vote summary report north america april 2019 · 2020-06-09 · 1.6 elect director martin s....

April 2019 North America Voting Report

Voting report Legal & General Investment Management

No warranty is given and no representation is made regarding the accuracy or completeness of the content of this report, and no liability or responsibility is accepted for the information contained in this report.

Registered Offce: Legal & General Investment Management Limited One Coleman Street London EC2R 5AA

+44 (0) 20 3124 4444

Authorised and Regulated by the Financial Conduct Authority Copyright© Legal & General Investment Management 2019

Vote Summary Report Date range covered: 04/01/2019 to 04/30/2019

Broadcom Inc.

Meeting Date: 04/01/2019 Country: USA

Meeting Type: Annual

Primary Security ID: 11135F101

Ticker: AVGO

Primary ISIN: US11135F1012

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a

Elect Director Hock E. Tan

Mgmt

For

For

1b Elect Director Henry Samueli Mgmt For For

1c Elect Director Eddy W. Hartenstein Mgmt For For

1d Elect Director Diane M. Bryant Mgmt For For

1e Elect Director Gayla J. Delly Mgmt For For

1f Elect Director Check Kian Low Mgmt For For

1g Elect Director Peter J. Marks Mgmt For For

1h Elect Director Harry L. You Mgmt For For

2 Ratify PricewaterhouseCoopers LLP as

Auditors

Mgmt For For

3 Amend Qualified Employee Stock Purchase

Plan

Mgmt For For

4 Advisory Vote to Ratify Named Executive

Officers' Compensation

Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted. There are significant concerns regarding the design of CEO

Tan's PSU grant intended to cover multiple years. The grant includes multiple vesting opportunities and performance

conditions that are not particularly rigorous.

Bank of Montreal

Meeting Date: 04/02/2019 Country: Canada


Primary Security ID: 063671101

Ticker: BMO

Primary ISIN: CA0636711016

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Janice M. Babiak Mgmt For For

1.2 Elect Director Sophie Brochu

Mgmt

For

For

1.3 Elect Director Craig W. Broderick

Mgmt

For

For

1.4 Elect Director George A. Cope

Mgmt

For

For


Bank of Montreal

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

1.5

Elect Director Christine A. Edwards

Mgmt

For

For

1.6 Elect Director Martin S. Eichenbaum Mgmt For For

1.7 Elect Director Ronald H. Farmer Mgmt For Withhold

Blended Rationale: Independence: A vote against is applied as LGIM expects a board to be regularly refreshed in order to

maintain independence, relevant skills, experience and diversity.

1.8 Elect Director David Harquail Mgmt For For

1.9 Elect Director Linda S. Huber Mgmt For For

1.10 Elect Director Eric R. La Fleche Mgmt For For

1.11 Elect Director Lorraine Mitchelmore Mgmt For For

1.12 Elect Director Philip S. Orsino Mgmt For For

1.13 Elect Director J. Robert S. Prichard Mgmt For For

1.14 Elect Director Darryl White Mgmt For For

1.15 Elect Director Don M. Wilson III Mgmt For For

2 Ratify KPMG LLP as Auditors Mgmt For For

3 Advisory Vote on Executive Compensation

Approach

Mgmt For For

Shareholder Proposals Mgmt

4 SP 1: Creation of a New Technology

Committee

SH Against Against

5 SP 2: Disclose The Equity Ratio Used by the

Compensation Committeeas Part of its

Compensation-Setting Process

SH Against For

Hewlett Packard Enterprise Company



Primary Security ID: 42824C109

Ticker: HPE

Primary ISIN: US42824C1099

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Daniel Ammann Mgmt For For

1b Elect Director Michael J. Angelakis

Mgmt

For

For

1c Elect Director Pamela L. Carter

Mgmt

For

For

1d Elect Director Jean M. Hobby

Mgmt

For

For


Hewlett Packard Enterprise Company

Proposal Vote


1e

Elect Director Raymond J. Lane

Mgmt

For

For

1f Elect Director Ann M. Livermore Mgmt For For

1g Elect Director Antonio F. Neri Mgmt For For

1h Elect Director Raymond E. Ozzie Mgmt For For

1i Elect Director Gary M. Reiner Mgmt For For

1j Elect Director Patricia F. Russo Mgmt For Against

Blended Rationale: Board mandates - A vote against is applied as LGIM expects a CEO or Non-Executive Directors not to hold

too many external roles to ensure they can undertake their duties effectively.

