgmt ForForForElect Director Daniel R. Glickman 1h

Mgmt ForForForElect Director Leo Melamed 1i

Mgmt ForForForElect Director Alex J. Pollock 1j

Mgmt ForForForElect Director John F. Sandner 1k

Mgmt ForForForElect Director Terry L. Savage 1l

Mgmt ForForForElect Director William R. Shepard 1m

Mgmt ForForForElect Director Dennis A. Suskind 1n





CME Group Inc.


VotingPolicy Rec

Vote Instruction


3




CoreSite Realty Corporation



Country: USA



Ticker: COR

Shares Voted: 4,730


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Robert G. Stuckey Mgmt For For For


Mgmt ForForForElect Director Paul E. Szurek 1.2


Mgmt ForForForElect Director James A. Attwood, Jr. 1.3


Mgmt ForForForElect Director Kelly C. Chambliss 1.4


Mgmt ForForForElect Director Michael R. Koehler 1.5


Mgmt ForForForElect Director J. David Thompson 1.6


Mgmt ForForForElect Director David A. Wilson 1.7




3





DENTSPLY SIRONA Inc.



Country: USA



Ticker: XRAY



VotingPolicy Rec

Vote Instruction

1a Elect Director Michael C. Alfano Mgmt For For For


Mgmt ForForForElect Director David K. Beecken 1b


Mgmt ForForForElect Director Eric K. Brandt 1c


Mgmt ForForForElect Director Michael J. Coleman 1d


Mgmt ForForForElect Director Willie A. Deese 1e


Mgmt ForForForElect Director Thomas Jetter 1f


Mgmt ForForForElect Director Arthur D. Kowaloff 1g


Mgmt ForForForElect Director Harry M. Jansen Kraemer, Jr. 1h


Mgmt ForForForElect Director Francis J. Lunger 1i


Mgmt ForForForElect Director Jeffrey T. Slovin 1j


Mgmt ForForForElect Director Bret W. Wise 1k



2


3





E. I. du Pont de Nemours and Company



Country: USA


Primary Security ID:

Ticker: DD



VotingPolicy Rec

Vote Instruction

1a Elect Director Lamberto Andreotti Mgmt For For For

Voter Rationale: A vote AGAINST is warranted for members of the compensation committee: Alexander Cutler, Eleuthere du Pont, Marillyn Hewson, Lois Juliber, and Lee Thomas for failing to adequately respond to shareholder concerns that led to relatively low support for the 2016 say-on-pay proposal. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Edward D. Breen 1b


Mgmt ForForForElect Director Robert A. Brown 1c


Mgmt AgainstReferForElect Director Alexander M. Cutler 1d


Mgmt AgainstReferForElect Director Eleuthere I. du Pont 1e


Mgmt ForForForElect Director James L. Gallogly 1f


Mgmt AgainstReferForElect Director Marillyn A. Hewson 1g


Mgmt AgainstReferForElect Director Lois D. Juliber 1h


Mgmt AgainstReferForElect Director Lee M. Thomas 1i





E. I. du Pont de Nemours and Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Patrick J. Ward 1j



2



3

Voter Rationale: A vote AGAINST this proposal is warranted. The committee failed to adequately respond to shareholders' concerns that drove low support for the 2016 say-on-pay proposal. The committee did not remove an excise tax provision applicable to participants in the Senior Executive Severance Plan that was put into place in contemplation of the merger with Dow Chemical.





the proposal is largely duplicative; the company's executive compensation program disclosure is robust; and it is unclear

that the requested additional analysis evaluating and justifying differences in compensation between senior executives and

non-executives, as well as other elements of this proposal, would produce meaningful information on the company's

compensation policies and practices beyond what the company already discloses in its proxy.

SH ForForAgainstReport on Accident Risk Reduction Efforts 6

Voter Rationale: A vote FOR this resolution is warranted, as additional disclosure related to the company's health and safety policies and initiatives, including facility audits, would allow shareholders to understand the company's management of related risks.

Fiserv, Inc.



Country: USA



Ticker: FISV



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Alison Davis Mgmt For For For

Mgmt ForForForElect Director John Y. Kim 1.2

Mgmt ForForForElect Director Dennis F. Lynch 1.3




Fiserv, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Denis J. O'Leary 1.4

Mgmt ForForForElect Director Glenn M. Renwick 1.5

Mgmt ForForForElect Director Kim M. Robak 1.6

Mgmt ForForForElect Director JD Sherman 1.7

Mgmt ForForForElect Director Doyle R. Simons 1.8

Mgmt ForForForElect Director Jeffery W. Yabuki 1.9


2




Voter Rationale: A vote FOR this proposal is warranted, as the proposed amendments would enhance the company's existing right for shareholders while maintaining safeguards on the nomination process.

Hudson Pacific Properties, Inc.



Country: USA



Ticker: HPP



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Victor J. Coleman Mgmt For For For

Voter Rationale: Vote AGAINST Governance Committee members Theodore Antenucci, Robert Moran Jr. and Barry Porter for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt AgainstReferForElect Director Theodore R. Antenucci 1.2


Mgmt ForForForElect Director Frank Cohen 1.3


Mgmt ForForForElect Director Richard B. Fried 1.4





Hudson Pacific Properties, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Jonathan M. Glaser 1.5


Mgmt ForForForElect Director Robert L. Harris, II 1.6


Mgmt ForForForElect Director Mark D. Linehan 1.7


Mgmt AgainstReferForElect Director Robert M. Moran, Jr. 1.8


Mgmt ForForForElect Director Michael Nash 1.9


Mgmt AgainstReferForElect Director Barry A. Porter 1.10







4




SH ForForAgainstReport on Steps Taken to Increase Board Diversity

6

Voter Rationale: A vote FOR this resolution is warranted because the company's board nomination criteria do not specifically ensure the consideration of women or minorities as a diversity characteristic for potential board nominees. In addition, the composition of the board, which has no women representation, makes it an outlier among its industry peers.




Iron Mountain Incorporated



Country: USA



Ticker: IRM



VotingPolicy Rec

Vote Instruction

1a Elect Director Jennifer Allerton Mgmt For For For

Mgmt ForForForElect Director Ted R. Antenucci 1b

Mgmt ForForForElect Director Pamela M. Arway 1c

Mgmt ForForForElect Director Clarke H. Bailey 1d

Mgmt ForForForElect Director Neil Chatfield 1e

Mgmt ForForForElect Director Kent P. Dauten 1f

Mgmt ForForForElect Director Paul F. Deninger 1g

Mgmt ForForForElect Director Per-Kristian Halvorsen 1h

Mgmt ForForForElect Director William L. Meaney 1i

Mgmt ForForForElect Director Wendy J. Murdock 1j

Mgmt ForForForElect Director Walter C. Rakowich 1k

Mgmt ForForForElect Director Alfred J. Verrecchia 1l



3



LyondellBasell Industries N.V.



Country: Netherlands


Primary Security ID: N53745100

Ticker: LYB



VotingPolicy Rec

Vote Instruction

1a Elect Director Robert G. Gwin Mgmt For For For

Mgmt ForForForElect Director Jacques Aigrain 1b

Mgmt ForForForElect Director Lincoln Benet 1c




LyondellBasell Industries N.V.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Jagjeet S. Bindra 1d

Mgmt ForForForElect Director Robin Buchanan 1e

Mgmt ForForForElect Director Stephen F. Cooper 1f

Mgmt ForForForElect Director Nance K. Dicciani 1g

Mgmt ForForForElect Director Claire S. Farley 1h

Mgmt ForForForElect Director Isabella D. Goren 1i

Mgmt ForForForElect Director Bruce A. Smith 1j

Mgmt ForForForElect Director Rudy van der Meer 1k

Mgmt ForForForAdoption of Dutch Statutory Annual Accounts 2

Mgmt ForForForApprove Discharge of Management Board 3

Mgmt ForForForApprove Discharge of Supervisory Board 4

Mgmt ForForForRatify PricewaterhouseCoopers Accountants N.V. as Auditors

5


6

Mgmt ForForForApprove Dividends of EUR 0.85 Per Share 7


8


Mgmt ForForForAuthorize Repurchase of Up to 10 Percent of Issued Share Capital

10


McDonald's Corporation



Country: USA



Ticker: MCD



VotingPolicy Rec

Vote Instruction

1a Elect Director Lloyd Dean Mgmt For For For

Mgmt ForForForElect Director Stephen Easterbrook 1b

Mgmt ForForForElect Director Robert Eckert 1c




McDonald's Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Margaret Georgiadis 1d

Mgmt ForForForElect Director Enrique Hernandez, Jr. 1e

Mgmt ForForForElect Director Jeanne Jackson 1f

Mgmt ForForForElect Director Richard Lenny 1g

Mgmt ForForForElect Director John Mulligan 1h

Mgmt ForForForElect Director Sheila Penrose 1i

Mgmt ForForForElect Director John Rogers, Jr. 1j

Mgmt ForForForElect Director Miles White 1k


2





SH ForForAgainstReduce Ownership Threshold for Shareholders to Call a Special Meeting

7

Voter Rationale: A vote FOR this proposal is warranted given that lowering the threshold to call a special meeting would enhance the current shareholder right to call special meetings.

SH AgainstAgainstAgainstIssue New Series of Preferred Stock with the Right to Elect own Director

8


SH ForForAgainstAdopt Policy to Ban Non-Therapeutic Use of Antibiotics in Meat Supply Chain

10

Voter Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from additional disclosure regarding the company's implementation of its antibiotic use policies and targets throughout its meat supply chain, given the growing health concerns regarding the non-therapeutic use of antibiotics in animal farming and related industry trends.

SH ForForAgainstAssess Environmental Impact of Polystyrene Foam Cups

11

Voter Rationale: A vote FOR this resolution is warranted as shareholders would benefit from additional information regarding the environmental and health impacts associated with the company's use of polystyrene-based packaging, as well as management's efforts to mitigate related risks.


ONEOK, Inc.



Country: USA



Ticker: OKE

ONEOK, Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Brian L. Derksen Mgmt For For For

Voter Rationale: A vote FOR the director nominees is warranted, with the exception of withdrawn nominee Kevin McCarthy, for whom no votes will be counted.

Mgmt ForForForElect Director Julie H. Edwards 1.2


Mgmt ForForForElect Director John W. Gibson 1.3


Mgmt ForForForElect Director Randall J. Larson 1.4


Mgmt ForForForElect Director Steven J. Malcolm 1.5


MgmtElect Director Kevin S. McCarthy - WITHDRAWN RESOLUTION

1.6

Mgmt ForForForElect Director Jim W. Mogg 1.7


Mgmt ForForForElect Director Pattye L. Moore 1.8


Mgmt ForForForElect Director Gary D. Parker 1.9


Mgmt ForForForElect Director Eduardo A. Rodriguez 1.10


Mgmt ForForForElect Director Terry K. Spencer 1.11



2


3




PayPal Holdings, Inc.



Country: USA



Ticker: PYPL



VotingPolicy Rec

Vote Instruction

1a Elect Director Wences Casares Mgmt For For For

Mgmt ForForForElect Director Jonathan Christodoro 1b

Mgmt ForForForElect Director John J. Donahoe 1c

Mgmt ForForForElect Director David W. Dorman 1d

Mgmt ForForForElect Director Belinda J. Johnson 1e

Mgmt ForForForElect Director Gail J. McGovern 1f

Mgmt ForForForElect Director David M. Moffett 1g

Mgmt ForForForElect Director Daniel H. Schulman 1h

Mgmt ForForForElect Director Frank D. Yeary 1i


2

Mgmt ForForForAmend Certificate of Incorporation 3


4





SH ForForAgainstReport on Feasibility of Net-Zero GHG Emissions

7

Voter Rationale: A vote FOR this resolution is warranted as the company does not disclose its greenhouse gas (GHG) emissions reduction goals, its environmental policies and its environmental oversight mechanisms.

Quanta Services, Inc.



Country: USA



Ticker: PWR




Quanta Services, Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Earl C. (Duke) Austin, Jr. Mgmt For For For

Mgmt ForForForElect Director Doyle N. Beneby 1.2

Mgmt ForForForElect Director J. Michal Conaway 1.3

Mgmt ForForForElect Director Vincent D. Foster 1.4

Mgmt ForForForElect Director Bernard Fried 1.5

Mgmt ForForForElect Director Worthing F. Jackman 1.6

Mgmt ForForForElect Director David M. McClanahan 1.7

Mgmt ForForForElect Director Margaret B. Shannon 1.8

Mgmt ForForForElect Director Pat Wood, III 1.9


2



4

Robert Half International Inc.



Country: USA



Ticker: RHI



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Harold M. Messmer, Jr. Mgmt For For For

Mgmt ForForForElect Director Marc H. Morial 1.2

Mgmt ForForForElect Director Barbara J. Novogradac 1.3

Mgmt ForForForElect Director Robert J. Pace 1.4

Mgmt ForForForElect Director Frederick A. Richman 1.5

Mgmt ForForForElect Director M. Keith Waddell 1.6


2




Robert Half International Inc.


VotingPolicy Rec

Vote Instruction


3


Stericycle, Inc.



Country: USA



Ticker: SRCL

Shares Voted: 8,590


VotingPolicy Rec

Vote Instruction

1a Elect Director Mark C. Miller Mgmt For For For

Voter Rationale: Vote AGAINST audit committee members Thomas Chen and John Patience for failing to address material

weaknesses in the company's internal controls over consecutive years. Audit committee members Brian Anderson and Robert

Murley are new directors, who were appointed in 2017, and do not appear to have been present at the time the problematic

practices occurred. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Jack W. Schuler 1b





Mgmt ForForForElect Director Charles A. Alutto 1c








Stericycle, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Brian P. Anderson 1d





Mgmt ForForForElect Director Lynn D. Bleil 1e





Mgmt ForForForElect Director Thomas D. Brown 1f





Mgmt AgainstReferForElect Director Thomas F. Chen 1g





Mgmt ForForForElect Director Robert S. Murley 1h








Stericycle, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt AgainstReferForElect Director John Patience 1i





Mgmt ForForForElect Director Mike S. Zafirovski 1j






2







5

Voter Rationale: A vote FOR this proposal is warranted given that: The purchase price is reasonable; The number of

shares reserved is reasonable; and The offer period is within the limits prescribed by Section 423 of the Internal Revenue

Code.




Voter Rationale: A vote FOR this proposal is warranted as the proposed larger aggregation limit would enhance the proxy access right while still maintaining safeguards against abuses of the board nomination process.


Voter Rationale: A vote FOR this item is warranted because a policy requiring pro-rata vesting upon a change in control would further align the interests of executives with shareholders.




The Southern Company



Country: USA



Ticker: SO



VotingPolicy Rec

Vote Instruction

1a Elect Director Juanita Powell Baranco Mgmt For For For

Mgmt ForForForElect Director Jon A. Boscia 1b

Mgmt ForForForElect Director Henry A. 'Hal' Clark, III 1c

Mgmt ForForForElect Director Thomas A. Fanning 1d

Mgmt ForForForElect Director David J. Grain 1e

Mgmt ForForForElect Director Veronica M. Hagen 1f

Mgmt ForForForElect Director Warren A. Hood, Jr. 1g

Mgmt ForForForElect Director Linda P. Hudson 1h

Mgmt ForForForElect Director Donald M. James 1i

Mgmt ForForForElect Director John D. Johns 1j

Mgmt ForForForElect Director Dale E. Klein 1k

Mgmt ForForForElect Director William G. Smith, Jr. 1l

Mgmt ForForForElect Director Steven R. Specker 1m

Mgmt ForForForElect Director Larry D. Thompson 1n

Mgmt ForForForElect Director E. Jenner Wood, III 1o

Mgmt ForForForReduce Supermajority Vote Requirement 2


3

Voter Rationale: A vote AGAINST this proposal is warranted. The company excluded the costs associated with behind-schedule and over-budget construction projects from EPS results underlying executives' above-target incentive payouts. In fact, the committee counted progress towards these delayed projects as positive factors under its qualitative performance assessments. These adjustments are problematic, as they relate to business activities that fall well within the parameters of the executives' on-the-job performance.



SH ForForAgainstReport on Strategy for Aligning with 2 Degree Scenario

6





United Continental Holdings, Inc.



Country: USA



Ticker: UAL



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Carolyn Corvi Mgmt For For For

Mgmt ForForForElect Director Jane C. Garvey 1.2

Mgmt ForForForElect Director Barney Harford 1.3

Mgmt ForForForElect Director Walter Isaacson 1.4

Mgmt ForForForElect Director James A. C. Kennedy 1.5

Mgmt ForForForElect Director Robert A. Milton 1.6

Mgmt ForForForElect Director Oscar Munoz 1.7

Mgmt ForForForElect Director William R. Nuti 1.8

Mgmt ForForForElect Director Edward M. Philip 1.9

Mgmt ForForForElect Director Edward L. Shapiro 1.10

Mgmt ForForForElect Director Laurence E. Simmons 1.11

Mgmt ForForForElect Director David J. Vitale 1.12

Mgmt ForForForElect Director James M. Whitehurst 1.13



3



Arconic Inc.



Country: USA

Meeting Type: Proxy Contest


Ticker: ARNC



VotingPolicy Rec

Vote Instruction

Management Proxy (White Proxy Card) Mgmt




Arconic Inc.


VotingPolicy Rec

Vote Instruction

Mgmt Do Not Vote

ReferForElect Director Amy E. Alving 1.1

Mgmt Do Not Vote

ReferForElect Director David P. Hess 1.2

Mgmt Do Not Vote

ReferForElect Director James 'Jim' F. Albaugh 1.3

Mgmt Do Not Vote

ReferForElect Director Ulrich "Rick" Schmidt 1.4

Mgmt Do Not Vote

ReferForElect Director Janet C. Wolfenbarger 1.5

Mgmt Do Not Vote

ReferForRatify PricewaterhouseCoopers LLP as Auditors

2

Mgmt Do Not Vote

ReferForAdvisory Vote to Ratify Named Executive Officers' Compensation

3

Mgmt Do Not Vote

ReferOne YearAdvisory Vote on Say on Pay Frequency 4

Mgmt Do Not Vote

ReferForEliminate Supermajority Vote Requirement for Amendments to the Articles of Incorporation Regarding Anti-Greenmail

5

Mgmt Do Not Vote

ReferForEliminate Supermajority Vote Requirement for Amendments to the Articles of Incorporation Regarding Removal of Directors

6

Mgmt Do Not Vote

ReferForEliminate Supermajority Vote Requirement for Removal of Directors

7

Mgmt Do Not Vote

ReferForDeclassify the Board of Directors 8

SH Do Not Vote

ReferForEliminate Supermajority Vote Requirement 9

MgmtDissident Proxy (Blue Proxy Card)

SH ForReferForElect Director Christopher L. Ayers 1.1

Voter Rationale: As the dissident has presented a compelling case that additional board change is warranted, votes FOR two of the four dissident nominees, Ayers and Doty, as well as uncontested management nominee Schmidt, are recommended.