1k Elect Director Lip-Bu Tan Mgmt For Against

Blended Rationale: Board mandates - A vote against is applied as LGIM expects a CEO or Non-Executive Directors not to hold


1l Elect Director Mary Agnes Wilderotter Mgmt For For

2 Ratify Ernst & Young LLP as Auditors Mgmt For For



Mgmt For For

4 Provide Right to Act by Written Consent SH Against Against

Canadian Imperial Bank of Commerce




Ticker: CM


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Brent S. Belzberg Mgmt For For

1.2 Elect Director Nanci E. Caldwell

Mgmt

For

Withhold

Blended Rationale: Board mandates: A vote against is applied as LGIM expects a CEO or Non-Executive Directors not to hold


1.3 Elect Director Michelle L. Collins Mgmt For For

1.4 Elect Director Patrick D. Daniel Mgmt For For

1.5 Elect Director Luc Desjardins Mgmt For For

1.6 Elect Director Victor G. Dodig Mgmt For For


Canadian Imperial Bank of Commerce

Proposal Vote


1.7 Elect Director Linda S. Hasenfratz Mgmt For Withhold


too many external roles to ensure they can undertake their duties effectively.Independence: A vote against is applied as LGIM

expects a board to be regularly refreshed in order to maintain independence, relevant skills, experience and diversity.

1.8 Elect Director Kevin J. Kelly Mgmt For For

1.9 Elect Director Christine E. Larsen Mgmt For For

1.10 Elect Director Nicholas D. Le Pan Mgmt For For

1.11 Elect Director John P. Manley Mgmt For Withhold



1.12 Elect Director Jane L. Peverett Mgmt For For

1.13 Elect Director Katharine B. Stevenson Mgmt For For

1.14 Elect Director Martine Turcotte Mgmt For For

1.15 Elect Director Barry L. Zubrow Mgmt For For



Approach

Mgmt For For


4 SP 1: Approve Disclosure of Compensation

Ratio

SH Against For

Blended Rationale: A vote in favour is applied as we expect companies to consider the pay ratio when setting compensation

and to disclose this to shareholders.

5 SP 2: Approve Creation of New Technologies SH

Committee

Against Against

Goldcorp, Inc.


Meeting Type: Special


Ticker: G


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Approve Acquisition by Newmont Mining

Corporation

Mgmt For For


Harris Corporation




Ticker: HRS

Primary ISIN: US4138751056

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Issue Shares in Connection with Merger Mgmt For For

2 Amend Charter

Mgmt

For

For

3 Advisory Vote on Golden Parachutes

Mgmt

For

For

4 Adjourn Meeting

Mgmt

For

For

L3 Technologies, Inc.




Ticker: LLL


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Approve Merger Agreement Mgmt For For

2 Advisory Vote on Golden Parachutes

Mgmt

For

For

3 Adjourn Meeting

Mgmt

For

For

Royal Bank of Canada




Ticker: RY


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Andrew A. Chisholm Mgmt For For

1.2 Elect Director Jacynthe Cote

Mgmt

For

For

1.3 Elect Director Toos N. Daruvala

Mgmt

For

For


Royal Bank of Canada

Proposal Vote


1.4

Elect Director David F. Denison

Mgmt

For

For

1.5 Elect Director Alice D. Laberge Mgmt For For

1.6 Elect Director Michael H.McCain Mgmt For For

1.7 Elect Director David McKay Mgmt For For

1.8 Elect Director Heather Munroe-Blum Mgmt For For

1.9 Elect Director Kathleen Taylor Mgmt For For

1.10 Elect Director Bridget A. van Kralingen Mgmt For For

1.11 Elect Director Thierry Vandal Mgmt For For

1.12 Elect Director Jeffery Yabuki Mgmt For For


Auditors

Mgmt For For


Approach

Mgmt For For


4 SP 1: Disclose The Equity Ratio Used By The

Compensation Committee in its


SH Against For

5 SP 2: Approve Creation of New Technologies

Committee

SH Against Against

The Toronto-Dominion Bank




Ticker: TD


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director William E. Bennett

Mgmt

For

For

1.2 Elect Director Amy W. Brinkley Mgmt For For

1.3 Elect Director Brian C. Ferguson Mgmt For For

1.4 Elect Director Colleen A. Goggins Mgmt For For

1.5 Elect Director Mary Jo Haddad Mgmt For For

1.6 Elect Director Jean-Rene Halde Mgmt For For

1.7 Elect Director David E. Kepler Mgmt For For


The Toronto-Dominion Bank

Proposal Vote


1.8 Elect Director Brian M. Levitt Mgmt For Withhold



1.9 Elect Director Alan N. MacGibbon Mgmt For For

1.10 Elect Director Karen E. Maidment

Mgmt

For

For

1.11 Elect Director Bharat B. Masrani

Mgmt

For

For

1.12 Elect Director Irene R. Miller

Mgmt

For

For

1.13 Elect Director Nadir H. Mohamed

Mgmt

For

For

1.14 Elect Director Claude Mongeau

Mgmt

For

For

2 Ratify Ernst & Young LLP as Auditors

Mgmt

For

For


Approach

Shareholder Proposals

Mgmt

Mgmt

For

For

4 SP A: Request, Evaluate and Consider GHG SH

Emissions, Stop Financing Existing Energy

Projects That Emit or Enable Significant

GHGs, Among Other Things

5 SP B: Disclose Equity Ratio Used By the SH

Compensation Committee In Determining

Compensation

Against

Against

Against

For

Synopsys, Inc.