SH ForReferForElect Director Elmer L. Doty 1.2


SH WithholdReferForElect Director Bernd F. Kessler 1.3


SH WithholdReferForElect Director Patrice E. Merrin 1.4





Arconic Inc.


VotingPolicy Rec

Vote Instruction

SH ForReferForElect Director Ulrich "Rick" Schmidt 1.5


Mgmt ForReferForRatify PricewaterhouseCoopers LLP as Auditors

2


Mgmt ForReferNoneAdvisory Vote to Ratify Named Executive Officers' Compensation

3

Voter Rationale: A vote FOR this proposal is warranted. The incentive programs for FY16 were largely performance based and provided below-target payouts for the blended performance of Alcoa and Arconic. Additionally, Kleinfeld's pay levels have been consistent with that of similarly-sized industry peers for multiple years. Finally, the incentive programs for 2017 do not raise any significant concerns at this time. Although the dissident raised concerns about long-term pay and performance, there has not been a significant misalignment in recent years and there are no other significant concerns at this time.

Mgmt One YearReferOne YearAdvisory Vote on Say on Pay Frequency 4


Mgmt ForReferForEliminate Supermajority Vote Requirement for Amendments to the Articles of Incorporation Regarding Anti-Greenmail

5

Voter Rationale: A vote FOR this proposal is warranted, as eliminating the supermajority vote requirement would enhance shareholders' rights.

Mgmt ForReferForEliminate Supermajority Vote Requirement for Amendments to the Articles of Incorporation Regarding Removal of Directors

6


Mgmt ForReferForEliminate Supermajority Vote Requirement for Removal of Directors

7


Mgmt ForReferForDeclassify the Board of Directors 8

Voter Rationale: A vote FOR this proposal is warranted, as it would enhance board accountability to shareholders.

SH ForReferForEliminate Supermajority Vote Requirement 9

Voter Rationale: A vote FOR this proposal is warranted, as eliminating the supermajority vote requirements would enhance shareholders' rights.

BlackRock, Inc.



Country: USA



Ticker: BLK




BlackRock, Inc.



VotingPolicy Rec

Vote Instruction

1a Elect Director Abdlatif Yousef Al-Hamad Mgmt For For For

Mgmt ForForForElect Director Mathis Cabiallavetta 1b

Mgmt ForForForElect Director Pamela Daley 1c

Mgmt ForForForElect Director William S. Demchak 1d

Mgmt ForForForElect Director Jessica P. Einhorn 1e

Mgmt ForForForElect Director Laurence D. Fink 1f

Mgmt ForForForElect Director Fabrizio Freda 1g

Mgmt ForForForElect Director Murry S. Gerber 1h

Mgmt ForForForElect Director James Grosfeld 1i

Mgmt ForForForElect Director Robert S. Kapito 1j

Mgmt ForForForElect Director Deryck Maughan 1k

Mgmt ForForForElect Director Cheryl D. Mills 1l

Mgmt ForForForElect Director Gordon M. Nixon 1m

Mgmt ForForForElect Director Charles H. Robbins 1n

Mgmt ForForForElect Director Ivan G. Seidenberg 1o

Mgmt ForForForElect Director Marco Antonio Slim Domit 1p

Mgmt ForForForElect Director John S. Varley 1q

Mgmt ForForForElect Director Susan L. Wagner 1r


2



SH AgainstAgainstAgainstReport on Proxy Voting and Executive Compensation

5



Chipotle Mexican Grill, Inc.



Country: USA



Ticker: CMG

Shares Voted: 3,088


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Albert S. Baldocchi Mgmt For For For


Mgmt ForForForElect Director Paul T. Cappuccio 1.2


Mgmt ForForForElect Director Steve Ells 1.3


Mgmt ForForForElect Director Neil W. Flanzraich 1.4


Mgmt ForForForElect Director Robin Hickenlooper 1.5


Mgmt ForForForElect Director Kimbal Musk 1.6


Mgmt ForForForElect Director Ali Namvar 1.7


Mgmt ForForForElect Director Matthew H. Paull 1.8



2




5

Voter Rationale: A vote FOR this proposal is warranted as it would enhance the existing shareholder right to call special meetings.

Envision Healthcare Corporation



Country: USA



Ticker: EVHC

Envision Healthcare Corporation



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Carol J. Burt Mgmt For For For


Mgmt ForForForElect Director Christopher A. Holden 1.2


Mgmt ForForForElect Director Cynthia S. Miller 1.3


Mgmt ForForForElect Director Ronald A. Williams 1.4



2

Voter Rationale: A vote AGAINST this proposal is warranted. The compensation committee awarded the CEO a very large equity grant, in addition to his annual equity award, that lacks any performance conditions and which has resulted in misalignment of pay and performance.



Juniper Networks, Inc.



Country: USA



Ticker: JNPR



VotingPolicy Rec

Vote Instruction

1a Elect Director Robert M. Calderoni Mgmt For For For

Mgmt ForForForElection Director Gary Daichendt 1b

Mgmt ForForForElection Director Kevin DeNuccio 1c

Mgmt ForForForElection Director James Dolce 1d

Mgmt ForForForElection Director Mercedes Johnson 1e

Mgmt ForForForElection Director Scott Kriens 1f

Mgmt ForForForElection Director Rahul Merchant 1g

Mgmt ForForForElection Director Rami Rahim 1h




Juniper Networks, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElection Director William R. Stensrud 1i




4



6


SH ForForAgainstReport on Annual Disclosure of EEO-1 Data 8

Voter Rationale: A vote FOR this resolution is warranted, as the company does not publicly report comprehensive diversity information. Such disclosure, along with related policies, would allow shareholders to better assess the effectiveness of the company's diversity initiatives and management's efforts to address related risks.

Leucadia National Corporation



Country: USA



Ticker: LUK



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Linda L. Adamany Mgmt For For For

Voter Rationale: Vote AGAINST Joseph Steinberg for serving as a director on more than five public company boards. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Robert D. Beyer 1.2


Mgmt ForForForElect Director Francisco L. Borges 1.3


Mgmt ForForForElect Director W. Patrick Campbell 1.4


Mgmt ForForForElect Director Brian P. Friedman 1.5





Leucadia National Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Richard B. Handler 1.6


Mgmt ForForForElect Director Robert E. Joyal 1.7


Mgmt ForForForElect Director Jeffrey C. Keil 1.8


Mgmt ForForForElect Director Michael T. O'Kane 1.9


Mgmt ForForForElect Director Stuart H. Reese 1.10


Mgmt AgainstReferForElect Director Joseph S. Steinberg 1.11



2






Level 3 Communications, Inc.



Country: USA



Ticker: LVLT



VotingPolicy Rec

Vote Instruction

1a Elect Director James O. Ellis, Jr. Mgmt For For For





Level 3 Communications, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Jeff K. Storey 1b


Mgmt ForForForElect Director Kevin P. Chilton 1c


Mgmt ForForForElect Director Steven T. Clontz 1d


Mgmt ForForForElect Director Irene M. Esteves 1e


Mgmt ForForForElect Director T. Michael Glenn 1f


Mgmt ForForForElect Director Spencer B. Hays 1g


Mgmt ForForForElect Director Michael J. Mahoney 1h


Mgmt ForForForElect Director Kevin W. Mooney 1i


Mgmt ForForForElect Director Peter Seah Lim Huat 1j


Mgmt ForForForElect Director Peter Van Oppen 1k



2



National Storage Affiliates Trust



Country: USA



Ticker: NSA

Shares Voted: 5,900


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Arlen D. Nordhagen Mgmt For For For




National Storage Affiliates Trust


VotingPolicy Rec

Vote Instruction

Voter Rationale: WITHHOLD votes are warranted for Nominating and Governance Committee members Paul Hylbert Jr., George Chapman and Chad Meisinger for a material governance failure. The company maintains a charter provision that prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt WithholdReferForElect Director George L. Chapman 1.2


Mgmt ForForForElect Director Kevin M. Howard 1.3


Mgmt WithholdReferForElect Director Paul W. Hylbert, Jr. 1.4


Mgmt WithholdReferForElect Director Chad L. Meisinger 1.5


Mgmt ForForForElect Director Steven G. Osgood 1.6


Mgmt ForForForElect Director Dominic M. Palazzo 1.7


Mgmt ForForForElect Director Mark Van Mourick 1.8




Navient Corporation



Country: USA



Ticker: NAVI




Navient Corporation



VotingPolicy Rec

Vote Instruction

1a Elect Director John K. Adams, Jr. Mgmt For For For

Mgmt ForForForElect Director Anna Escobedo Cabral 1b

Mgmt ForForForElect Director William M. Diefenderfer, III 1c

Mgmt ForForForElect Director Diane Suitt Gilleland 1d

Mgmt ForForForElect Director Katherine A. Lehman 1e

Mgmt ForForForElect Director Linda A. Mills 1f

Mgmt ForForForElect Director John (Jack) F. Remondi 1g

Mgmt ForForForElect Director Jane J. Thompson 1h

Mgmt ForForForElect Director Laura S. Unger 1i

Mgmt ForForForElect Director Barry L. Williams 1j

Mgmt ForForForElect Director David L. Yowan 1k



3


Omnicom Group Inc.



Country: USA



Ticker: OMC



VotingPolicy Rec

Vote Instruction

1.1 Elect Director John D. Wren Mgmt For For For


Mgmt ForForForElect Director Bruce Crawford 1.2


Mgmt ForForForElect Director Alan R. Batkin 1.3





Omnicom Group Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Mary C. Choksi 1.4


Mgmt ForForForElect Director Robert Charles Clark 1.5


Mgmt ForForForElect Director Leonard S. Coleman, Jr. 1.6


Mgmt ForForForElect Director Susan S. Denison 1.7


Mgmt ForForForElect Director Deborah J. Kissire 1.8


Mgmt ForForForElect Director John R. Murphy 1.9


Mgmt ForForForElect Director John R. Purcell 1.10


Mgmt ForForForElect Director Linda Johnson Rice 1.11


Mgmt ForForForElect Director Valerie M. Williams 1.12



2



Quality Care Properties, Inc.



Country: USA



Ticker: QCP



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Glenn G. Cohen Mgmt For For For






VotingPolicy Rec

Vote Instruction

Voter Rationale: WITHHOLD votes are warranted for nominating committee members, Paul Klaassen, Jerry Doctrow, and M. Kathleen Smalley, for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. WITHHOLD votes are warranted for compensation committee members: Paul Klaassen, Jerry Doctrow, and Donald Wood. The bulk of the sizeable cash and equity awards that the committee provided to the CEO did not include performance conditions. Additionally, the CEO's employment agreement locks in a relatively high cash incentive opportunity under the short-term incentive. A vote FOR the remaining director nominees is warranted.

Mgmt WithholdReferForElect Director Jerry L. Doctrow 1.2


Mgmt WithholdReferForElect Director Paul J. Klaassen 1.3


Mgmt ForForForElect Director Mark S. Ordan 1.4


Mgmt ForForForElect Director Philip R. Schimmel 1.5


Mgmt WithholdReferForElect Director Kathleen Smalley 1.6


Mgmt WithholdReferForElect Director Donald C. Wood 1.7







VotingPolicy Rec

Vote Instruction



Raytheon Company



Country: USA



Ticker: RTN



VotingPolicy Rec

Vote Instruction

1a Elect Director Tracy A. Atkinson Mgmt For For For


Mgmt ForForForElect Director Robert E. Beauchamp 1b


Mgmt ForForForElect Director Vernon E. Clark 1c


Mgmt ForForForElect Director Stephen J. Hadley 1d


Mgmt ForForForElect Director Thomas A. Kennedy 1e


Mgmt ForForForElect Director Letitia A. Long 1f


Mgmt ForForForElect Director George R. Oliver 1g


Mgmt ForForForElect Director Dinesh C. Paliwal 1h


Mgmt ForForForElect Director William R. Spivey 1i


Mgmt ForForForElect Director James A. Winnefeld, Jr. 1j



2





Raytheon Company


VotingPolicy Rec

Vote Instruction



5

Retail Properties of America, Inc.



Country: USA



Ticker: RPAI



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Bonnie S. Biumi Mgmt For For For

Mgmt ForForForElect Director Frank A. Catalano, Jr. 1.2

Mgmt ForForForElect Director Paul R. Gauvreau 1.3

Mgmt ForForForElect Director Robert G. Gifford 1.4

Mgmt ForForForElect Director Gerald M. Gorski 1.5

Mgmt ForForForElect Director Steven P. Grimes 1.6

Mgmt ForForForElect Director Richard P. Imperiale 1.7

Mgmt ForForForElect Director Peter L. Lynch 1.8

Mgmt ForForForElect Director Thomas J. Sargeant 1.9


2




The Allstate Corporation



Country: USA



Ticker: ALL




The Allstate Corporation



VotingPolicy Rec

Vote Instruction

1a Elect Director Kermit R. Crawford Mgmt For For For

Mgmt ForForForElect Director Michael L. Eskew 1b

Mgmt ForForForElect Director Siddharth N. (Bobby) Mehta 1c

Mgmt ForForForElect Director Jacques P. Perold 1d

Mgmt ForForForElect Director Andrea Redmond 1e

Mgmt ForForForElect Director John W. Rowe 1f

Mgmt ForForForElect Director Judith A. Sprieser 1g

Mgmt ForForForElect Director Mary Alice Taylor 1h

Mgmt ForForForElect Director Perry M. Traquina 1i

Mgmt ForForForElect Director Thomas J. Wilson 1j


2



4



SH AgainstAgainstAgainstLead Director Qualifications 7

SH AgainstAgainstAgainstPolitical Contributions Disclosure 8

The Interpublic Group of Companies, Inc.



Country: USA



Ticker: IPG



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Jocelyn Carter-Miller Mgmt For For For





The Interpublic Group of Companies, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director H. John Greeniaus 1.2


Mgmt ForForForElect Director Mary J. Steele Guilfoile 1.3


Mgmt ForForForElect Director Dawn Hudson 1.4


Mgmt ForForForElect Director William T. Kerr 1.5


Mgmt ForForForElect Director Henry S. Miller 1.6


Mgmt ForForForElect Director Jonathan F. Miller 1.7


Mgmt ForForForElect Director Michael I. Roth 1.8


Mgmt ForForForElect Director David M. Thomas 1.9



2


3


Tiffany & Co.



Country: USA



Ticker: TIF



VotingPolicy Rec

Vote Instruction

1a Elect Director Michael J. Kowalski Mgmt For For For


Mgmt ForForForElect Director Rose Marie Bravo 1b





Tiffany & Co.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Gary E. Costley 1c


Mgmt ForForForElect Director Roger N. Farah 1d


Mgmt ForForForElect Director Lawrence K. Fish 1e


Mgmt ForForForElect Director Abby F. Kohnstamm 1f


Mgmt ForForForElect Director James E. Lillie 1g


Mgmt ForForForElect Director Charles K. Marquis 1h


Mgmt ForForForElect Director William A. Shutzer 1i


Mgmt ForForForElect Director Robert S. Singer 1j


Mgmt ForForForElect Director Francesco Trapani 1k



2


3



5

Unum Group



Country: USA



Ticker: UNM



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Theodore H. Bunting, Jr. Mgmt For For For




Unum Group


VotingPolicy Rec

Vote Instruction


Mgmt ForForForElect Director E. Michael Caulfield 1.2




Mgmt ForForForElect Director Cynthia L. Egan 1.4


Mgmt ForForForElect Director Pamela H. Godwin 1.5


Mgmt ForForForElect Director Kevin T. Kabat 1.6


Mgmt ForForForElect Director Timothy F. Keaney 1.7


Mgmt ForForForElect Director Gloria C. Larson 1.8


Mgmt ForForForElect Director Richard P. McKenney 1.9


Mgmt ForForForElect Director Ronald P. O'Hanley 1.10


Mgmt ForForForElect Director Francis J. Shammo 1.11



2




VeriSign, Inc.



Country: USA



Ticker: VRSN




VeriSign, Inc.

Shares Voted: 8,983


VotingPolicy Rec

Vote Instruction

1.1 Elect Director D. James Bidzos Mgmt For For For

Mgmt ForForForElect Director Kathleen A. Cote 1.2

Mgmt ForForForElect Director Thomas F. Frist, III 1.3

Mgmt ForForForElect Director Jamie S. Gorelick 1.4

Mgmt ForForForElect Director Roger H. Moore 1.5

Mgmt ForForForElect Director Louis A. Simpson 1.6

Mgmt ForForForElect Director Timothy Tomlinson 1.7


2



4


Incyte Corporation



Country: USA



Ticker: INCY



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Julian C. Baker Mgmt For For For


Mgmt ForForForElect Director Jean-Jacques Bienaime 1.2


Mgmt ForForForElect Director Paul A. Brooke 1.3


Mgmt ForForForElect Director Paul J. Clancy 1.4


Mgmt ForForForElect Director Wendy L. Dixon 1.5





Incyte Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Paul A. Friedman 1.6


Mgmt ForForForElect Director Herve Hoppenot 1.7



2



Lincoln National Corporation



Country: USA



Ticker: LNC



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Deirdre P. Connelly Mgmt For For For

Mgmt ForForForElect Director William H. Cunningham 1.2

Mgmt ForForForElect Director Dennis R. Glass 1.3

Mgmt ForForForElect Director George W. Henderson, III 1.4

Mgmt ForForForElect Director Eric G. Johnson 1.5

Mgmt ForForForElect Director Gary C. Kelly 1.6

Mgmt ForForForElect Director M. Leanne Lachman 1.7

Mgmt ForForForElect Director Michael F. Mee 1.8

Mgmt ForForForElect Director Patrick S. Pittard 1.9

Mgmt ForForForElect Director Isaiah Tidwell 1.10



3


Mgmt ForForForEliminate Supermajority Vote Requirement for Existing Preferred Stock and Bylaw Amendments

5a




Lincoln National Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForEliminate Supermajority Vote Requirement to Remove Directors

5b

Mgmt ForForForEliminate Supermajority Vote Requirement for Business Combinations

5c

Illumina, Inc.