Ticker: SNPS


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director Aart J. de Geus

Mgmt

For

For

1.2 Elect Director Chi-Foon Chan Mgmt For For

1.3 Elect Director Janice D. Chaffin Mgmt For For

1.4 Elect Director Bruce R. Chizen Mgmt For For

1.5 Elect Director Mercedes Johnson Mgmt For For

1.6 Elect Director Chrysostomos L. "Max" Nikias Mgmt For Withhold

Blended Rationale: A vote against is applied as LGIM has had concerns with the remuneration policy for 3 years.


Synopsys, Inc.

Proposal Vote


1.7 Elect Director John Schwarz Mgmt For Withhold

Blended Rationale: A vote against is applied as LGIM expects a board to be regularly refreshed in order to maintain relevant

skills, experience and diversity.

1.8 Elect Director Roy Vallee Mgmt For Withhold

Blended Rationale: A vote against is applied as LGIM expects a board to be regularly refreshed in order to maintain

independence, relevant skills, experience and diversity.

1.9 Elect Director Steven C. Walske Mgmt For For

2 Amend Omnibus Stock Plan Mgmt For For



Mgmt For Against

Blended Rationale: Remuneration: Performance period. A vote against is applied as LGIM expects remuneration to be measured

over at least a 3 year performance period.Remuneration: Performance conditions. A vote against is applied as LGIM expects a

sufficient portion of awards to be assessed against performance conditions to ensure alignment of remuneration with company

performance.


The Goodyear Tire & Rubber Company




Ticker: GT


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a

Elect Director James A. Firestone

Mgmt

For

For

1b Elect Director Werner Geissler Mgmt For For

1c Elect Director Peter S. Hellman Mgmt For For

1d Elect Director Laurette T. Koellner Mgmt For For

1e Elect Director Richard J. Kramer Mgmt For For

1f Elect Director W. Alan McCollough Mgmt For For

1g Elect Director John E. McGlade Mgmt For For

1h Elect Director Michael J. Morell Mgmt For For

1i Elect Director Roderick A. Palmore Mgmt For For

1j Elect Director Stephanie A. Streeter Mgmt For For

1k Elect Director Thomas H. Weidemeyer Mgmt For For


The Goodyear Tire & Rubber Company

Proposal Vote


1l Elect Director Michael R. Wessel Mgmt For For

1m Elect Director Thomas L. Williams

Mgmt

For

For



3 Ratify PricewaterhouseCoopers LLP as Auditor

Mgmt

Mgmt

For

For

For

Against

Blended Rationale: Auditor tenure: A vote against is applied as LGIM expects the role of the external auditor to be put to tender

on a regular basis.

4 Require Independent Board Chairman SH Against For

Blended Rationale: Joint Chair/CEO: A vote in favour is applied as LGIM expects companies to establish the role of independent

Board Chair.

IQVIA Holdings, Inc.




Ticker: IQV


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Carol J. Burt Mgmt For For

1.2 Elect Director John P. Connaughton

Mgmt

For

Withhold

Blended Rationale: A WITHHOLD vote for John Connaughton and John Danhakl is warranted, as the only members of the

compensation committee on this year's ballot. CEO pay remained relatively high, following a significant retention grant in 2017.

Furthermore, previously identified pay program issues continued into FY18 including relatively high annual incentive payouts

that again are largely determined at the discretion of the compensation committee based on a qualitative individual

performance assessment despite near-target performance relative to the disclosed financial goals.

1.3 Elect Director John G. Danhakl Mgmt For Withhold

Blended Rationale: Classified Board: A vote against is applied as LGIM supports a declassified board as directors should stand

for re-election on an annual basis.A WITHHOLD vote for John Connaughton and John Danhakl is warranted, as the only

members of the compensation committee on this year's ballot. CEO pay remained relatively high, following a significant

retention grant in 2017. Furthermore, previously identified pay program issues continued into FY18 including relatively high

annual incentive payouts that again are largely determined at the discretion of the compensation committee based on a

qualitative individual performance assessment despite near-target performance relative to the disclosed financial goals.