Country: USA



Ticker: ILMN



VotingPolicy Rec

Vote Instruction

1a Elect Director Caroline D. Dorsa Mgmt For For For

Mgmt ForForForElect Director Robert S. Epstein 1b

Mgmt ForForForElect Director Philip W. Schiller 1c



3



PG&E Corporation



Country: USA



Ticker: PCG



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Lewis Chew Mgmt For For For

Mgmt ForForForElect Director Anthony F. Earley, Jr. 1.2

Mgmt ForForForElect Director Fred J. Fowler 1.3

Mgmt ForForForElect Director Jeh C. Johnson 1.4

Mgmt ForForForElect Director Richard C. Kelly 1.5




PG&E Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Roger H. Kimmel 1.6

Mgmt ForForForElect Director Richard A. Meserve 1.7

Mgmt ForForForElect Director Forrest E. Miller 1.8

Mgmt ForForForElect Director Eric D. Mullins 1.9

Mgmt ForForForElect Director Rosendo G. Parra 1.10

Mgmt ForForForElect Director Barbara L. Rambo 1.11

Mgmt ForForForElect Director Anne Shen Smith 1.12

Mgmt ForForForElect Director Geisha J. Williams 1.13



3


SH AgainstAgainstAgainstCease Charitable Contributions 5

American Tower Corporation



Country: USA



Ticker: AMT



VotingPolicy Rec

Vote Instruction

1a Elect Director Gustavo Lara Cantu Mgmt For For For


Mgmt ForForForElect Director Raymond P. Dolan 1b


Mgmt ForForForElect Director Robert D. Hormats 1c


Mgmt ForForForElect Director Craig Macnab 1d


Mgmt ForForForElect Director JoAnn A. Reed 1e





American Tower Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Pamela D.A. Reeve 1f


Mgmt ForForForElect Director David E. Sharbutt 1g


Mgmt ForForForElect Director James D. Taiclet, Jr. 1h


Mgmt ForForForElect Director Samme L. Thompson 1i




3


Chevron Corporation



Country: USA



Ticker: CVX



VotingPolicy Rec

Vote Instruction

1a Elect Director Wanda M. Austin Mgmt For For For

Mgmt ForForForElect Director Linnet F. Deily 1b

Mgmt ForForForElect Director Robert E. Denham 1c

Mgmt ForForForElect Director Alice P. Gast 1d

Mgmt ForForForElect Director Enrique Hernandez, Jr. 1e

Mgmt ForForForElect Director Jon M. Huntsman, Jr. 1f

Mgmt ForForForElect Director Charles W. Moorman, IV 1g

Mgmt ForForForElect Director Dambisa F. Moyo 1h

Mgmt ForForForElect Director Ronald D. Sugar 1i

Mgmt ForForForElect Director Inge G. Thulin 1j

Mgmt ForForForElect Director John S. Watson 1k

Mgmt ForForForElect Director Michael K. Wirth 1l




Chevron Corporation


VotingPolicy Rec

Vote Instruction


2


3



Voter Rationale: A vote FOR this proposal is warranted, as additional disclosure of the company's lobbying-related expenditures and trade association payments, would help shareholders better assess the risks and benefits associated with the company's participation in the public policy process.

SH AgainstAgainstAgainstReport on Risks of Doing Business in Conflict-Affected Areas

6

SHAnnually Assess Portfolio Impacts of Policies to Meet 2-degree Scenario *Withdrawn Resolution*

7

SH ForForAgainstAssess and Report on Transition to a Low Carbon Economy

8

Voter Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from additional information about the impact that climate change-related regulations, including those aimed at limiting global temperature increases to 2 degrees Celsius, might have on the company and its operations.


Voter Rationale: A vote FOR this proposal is warranted as shareholders could benefit from more independent oversight by having an independent chairman. The language of the proposed policy is not overly prescriptive and provides flexibility such that the policy can be phased in at the next CEO transition. In addition, the lead independent director may not be able to effectively counter-balance both the CEO/chairman and the non-independent vice-chairman.

SH ForForAgainstRequire Director Nominee with Environmental Experience

10

Voter Rationale: A vote FOR this resolution is warranted, as Chevron does not appear to have an independent board member with relevant environmental expertise, the company is involved in environmental controversies, and the nature of its operations are subject to environmental risks.

SH ForForAgainstAmend Articles/Bylaws/Charter -- Call Special Meetings

11

Voter Rationale: A vote FOR this proposal is warranted. Lowering the threshold to call a special meeting and removing the agenda item restrictions would enhance the current shareholder right to call special meetings.

CubeSmart



Country: USA



Ticker: CUBE




CubeSmart



VotingPolicy Rec

Vote Instruction

1.1 Elect Director William M. Diefenderfer, III Mgmt For For For

Mgmt ForForForElect Director Piero Bussani 1.2

Mgmt ForForForElect Director Christopher P. Marr 1.3

Mgmt ForForForElect Director Marianne M. Keler 1.4

Mgmt ForForForElect Director Deborah Ratner Salzberg 1.5

Mgmt ForForForElect Director John F. Remondi 1.6

Mgmt ForForForElect Director Jeffrey F. Rogatz 1.7

Mgmt ForForForElect Director John W. Fain 1.8



3


Mgmt ForForForAmend Declaration of Trust to Provide Shareholders the Ability to Amend the Bylaws

5

Dollar General Corporation



Country: USA



Ticker: DG



VotingPolicy Rec

Vote Instruction

1a Elect Director Warren F. Bryant Mgmt For For For


Mgmt ForForForElect Director Michael M. Calbert 1b


Mgmt ForForForElect Director Sandra B. Cochran 1c


Mgmt ForForForElect Director Patricia D. Fili-Krushel 1d


Dollar General Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Paula A. Price 1e


Mgmt ForForForElect Director William C. Rhodes, III 1f


Mgmt ForForForElect Director David B. Rickard 1g


Mgmt ForForForElect Director Todd J. Vasos 1h





4


Voter Rationale: A vote for the adoption of an ANNUAL say-on-pay frequency is warranted.


Equinix, Inc.



Country: USA



Ticker: EQIX

Shares Voted: 7,832


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Thomas Bartlett Mgmt For For For

Mgmt ForForForElect Director Nanci Caldwell 1.2

Mgmt ForForForElect Director Gary Hromadko 1.3

Mgmt ForForForElect Director John Hughes 1.4

Mgmt ForForForElect Director Scott Kriens 1.5

Mgmt ForForForElect Director William Luby 1.6

Mgmt ForForForElect Director Irving Lyons, III 1.7

Mgmt ForForForElect Director Christopher Paisley 1.8

Mgmt ForForForElect Director Stephen Smith 1.9




Equinix, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Peter Van Camp 1.10


2


Mgmt ForForForRe-approve Material Terms for Long-Term Incentive Performance Awards

4


5

Exxon Mobil Corporation



Country: USA



Ticker: XOM



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Susan K. Avery Mgmt For For For

Mgmt ForForForElect Director Michael J. Boskin 1.2

Mgmt ForForForElect Director Angela F. Braly 1.3

Mgmt ForForForElect Director Ursula M. Burns 1.4

Mgmt ForForForElect Director Henrietta H. Fore 1.5

Mgmt ForForForElect Director Kenneth C. Frazier 1.6

Mgmt ForForForElect Director Douglas R. Oberhelman 1.7

Mgmt ForForForElect Director Samuel J. Palmisano 1.8

Mgmt ForForForElect Director Steven S. Reinemund 1.9

Mgmt ForForForElect Director William C. Weldon 1.10

Mgmt ForForForElect Director Darren W. Woods 1.11


2






VotingPolicy Rec

Vote Instruction


3

Voter Rationale: The company underwent a CEO transition in early 2017 when Rex Tillerson was nominated as US Secretary of State. ISS has not identified significant concerns with respect to the trust agreement entered into with Tillerson to sever his financial ties with the company and comply with ethics requirements. There are troubling aspects of the regular executive pay program, however, that are no longer sufficiently mitigated in light of the company's performance. Although the pay program is unchanged from prior years, recurring concerns indicate that the program falls short of evolving investor expectations and prevailing market practices. The lack of any performance vesting criteria on executives' sizable grants makes Exxon's equity program an outlier amongst S&P 500 firms, notwithstanding the fact that the company utilizes unusually long vesting periods. There are also concerns regarding the lack of specificity in disclosure surrounding goals and performance assessments that the board used to inform both annual bonus and equity award decisions. Notably, the number of shares underlying former CEO Tillerson's equity grants has been unchanged since as far back as 2008, despite widely varying performance over that time â€“ this seems incongruous with the company's assertion that the number of shares at grant is determined by an assessment of pre-determined metrics. Without better disclosure, there is no clear way to resolve this apparent disconnect. In light of these concerns, a vote AGAINST this proposal is warranted.



Voter Rationale: A vote FOR this non-binding proposal is warranted. This proposal would not require an immediate change in the board leadership structure, as it requests the policy requiring an independent chair be phased in for the next CEO transition. The role of the Presiding Director is not a sufficient counterbalance to the combined roles of CEO/chair, suggesting that the company could benefit from a policy to have an independent chair on a going-forward basis.

SH ForForAgainstRequire a Majority Vote for the Election of Directors

6

Voter Rationale: A vote FOR this proposal is warranted as it would give shareholders a more meaningful voice in the election of directors and further enhance the company's corporate governance.

SH ForForAgainstAmend Bylaws -- Call Special Meetings 7

Voter Rationale: A vote FOR this proposal is warranted, as the ability of the holders of 15 percent of outstanding shares to call a special meeting would supplement shareholders' existing right under New Jersey law to petition the Superior Court to call a special meeting upon a showing of good cause.

SH AgainstAgainstAgainstAmend Bylaws to Prohibit Precatory Proposals 8

SH AgainstAgainstAgainstDisclose Percentage of Females at Each Percentile of Compensation

9



SH AgainstAgainstAgainstIncrease Return of Capital to Shareholders in Light of Climate Change Risks

11

SH ForForAgainstReport on Climate Change Policies 12

Voter Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from additional information about the impact that climate change regulations, including those aimed at limiting global temperature increases to 2 degrees Celsius, might have on the company and its operations.






VotingPolicy Rec

Vote Instruction

SH ForForAgainstReport on Methane Emissions 13

Voter Rationale: A vote FOR this resolution is warranted, as comprehensive disclosure of the company's methane reduction policies and practices would enable shareholders to better understand how the company is managing its methane emissions and assess the effectiveness of the company's related efforts.

Fidelity National Information Services, Inc.



Country: USA



Ticker: FIS



VotingPolicy Rec

Vote Instruction

1a Elect Director Ellen R. Alemany Mgmt For For For

Mgmt ForForForElect Director Thomas M. Hagerty 1b

Mgmt ForForForElect Director Keith W. Hughes 1c

Mgmt ForForForElect Director David K. Hunt 1d

Mgmt ForForForElect Director Stephan A. James 1e

Mgmt ForForForElect Director Frank R. Martire 1f

Mgmt ForForForElect Director Leslie M. Muma 1g

Mgmt ForForForElect Director Gary A. Norcross 1h

Mgmt ForForForElect Director James B. Stallings, Jr. 1i


2



Henry Schein, Inc.



Country: USA



Ticker: HSIC




Henry Schein, Inc.

Shares Voted: 8,000


VotingPolicy Rec

Vote Instruction

1a Elect Director Barry J. Alperin Mgmt For For For

Mgmt ForForForElect Director Lawrence S. Bacow 1b

Mgmt ForForForElect Director Gerald A. Benjamin 1c

Mgmt ForForForElect Director Stanley M. Bergman 1d

Mgmt ForForForElect Director James P. Breslawski 1e

Mgmt ForForForElect Director Paul Brons 1f

Mgmt ForForForElect Director Joseph L. Herring 1g

Mgmt ForForForElect Director Donald J. Kabat 1h

Mgmt ForForForElect Director Kurt P. Kuehn 1i

Mgmt ForForForElect Director Philip A. Laskawy 1j

Mgmt ForForForElect Director Mark E. Mlotek 1k

Mgmt ForForForElect Director Steven Paladino 1l

Mgmt ForForForElect Director Carol Raphael 1m

Mgmt ForForForElect Director E. Dianne Rekow 1n

Mgmt ForForForElect Director Bradley T. Sheares 1o



3



Marathon Oil Corporation



Country: USA



Ticker: MRO



VotingPolicy Rec

Vote Instruction

1a Elect Director Gaurdie E. Banister, Jr. Mgmt For For For





Marathon Oil Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Gregory H. Boyce 1b


Mgmt ForForForElect Director Chadwick C. Deaton 1c


Mgmt ForForForElect Director Marcela E. Donadio 1d


Mgmt ForForForElect Director Philip Lader 1e


Mgmt ForForForElect Director Michael E. J. Phelps 1f


Mgmt ForForForElect Director Dennis H. Reilley 1g


Mgmt ForForForElect Director Lee M. Tillman 1h



2


3


Mead Johnson Nutrition Company



Country: USA



Ticker: MJN



VotingPolicy Rec

Vote Instruction


Voter Rationale: Notwithstanding some concerns regarding the sales process, a vote FOR this proposal is warranted given thesubstantial premium for MJN shareholders and the certainty of value inherent in the cash consideration.

Mgmt ForForForAdjourn Meeting 2

Voter Rationale: A vote FOR this proposal is warranted as the underlying transaction contemplated under Item 1 warrants support.




Mead Johnson Nutrition Company


VotingPolicy Rec

Vote Instruction

Mgmt AgainstAgainstForAdvisory Vote on Golden Parachutes 3

Voter Rationale: A vote AGAINST this proposal is warranted, as the board has provided for problematic excise tax gross-ups for allexecutive officers in connection with the merger. In addition, equity granted prior to 2017 will accelerate in full atthe time of the merger.

Under Armour, Inc.



Country: USA



Ticker: UAA



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Kevin A. Plank Mgmt For For For

Voter Rationale: WITHHOLD votes from Karen Katz, William McDermott and Eric Olson for a material governance failure. Thecompany maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws.A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director George W. Bodenheimer 1.2


Mgmt ForForForElect Director Douglas E. Coltharp 1.3


Mgmt ForForForElect Director Anthony W. Deering 1.4


Mgmt ForForForElect Director Jerri L. DeVard 1.5


Mgmt WithholdReferForElect Director Karen W. Katz 1.6


Mgmt ForForForElect Director A.B. Krongard 1.7





Under Armour, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt WithholdReferForElect Director William R. McDermott 1.8


Mgmt WithholdReferForElect Director Eric T. Olson 1.9


Mgmt ForForForElect Director Harvey L. Sanders 1.10



2

Voter Rationale: A vote FOR this proposal is warranted, as pay and performance are aligned at this time. While the company doesnot prospectively disclose performance targets for its long-term plan, grant and payout levels have beenreasonable to date.




4


Activision Blizzard, Inc.



Country: USA



Ticker: ATVI



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Robert Corti Mgmt For For For

Mgmt ForForForElect Director Hendrik Hartong, III 1.2

Mgmt ForForForElect Director Brian G. Kelly 1.3

Mgmt ForForForElect Director Robert A. Kotick 1.4

Mgmt ForForForElect Director Barry Meyer 1.5

Mgmt ForForForElect Director Robert Morgado 1.6

Mgmt ForForForElect Director Peter Nolan 1.7




Activision Blizzard, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Casey Wasserman 1.8

Mgmt ForForForElect Director Elaine Wynn 1.9


2

Voter Rationale: Following the low vote result for the 2016 say-on-pay proposal, members of management engaged with shareholders, disclosed their feedback, and the committee made certain improvements to the compensation programs to address investors' concerns, which demonstrates sufficient responsiveness. Significant new concerns are raised this year, however, as the CEO's new employment agreement contemplates multiple awards with overlapping measurement periods and second-chance vesting, which raises risks of excessive payouts. In light of these concerns, a vote AGAINST this proposal is warranted.



4

Douglas Emmett, Inc.



Country: USA



Ticker: DEI



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Dan A. Emmett Mgmt For For For

Voter Rationale: WITHHOLD votes are warranted for Nominating and Corporate Governance Committee members William Simon Jr.,Virginia McFerran and Thomas O'Hern for a material governance failure. The company's governing documents prohibitshareholders from amending the bylaws.A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Jordan L. Kaplan 1.2


Mgmt ForForForElect Director Kenneth M. Panzer 1.3


Mgmt ForForForElect Director Christopher H. Anderson 1.4





Douglas Emmett, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Leslie E. Bider 1.5


Mgmt ForForForElect Director David T. Feinberg 1.6


Mgmt WithholdReferForElect Director Virginia A. McFerran 1.7


Mgmt WithholdReferForElect Director Thomas E. O'Hern 1.8


Mgmt WithholdReferForElect Director William E. Simon, Jr. 1.9





3

Voter Rationale: The CEO received sizeable equity awards in fiscal 2016 as a result of the company's compensation structure. Despite thesubstantial CEO equity award, pay and performance appear reasonably aligned this time. As such, a cautionary vote FORthis proposal is warranted


Voter Rationale: A vote for the adoption of an ANNUAL say-on-pay frequency is warranted

Facebook, Inc.



Country: USA



Ticker: FB



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Marc L. Andreessen Mgmt For For For




Facebook, Inc.


VotingPolicy Rec

Vote Instruction

Voter Rationale: WITHHOLD votes from non-independent director nominees Mark Zuckerberg, Jan Koum and Sheryl Sandberg dueto the company's lack of a formal nominating committee.A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Erskine B. Bowles 1.2


Mgmt ForForForElect Director Susan D. Desmond-Hellmann 1.3


Mgmt ForForForElect Director Reed Hastings 1.4


Mgmt WithholdReferForElect Director Jan Koum 1.5


Mgmt WithholdReferForElect Director Sheryl K. Sandberg 1.6


Mgmt ForForForElect Director Peter A. Thiel 1.7


Mgmt WithholdReferForElect Director Mark Zuckerberg 1.8





3

Voter Rationale: Support FOR this proposal is warranted as it would convey to the board a preference for a capital structure inwhich economic ownership and voting power are aligned.


Voter Rationale: A vote FOR this proposal is warranted, as additional disclosure of the company's lobbying-related policies andoversight mechanisms, along with its trade association memberships and payments, would help shareholdersbetter assess the risks and benefits associated with the company's participation in the public policy process.

SH AgainstAgainstAgainstReport on Public Policy Issues Associated with Fake News

5

Voter Rationale: A vote AGAINST this resolution is warranted based on the company’s disclosure of its policies and practicesaddressing the issue of fake news.

SH ForForAgainstGender Pay Gap 6

Voter Rationale: A vote FOR this resolution is warranted, as Facebook lags its peers in addressing gender pay disparity at thecompany. By not keeping pace with its peers, Facebook is put at a competitive disadvantage in the recruitmentand retention of employees.




Facebook, Inc.


VotingPolicy Rec

Vote Instruction


Voter Rationale: A vote FOR this proposal is warranted given concerns with the level of board independence and the lack of aformal nominating committee. This non-binding proposal would not require an immediate change to the boardleadership structure.

Hersha Hospitality Trust



Country: USA



Ticker: HT

Shares Voted: 6,296


VotingPolicy Rec

Vote Instruction

1a Elect Director Hasu P. Shah Mgmt For For For


Mgmt ForForForElect Director Dianna F. Morgan 1b


Mgmt ForForForElect Director John M. Sabin 1c


Mgmt ForForForElect Director Jackson Hsieh 1d



2



Pennsylvania Real Estate Investment Trust



Country: USA



Ticker: PEI

Shares Voted: 9,824


VotingPolicy Rec

Vote Instruction

1.1 Elect Director George J. Alburger, Jr. Mgmt For For For





Pennsylvania Real Estate Investment Trust


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Joseph F. Coradino 1.2


Mgmt ForForForElect Director Michael J. DeMarco 1.3


Mgmt ForForForElect Director Leonard I. Korman 1.4


Mgmt ForForForElect Director Mark E. Pasquerilla 1.5


Mgmt ForForForElect Director Charles P. Pizzi 1.6


Mgmt ForForForElect Director John J. Roberts 1.7


Mgmt ForForForElect Director Ronald Rubin 1.8



2




SL Green Realty Corp.



Country: USA



Ticker: SLG



VotingPolicy Rec

Vote Instruction

1a Elect Director Betsy Atkins Mgmt For Refer Against

Voter Rationale: Vote AGAINST Betsy Atkins and John Levy for a material governance failure. The company maintains governingdocuments that prohibit shareholders from amending the company bylaws.Further AGAINST votes are warranted for compensation committee member John Levy due to the committee'sfailure to adequately respond to last year's low say-on-pay vote result.A vote FOR the remaining director nominee is warranted.




SL Green Realty Corp.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Marc Holliday 1b


Mgmt AgainstReferForElect Director John S. Levy 1c



2

Voter Rationale: A vote AGAINST this proposal is warranted. The CEO received a sizeable increase to his already high base salarywithout a disclosed rationale. Furthermore, performance awards, which utilize annual performance periods,continue to provide multiple opportunities for vesting, and the CEO is guaranteed to receive a set number of timevestingstock options in 2016 and 2017. Finally, the company continues to award sizeable discretionary equitybonuses.Furthermore, as the compensation committee failed to respond adequately to shareholder concerns followingmultiple years of low say-on-pay support, against votes for committee members are warranted as well. See Item 1for further details.


Voter Rationale: A vote FOR this proposal is warranted as it enhances board accountability to shareholders and demonstrates acommitment to shareholders' interests on the part of management.


Voter Rationale: A vote FOR this proposal to ratify the auditor is warranted





the proposal is largely duplicative; the company's executive compensation program disclosure is robust; and, it is unclear

that the request to consider the pay grades and/or salary ranges of all classificationsof company employees when setting target

amounts for CEO compensation, would producemeaningful information on the company's compensation policies and practices

beyond what thecompany already discloses in its proxy.

Taubman Centers, Inc.



Country: USA



Ticker: TCO




Taubman Centers, Inc.

Shares Voted: 8,146


VotingPolicy Rec

Vote Instruction


Mgmt Do Not Vote

ReferForElect Director Robert S. Taubman 1.1

Mgmt Do Not Vote

ReferForElect Director Cia Buckley Marakovits 1.2

Mgmt Do Not Vote

ReferForElect Director Myron E. Ullman, III 1.3

Mgmt Do Not Vote

ReferForRatify KPMG LLP as Auditors 2

Mgmt Do Not Vote


3

Mgmt Do Not Vote


MgmtDissident Proxy (Gold Proxy Card)

SH ForReferForElect Director Charles Elson 1.1

Voter Rationale: As the dissident has presented a compelling case that board change is warranted, votes FOR dissident nomineesElson and Litt, as well as uncontested management nominee Marakovits, are recommended.

SH ForReferForElect Director Jonathan Litt 1.2


SH ForReferForManagement Nominee Cia Buckley Marakovits 1.3


Mgmt ForReferNoneRatify KPMG LLP as Auditors 2


Mgmt ForReferNoneAdvisory Vote to Ratify Named Executive Officers' Compensation

3

Voter Rationale: Although some concerns are noted, a vote FOR this proposal is warranted as pay and performance are reasonablyaligned at this time.



The Macerich Company



Country: USA



Ticker: MAC







VotingPolicy Rec

Vote Instruction

1a Elect Director John H. Alschuler Mgmt For Refer Against

Voter Rationale: Vote AGAINST Frederick Hubbell, John Alschuler Jr., Mason Ross and Steven Soboroff for a material governancefailure. The company maintains a charter which prohibits shareholders from amending the bylaws. Such aprohibition represents a material diminution of shareholders' rights.

Mgmt ForForForElect Director Arthur M. Coppola 1b


Mgmt ForForForElect Director Edward C. Coppola 1c


Mgmt ForForForElect Director Steven R. Hash 1d


Mgmt AgainstReferForElect Director Fred S. Hubbell 1e


Mgmt ForForForElect Director Diana M. Laing 1f


Mgmt AgainstReferForElect Director Mason G. Ross 1g


Mgmt AgainstReferForElect Director Steven L. Soboroff 1h


Mgmt ForForForElect Director Andrea M. Stephen 1i


Mgmt ForForForElect Director John M. Sullivan 1j







VotingPolicy Rec

Vote Instruction




3

Voter Rationale: A cautionary vote FOR this proposal is warranted. Total CEO pay, which remains relatively high, declined for theyear in review amid improved operational performance. The company increased the portion of annual incentivestied to rigorous pre-set goals and lengthened the long-term incentive performance period to three years. Asperformance awards target only median TSR, continued shareholder monitoring is warranted.



Ulta Beauty, Inc.



Country: USA


Primary Security ID: 90384S303

Ticker: ULTA

Shares Voted: 5,900


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Michelle L. Collins Mgmt For For For

Mgmt ForForForElect Director Dennis K. Eck 1.2

Mgmt ForForForElect Director Charles J. Philippin 1.3

Mgmt ForForForElect Director Vanessa A. Wittman 1.4



3


Washington Real Estate Investment Trust



Country: USA



Ticker: WRE




Washington Real Estate Investment Trust



VotingPolicy Rec

Vote Instruction

1 Declassify the Board of Directors Mgmt For For For



Mgmt ForForForElect Director Benjamin S. Butcher 3.1

Mgmt ForForForElect Director Edward S. Civera 3.2

Mgmt ForForForElect Director Ellen M. Goitia 3.3


4



Lowe's Companies, Inc.



Country: USA



Ticker: LOW



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Raul Alvarez Mgmt For For For

Mgmt ForForForElect Director Angela F. Braly 1.2

Mgmt ForForForElect Director Sandra B. Cochran 1.3

Mgmt ForForForElect Director Laurie Z. Douglas 1.4

Mgmt ForForForElect Director Richard W. Dreiling 1.5

Mgmt ForForForElect Director Robert L. Johnson 1.6

Mgmt ForForForElect Director Marshall O. Larsen 1.7

Mgmt ForForForElect Director James H. Morgan 1.8

Mgmt ForForForElect Director Robert A. Niblock 1.9

Mgmt ForForForElect Director Bertram L. Scott 1.10

Mgmt ForForForElect Director Eric C. Wiseman 1.11




Lowe's Companies, Inc.


VotingPolicy Rec

Vote Instruction


2



SH AgainstAgainstAgainstAssess Climate Benefits and Feasibility of Adopting Quantitative Renewable Production Goals

5

Wal-Mart Stores, Inc.



Country: USA



Ticker: WMT



VotingPolicy Rec

Vote Instruction

1a Elect Director James I. Cash, Jr. Mgmt For For For

Mgmt ForForForElect Director Timothy P. Flynn 1b

Mgmt ForForForElect Director Carla A. Harris 1c

Mgmt ForForForElect Director Thomas W. Horton 1d

Mgmt ForForForElect Director Marissa A. Mayer 1e

Mgmt ForForForElect Director C. Douglas McMillon 1f

Mgmt ForForForElect Director Gregory B. Penner 1g

Mgmt ForForForElect Director Steven S Reinemund 1h

Mgmt ForForForElect Director Kevin Y. Systrom 1i

Mgmt ForForForElect Director S. Robson Walton 1j

Mgmt ForForForElect Director Steuart L. Walton 1k



3

Voter Rationale: A vote AGAINST this proposal is warranted. Both annual and long-term incentives for fiscal 2017 performance were earned above target against largely non-rigorous goals, despite the fact that actual performance for a number of incentive measures actually declined for the year in review.





Wal-Mart Stores, Inc.


VotingPolicy Rec

Vote Instruction


Voter Rationale: A vote FOR this item is warranted. To be effective, the lead director must serve as a counterweight to the potential influence of both the chair, who is the son-in-law of the controlling shareholder, and the CEO. The company has underperformed its four-digit GICS peers and the broader index over both short- and long-term periods and has exhibited a pay for performance misalignment. In addition, the company has been subject to past risk oversight and legal concerns and shareholders still await full transparency with respect to the FCPA matter. In light of all of these factors, shareholders would benefit from the heightened independent oversight that could be realized by an independent board chair.

SH ForForAgainstProvide Proxy Access Right 6

Voter Rationale: A vote FOR this proposal is warranted, as adoption of proxy access would enhance shareholders' rights and the board would be able to adopt appropriate safeguards against abuse of the nomination process.

SH AgainstAgainstAgainstRequire Independent Director Nominee with Environmental Experience

7

Zions Bancorporation



Country: USA



Ticker: ZION



VotingPolicy Rec

Vote Instruction

1A Elect Director Jerry C. Atkin Mgmt For For For

Mgmt ForForForElect Director Gary L. Crittenden 1B

Mgmt ForForForElect Director Suren K. Gupta 1C

Mgmt ForForForElect Director J. David Heaney 1D

Mgmt ForForForElect Director Vivian S. Lee 1E

Mgmt ForForForElect Director Edward F. Murphy 1F

Mgmt ForForForElect Director Roger B. Porter 1G

Mgmt ForForForElect Director Stephen D. Quinn 1H

Mgmt ForForForElect Director Harris H. Simmons 1I

Mgmt ForForForElect Director Barbara A. Yastine 1J



3





CSX Corporation



Country: USA



Ticker: CSX



VotingPolicy Rec

Vote Instruction


Mgmt ForReferForElect Director Donna M. Alvarado 1a

Voter Rationale: Votes FOR incumbent directors Alvarado, Breaux, Carter, Halverson, Kelly, McPherson, Moffett and Whisler are warranted, with caution. Certain actions taken by the board in connection with the appointment of the new CEO raise concerns about the board's management of the executive succession process and its commitment to protecting shareholders' interests. A vote FOR the remaining director nominees is warranted.

Mgmt ForReferForElect Director John B. Breaux 1b


Mgmt ForReferForElect Director Pamela L. Carter 1c


Mgmt ForReferForElect Director Steven T. Halverson 1d


Mgmt ForReferForElect Director E. Hunter Harrison 1e


Mgmt ForReferForElect Director Paul C. Hilal 1f


Mgmt ForReferForElect Director Edward J. Kelly, III 1g





CSX Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForReferForElect Director John D. McPherson 1h


Mgmt ForReferForElect Director David M. Moffett 1i


Mgmt ForReferForElect Director Dennis H. Reilley 1j


Mgmt ForReferForElect Director Linda H. Riefler 1k


Mgmt ForReferForElect Director J. Steven Whisler 1l


Mgmt ForReferForElect Director John J. Zillmer 1m


Mgmt ForReferForRatify Ernst & Young LLP as Auditors 2


Mgmt ForReferForAdvisory Vote to Ratify Named Executive Officers' Compensation

3

Voter Rationale: A vote FOR this proposal is warranted, with caution. Although the company increased target opportunities in both the short- and long-term incentive plans, pay and performance were generally aligned for the year in review. However, shareholders should continue to monitor pay programs and outcomes given that Harrison's compensation package appears to be significantly larger than that of his predecessor. As the details around Harrison's 2017 pay and Ward's retirement package are not fully disclosed at this time, those compensation decisions will be analyzed next year when they must be fully disclosed in proxy pay tables.






CSX Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForReferNoneAdvisory Vote on Reimbursement Arrangement in Connection with Retention of E. Hunter Harrison as CEO

5

Voter Rationale: A vote FOR this proposal is warranted, with caution. The appointment of Hunter Harrison as CEO has led to substantial stock price appreciation. The company's failure to make the reimbursement will likely lead to Harrison's exit and the loss of the market value that accompanied his arrival. The board's decision to include this proposal on the ballot without making a vote recommendation, despite the directors' determination to hire Harrison under a four-year contract that provides him with a special severance payment should he resign, raises numerous governance concerns. As this proposal is advisory in nature, the decision on reimbursement will ultimately return to the board regardless of the outcome of the vote. Shareholders should also consider the risks, including lingering questions about Harrison's health, and the lack of recoupment provisions in the event of his unexpected departure from service.

MgmtDissident Proxy (Gold Proxy Card)

SH Do Not Vote

ReferForElect Director Donna M. Alvarado 1a

SH Do Not Vote

ReferForElect Director John B. Breaux 1b

SH Do Not Vote

ReferForElect Director Pamela L. Carter 1c

SH Do Not Vote

ReferForElect Director Steven T. Halverson 1d

SH Do Not Vote

ReferForElect Director E. Hunter Harrison 1e

SH Do Not Vote

ReferForElect Director Paul C. Hilal 1f

SH Do Not Vote

ReferForElect Director Edward J. Kelly, III 1g

SH Do Not Vote

ReferForElect Director John D. McPherson 1h

SH Do Not Vote

ReferForElect Director David M. Moffett 1i

SH Do Not Vote

ReferForElect Director Dennis H. Reilley 1j

SH Do Not Vote

ReferForElect Director Linda H. Riefler 1k

SH Do Not Vote

ReferForElect Director J. Steven Whisler 1l

SH Do Not Vote

ReferForElect Director John J. Zillmer 1m

Mgmt Do Not Vote

ReferForRatify Ernst & Young LLP as Auditors 2

Mgmt Do Not Vote


3

Mgmt Do Not Vote





CSX Corporation


VotingPolicy Rec

Vote Instruction

Mgmt Do Not Vote

ReferForAdvisory Vote on Reimbursement Arrangement in Connection with Retention of E. Hunter Harrison as CEO

5

UnitedHealth Group Incorporated



Country: USA



Ticker: UNH



VotingPolicy Rec

Vote Instruction

1a Elect Director William C. Ballard, Jr. Mgmt For For For

Mgmt ForForForElect Director Richard T. Burke 1b

Mgmt ForForForElect Director Timothy P. Flynn 1c

Mgmt ForForForElect Director Stephen J. Hemsley 1d

Mgmt ForForForElect Director Michele J. Hooper 1e

Mgmt ForForForElect Director Rodger A. Lawson 1f

Mgmt ForForForElect Director Glenn M. Renwick 1g

Mgmt ForForForElect Director Kenneth I. Shine 1h

Mgmt ForForForElect Director Gail R. Wilensky 1i


2





Cognizant Technology Solutions Corporation



Country: USA



Ticker: CTSH




Cognizant Technology Solutions Corporation



VotingPolicy Rec

Vote Instruction

1a Elect Director Zein Abdalla Mgmt For For For

Mgmt ForForForElect Director Betsy S. Atkins 1b

Mgmt ForForForElect Director Maureen Breakiron-Evans 1c

Mgmt ForForForElect Director Jonathan Chadwick 1d

Mgmt ForForForElect Director John M. Dineen 1e

Mgmt ForForForElect Director Francisco D'Souza 1f

Mgmt ForForForElect Director John N. Fox, Jr. 1g

Mgmt ForForForElect Director John E. Klein 1h

Mgmt ForForForElect Director Leo S. Mackay, Jr. 1i

Mgmt ForForForElect Director Michael Patsalos-Fox 1j

Mgmt ForForForElect Director Robert E. Weissman 1k


2




5

SH ForForForEliminate Supermajority Vote Requirement 6



Fortive Corporation



Country: USA



Ticker: FTV



VotingPolicy Rec

Vote Instruction

1A Elect Director Kate Mitchell Mgmt For For For


Fortive Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Israel Ruiz 1B


Mgmt ForForForRatify Ernst and Young LLP as Auditors 2


3



Voter Rationale: New Mexico favours unclassified board of directors.

Freeport-McMoRan Inc.



Country: USA



Ticker: FCX



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Richard C. Adkerson Mgmt For For For

Mgmt ForForForElect Director Gerald J. Ford 1.2

Mgmt ForForForElect Director Lydia H. Kennard 1.3

Mgmt ForForForElect Director Andrew Langham 1.4

Mgmt ForForForElect Director Jon C. Madonna 1.5

Mgmt ForForForElect Director Courtney Mather 1.6

Mgmt ForForForElect Director Dustan E. McCoy 1.7

Mgmt ForForForElect Director Frances Fragos Townsend 1.8

Mgmt ForForForRatifyErnst & Young LLP as Auditors 2


3

Voter Rationale: The committee demonstrated mixed responsiveness to the say-on-pay vote result in 2016; however, concerns are mitigated given the one-time nature of the problematic severance arrangement entered into during FY2015. Significant concern remains with the special grants made to CEO Adkerson which were majority time based and the $1 million cash award has no retentive or incentive value. Additionally, it is unclear why the committee did not adjust the number of performance-based shares actually granted in order to achieve the intended target value. Given these concerns, a vote AGAINST this proposal is warranted.




General Motors Company



Country: USA



Ticker: GM



VotingPolicy Rec

Vote Instruction


Mgmt ForReferForElect Director Joseph J. Ashton 1.1

Voter Rationale: As the dissident has not presented a compelling case that board level change focusing on the implementation of its proposal is warranted, a vote FOR all management nominees is recommended.

Mgmt ForReferForElect Director Mary T. Barra 1.2


Mgmt ForReferForElect Director Linda R. Gooden 1.3


Mgmt ForReferForElect Director Joseph Jimenez 1.4


Mgmt ForReferForElect Director Jane L. Mendillo 1.5


Mgmt ForReferForElect Director Michael G. Mullen 1.6


Mgmt ForReferForElect Director James J. Mulva 1.7


Mgmt ForReferForElect Director Patricia F. Russo 1.8


Mgmt ForReferForElect Director Thomas M. Schoewe 1.9


Mgmt ForReferForElect Director Theodore M. Solso 1.10


Mgmt ForReferForElect Director Carol M. Stephenson 1.11







VotingPolicy Rec

Vote Instruction

Mgmt ForReferForAdvisory Vote to Ratify Named Executive Officers' Compensation

2

Voter Rationale: On balance, a vote FOR this proposal is warranted. The committee engaged with shareholders, disclosed their feedback, and updated the pay program – all in response to last year's low say-on-pay vote. After granting special one-time option awards in 2015, the company heeded shareholder feedback and did not make any additional one-time awards in 2016. As such, FY16 CEO total pay decreased substantially and short- and long-term incentives were reasonably performance-based. The STI is based predominantly on objective measures, and above-target awards aligned with solid financial and operational performance in 2016. There are certain issues that warrant continued close monitoring, however, including adjustments to performance results.

Mgmt ForReferForApprove Executive Incentive Bonus Plan 3

Voter Rationale: A vote FOR this proposal is warranted to enable the company to preserve the financial benefits of the Section 162(m) tax deduction.

Mgmt ForReferForApprove Omnibus Stock Plan 4


Mgmt ForReferForRatify Deloitte & Touche LLP as Auditors 5


SH ForReferAgainstRequire Independent Board Chairman 6

Voter Rationale: A vote FOR this proposal is warranted, as a policy of separating the board chair and CEO positions, beginning with the next CEO transition, would help to ensure robust oversight of management as the company faces unprecedented challenges to its business model and its leading position in the global auto industry.