1.4 Elect Director James A. Fasano Mgmt For For


Auditors

Mgmt

For

For


The Bank of New York Mellon Corporation




Ticker: BK


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a

Elect Director Steven D. Black

Mgmt

For

For

1b Elect Director Linda Z. Cook Mgmt For For

1c Elect Director Joseph J. Echevarria Mgmt For For

1d Elect Director Edward P. Garden Mgmt For For

1e Elect Director Jeffrey A. Goldstein Mgmt For For

1f Elect Director John M. Hinshaw Mgmt For For

1g Elect Director Edmund F. "Ted" Kelly Mgmt For For

1h Elect Director Jennifer B. Morgan Mgmt For For

1i Elect Director Elizabeth E. Robinson Mgmt For For

1j Elect Director Charles W. Scharf Mgmt For For

1k Elect Director Samuel C. Scott, III Mgmt For For

1l Elect Director Alfred "Al" W. Zollar Mgmt For For



Mgmt For For


4 Provide Right to Act by Less than Unanimous

Written Consent

Mgmt For For

5 Approve Omnibus Stock Plan Mgmt For For

6 Report on Gender Pay Gap SH Against For

Blended Rationale: Transparency: A vote in favour is applied as LGIM expects companies to disclose meaningful information on

its gender pay gap and the initiatives it is applying to close any stated gap.

The Bank of Nova Scotia




Ticker: BNS



The Bank of Nova Scotia

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Nora A. Aufreiter Mgmt For For

1.2 Elect Director Guillermo E. Babatz Mgmt For For

1.3 Elect Director Scott B. Bonham

Mgmt

For

For

1.4 Elect Director Charles H. Dallara

Mgmt

For

For

1.5 Elect Director Tiff Macklem

Mgmt

For

For

1.6 Elect Director Michael D. Penner

Mgmt

For

For

1.7 Elect Director Brian J. Porter

Mgmt

For

For

1.8 Elect Director Una M. Power

Mgmt

For

For

1.9 Elect Director Aaron W. Regent

Mgmt

For

For

1.10 Elect Director Indira V. Samarasekera

Mgmt

For

For

1.11 Elect Director Susan L. Segal

Mgmt

For

For

1.12 Elect Director Barbara S. Thomas

Mgmt

For

For

1.13 Elect Director L. Scott Thomson

Mgmt

For

For

1.14 Elect Director Benita M. Warmbold

Mgmt

For

For

2 Ratify KPMG LLP as Auditors

Mgmt

For

For


Approach

Shareholder Proposals

Mgmt

Mgmt

For

For

4 SP 1: Revision to Human Rights Policies SH

Against

Against

5 SP 2: Disclose Equity Ratio Used by SH

Compensation Committee In


6 SP 3: Approve Creation of a New Technology SH

Committee

Against

Against

For

Against

Lennar Corporation




Ticker: LEN



Lennar Corporation

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Rick Beckwitt Mgmt For Withhold



1.2 Elect Director Irving Bolotin Mgmt For For

1.3 Elect Director Steven L. Gerard

Mgmt

For

Withhold


too many external roles to ensure they can undertake their duties effectively.Independence: A vote against is applied as LGIM

expects a board to be regularly refreshed in order to maintain independence, relevant skills, experience and

diversity.Remuneration: A vote against is applied as LGIM has had concerns with the remuneration policy for 3 years.

1.4 Elect Director Tig Gilliam Mgmt For For

1.5 Elect Director Sherrill W. Hudson Mgmt For For

1.6 Elect Director Jonathan M. Jaffe Mgmt For For

1.7 Elect Director Sidney Lapidus Mgmt For Withhold



1.8 Elect Director Teri P. McClure Mgmt For For

1.9 Elect Director Stuart Miller Mgmt For For

1.10 Elect Director Armando Olivera Mgmt For For

1.11 Elect Director Jeffrey Sonnenfeld Mgmt For For

1.12 Elect Director Scott Stowell Mgmt For For

2 Ratify Deloitte & Touche LLP as Auditor Mgmt For For



Mgmt For Against

Blended Rationale: Remuneration: Uncapped. A vote against is applied as LGIM expects all incentive plans to be capped either

as a percentage of salary or a fixed number of shares.

4 Require a Majority Vote for the Election of SH

Directors

Against For

Blended 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.

Adobe Inc.




Ticker: ADBE



Adobe Inc.

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Amy L. Banse Mgmt For For

1b Elect Director Frank A. Calderoni Mgmt For Against

Blended Rationale: Rationale: Board mandates - A vote against is applied as LGIM expects a CEO or Non-Executive Directors

not to hold too many external roles to ensure they can undertake their duties effectively.

1c Elect Director James E. Daley Mgmt For Against



1d Elect Director Laura B. Desmond Mgmt For For

1e Elect Director Charles M. Geschke Mgmt For For

1f Elect Director Shantanu Narayen Mgmt For For

1g Elect Director Kathleen Oberg Mgmt For For

1h Elect Director Dheeraj Pandey Mgmt For For

1i Elect Director David A. Ricks Mgmt For For

1j Elect Director Daniel L. Rosensweig Mgmt For For

1k Elect Director John E. Warnock Mgmt For For


3 Ratify KPMG LLP as Auditors Mgmt For Against


on a regular basis.



5 Report on Gender Pay Gap

Mgmt

SH

For

Against

For

For



Fairfax Financial Holdings Ltd.




Ticker: FFH



Fairfax Financial Holdings Ltd.

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Anthony F. Griffiths Mgmt For Withhold


maintain independence, relevant skills, experience and diversity.Remuneration: A vote against has been applied as LGIM

expects companies to obtain annual shareholder approval of executive directorsâ?? pay and non-executive directorsâ??

fees.Remuneration: Performance conditions. A vote against is applied as LGIM expects a sufficient portion of awards to be

assessed against performance conditions to ensure alignment of remuneration with company performance.Remuneration:

Performance period. A vote against is applied as LGIM expects remuneration to be measured over at least a 3 year

performance period.

1.2 Elect Director Robert J. Gunn Mgmt For For

1.3 Elect Director Alan D. Horn Mgmt For For

1.4 Elect Director Karen L. Jurjevich Mgmt For For

1.5 Elect Director R. William McFarland Mgmt For For

1.6 Elect Director Christine N. McLean Mgmt For For

1.7 Elect Director John R.V. Palmer Mgmt For For

1.8 Elect Director Timothy R. Price Mgmt For For

1.9 Elect Director Brandon W. Sweitzer Mgmt For For

1.10 Elect Director Lauren C. Templeton Mgmt For For

1.11 Elect Director Benjamin P. Watsa Mgmt For For

1.12 Elect Director V. Prem Watsa Mgmt For For


Auditors

Mgmt For Withhold


on a regular basis.

Newmont Mining Corporation




Ticker: NEM


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Increase Authorized Common Stock Mgmt For For

2 Issue Shares in Connection with Arrangement

Agreement

Mgmt

For

For


Newmont Mining Corporation

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

3 Adjourn Meeting Mgmt For For

Bristol-Myers Squibb Company


Meeting Type: Proxy Contest


Ticker: BMY


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

Management Proxy Mgmt

1 Issue Shares in Connection with Merger

Mgmt

For

For

2 Adjourn Meeting

Mgmt

For

For

Dissident Proxy (Blue Proxy Card) Mgmt

1 Issue Shares in Connection with Merger

2 Adjourn Meeting

Mgmt

Mgmt

Against

Against

Do Not

Vote

Do Not

Vote

Celgene Corporation




Ticker: CELG


Proposal Vote


1

Approve Merger Agreement

Mgmt

For

For

2 Adjourn Meeting Mgmt For For

3 Advisory Vote on Golden Parachutes Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted. Although NEOs' severance and equity treatment do not raise

significant concerns, two NEOs are eligible for problematic excise tax gross-ups. Such gross-ups are out of line with prevailing

market practice.


Citigroup Inc.




Ticker: C


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a

Elect Director Michael L. Corbat

Mgmt

For

For

1b Elect Director Ellen M. Costello Mgmt For For

1c Elect Director Barbara J. Desoer Mgmt For For

1d Elect Director John C. Dugan Mgmt For For

1e Elect Director Duncan P. Hennes Mgmt For For

1f Elect Director Peter B. Henry Mgmt For For

1g Elect Director S. Leslie Ireland Mgmt For For

1h Elect Director Lew W. (Jay) Jacobs, IV Mgmt For For

1i Elect Director Renee J. James Mgmt For For

1j Elect Director Eugene M. McQuade Mgmt For For

1k Elect Director Gary M. Reiner Mgmt For For

1l Elect Director Diana L. Taylor Mgmt For For

1m Elect Director James S. Turley Mgmt For For

1n Elect Director Deborah C. Wright Mgmt For For

1o Elect Director Ernesto Zedillo Ponce de Leon Mgmt For For



on a regular basis.



Mgmt For For


5 Amend Proxy Access Right SH Against For

Blended Rationale: Proxy access: A vote in favour is applied as LGIM expects such a proposal to at least allow for 20

shareholders in aggregate, with an aggregate holding of 3% for 3 years to nominate 20% of the board or 2 seats.

6 Prohibit Accelerated Vesting of Awards to SH

Pursue Government Service

Against For

Blended Rationale: Remuneration: A vote in favour is applied as LGIM does not support the accelerated vesting of awards as

this can impact executive decision making.