SH AgainstReferAgainstCreation of Dual-Class Common Stock 7

Voter Rationale: A vote AGAINST this item is recommended due to the negative outcomes associated with the proposed dual class share structure combined with the lack of visibility regarding value creation for shareholders.

MgmtDissident Proxy (Green Proxy Card)

SH Do Not Vote

ReferForElect Directors Leo Hindery, Jr. 1.1

SH Do Not Vote

ReferForElect Director Vinit Sethi 1.2

SH Do Not Vote

ReferForElect Director William N. Thorndike, Jr. 1.3

SH Do Not Vote

ReferForManagement Nominee Joseph J. Ashton 1.4

SH Do Not Vote

ReferForManagement Nominee Mary T. Barra 1.5

SH Do Not Vote

ReferForManagement Nominee Linda R. Gooden 1.6

SH Do Not Vote

ReferForManagement Nominee Joseph Jimenez 1.7

SH Do Not Vote

ReferForManagement Nominee James J. Mulva 1.8

SH Do Not Vote

ReferForManagement Nominee Patricia F. Russo 1.9






VotingPolicy Rec

Vote Instruction

SH Do Not Vote

ReferForManagement Nominee Thomas M. Schoewe 1.10

SH Do Not Vote

ReferForManagement Nominee Theodore M. Solso 1.11

Mgmt Do Not Vote


2

Mgmt Do Not Vote

ReferForApprove Executive Incentive Bonus Plan 3

Mgmt Do Not Vote

ReferForApprove Omnibus Stock Plan 4

Mgmt Do Not Vote

ReferForRatify Deloitte & Touche LLP as Auditors 5

SH Do Not Vote

ReferAgainstRequire Independent Board Chairman 6

SH Do Not Vote

ReferForCreation of Dual-Class Common Stock 7

Netflix, Inc.



Country: USA



Ticker: NFLX



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Reed Hastings Mgmt For Refer Withhold

Voter Rationale: WITHHOLD votes are warranted for director nominees Reed Hastings, Jay Hoag, and A. George Battle for the board's failure to take action on four shareholder proposals that received approval from a holders of a majority of the company's shares outstanding at last year's annual meeting, continuing a pattern of non-responsiveness to shareholders over multiple years.

Mgmt WithholdReferForElect Director Jay C. Hoag 1.2


Mgmt WithholdReferForElect Director A. George (Skip) Battle 1.3







Netflix, Inc.


VotingPolicy Rec

Vote Instruction


3

Voter Rationale: Although concerns are noted, a vote FOR this proposal is warranted, as pay and performance are reasonably aligned at this time.




Voter Rationale: A vote FOR this proposal is warranted, as adoption of proxy access will enhance shareholders' rights and this proposal includes appropriate safeguards to protect the director nomination process.


Voter Rationale: A vote FOR this resolution is warranted due to: the absence of information regarding comprehensive

company sustainability-related performance, as well as related policies, initiatives, and oversight mechanisms; and the

potential benefits for shareholders of increased reporting on a broader array of environmental and social issues and related risks

and benefits.

SH ForForAgainstReport on Feasibility of Net-Zero GHG Emissions

7

Voter Rationale: A vote FOR this resolution is warranted as the company does not disclose its greenhouse gas (GHG) emissions, GHG reduction goals and initiatives, and any related climate change policies.

SH ForForAgainstDeclassify the Board of Directors 8

Voter Rationale: A vote FOR this proposal is warranted because the declassification would enhance board accountability.


Voter Rationale: A vote FOR this proposal is warranted given that elimination of the supermajority vote requirement would enhance shareholders' rights.

SH ForForAgainstRequire a Majority Vote for the Election of Directors

10

Voter Rationale: A vote FOR this proposal is warranted as it would give shareholders a more meaningful voice in the election of directors and further enhance the company's corporate governance practices.

salesforce.com, inc.



Country: USA



Ticker: CRM



VotingPolicy Rec

Vote Instruction

1a Elect Director Marc Benioff Mgmt For For For

salesforce.com, inc.


VotingPolicy Rec

Vote Instruction


Mgmt ForForForElect Director Keith Block 1b


Mgmt ForForForElect Director Craig Conway 1c


Mgmt ForForForElect Director Alan Hassenfeld 1d


Mgmt ForForForElect Director Neelie Kroes 1e


Mgmt ForForForElect Director Colin Powell 1f


Mgmt ForForForElect Director Sanford Robertson 1g


Mgmt ForForForElect Director John V. Roos 1h


Mgmt ForForForElect Director Robin Washington 1i


Mgmt ForForForElect Director Maynard Webb 1j


Mgmt ForForForElect Director Susan Wojcicki 1k




3



5


SH ForForAgainstShareholders May Call Special Meeting 7

Voter Rationale: A vote FOR this proposal is warranted, as the right to call special meetings at a 15 percent threshold would enhance shareholders' rights.




The TJX Companies, Inc.



Country: USA



Ticker: TJX



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Zein Abdalla Mgmt For For For

Mgmt ForForForElect Director Jose B. Alvarez 1.2

Mgmt ForForForElect Director Alan M. Bennett 1.3

Mgmt ForForForElect Director David T. Ching 1.4

Mgmt ForForForElect Director Ernie Herrman 1.5

Mgmt ForForForElect Director Michael F. Hines 1.6

Mgmt ForForForElect Director Amy B. Lane 1.7

Mgmt ForForForElect Director Carol Meyrowitz 1.8

Mgmt ForForForElect Director Jackwyn L. Nemerov 1.9

Mgmt ForForForElect Director John F. O'Brien 1.10

Mgmt ForForForElect Director Willow B. Shire 1.11

Mgmt ForForForRatify PricewaterhouseCoopers as Auditors 2




5

Voter Rationale: A vote AGAINST this proposal is warranted. CEO pay and company performance are currently misaligned, and incentive goals do not appear sufficiently rigorous. The sole performance goal for annual awards was set below actual performance in 2015, and the largest component of 2016 pay, performance-based restricted stock, will vest if the company attains only 87 percent of the goal set under the long-term incentive program. Moreover, the incentive programs are overly focused on a single metric, pre-tax income, for both long-term and short-term awards.


SH AgainstAgainstAgainstInclude Diversity as a Performance Metric 7


SH AgainstAgainstAgainstReport on Gender, Race, or Ethnicity Pay Gap 9

SH AgainstAgainstAgainstReport on Net-Zero Greenhouse Gas Emissions

10




Allegion plc



Country: Ireland


Primary Security ID: G0176J109

Ticker: ALLE

Shares Voted: 9,632


VotingPolicy Rec

Vote Instruction

1a Elect Director Michael J. Chesser Mgmt For For For

Mgmt ForForForElect Director Carla Cico 1b

Mgmt ForForForElect Director Kirk S. Hachigian 1c

Mgmt ForForForElect Director David D. Petratis 1d

Mgmt ForForForElect Director Dean I. Schaffer 1e

Mgmt ForForForElect Director Martin E. Welch, III 1f


2

Mgmt ForForForApprove PricewaterhouseCoopers as Auditors and Authorize Board to Fix Their Remuneration

3

Alliance Data Systems Corporation



Country: USA



Ticker: ADS

Shares Voted: 5,700


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Bruce K. Anderson Mgmt For For For


Mgmt ForForForElect Director Roger H. Ballou 1.2


Mgmt ForForForElect Director Kelly J. Barlow 1.3


Mgmt ForForForElect Director D. Keith Cobb 1.4


Mgmt ForForForElect Director E. Linn Draper, Jr. 1.5





Alliance Data Systems Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Edward J. Heffernan 1.6


Mgmt ForForForElect Director Kenneth R. Jensen 1.7


Mgmt ForForForElect Director Robert A. Minicucci 1.8


Mgmt ForForForElect Director Timothy J. Theriault 1.9


Mgmt ForForForElect Director Laurie A. Tucker 1.10



2



Alphabet Inc.



Country: USA



Ticker: GOOGL



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Larry Page Mgmt For For For

Voter Rationale: WITHHOLD votes from Compensation Committee members L. John Doerr, Paul Otellini, and K. Ram Shriram

for poor stewardship of the company's pay programs as evidenced by multiple years of significant executive compensation

concerns and troubling pay practices. WITHHOLD votes from Ann Mather for serving as a director on more than five public

company boards. A vote FOR the remaining director nominees is warranted.




Alphabet Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Sergey Brin 1.2





Mgmt ForForForElect Director Eric E. Schmidt 1.3





Mgmt WithholdReferForElect Director L. John Doerr 1.4





Mgmt ForForForElect Director Roger W. Ferguson, Jr. 1.5





Mgmt ForForForElect Director Diane B. Greene 1.6








Alphabet Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director John L. Hennessy 1.7





Mgmt WithholdReferForElect Director Ann Mather 1.8





Mgmt ForForForElect Director Alan R. Mulally 1.9





Mgmt WithholdReferForElect Director Paul S. Otellini 1.10





Mgmt WithholdReferForElect Director K. Ram Shriram 1.11








Alphabet Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Shirley M. Tilghman 1.12








Voter Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard

(EPSC), a vote AGAINST this proposal is warranted due to the following key factors: The plan permits repricing and/or

exchange of grants without shareholder approval The plan provides for the transferability of stock options without shareholder

approval Plan cost is excessive Three-year average burn rate is excessive The plan permits liberal recycling of shares

The plan allows broad discretion to accelerate vesting


4

Voter Rationale: A vote AGAINST this proposal is warranted. After he received a special one-time $100 million equity grant in 2015, Google CEO Sundar Pichai's 2016 equity awards doubled in size to an eye-popping $205 million. Both awards are subject to quarterly ratable vesting and do not carry any performance conditions. Disclosure around the rationale for the award is limited. Moreover, no aspect of compensation is conditioned on pre-set objective performance measures. These factors and the long history of compensation concerns evidence poor stewardship by the compensation committee. See Item 1 for details.




6

Voter Rationale: A vote FOR this proposal is warranted because it would signal to the board a preference for a capital structure aligning economic ownership with voting power.


Voter Rationale: A vote FOR this resolution is warranted, as additional information on the company's direct and indirect lobbying and trade association expenditures, as well as board-level oversight mechanisms would give shareholders a comprehensive understanding of the company's management of its lobbying activities and any related risks and benefits.


Voter Rationale: A vote FOR this resolution is warranted, as additional information on the company's direct and indirect political and trade association expenditures, as well as board-level oversight mechanisms would give shareholders a comprehensive understanding of the company's management of its political activities and any related risks and benefits.

SH ForForAgainstReport on Gender Pay Gap 9

Voter Rationale: A vote FOR this resolution is warranted, as Alphabet lags its peers in addressing gender pay disparity. By not addressing this issue at the same level as its peers, Alphabet is put at a competitive disadvantage in the recruitment of candidates and retention of employees.




Alphabet Inc.


VotingPolicy Rec

Vote Instruction


Voter Rationale: A vote AGAINST this resolution is warranted because the company provides sufficient disclosure regarding its charitable contributions, and is in line with industry standards.


Voter Rationale: A vote AGAINST this proposal is warranted due to the company's existing equal employment opportunity and diversity-related policies and initiatives, and the absence of any significant related incidents.

SH AgainstAgainstAgainstReport on Fake News 12

Voter Rationale: A vote AGAINST this resolution is warranted based on the company's disclosure of its policies and practices addressing the issue of fake news.

Biogen Inc.



Country: USA



Ticker: BIIB



VotingPolicy Rec

Vote Instruction

1a Elect Director Alexander J. Denner Mgmt For For For


Mgmt ForForForElect Director Caroline D. Dorsa 1b


Mgmt ForForForElect Director Nancy L. Leaming 1c


Mgmt ForForForElect Director Richard C. Mulligan 1d


Mgmt ForForForElect Director Robert W. Pangia 1e


Mgmt ForForForElect Director Stelios Papadopoulos 1f


Mgmt ForForForElect Director Brian S. Posner 1g


Mgmt ForForForElect Director Eric K. Rowinsky 1h





Biogen Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Lynn Schenk 1i


Mgmt ForForForElect Director Stephen A. Sherwin 1j


Mgmt ForForForElect Director Michel Vounatsos 1k



2


3



Devon Energy Corporation



Country: USA



Ticker: DVN



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Barbara M. Baumann Mgmt For For For

Mgmt ForForForElect Director John E. Bethancourt 1.2

Mgmt ForForForElect Director David A. Hager 1.3

Mgmt ForForForElect Director Robert H. Henry 1.4

Mgmt ForForForElect Director Michael M. Kanovsky 1.5

Mgmt ForForForElect Director Robert A. Mosbacher, Jr. 1.6

Mgmt ForForForElect Director Duane C. Radtke 1.7

Mgmt ForForForElect Director Mary P. Ricciardello 1.8

Mgmt ForForForElect Director John Richels 1.9


2






Devon Energy Corporation


VotingPolicy Rec

Vote Instruction



SH ForForAgainstReview Public Policy Advocacy on Climate Change

7

Voter Rationale: A recommendation FOR this proposal is warranted, as additional information regarding the company's public policy advocacy on energy policy and climate change could be beneficial for shareholders.

SH ForForAgainstAnnually Assess Portfolio Impacts of Policies to Meet 2 Degree Scenario

8

Voter Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from additional information about the impact that climate change regulations and new technology, including those aimed at limiting global temperature increases to 2 degrees Celsius, might have on the company and its operations.


Voter Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from additional information regarding the company's lobbying and trade association policies and oversight mechanisms.

SH AgainstAgainstAgainstReport on Using Oil and Gas Reserve Metrics for Named Executive's Compensation

10

Hess Corporation



Country: USA



Ticker: HES



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Rodney F. Chase Mgmt For For For

Mgmt ForForForElect Director Terrence J. Checki 1.2

Mgmt ForForForElect Director Leonard S. Coleman, Jr. 1.3

Mgmt ForForForElect Director John B. Hess 1.4

Mgmt ForForForElect Director Edith E. Holiday 1.5

Mgmt ForForForElect Director Risa Lavizzo-Mourey 1.6

Mgmt ForForForElect Director Marc S. Lipschultz 1.7

Mgmt ForForForElect Director David McManus 1.8

Mgmt ForForForElect Director Kevin O. Meyers 1.9

Mgmt ForForForElect Director James H. Quigley 1.10

Mgmt ForForForElect Director Fredric G. Reynolds 1.11

Hess Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director William G. Schrader 1.12


2




SH ForForAgainstReport on Plans to Address Stranded Carbon Asset Risks

6


Universal Health Realty Income Trust



Country: USA



Ticker: UHT

Shares Voted: 1,801


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Alan B. Miller Mgmt For For For


Mgmt ForForForElect Director Robert F. McCadden 1.2



2

Voter Rationale: A vote AGAINST this proposal is warranted. The lack of disclosure regarding the compensation arrangements between the company's executives and its external manager precludes a reasonable assessment of executive pay. Without this information, shareholders cannot make a fully informed decision on this say-on-pay proposal.



Comcast Corporation



Country: USA



Ticker: CMCSA




Comcast Corporation



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Kenneth J. Bacon Mgmt For For For

Mgmt ForForForElect Director Madeline S. Bell 1.2

Mgmt ForForForElect Director Sheldon M. Bonovitz 1.3

Mgmt ForForForElect Director Edward D. Breen 1.4

Mgmt ForForForElect Director Gerald L. Hassell 1.5

Mgmt ForForForElect Director Jeffrey A. Honickman 1.6

Mgmt ForForForElect Director Asuka Nakahara 1.7

Mgmt ForForForElect Director David C. Novak 1.8

Mgmt ForForForElect Director Brian L. Roberts 1.9

Mgmt ForForForElect Director Johnathan A. Rodgers 1.10



3



Voter Rationale: A vote FOR this resolution is warranted as the company could provide additional information regarding its trade association participation, direct and indirect lobbying expenditures, and the oversight of the company's lobbying activities and trade association participation provided by the board.


6

Voter Rationale: A vote FOR this proposal is warranted because it would encourage the company to eliminate its dual class capital structure and adopt a one-share, one-vote policy.

Ingersoll-Rand Plc



Country: Ireland



Ticker: IR



VotingPolicy Rec

Vote Instruction

1a Elect Director Ann C. Berzin Mgmt For For For

Mgmt ForForForElect Director John Bruton 1b




Ingersoll-Rand Plc


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Jared L. Cohon 1c

Mgmt ForForForElect Director Gary D. Forsee 1d

Mgmt ForForForElect Director Linda P. Hudson 1e

Mgmt ForForForElect Director Michael W. Lamach 1f

Mgmt ForForForElect Director Myles P. Lee 1g

Mgmt ForForForElect Director John P. Surma 1h

Mgmt ForForForElect Director Richard J. Swift 1i

Mgmt ForForForElect Director Tony L. White 1j


2


Mgmt ForForForApprove PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration

4

Mgmt ForForForRenew Directors' Authority to Issue Shares 5

Mgmt ForForForRenew Directors' Authority to Issue Shares for Cash

6

Mgmt ForForForAuthorize Reissuance of Repurchased Shares 7

New York REIT, Inc.



Country: USA



Ticker: NYRT



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Craig T. Bouchard Mgmt For For For

Voter Rationale: WITHHOLD votes from Randolph Read and Portia Sue Perrotty for a material governance failure. The company maintains governing documents which do not permit shareholders to amend the bylaws. WITHHOLD votes are warranted for compensation committee members for failure to adequately address shareholder concerns as expressed through the 2016 say-on-pay vote. However, given that the three compensation committee members were recently appointed to the board, the adverse recommendations are for the incumbent board members: Portia Sue Perrotty and Randolph C. Read. A vote FOR the remaining director nominees is warranted. Craig Bouchard was elected to the board in October 2016 and may not have had sufficient time to address any governance concerns.




New York REIT, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Howard Goldberg 1.2


Mgmt ForForForElect Director Joe C. McKinney 1.3


MgmtElect Director James Nelson *Withdrawn Resolution*

1.4

Mgmt WithholdReferForElect Director P. Sue Perrotty 1.5


Mgmt WithholdReferForElect Director Randolph C. Read 1.6


Mgmt ForForForElect Director Wendy Silverstein 1.7







New York REIT, Inc.


VotingPolicy Rec

Vote Instruction


3

Voter Rationale: A vote AGAINST this proposal is warranted. The lack of disclosure regarding the compensation arrangements between the company's executives and its external manager precludes a reasonable assessment of executive pay. Without this information, shareholders cannot make a fully informed decision on this say-on-pay proposal.

Omega Healthcare Investors, Inc.