Citigroup Inc.

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

7 Reduce Ownership Threshold for SH

Shareholders to Call Special Meeting

Against For

Blended Rationale: Shareholder rights: A vote in favour is applied as the resolution is seeking to reduce the threshold below

25%.

Fifth Third Bancorp




Ticker: FITB


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director Nicholas K. Akins

Mgmt

For

For

1.2 Elect Director B. Evan Bayh, III Mgmt For For

1.3 Elect Director Jorge L. Benitez Mgmt For For

1.4 Elect Director Katherine B. Blackburn Mgmt For For

1.5 Elect Director Emerson L. Brumback Mgmt For For

1.6 Elect Director Jerry W. Burris Mgmt For For

1.7 Elect Director Greg D. Carmichael Mgmt For For

1.8 Elect Director C. Bryan Daniels Mgmt For For

1.9 Elect Director Thomas H. Harvey Mgmt For For

1.10 Elect Director Gary R. Heminger Mgmt For For

1.11 Elect Director Jewell D. Hoover Mgmt For For

1.12 Elect Director Eileen A. Mallesch Mgmt For For

1.13 Elect Director Michael B. McCallister Mgmt For Against

Blended Rationale: Remuneration: A vote against is applied as LGIM has had concerns with the remuneration policy for 3 years.

1.14 Elect Director Marsha C. Williams

Mgmt

For

For

2 Ratify Deloitte & Touche LLP as Auditor Mgmt For Against


on a regular basis.



Mgmt For Against

Blended Rationale: Remuneration: Performance conditions. A vote against is applied as LGIM expects a sufficient portion of

awards to be assessed against performance conditions to ensure alignment of remuneration with company performance.


Fifth Third Bancorp

Proposal Vote


4 Advisory Vote on Say on Pay Frequency Mgmt One Year One Year

5 Approve Omnibus Stock Plan

Mgmt

For

For

6 Authorize New Class of Preferred Stock

Mgmt

For

For

M&T Bank Corporation




Ticker: MTB


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Brent D. Baird Mgmt For Withhold



1.2 Elect Director C. Angela Bontempo Mgmt For Withhold



1.3 Elect Director Robert T. Brady Mgmt For Withhold



1.4 Elect Director T. Jefferson Cunningham, III Mgmt For For

1.5 Elect Director Gary N. Geisel Mgmt For For

1.6 Elect Director Richard S. Gold Mgmt For For

1.7 Elect Director Richard A. Grossi Mgmt For For

1.8 Elect Director John D. Hawke, Jr. Mgmt For For

1.9 Elect Director Rene F. Jones Mgmt For For

1.10 Elect Director Richard H. Ledgett, Jr. Mgmt For For

1.11 Elect Director Newton P.S. Merrill Mgmt For For

1.12 Elect Director Kevin J. Pearson Mgmt For For

1.13 Elect Director Melinda R. Rich Mgmt For For

1.14 Elect Director Robert E. Sadler, Jr. Mgmt For For


M&T Bank Corporation

Proposal Vote


1.15 Elect Director Denis J. Salamone Mgmt For Withhold

Blended Rationale: WITHHOLD votes from Denis Salamone for serving as a non-independent member of a key board

committee.

1.16 Elect Director John R. Scannell Mgmt For Withhold



1.17 Elect Director David S. Scharfstein Mgmt For For

1.18 Elect Director Herbert L. Washington Mgmt For For




Mgmt For Against




Auditors

Mgmt For Against


on a regular basis.

Moody's Corporation




Ticker: MCO


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Basil L. Anderson Mgmt For Against



1.2 Elect Director Jorge A. Bermudez Mgmt For For

1.3 Elect Director Therese Esperdy Mgmt For For

1.4 Elect Director Vincent A. Forlenza Mgmt For For

1.5 Elect Director Kathryn M. Hill Mgmt For For

1.6 Elect Director Raymond W. McDaniel, Jr. Mgmt For For

1.7 Elect Director Henry A. McKinnell, Jr. Mgmt For For

1.8 Elect Director Leslie F. Seidman Mgmt For For


Moody's Corporation

Proposal Vote


1.9 Elect Director Bruce Van Saun Mgmt For For

1.10 Elect Director Gerrit Zalm

Mgmt

For

For

2 Ratify KPMG LLP as Auditor

Mgmt

For

For



Mgmt

For

For

Public Service Enterprise Group Incorporated




Ticker: PEG


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Willie A. Deese Mgmt For For

1.2 Elect Director William V. Hickey

Mgmt

For

For

1.3 Elect Director Ralph Izzo

Mgmt

For

For

1.4 Elect Director Shirley Ann Jackson

Mgmt

For

Against



1.5 Elect Director David Lilley Mgmt For For

1.6 Elect Director Barry H. Ostrowsky Mgmt For For

1.7 Elect Director Laura A. Sugg Mgmt For For

1.8 Elect Director Richard J. Swift Mgmt For For

1.9 Elect Director Susan Tomasky Mgmt For For

1.10 Elect Director Alfred W. Zollar Mgmt For For



Mgmt For For

3 Ratify Deloitte & Touche LLP as Auditors Mgmt For Against


on a regular basis.