Country: USA



Ticker: OHI



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Craig M. Bernfield Mgmt For Refer Withhold

Voter Rationale: WITHHOLD votes are warranted for Craig Bernfield for serving as a non-independent member of a key board committee. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Norman R. Bobins 1.2


Mgmt ForForForElect Director Craig R. Callen 1.3


Mgmt ForForForElect Director Barbara B. Hill 1.4


Mgmt ForForForElect Director Bernard J. Korman 1.5


Mgmt ForForForElect Director Edward Lowenthal 1.6


Mgmt ForForForElect Director Ben W. Perks 1.7


Mgmt ForForForElect Director C. Taylor Pickett 1.8


Omega Healthcare Investors, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Stephen D. Plavin 1.9





3

Voter Rationale: A vote FOR this proposal is warranted as pay and performance are reasonably aligned and no significant concerns were identified at this time.



Roper Technologies, Inc.



Country: USA



Ticker: ROP



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Amy Woods Brinkley Mgmt For For For

Voter Rationale: * WITHHOLD votes from Richard Wallman for serving as a director on more than five public company boards. * A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director John F. Fort, III 1.2


Mgmt ForForForElect Director Brian D. Jellison 1.3


Mgmt ForForForElect Director Robert D. Johnson 1.4


Mgmt ForForForElect Director Robert E. Knowling, Jr. 1.5


Mgmt ForForForElect Director Wilbur J. Prezzano 1.6




Roper Technologies, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Laura G. Thatcher 1.7


Mgmt ForForForElect Director Richard F. Wallman 1.8

Mgmt ForForForElect Director Christopher Wright 1.9



2



4

The Priceline Group Inc.



Country: USA



Ticker: PCLN

Shares Voted: 4,948


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Timothy M. Armstrong Mgmt For For For


Mgmt ForForForElect Director Jeffery H. Boyd 1.2


Mgmt ForForForElect Director Jan L. Docter 1.3


Mgmt ForForForElect Director Jeffrey E. Epstein 1.4


Mgmt ForForForElect Director Glenn D. Fogel 1.5


Mgmt ForForForElect Director James M. Guyette 1.6


Mgmt ForForForElect Director Robert J. Mylod, Jr. 1.7


The Priceline Group Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Charles H. Noski 1.8


Mgmt ForForForElect Director Nancy B. Peretsman 1.9


Mgmt ForForForElect Director Thomas E. Rothman 1.10


Mgmt ForForForElect Director Craig W. Rydin 1.11


Mgmt ForForForElect Director Lynn M. Vojvodich 1.12




3



5

Voter Rationale: A vote FOR this proposal is warranted as it would enhance the existing shareholder right to call special meetings.

Vertex Pharmaceuticals Incorporated



Country: USA



Ticker: VRTX



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Alan Garber Mgmt For For For

Mgmt ForForForElect Director Margaret G. McGlynn 1.2

Mgmt ForForForElect Director William D. Young 1.3




Vertex Pharmaceuticals Incorporated


VotingPolicy Rec

Vote Instruction


5

Voter Rationale: A vote AGAINST this proposal is warranted. CEO pay remained relatively large, even after a recent decline in magnitude, under a compensation program that is not strongly linked to objective performance goals. While the company introduced performance equity in 2016, in aggregate, equity awards are only one-third performance-based, with half of the PSUs based on annual performance. The CEO's equity grant size is also determined using the individual performance factor, which has been above 100 percent for multiple years. In addition, a substantial portion of annual incentives are based on subjective goals and compensation committee discretion.


SH ForForAgainstEliminate Supermajority Vote Requirement 7

Voter Rationale: A vote FOR this proposal is warranted. Elimination of the supermajority vote requirement will enable shareholders to have a meaningful voice in various board and corporate transactions that impact their rights.



Yahoo! Inc.



Country: USA



Ticker: YHOO



VotingPolicy Rec

Vote Instruction

1 Approve Sale of Yahoo Holdings, Inc., a wholly-owned subsidiary of Yahoo! Inc.

Mgmt For Refer For

Voter Rationale: A vote FOR this proposal is warranted. The transaction is an important first step in attempting to unlock shareholder value for Yahoo. The company conducted a robust sales process, formed an independent special committee to oversee the process, and retained three different financial advisors. Additionally, no superior offers have emerged, despite a somewhat reasonable termination fee of 3 percent.

Mgmt ForReferForAdvisory Vote on Golden Parachutes 2

Voter Rationale: A vote FOR this proposal is warranted. Cash severance is double trigger and reasonably based, and no excise tax gross-ups are expected. Equity will be assumed by the acquirer and will only accelerate upon a qualifying termination. Performance awards will be converted at target and many will be subject to new Verizon performance conditions.


Voter Rationale: A vote FOR this proposal is warranted, given that support for the underlying transaction is warranted.




Ashford Hospitality Prime, Inc.



Country: USA



Ticker: AHP

Shares Voted: 4,638


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Monty J. Bennett Mgmt For For For

Voter Rationale: WITHHOLD votes from Stefani Carter for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. Kenneth Fearn, Jr., is a newly appointed director and may not have had sufficient time to address governance concerns.

Mgmt WithholdReferForElect Director Stefani D. Carter 1.2


Mgmt ForForForElect Director Lawrence A. Cunningham 1.3


Mgmt ForForForElect Director Sarah Zubiate Darrouzet 1.4


Mgmt ForForForElect Director Kenneth H. Fearn 1.5


Mgmt ForForForElect Director Curtis B. McWilliams 1.6


Mgmt ForForForElect Director Matthew D. Rinaldi 1.7


Mgmt ForForForElect Director Daniel B. Silvers 1.8





Ashford Hospitality Prime, Inc.


VotingPolicy Rec

Vote Instruction


2

Voter Rationale: A vote FOR this proposal is warranted given that a majority vote standard in uncontested director elections will give shareholders a more meaningful voice and improve director accountability.


Voter Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard

(EPSC), a vote AGAINST this proposal is warranted due to the following key factors: The plan cost is excessive; The

estimated duration of available and proposed shares exceeds six years; and The plan allows broad discretion to accelerate

vesting.

Mgmt ForForForAmend Investment Advisory Agreement 4

Voter Rationale: A vote FOR this proposal is warranted. While concerns remain regarding conflicts of interest between the company and its advisor, the amended agreement materially reduces the termination fee and eliminates several problematic provisions.

Mgmt ForForForRatify BDO USA LLP as Auditors 5


Forest City Realty Trust, Inc.



Country: USA



Ticker: FCE.A



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Arthur F. Anton Mgmt For For For

Mgmt ForForForElect Director Kenneth J. Bacon 1.2

Mgmt ForForForElect Director Scott S. Cowen 1.3

Mgmt ForForForElect Director Michael P. Esposito, Jr. 1.4


2



4

Mgmt ForForForEliminate Class of Common Stock 5

Mgmt ForForForAdjourn Meeting 6




Garmin Ltd.





Primary Security ID: H2906T109

Ticker: GRMN



VotingPolicy Rec

Vote Instruction

1 Accept Consolidated Financial Statements and Statutory Reports

Mgmt For For For

Mgmt ForForForAccept Financial Statements and Statutory Reports

2

Mgmt ForForForApprove Dividends 3

Mgmt ForForForApprove Discharge of Board and Senior Management

4

Mgmt ForForForElect Director Donald H. Eller 5.1

Mgmt ForForForElect Director Joseph J. Hartnett 5.2

Mgmt ForForForElect Director Min H. Kao 5.3

Mgmt ForForForElect Director Charles W. Peffer 5.4

Mgmt ForForForElect Director Clifton A. Pemble 5.5

Mgmt ForForForElect Director Rebecca R. Tilden 5.6

Mgmt ForForForElect Min H. Kao as Board Chairman 6

Mgmt ForForForAppoint Donald H. Eller as Member of the Compensation Committee

7.1

Mgmt ForForForAppoint Joseph J. Hartnett as Member of the Compensation Committee

7.2

Mgmt ForForForAppoint Charles W. Peffer as Member of the Compensation Committee

7.3

Mgmt ForForForAppoint Rebecca R. Tilden as Member of the Compensation Committee

7.4

Mgmt ForForForDesignate Reiss + Preuss LLP as Independent Proxy

8


Mgmt ForForForApprove Fiscal Year 2018 Maximum Aggregate Compensation for the Executive Management

10

Mgmt ForForForApprove Maximum Aggregate Compensation for the Board of Directors for the Period Between the 2017 AGM and the 2018 AGM

11


12





Mack-Cali Realty Corporation



Country: USA



Ticker: CLI



VotingPolicy Rec

Vote Instruction

1.1 Elect Director William L. Mack Mgmt For For For

Voter Rationale: WITHHOLD votes are warranted for governance committee members Kenneth Duberstein, Alan Philibosian, Irvin Reid, and Vincent Tese for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Alan S. Bernikow 1.2


Mgmt WithholdReferForElect Director Irvin D. Reid 1.3


Mgmt WithholdReferForElect Director Kenneth M. Duberstein 1.4


Mgmt ForForForElect Director David S. Mack 1.5


Mgmt WithholdReferForElect Director Vincent Tese 1.6


Mgmt ForForForElect Director Nathan Gantcher 1.7


Mgmt WithholdReferForElect Director Alan G. Philibosian 1.8


Mgmt ForForForElect Director Rebecca Robertson 1.9





Mack-Cali Realty Corporation


VotingPolicy Rec

Vote Instruction


2

Voter Rationale: Although a concern is highlighted, a vote FOR this proposal is warranted as pay and performance are reasonably aligned for the year in review.




4


Regeneron Pharmaceuticals, Inc.



Country: USA



Ticker: REGN

Shares Voted: 7,700


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Bonnie L. Bassler Mgmt For For For

Mgmt ForForForElect Director N. Anthony Coles 1.2

Mgmt ForForForElect Director Joseph L. Goldstein 1.3


Mgmt ForForForElect Director P. Roy Vagelos 1.5

Mgmt ForForForElect Director Huda Y. Zoghbi 1.6


2


Voter Rationale: Based on an evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factor(s):- Plan cost is excessive- Three-year average burn rate is excessive- The plan permits liberal recycling of shares- The plan allows broad discretion to accelerate vesting


4

Voter Rationale: A vote AGAINST this proposal is warranted. The CEO and Chief Scientific Officer both received mega-stock option grants for the year in review, following consecutive years of very large option grants. Although the grant values and number of options awarded declined from the prior year, these grants exceed total CEO pay at peers. Further, the company continues to utilize outsized peers to benchmark pay and annual incentives are determined subjectively.






DuPont Fabros Technology, Inc.



Country: USA



Ticker: DFT



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Michael A. Coke Mgmt For For For

Mgmt ForForForElect Director Lammot J. du Pont 1.2

Mgmt ForForForElect Director Thomas D. Eckert 1.3

Mgmt ForForForElect Director Christopher P. Eldredge 1.4

Mgmt ForForForElect Director Frederic V. Malek 1.5

Mgmt ForForForElect Director John T. Roberts, Jr. 1.6

Mgmt ForForForElect Director Mary M. Styer 1.7

Mgmt ForForForElect Director John H. Toole 1.8

Mgmt ForForForProvide Shareholders and the Board with the Concurrent Power to Amend the Bylaws

2



4



Staples, Inc.



Country: USA



Ticker: SPLS



VotingPolicy Rec

Vote Instruction

1a Elect Director Drew G. Faust Mgmt For For For


Mgmt ForForForElect Director Curtis Feeny 1b





Staples, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Paul-Henri Ferrand 1c


Mgmt ForForForElect Director Shira Goodman 1d


Mgmt ForForForElect Director Deborah A. Henretta 1e


Mgmt ForForForElect Director Kunal S. Kamlani 1f


Mgmt ForForForElect Director John F. Lundgren 1g


Mgmt ForForForElect Director Robert E. Sulentic 1h


Mgmt ForForForElect Director Vijay Vishwanath 1i


Mgmt ForForForElect Director Paul F. Walsh 1j



2




Affiliated Managers Group, Inc.



Country: USA



Ticker: AMG

Shares Voted: 5,700


VotingPolicy Rec

Vote Instruction

1a Elect Director Samuel T. Byrne Mgmt For For For

Mgmt ForForForElect Director Dwight D. Churchill 1b

Mgmt ForForForElect Director Glenn Earle 1c




Affiliated Managers Group, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Niall Ferguson 1d

Mgmt ForForForElect Director Sean M. Healey 1e

Mgmt ForForForElect Director Tracy P. Palandjian 1f

Mgmt ForForForElect Director Patrick T. Ryan 1g

Mgmt ForForForElect Director Jide J. Zeitlin 1h


2

Voter Rationale: A vote AGAINST this proposal is warranted. Even after recent declines, CEO pay remains relatively high ,which is difficult to reconcile with the company's deteriorating operational and share price performance. Opaque disclosure around the company's scorecard assessment approach provides little clarity. While financial and shareholder return performance account for approximately 50 percent of the scorecard assessment, the incentive payout declined just 7 percent amid worsening operational and TSR outcomes. This misalignment suggests a large degree of committee discretion in pay determinations. A portion of the award is delivered as performance-contingent equity, but the program allows for a form of retesting.


Mgmt ForForForProvide Directors May Be Removed With or Without Cause

4


5

American Assets Trust, Inc.



Country: USA



Ticker: AAT

Shares Voted: 6,500


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Ernest S. Rady Mgmt For Refer Withhold

Voter Rationale: WITHHOLD votes are warranted for all director nominees for failure to address the majority withhold vote for a director at last year's annual meeting. WITHHOLD votes are warranted for director nominee Thomas Olinger for failing to attend at least 75 percent of the board and committee meetings that were scheduled over the past year without a valid reason. WITHHOLD votes are warranted from Duane Nelles, Thomas Olinger, and Robert Sullivan for a material governance failure. Shareholders are prohibited from amending the bylaws.

Mgmt WithholdReferForElect Director Larry E. Finger 1.2





American Assets Trust, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt WithholdReferForElect Director Duane A. Nelles 1.3


Mgmt WithholdReferForElect Director Thomas S. Olinger 1.4


Mgmt WithholdReferForElect Director Robert S. Sullivan 1.5





3

Voter Rationale: Although some concerns are highlighted, a vote FOR this proposal is warranted as pay and performance are reasonably aligned for the year in review.

Best Buy Co., Inc.



Country: USA



Ticker: BBY



VotingPolicy Rec

Vote Instruction

1a Elect Director Lisa M. Caputo Mgmt For For For


Mgmt ForForForElect Director J. Patrick Doyle 1b


Mgmt ForForForElect Director Russell P. Fradin 1c





Best Buy Co., Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Kathy J. Higgins Victor 1d


Mgmt ForForForElect Director Hubert Joly 1e


Mgmt ForForForElect Director David W. Kenny 1f


Mgmt ForForForElect Director Karen A. McLoughlin 1g


Mgmt ForForForElect Director Thomas L. "Tommy" Millner 1h


Mgmt ForForForElect Director Claudia F. Munce 1i


Mgmt ForForForElect Director Gerard R. Vittecoq 1j


Mgmt ForForForRatify Deloitte & Touche, LLP as Auditors 2


3



Expedia, Inc.



Country: USA



Ticker: EXPE



VotingPolicy Rec

Vote Instruction

1a Elect Director Susan C. Athey Mgmt For For For

Voter Rationale: WITHHOLD votes are warranted for non-independent director nominees Pamela Coe, Barry Diller, Victor Kaufman, Christopher Shean, Dara Khosrowshahi, John Malone, and Alexander von Furstenberg for failing to establish a board on which a majority of the directors are independent outsiders and due to the company's lack of a formal nominating committee. A WITHHOLD vote is warranted for Pamela Coe for serving as a non-independent member of a key board committee. A WITHHOLD vote is warranted for John Malone for serving as a director on more than five public company boards. A WITHHOLD vote is warranted for Victor Kaufman for attending less than 75 percent of the board and committee meetings that were scheduled over the past year without a valid excuse. A vote FOR the remaining director nominees is warranted.




Expedia, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director A. George "Skip" Battle 1b


Mgmt ForForForElect Director Chelsea Clinton 1c


Mgmt WithholdReferForElect Director Pamela L. Coe 1d


Mgmt WithholdReferForElect Director Barry Diller 1e


Mgmt ForForForElect Director Jonathan L. Dolgen 1f


Mgmt ForForForElect Director Craig A. Jacobson 1g





Expedia, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt WithholdReferForElect Director Victor A. Kaufman 1h


Mgmt ForForForElect Director Peter M. Kern 1i


Mgmt WithholdReferForElect Director Dara Khosrowshahi 1j


Mgmt WithholdReferForElect Director John C. Malone 1k


Mgmt ForForForElect Director Scott Rudin 1l


Mgmt WithholdReferForElect Director Christopher W. Shean 1m





Expedia, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt WithholdReferForElect Director Alexander von Furstenberg 1n



2

Voter Rationale: A vote AGAINST the proposal is warranted. While CEO pay decreased substantially, following a large option grant in 2015, the CFO received a large front-loaded option grant that is not majority performance-based. In addition, annual cash and equity awards lack a sufficient link to company performance, as bonuses are determined at the discretion of the compensation committee and annual option grants are entirely time-based.





SH ForForAgainstReport on Political Contributions and Expenditures

5

Voter Rationale: A vote FOR this proposal is warranted, as shareholders could benefit from additional information regarding the company's political expenditures and trade association activities.

MetLife, Inc.



Country: USA



Ticker: MET



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Cheryl W. Grise Mgmt For For For


Mgmt ForForForElect Director Carlos M. Gutierrez 1.2


Mgmt ForForForElect Director David L. Herzog 1.3


Mgmt ForForForElect Director R. Glenn Hubbard 1.4


MetLife, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Steven A. Kandarian 1.5


Mgmt ForForForElect Director Alfred F. Kelly, Jr. 1.6


Mgmt ForForForElect Director Edward J. Kelly, III 1.7




Mgmt ForForForElect Director James M. Kilts 1.9


Mgmt ForForForElect Director Catherine R. Kinney 1.10


Mgmt ForForForElect Director Denise M. Morrison 1.11




3



5

Voter Rationale: A vote FOR this proposal is warranted as it would enhance the existing shareholder right to call a special meeting.

Willis Towers Watson Public Limited Company



Country: Ireland



Ticker: WLTW



VotingPolicy Rec

Vote Instruction

1a Elect Director Anna C. Catalano Mgmt For For For

Mgmt ForForForElect Director Victor F. Ganzi 1b

Mgmt ForForForElect Director John J. Haley 1c




Willis Towers Watson Public Limited Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Wendy E. Lane 1d

Mgmt ForForForElect Director James F. McCann 1e

Mgmt ForForForElect Director Brendan R. O'Neill 1f

Mgmt ForForForElect Director Jaymin Patel 1g

Mgmt ForForForElect Director Linda D. Rabbitt 1h

Mgmt ForForForElect Director Paul Thomas 1i

Mgmt ForForForElect Director Jeffrey W. Ubben 1j

Mgmt ForForForElect Director Wilhelm Zeller 1k

Mgmt ForForForApprove Deloitte & Touche LLP as Auditors and Authorize Board to Fix Their Remuneration

2


3

Voter Rationale: A vote AGAINST this proposal is warranted. Although the CEO's front-loaded performance equity grant is intended to cover his long-term incentives for the three-year performance period, it also locks in total compensation levels at the 75th percentile of peers. As such, the award inhibits the compensation committee's ability to adjust pay levels to reflect changes in performance or other factors.



Mgmt ForForForAdopt Plurality Voting for Contested Election of Directors

6A

Mgmt ForForForEstablish Range for Size of Board 6B

Mgmt ForForForAmend Advance Notice Provisions and Make Certain Administrative Amendments

7A

Mgmt ForForForAmend Articles of Association 7B

Mgmt ForForForRenew the Board's Authority to Issue Shares Under Irish Law

8

Mgmt ForForForRenew the Board's Authority to Opt-Out of Statutory Pre-Emptions Rights

9

American Airlines Group Inc.



Country: USA



Ticker: AAL

American Airlines Group Inc.



VotingPolicy Rec

Vote Instruction

1a Elect Director James F. Albaugh Mgmt For For For

Mgmt ForForForElect Director Jeffrey D. Benjamin 1b

Mgmt ForForForElect Director John T. Cahill 1c

Mgmt ForForForElect Director Michael J. Embler 1d

Mgmt ForForForElect Director Matthew J. Hart 1e

Mgmt ForForForElect Director Alberto Ibarguen 1f

Mgmt ForForForElect Director Richard C. Kraemer 1g

Mgmt ForForForElect Director Susan D. Kronick 1h

Mgmt ForForForElect Director Martin H. Nesbitt 1i

Mgmt ForForForElect Director Denise M. O'Leary 1j

Mgmt ForForForElect Director W. Douglas Parker 1k

Mgmt ForForForElect Director Ray M. Robinson 1l

Mgmt ForForForElect Director Richard P. Schifter 1m



3



Autodesk, Inc.



Country: USA



Ticker: ADSK



VotingPolicy Rec

Vote Instruction

1a Elect Director Carl Bass Mgmt For For For

Voter Rationale: Vote AGAINST Jeffrey Clarke, Lorrie Norrington and Elizabeth Rafael for failing to address the material weaknesses in the company's internal controls in consecutive years. A vote FOR the remaining director nominees is warranted.




Autodesk, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Crawford W. Beveridge 1b


Mgmt ForForForElect Director Jeff Clarke 1c

Mgmt ForForForElect Director Scott Ferguson 1d


Mgmt ForForForElect Director Thomas Georgens 1e


Mgmt ForForForElect Director Richard (Rick) S. Hill 1f


Mgmt ForForForElect Director Mary T. McDowell 1g


Mgmt ForForForElect Director Lorrie M. Norrington 1h

Mgmt ForForForElect Director Betsy Rafael 1i

Mgmt ForForForElect Director Stacy J. Smith 1j




3



5


Caterpillar Inc.



Country: USA



Ticker: CAT




Caterpillar Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director David L. Calhoun Mgmt For For For

Mgmt ForForForElect Director Daniel M. Dickinson 1.2

Mgmt ForForForElect Director Juan Gallardo 1.3

Mgmt ForForForElect Director Jesse J. Greene, Jr. 1.4

Mgmt ForForForElect Director Jon M. Huntsman, Jr. 1.5

Mgmt ForForForElect Director Dennis A. Muilenburg 1.6

Mgmt ForForForElect Director William A. Osborn 1.7

Mgmt ForForForElect Director Debra L. Reed 1.8

Mgmt ForForForElect Director Edward B. Rust, Jr. 1.9

Mgmt ForForForElect Director Susan C. Schwab 1.10

Mgmt ForForForElect Director Jim Umpleby 1.11

Mgmt ForForForElect Director Miles D. White 1.12

Mgmt ForForForElect Director Rayford Wilkins, Jr. 1.13

Mgmt ForForForRatify PricewaterhouseCoopers as Auditors 2


3




Voter Rationale: A vote FOR this resolution is warranted, as additional information regarding the company's trade association activities and lobbying-related expenditures would be a benefit to shareholders.


7


SH AgainstAgainstAgainstReport on Lobbying Priorities 8

SH AgainstAgainstAgainstInclude Sustainability as a Performance Measure for Senior Executive Compensation

9

SH ForForAgainstAmend Compensation Clawback Policy 10

Voter Rationale: A vote FOR this proposal is warranted as the company's current clawback policy does not provide for the disclosure of the amounts and circumstances surrounding any recoupments. Such disclosure would benefit shareholders.




Caterpillar Inc.


VotingPolicy Rec

Vote Instruction


Voter Rationale: Support FOR this proposal is warranted. This precatory proposal would not require an immediate change in board leadership structure and would allow for departure under extraordinary circumstances. While acknowledging that the current chairman is an independent director and the presiding director role has robust duties, the governing documents do not have a permanent policy that the chairman be an independent director. In light of the investigations impacting the company and the company's TSR underperformance over the long-term, a permanent policy requiring that the chair be an independent director could facilitate greater oversight in ensuring continued independent board leadership.

Celgene Corporation



Country: USA



Ticker: CELG



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Robert J. Hugin Mgmt For For For

Voter Rationale: WITHHOLD votes for nominating and governance committee members, Michael Casey, Michael Friedman, Gilla Kaplan,and Ernest Mario are warranted due to the company's failure to fully implement the shareholder proposal regardingshareholders' abi lity to call a special meeting that received majority support at last year's annual meeting.A vote FOR the remaining directors is warranted.

Mgmt ForForForElect Director Mark J. Alles 1.2


Mgmt ForForForElect Director Richard W. Barker 1.3


Mgmt ForForForElect Director Michael W. Bonney 1.4


Mgmt WithholdReferForElect Director Michael D. Casey 1.5





Celgene Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Carrie S. Cox 1.6


Mgmt WithholdReferForElect Director Michael A. Friedman 1.7


Mgmt ForForForElect Director Julia A. Haller 1.8


Mgmt WithholdReferForElect Director Gilla S. Kaplan 1.9


Mgmt ForForForElect Director James J. Loughlin 1.10


Mgmt WithholdReferForElect Director Ernest Mario 1.11





Voter Rationale: Based on the Equity Plan Scorecard evaluation (EPSC) and an analysis of the plan amendments, a vote FOR this proposal iswarranted.


4







Celgene Corporation


VotingPolicy Rec

Vote Instruction

SH AgainstAgainstAgainstProvide For Confidential Running Vote Tallies On Executive Pay Matters

6

Voter Rationale: A vote AGAINST this proposal is warranted. This proposal could unduly hamper the company's efforts to productively engage with shareholders. Further, there are concerns with the scope of the proposal which could limit the company's ability to ensure quorum. Moreover, there are no significant concerns with the company's pay practices that would suggest that the company would engage in costly solicitations to inflate vote results by monitoring running vote tallies.

Target Corporation



Country: USA



Ticker: TGT



VotingPolicy Rec

Vote Instruction

1a Elect Director Roxanne S. Austin Mgmt For For For


Mgmt ForForForElect Director Douglas M. Baker, Jr. 1b


Mgmt ForForForElect Director Brian C. Cornell 1c


Mgmt ForForForElect Director Calvin Darden 1d


Mgmt ForForForElect Director Henrique De Castro 1e


Mgmt ForForForElect Director Robert L. Edwards 1f


Mgmt ForForForElect Director Melanie L. Healey 1g


Mgmt ForForForElect Director Donald R. Knauss 1h


Mgmt ForForForElect Director Monica C. Lozano 1i


Mgmt ForForForElect Director Mary E. Minnick 1j





Target Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Derica W. Rice 1k


Mgmt ForForForElect Director Kenneth L. Salazar 1l




3



Dollar Tree, Inc.



Country: USA



Ticker: DLTR



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Arnold S. Barron Mgmt For For For


Mgmt ForForForElect Director Gregory M. Bridgeford 1.2


Mgmt ForForForElect Director Macon F. Brock, Jr. 1.3


Mgmt ForForForElect Director Mary Anne Citrino 1.4


Mgmt ForForForElect Director H. Ray Compton 1.5


Mgmt ForForForElect Director Conrad M. Hall 1.6


Mgmt ForForForElect Director Lemuel E. Lewis 1.7


Mgmt ForForForElect Director Bob Sasser 1.8





Dollar Tree, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Thomas A. Saunders, III 1.9


Mgmt ForForForElect Director Thomas E. Whiddon 1.10


Mgmt ForForForElect Director Carl P. Zeithaml 1.11



2



Equity Residential



Country: USA



Ticker: EQR



VotingPolicy Rec

Vote Instruction

1.1 Elect Director John W. Alexander Mgmt For Refer Withhold

Voter Rationale: WITHHOLD votes from Charles Atwood, John Alexander, Linda Bynoe, Mary Kay Haben, and Mark Shapiro for a material governance failure. The company's charter restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt WithholdReferForElect Director Charles L. Atwood 1.2


Mgmt WithholdReferForElect Director Linda Walker Bynoe 1.3


Mgmt ForForForElect Director Connie K. Duckworth 1.4


Mgmt WithholdReferForElect Director Mary Kay Haben 1.5





Equity Residential


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Bradley A. Keywell 1.6


Mgmt ForForForElect Director John E. Neal 1.7


Mgmt ForForForElect Director David J. Neithercut 1.8


Mgmt WithholdReferForElect Director Mark S. Shapiro 1.9


Mgmt ForForForElect Director Gerald A. Spector 1.10


Mgmt ForForForElect Director Stephen E. Sterrett 1.11


Mgmt ForForForElect Director Samuel Zell 1.12





3

Voter Rationale: Although concerns are raised regarding the company's executive compensation program, a vote FOR this item is warranted because pay and performance are reasonably aligned at this time.



SH ForForAgainstProvide Shareholders the Right to Amend Bylaws

5

Voter Rationale: A vote FOR this proposal is warranted given the ability to amend the company's governing documents by a majority vote standard enhances shareholder rights.




Hospitality Properties Trust



Country: USA



Ticker: HPT



VotingPolicy Rec

Vote Instruction

1.1 Elect Director John L. Harrington Mgmt For Refer Against

Voter Rationale: A vote AGAINST John Harrington and Barry Portnoy is warranted for failure to address the issues that caused certain directors to receive less than majority shareholder support at last year's meeting. A vote AGAISNT John Harrington and Barry Portnoy is warranted as the board failed to adequately respond to a majority supported shareholder proposal. A vote AGAINST John Harrington and Barry Portnoy is warranted for a material governance failure. The company's governing documents deny shareholders the right to amend the bylaws and include hurdles beyond those set forth in rule 14a-8 which make it more difficult for a shareholder to include any precatory proposals on the company's proxy ballot. Further, the board adopted a bylaw amendment that adversely affects shareholders' rights. The bylaw disqualifies from service as a director any person who receives compensation or payment from a third party in connection with the person's candidacy or service as a director of the company. This provision unduly restricts investors' ability to nominate and to elect otherwise qualified individuals. Lastly, the board unilaterally re-classified itself. A vote AGAINST director nominee Barry Portnoy is further warranted for serving as a director on more than five public company boards.

Mgmt AgainstReferForElect Director Barry M. Portnoy 1.2

Voter Rationale: A vote AGAINST John Harrington and Barry Portnoy is warranted for failure to address the issues that caused certain directors to receive less than majority shareholder support at last year's meeting. A vote AGAISNT John Harrington and Barry Portnoy is warranted as the board failed to adequately respond to a majority supported shareholder proposal. A vote AGAINST John Harrington and Barry Portnoy is warranted for a material governance failure. The company's governing documents deny shareholders the right to amend the bylaws and include hurdles beyond those set forth in rule 14a-8 which make it more difficult for a shareholder to include any precatory proposals on the company's proxy ballot. Further, the board adopted a bylaw amendment that adversely affects shareholders' rights. The bylaw disqualifies from service as a director any person who receives compensation or payment from a third party in connection with the person's candidacy or service as a director of the company. This provision unduly restricts investors' ability to nominate and to elect otherwise qualified individuals. Lastly, the board unilaterally re-classified itself. A vote AGAINST director nominee Barry Portnoy is further warranted for serving as a director on more than five public company boards.


2






SH ForForAgainstAmend Bylaws to Opt-Out of Antitakeover Provision(s) and Require Shareholder Vote to Opt Back In

5

Voter Rationale: A vote FOR the proponent proposal to opt out of, and require shareholder approval to opt back into, Maryland's Unsolicited Takeover Act is warranted as it would protect shareholder rights.




Hospitality Properties Trust


VotingPolicy Rec

Vote Instruction



NexPoint Residential Trust, Inc.



Country: USA



Ticker: NXRT

Shares Voted: 2,800


VotingPolicy Rec

Vote Instruction

1a Elect Director James Dondero Mgmt For For For

Voter Rationale: WITHHOLD votes are warranted for Corporate Governance and Nominating Committee member Scott Kavanaugh for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Brian Mitts 1b


Mgmt ForForForElect Director Edward Constantino 1c


Mgmt WithholdReferForElect Director Scott Kavanaugh 1d


Mgmt ForForForElect Director Arthur Laffer 1e




PVH Corp.



Country: USA



Ticker: PVH




PVH Corp.

Shares Voted: 7,600


VotingPolicy Rec

Vote Instruction

1a Elect Director Mary Baglivo Mgmt For For For


Mgmt ForForForElect Director Brent Callinicos 1b


Mgmt ForForForElect Director Emanuel Chirico 1c


Mgmt ForForForElect Director Juan R. Figuereo 1d


Mgmt ForForForElect Director Joseph B. Fuller 1e


Mgmt ForForForElect Director V. James Marino 1f


Mgmt ForForForElect Director G. Penny McIntyre 1g


Mgmt ForForForElect Director Amy McPherson 1h


Mgmt ForForForElect Director Henry Nasella 1i


Mgmt ForForForElect Director Edward R. Rosenfeld 1j


Mgmt ForForForElect Director Craig Rydin 1k


Mgmt ForForForElect Director Amanda Sourry 1l



2






Time Warner Inc.



Country: USA



Ticker: TWX



VotingPolicy Rec

Vote Instruction

1a Elect Director William P. Barr Mgmt For For For


Mgmt ForForForElect Director Jeffrey L. Bewkes 1b


Mgmt ForForForElect Director Robert C. Clark 1c


Mgmt ForForForElect Director Mathias Dopfner 1d


Mgmt ForForForElect Director Jessica P. Einhorn 1e


Mgmt ForForForElect Director Carlos M. Gutierrez 1f


Mgmt ForForForElect Director Fred Hassan 1g


Mgmt ForForForElect Director Paul D. Wachter 1h


Mgmt ForForForElect Director Deborah C. Wright 1i




3


DaVita Inc.



Country: USA



Ticker: DVA




DaVita Inc.



VotingPolicy Rec

Vote Instruction

1a Elect Director Pamela M. Arway Mgmt For For For


Mgmt ForForForElect Director Charles G. Berg 1b


Mgmt ForForForElect Director Carol Anthony ("John") Davidson

1c


Mgmt ForForForElect Director Barbara J. Desoer 1d


Mgmt ForForForElect Director Pascal Desroches 1e


Mgmt ForForForElect Director Paul J. Diaz 1f


Mgmt ForForForElect Director Peter T. Grauer 1g


Mgmt ForForForElect Director John M. Nehra 1h


Mgmt ForForForElect Director William L. Roper 1i


Mgmt ForForForElect Director Kent J. Thiry 1j


Mgmt ForForForElect Director Phyllis R. Yale 1k




3


Monster Beverage Corporation



Country: USA



Ticker: MNST




Monster Beverage Corporation



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Rodney C. Sacks Mgmt For For For

Mgmt ForForForElect Director Hilton H. Schlosberg 1.2

Mgmt ForForForElect Director Mark J. Hall 1.3

Mgmt ForForForElect Director Norman C. Epstein 1.4

Mgmt ForForForElect Director Gary P. Fayard 1.5

Mgmt ForForForElect Director Benjamin M. Polk 1.6

Mgmt ForForForElect Director Sydney Selati 1.7

Mgmt ForForForElect Director Harold C. Taber, Jr. 1.8

Mgmt ForForForElect Director Kathy N. Waller 1.9

Mgmt ForForForElect Director Mark S. Vidergauz 1.10



3


4



Voter Rationale: A vote FOR this non-binding proposal is warranted because adoption of proxy access will enhance shareholder rights while providing necessary safeguards to the nomination process.

SH ForForAgainstReport on Sustainability, Including Water Risks

7

Voter Rationale: A vote FOR this resolution is warranted as shareholders would benefit from the information disclosed in a comprehensive sustainability report. Such information would allow shareholders to better evaluate the company's sustainability performance and its management of related risks and opportunities.

Equity Commonwealth



Country: USA



Ticker: EQC



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Sam Zell Mgmt For For For

Equity Commonwealth


VotingPolicy Rec

Vote Instruction

Voter Rationale: A vote FOR compensation committee members James Lozier Jr., Kenneth Shea, and Gerald Spector is warranted, with caution. The compensation committee is responsible for equity grants to trustees and the committee granted performance awards to trustee Zell.A vote FOR the other director nominees is warranted.

Mgmt ForForForElect Director James S. Corl 1.2


Mgmt ForForForElect Director Martin L. Edelman 1.3


Mgmt ForForForElect Director Edward A. Glickman 1.4


Mgmt ForForForElect Director David Helfand 1.5


Mgmt ForForForElect Director Peter Linneman 1.6


Mgmt ForForForElect Director James L. Lozier, Jr. 1.7


Mgmt ForForForElect Director Mary Jane Robertson 1.8


Mgmt ForForForElect Director Kenneth Shea 1.9


Mgmt ForForForElect Director Gerald A. Spector 1.10


Mgmt ForForForElect Director James A. Star 1.11




Equity Commonwealth


VotingPolicy Rec

Vote Instruction


2



Sabra Health Care REIT, Inc.



Country: USA



Ticker: SBRA

Shares Voted: 9,300


VotingPolicy Rec

Vote Instruction

1a Elect Director Craig A. Barbarosh Mgmt For For For


Mgmt ForForForElect Director Robert A. Ettl 1b


Mgmt ForForForElect Director Michael J. Foster 1c


Mgmt ForForForElect Director Richard K. Matros 1d


Mgmt ForForForElect Director Milton J. Walters 1e




3


4


Citrix Systems, Inc.



Country: USA



Ticker: CTXS




Citrix Systems, Inc.



VotingPolicy Rec

Vote Instruction

1a Elect Director Robert M. Calderoni Mgmt For For For


Mgmt ForForForElect Director Nanci E. Caldwell 1b


Mgmt ForForForElect Director Jesse A. Cohn 1c


Mgmt ForForForElect Director Robert D. Daleo 1d


Mgmt ForForForElect Director Murray J. Demo 1e


Mgmt ForForForElect Director Peter J. Sacripanti 1f


Mgmt ForForForElect Director Graham V. Smith 1g


Mgmt ForForForElect Director Godfrey R. Sullivan 1h


Mgmt ForForForElect Director Kirill Tatarinov 1i





4


Mylan N.V.