U.S. Bancorp




Ticker: USB


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a

Elect Director Warner L. Baxter

Mgmt

For

For

1b Elect Director Dorothy J. Bridges Mgmt For For

1c Elect Director Elizabeth L. Buse Mgmt For For

1d Elect Director Marc N. Casper Mgmt For For

1e Elect Director Andrew Cecere Mgmt For Against

Blended Rationale: A vote against is applied following engagement under LGIM’s Climate Impact Pledge. Specific asks were

made and assessed and not met.

1f Elect Director Arthur D. Collins, Jr. Mgmt For Against



1g Elect Director Kimberly J. Harris Mgmt For For

1h Elect Director Roland A. Hernandez

Mgmt

For

Against



1i Elect Director Doreen Woo Ho Mgmt For For

1j Elect Director Olivia F. Kirtley Mgmt For For

1k Elect Director Karen S. Lynch Mgmt For For

1l Elect Director Richard P. McKenney Mgmt For For

1m Elect Director Yusuf I. Mehdi Mgmt For For

1n Elect Director David B. O'Maley Mgmt For Against



1o Elect Director O'dell M. Owens Mgmt For For

1p Elect Director Craig D. Schnuck

Mgmt

For

For

1q Elect Director Scott W. Wine

Mgmt

For

Against






Mgmt

For

For


Whirlpool Corporation




Ticker: WHR


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Samuel R. Allen Mgmt For Against

Blended Rationale: Joint Chairman/CEO: A vote against is applied as LGIM expects companies not to recombine the roles of

Board Chair and CEO without prior shareholder approval.

1b Elect Director Marc R. Bitzer Mgmt For For

1c Elect Director Greg Creed Mgmt For For

1d Elect Director Gary T. DiCamillo Mgmt For For

1e Elect Director Diane M. Dietz Mgmt For For

1f Elect Director Gerri T. Elliott Mgmt For For

1g Elect Director Michael F. Johnston Mgmt For Against


maintain independence, relevant skills, experience and diversity.Remuneration: A vote against is applied as LGIM has had

concerns with the remuneration policy for 3 years.

1h Elect Director John D. Liu Mgmt For For

1i Elect Director James M. Loree Mgmt For For

1j Elect Director Harish Manwani Mgmt For For

1k Elect Director William D. Perez Mgmt For For

1l Elect Director Larry O. Spencer Mgmt For For

1m Elect Director Michael D. White Mgmt For For



Mgmt For Against



3 Ratify Ernst & Young LLP as Auditors Mgmt For Against


on a regular basis.

Commerce Bancshares, Inc. (Missouri)




Ticker: CBSH



Commerce Bancshares, Inc. (Missouri)

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Earl H. Devanny, III Mgmt For Withhold


1.2 Elect Director Benjamin F. Rassieur, III

Mgmt

For

Withhold



1.3 Elect Director Todd R. Schnuck Mgmt For For

1.4 Elect Director Andrew C. Taylor

Mgmt

For

Withhold


maintain independence, relevant skills, experience and diversity.Average board tenure: A vote against is applied as LGIM

expects a board to be regularly refreshed in order to maintain relevant skills, experience and diversity.Classified Board: A vote

against is applied as LGIM supports a declassified board as directors should stand for re-election on an annual basis.

2 Ratify KPMG LLP as Auditor Mgmt For Against


on a regular basis.



Mgmt For Against




performance.Remuneration: Uncapped. A vote against is applied as LGIM expects all incentive plans to be capped either as a

percentage of salary or a fixed number of shares.

4 Increase Authorized Common Stock Mgmt For For

Stanley Black & Decker, Inc.




Ticker: SWK


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Andrea J. Ayers Mgmt For For

1.2 Elect Director George W. Buckley

Mgmt

For

Against




Stanley Black & Decker, Inc.

Proposal Vote


1.3 Elect Director Patrick D. Campbell Mgmt For Against



1.4 Elect Director Carlos M. Cardoso Mgmt For For

1.5 Elect Director Robert B. Coutts Mgmt For For

1.6 Elect Director Debra A. Crew Mgmt For For

1.7 Elect Director Michael D. Hankin Mgmt For For

1.8 Elect Director James M. Loree Mgmt For For

1.9 Elect Director James H. Scholefield Mgmt For For

1.10 Elect Director Dmitri L. Stockton Mgmt For For



Mgmt For Against




performance.



on a regular basis.