Country: Netherlands


Primary Security ID: N59465109

Ticker: MYL




Mylan N.V.



VotingPolicy Rec

Vote Instruction

1A Elect Director Heather Bresch Mgmt For Refer Against

Voter Rationale: Votes AGAINST the election of CEO Heather Bresch, President Rajiv Malik, Chairman Robert Coury, and votes AGAINST the incumbent independent directors – Wendy Cameron, Randall Vanderveen, Neil Dimick, Mark Parrish, Robert Cindrich, JoEllen Lyons Dillon, and Melina Higgins – are considered warranted in light of the board’s collective accountability for material failures of risk oversight at the company related to the company's long-standing drug pricing strategy for its EpiPen product line, which in 2016 triggered Congressional hearings, multiple investigations by federal and state regulators, lawsuits, a significant drop in share value and long-term damage to the company's reputation. Votes AGAINST compensation committee members Cameron, Dimick and Parrish are also considered warranted due to the continued identification of problematic pay practices and pay-for-performance misalignment, coupled with sustained low support for the say-on-pay proposal. A vote FOR new director nominee Sjoerd Vollenbregt is warranted.

Mgmt AgainstReferForElect Director Wendy Cameron 1B


Mgmt AgainstReferForElect Director Robert J. Cindrich 1C


Mgmt AgainstReferForElect Director Robert J. Coury 1D





Mylan N.V.


VotingPolicy Rec

Vote Instruction

Mgmt AgainstReferForElect Director JoEllen Lyons Dillon 1E


Mgmt AgainstReferForElect Director Neil Dimick 1F


Mgmt AgainstReferForElect Director Melina Higgins 1G


Mgmt AgainstReferForElect Director Rajiv Malik 1H


Mgmt AgainstReferForElect Director Mark W. Parrish 1I





Mylan N.V.


VotingPolicy Rec

Vote Instruction

Mgmt AgainstReferForElect Director Randall L. (Pete) Vanderveen 1J


Mgmt ForForForElect Director Sjoerd S. Vollebregt 1K


Mgmt ForForForAdopt Financial Statements and Statutory Reports

2

Voter Rationale: A vote FOR this proposal is warranted given the absence of concern with respect to the company's audit procedures and auditors.



Mgmt ForForForInstruction to Deloitte Accountants B.V. for the Audit of the Company's Dutch Statutory Annual Accounts for Fiscal Year 2017

4



5

Voter Rationale: A vote AGAINST the proposal is warranted, in light of continued egregious compensation practices. Chairman Coury received outsized compensation for 2016, including $9 million in time- and performance-based equity awards that were accelerated only four months after their grant date, and a $43.6 million restricted stock grant that will vest over five years of his continued service as non-employee chairman. In addition, incentive pay for continuing NEOs increased amid significant shareholder losses, and the proportion of performance-contingent equity decreased. These factors underscore long-standing disconnects between pay and performance.






Mylan N.V.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForAuthorize Repurchase of Shares 7

Voter Rationale: A vote FOR is warranted because: This proposal is in line with commonly used safeguards regarding volume

and pricing; The authorization would allow Mylan to repurchase up to 10 percent of the issued share capital; and The

authorization would allow the company to repurchase shares for less or up to 110 percent of the average share price prior to the

repurchase.

The Kroger Co.



Country: USA



Ticker: KR



VotingPolicy Rec

Vote Instruction

1a Elect Director Nora A. Aufreiter Mgmt For For For

Mgmt ForForForElect Director Robert D. Beyer 1b

Mgmt ForForForElect Director Anne Gates 1c

Mgmt ForForForElect Director Susan J. Kropf 1d

Mgmt ForForForElect Director W. Rodney McMullen 1e

Mgmt ForForForElect Director Jorge P. Montoya 1f

Mgmt ForForForElect Director Clyde R. Moore 1g

Mgmt ForForForElect Director James A. Runde 1h

Mgmt ForForForElect Director Ronald L. Sargent 1i

Mgmt ForForForElect Director Bobby S. Shackouls 1j

Mgmt ForForForElect Director Mark S. Sutton 1k


2



4


5

Voter Rationale: A vote FOR this proposal is warranted, as increased disclosure on the impacts associated with the continued usage of non-recyclable packaging would aid investors in assessing company management of these risks.




The Kroger Co.


VotingPolicy Rec

Vote Instruction

SH ForForAgainstAssess Benefits of Adopting Renewable Energy Goals

6

Voter Rationale: A vote FOR this proposal is warranted, as Kroger could provide additional information on policies and practices that the company has implemented to proactively monitor and address climate change risk. In addition, the company could provide more information on its renewable energy sourcing and its GHG emissions performance.

SH ForForAgainstAdopt Policy and Plan to Eliminate Deforestation in Supply Chain

7



TripAdvisor, Inc.



Country: USA



Ticker: TRIP



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Gregory B. Maffei Mgmt For Refer Withhold

Voter Rationale: WITHHOLD votes are warranted for non-independent director nominees Gregory Maffei, Albert Rosenthaler, and Stephen Kaufer due to the company's lack of a formal nominating committee. A WITHHOLD vote is warranted for Gregory Maffei for 1) serving as a non-independent member of a key board committee and 2) serving on more than three public boards while serving as a CEO of an outside company. A vote FOR the remaining director nominees is warranted.

Mgmt WithholdReferForElect Director Stephen Kaufer 1.2


Mgmt ForForForElect Director Dipchand (Deep) Nishar 1.3


Mgmt ForForForElect Director Jeremy Philips 1.4





TripAdvisor, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Spencer M. Rascoff 1.5


Mgmt WithholdReferForElect Director Albert E. Rosenthaler 1.6


Mgmt ForForForElect Director Sukhinder Singh Cassidy 1.7


Mgmt ForForForElect Director Robert S. Wiesenthal 1.8




Aon plc



Country: United Kingdom


Primary Security ID: G0408V102

Ticker: AON



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Lester B. Knight Mgmt For For For

Mgmt ForForForElect Director Gregory C. Case 1.2

Mgmt ForForForElect Director Jin-Yong Cai 1.3

Mgmt ForForForElect Director Fulvio Conti 1.4

Mgmt ForForForElect Director Cheryl A. Francis 1.5

Mgmt ForForForElect Director J. Michael Losh 1.6

Mgmt ForForForElect Director Robert S. Morrison 1.7




Aon plc


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Richard B. Myers 1.8

Mgmt ForForForElect Director Richard C. Notebaert 1.9

Mgmt ForForForElect Director Gloria Santona 1.10

Mgmt ForForForElect Director Carolyn Y. Woo 1.11


2


Mgmt ForForForApprove Remuneration Policy 4

Mgmt ForForForAdvisory Vote to Ratify Directors' Remuneration Report

5

Mgmt ForForForAccept Financial Statements and Statutory Reports

6

Mgmt ForForForRatify Ernst & Young LLP as Aon's Auditors 7

Mgmt ForForForRatify Ernst & Young LLP as Aon's U.K. Statutory Auditor

8

Mgmt ForForForAuthorize Board to Fix Remuneration of Auditors

9

Mgmt ForForForAuthorise Shares for Market Purchase 10

Mgmt ForForForIssue of Equity or Equity-Linked Securities with Pre-emptive Rights

11

Mgmt ForForForIssue of Equity or Equity-Linked Securities without Pre-emptive Rights

12

Mgmt ForForForApprove Political Donations 13

CarMax, Inc.



Country: USA



Ticker: KMX



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Ronald E. Blaylock Mgmt For For For

Mgmt ForForForElect Director Sona Chawla 1.2

Mgmt ForForForElect Director Alan B. Colberg 1.3

Mgmt ForForForElect Director Thomas J. Folliard 1.4




CarMax, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Jeffrey E. Garten 1.5

Mgmt ForForForElect Director Shira Goodman 1.6

Mgmt ForForForElect Director W. Robert Grafton 1.7

Mgmt ForForForElect Director Edgar H. Grubb 1.8

Mgmt ForForForElect Director William D. Nash 1.9

Mgmt ForForForElect Director Marcella Shinder 1.10

Mgmt ForForForElect Director John T. Standley 1.11

Mgmt ForForForElect Director Mitchell D. Steenrod 1.12

Mgmt ForForForElect Director William R. Tiefel 1.13



3




Voter Rationale: A vote FOR this resolution is warranted, as the company could provide additional information on its political contributions expenditures, and trade association memberships and oversight mechanisms.

Mastercard Incorporated



Country: USA



Ticker: MA



VotingPolicy Rec

Vote Instruction

1a Elect Director Richard Haythornthwaite Mgmt For For For

Mgmt ForForForElect Director Ajay Banga 1b

Mgmt ForForForElect Director Silvio Barzi 1c

Mgmt ForForForElect Director David R. Carlucci 1d

Mgmt ForForForElect Director Steven J. Freiberg 1e

Mgmt ForForForElect Director Julius Genachowski 1f

Mgmt ForForForElect Director Merit E. Janow 1g




Mastercard Incorporated


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Nancy J. Karch 1h

Mgmt ForForForElect Director Oki Matsumoto 1i

Mgmt ForForForElect Director Rima Qureshi 1j

Mgmt ForForForElect Director Jose Octavio Reyes Lagunes 1k

Mgmt ForForForElect Director Jackson Tai 1l


2

Voter Rationale: A vote AGAINST this proposal is warranted. The annual incentive funding targets were non-rigorous, as target bonus pool funding would have occurred for year-over-year declines in the two financial measures. Individual annual incentive determinations incorporate a significant degree of committee discretion and are based on highly subjective criteria rather than formula-driven. Moreover, none of the specific performance goals applicable to the CEO's relatively large equity awards are disclosed, which impedes shareholders' ability to assess the rigor of the program.




5


American International Group, Inc.



Country: USA



Ticker: AIG



VotingPolicy Rec

Vote Instruction

1a Elect Director W. Don Cornwell Mgmt For For For

Mgmt ForForForElect Director Brian Duperreault 1b

Mgmt ForForForElect Director Peter R. Fisher 1c

Mgmt ForForForElect Director John H. Fitzpatrick 1d

Mgmt ForForForElect Director William G. Jurgensen 1e

Mgmt ForForForElect Director Christopher S. Lynch 1f

Mgmt ForForForElect Director Samuel J. Merksamer 1g

Mgmt ForForForElect Director Henry S. Miller 1h

Mgmt ForForForElect Director Linda A. Mills 1i




American International Group, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Suzanne Nora Johnson 1j

Mgmt ForForForElect Director Ronald A. Rittenmeyer 1k

Mgmt ForForForElect Director Douglas M. Steenland 1l

Mgmt ForForForElect Director Theresa M. Stone 1m


2

Mgmt ForForForAmend Securities Transfer Restrictions 3

Mgmt ForForForRatify NOL Rights Plan (NOL Pill) 4


5

Signet Jewelers Limited



Country: Bermuda



Ticker: SIG

Shares Voted: 6,700


VotingPolicy Rec

Vote Instruction

1a Elect Director H. Todd Stitzer Mgmt For For For


Mgmt ForForForElect Director Virginia "Gina" Drosos 1b


MgmtElect Director Dale Hilpert *Withdrawn Resolution*

1c


Mgmt ForForForElect Director Mark Light 1d


Mgmt ForForForElect Director Helen McCluskey 1e


Mgmt ForForForElect Director Marianne Miller Parrs 1f


Mgmt ForForForElect Director Thomas Plaskett 1g





Signet Jewelers Limited


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Jonathan Sokoloff 1h


Mgmt ForForForElect Director Robert Stack 1i


Mgmt ForForForElect Director Brian Tilzer 1j


Mgmt ForForForElect Director Eugenia Ulasewicz 1k


Mgmt ForForForElect Director Russell Walls 1l



Mgmt ForForForAdvisory Vote on Executive Compensation Approach

3


Bed Bath & Beyond Inc.



Country: USA



Ticker: BBBY



VotingPolicy Rec

Vote Instruction

1a Elect Director Warren Eisenberg Mgmt For For For

Voter Rationale: Actions taken by the compensation committee following two consecutive failed say-on-pay votes do not amount to a sufficiently robust response. Also, recurring problematic pay decisions at the company perpetuate a pay-for-performance disconnect. Accordingly, a vote AGAINST compensation committee members Dean Adler, Stanley Barshay, and Victoria Morrison, is warranted. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Leonard Feinstein 1b


Mgmt ForForForElect Director Steven H. Temares 1c







VotingPolicy Rec

Vote Instruction

Mgmt AgainstReferForElect Director Dean S. Adler 1d


Mgmt AgainstReferForElect Director Stanley F. Barshay 1e


Mgmt ForForForElect Director Klaus Eppler 1f


Mgmt ForForForElect Director Patrick R. Gaston 1g


Mgmt ForForForElect Director Jordan Heller 1h


Mgmt AgainstReferForElect Director Victoria A. Morrison 1i


Mgmt ForForForElect Director Virginia P. Ruesterholz 1j









VotingPolicy Rec

Vote Instruction


3

Voter Rationale: A vote AGAINST this proposal is warranted. Actions taken by the committee in response to two consecutive failed say-on-pay votes do not adequately address the long-term disconnect between pay and performance. The magnitude of CEO pay continues to be excessive, even after reductions in target pay. His 2016 equity awards alone remained several million dollars higher than the median of total pay of CEO peers in both ISS' and the company's selected peer groups – all on the backdrop of sustained shareholder losses and deteriorating financial performance. Also troubling is the committee's continued decision to provide the CEO a guaranteed excessive base salary in place of an annual performance bonus. CEO Temares' base salary continues to dwarf peers and unduly emphasizes non-performance-based pay. His outsized base salary and equity awards together drive a long-term disconnect between pay and performance. Given the persistence of problematic pay practices and a non-robust response by the compensation committee to two consecutive failed say-on-pay votes, shareholders are also advised to vote against compensation committee members (see Item 1).




Voter Rationale: Based on an analysis of the plan amendments, a vote FOR this proposal is warranted. The proposal is on ballot solely for Section 162(m) approval, and the administering committee is fully independent.

Monogram Residential Trust, Inc.



Country: USA



Ticker: MORE



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Mark T. Alfieri Mgmt For For For

Voter Rationale: WITHHOLD votes are warranted for David Fitch, Tammy Jones, Jonathan Kempner and Timothy Pire for a materialgovernance failure. The company's governing documents do not permit shareholders to amend the bylaws, a rightthe company reserves solely to the board.A vote FOR the remaining director nominees is warranted.

Mgmt WithholdReferForElect Director David D. Fitch 1.2


Mgmt WithholdReferForElect Director Tammy K. Jones 1.3


Mgmt WithholdReferForElect Director Jonathan L. Kempner 1.4





Monogram Residential Trust, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director W. Benjamin (Ben) Moreland 1.5


Mgmt ForForForElect Director E. Alan Patton 1.6


Mgmt WithholdReferForElect Director Timothy J. Pire 1.7



2







Country: USA



Ticker: BHI



VotingPolicy Rec

Vote Instruction


Voter Rationale: There does not appear to be evidence that BHI shareholders will receive a material control premium. However, shareholders will benefit from anticipated cost and revenue synergies and the combined company's stronger competitive position. There also appear to be risks of non-approval, as there has been a misalignment between share price performance and analyst 2018 EBITDA estimates since announcement of the transaction. As such, a vote FOR this proposal is warranted.


Voter Rationale: A vote FOR this proposal is warranted, as support for the underlying transaction is warranted.

Mgmt AgainstReferForAdvisory Vote on Golden Parachutes 3

Voter Rationale: A vote AGAINST this proposal is warranted. A majority of the NEOs' equity awards will automatically accelerate upon closing of the transaction without requiring a qualifying termination. Additionally, the CEO and one other NEO is expected to receive problematic excise tax gross-ups with an estimated aggregate value of $10.7 million.






VotingPolicy Rec

Vote Instruction

Mgmt AgainstReferForApprove Omnibus Stock Plan 4


(EPSC), a vote AGAINST this proposal is warranted due to the following key factors: Plan cost is excessive The plan

allows broad discretion to accelerate vesting

Mgmt ForReferForApprove Material Terms of the Executive Officer Performance Goals

5

Voter Rationale: A vote FOR this proposal is warranted to enable the company to receive a business expense deduction due to favorable tax treatment attributable to Section 162(m).

Delta Air Lines, Inc.



Country: USA



Ticker: DAL



VotingPolicy Rec

Vote Instruction

1a Elect Director Edward H. Bastian Mgmt For For For


Mgmt ForForForElect Director Francis S. Blake 1b


Mgmt ForForForElect Director Daniel A. Carp 1c


Mgmt ForForForElect Director David G. DeWalt 1d


Mgmt ForForForElect Director William H. Easter, III 1e


Mgmt ForForForElect Director Mickey P. Foret 1f


Mgmt ForForForElect Director Jeanne P. Jackson 1g


Mgmt ForForForElect Director George N. Mattson 1h





Delta Air Lines, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Douglas R. Ralph 1i


Mgmt ForForForElect Director Sergio A.L. Rial 1j


Mgmt ForForForElect Director Kathy N. Waller 1k



2



ONEOK, Inc.



Country: USA



Ticker: OKE



VotingPolicy Rec

Vote Instruction

1 Issue Shares in Connection with the Merger Mgmt For Refer For

Voter Rationale: A vote FOR this proposal is warranted in light of the strategic rationale and the potential synergies realizable by the combined company.

Mgmt ForReferForIncrease Authorized Common Stock 2

Voter Rationale: A vote FOR this proposal is warranted, as the size of the proposed increase does not exceed the allowable threshold and there are no significant concerns about the company's past use of authorized shares.


Voter Rationale: A vote FOR this proposal is warranted, as support for the underlying proposals is warranted.

Pebblebrook Hotel Trust



Country: USA



Ticker: PEB







VotingPolicy Rec

Vote Instruction

1.1 Elect Director Jon E. Bortz Mgmt For For For

Voter Rationale: WITHHOLD votes are warranted for Ron Jackson, Phillip Miller, Michael Schall, and Earl Webb. The company's governing documents restrict shareholders' ability to amend the bylaws in excess of SEC Rule 14a-8. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Cydney C. Donnell 1.2


Mgmt WithholdReferForElect Director Ron E. Jackson 1.3


Mgmt WithholdReferForElect Director Phillip M. Miller 1.4


Mgmt WithholdReferForElect Director Michael J. Schall 1.5


Mgmt WithholdReferForElect Director Earl E. Webb 1.6


Mgmt ForForForElect Director Laura H. Wright 1.7





3



4

Voter Rationale: A vote FOR this proposal is warranted given that a majority vote standard in uncontested director elections will give shareholders a more meaningful voice and improve director accountability.






VotingPolicy Rec

Vote Instruction



vote summary report - nmerb 2017 proxy voting report.pdf · 2018-04-10 · 1i elect director lubna...

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