4 Approve Qualified Employee Stock Purchase

Plan

Mgmt For For

The Sherwin-Williams Company




Ticker: SHW


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director Kerrii B. Anderson

Mgmt

For

For

1.2 Elect Director Arthur F. Anton Mgmt For For

1.3 Elect Director Jeff M. Fettig Mgmt For For

1.4 Elect Director David F. Hodnik Mgmt For For

1.5 Elect Director Richard J. Kramer Mgmt For For

1.6 Elect Director Susan J. Kropf Mgmt For For


The Sherwin-Williams Company

Proposal Vote


1.7

Elect Director John G. Morikis

Mgmt

For

For

1.8 Elect Director Christine A. Poon Mgmt For For

1.9 Elect Director John M. Stropki Mgmt For For

1.10 Elect Director Michael H. Thaman Mgmt For For

1.11 Elect Director Matthew Thornton, III Mgmt For For

1.12 Elect Director Steven H. Wunning Mgmt For For



Mgmt For For

3 Ratify Ernst & Young LLP as Auditor Mgmt For Against


on a regular basis.

AGNC Investment Corp.



Primary Security ID: 00123Q104

Ticker: AGNC

Primary ISIN: US00123Q1040

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director Gary D. Kain

Mgmt

For

For

1.2 Elect Director Donna J. Blank Mgmt For For

1.3 Elect Director Morris A. Davis Mgmt For For

1.4 Elect Director Larry K. Harvey *Withdrawn

Resolution*

Mgmt

1.5 Elect Director Prue B. Larocca Mgmt For For

1.6 Elect Director Paul E. Mullings Mgmt For For


AGNC Investment Corp.

Proposal Vote




Mgmt For Against


as a percentage of salary or a fixed number of shares.A vote AGAINST this proposal is warranted. The company has taken

steps to improve its program and compensation-related disclosure based on shareholder feedback relating to the 2018

say-on-pay vote, including enhancing the rigor of some metrics and increasing the amount of the CEO's pay contingent on

long-term company performance. However, the CEO's base salary and total compensation remained well above the median

CEO levels at both ISS- and company-defined peers, and CEO Kain's annual bonus alone exceeded the total median pay of

CEOs at both ISS- and company-defined peers. While these components of pay will be reduced for 2019, it appears that total

pay will remain high; in addition, concerns are noted with regard to the rigor of certain performance goals under both the

annual and long-term programs. Therefore, significant concerns remain about the company's pay-for-performance program.

Furthermore, the company accelerated its MTGE "PIP" awards, which were meant to vest over three years, in connection with

the sale of MTGE.


AutoNation, Inc.



Primary Security ID: 05329W102

Ticker: AN

Primary ISIN: US05329W1027

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Mike Jackson Mgmt For For

1.2 Elect Director Thomas J. Baltimore, Jr.

Mgmt

For

Against



1.3 Elect Director Rick L. Burdick Mgmt For Against


maintain independence, relevant skills, experience and diversity.Joint Chair/CEO: A vote against is applied as LGIM expects

companies to respond to a meaningful level of shareholder support requesting the company to implement an independent

Board Chair.

1.4 Elect Director David B. Edelson Mgmt For For

1.5 Elect Director Steven L. Gerard

Mgmt

For

Against



1.6 Elect Director Robert R. Grusky Mgmt For For

1.7 Elect Director Carl C. Liebert, III Mgmt For For

1.8 Elect Director G. Mike Mikan Mgmt For For

1.9 Elect Director Jacqueline A. Travisano Mgmt For For


AutoNation, Inc.

Proposal Vote


2 Ratify KPMG LLP as Auditor Mgmt For For

3 Require Independent Board Chairman SH

Against

For


Board Chair.

Celanese Corporation




Ticker: CE


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a

Elect Director Jean S. Blackwell

Mgmt

For

For

1b Elect Director William M. Brown Mgmt For For

1c Elect Director Edward G. Galante Mgmt For For

1d Elect Director Kathryn M. Hill Mgmt For For

1e Elect Director David F. Hoffmeister Mgmt For For

1f Elect Director Jay V. Ihlenfeld Mgmt For For

1g Elect Director Marc C. Rohr Mgmt For For

1h Elect Director Kim K. W. Rucker Mgmt For For

1i Elect Director John K. Wulff Mgmt For For



Mgmt For Against


awards to be assessed against performance conditions to ensure alignment of remuneration with company

performance.Remuneration: Performance period. A vote against is applied as LGIM expects remuneration to be measured over

at least a 3 year performance period.A vote AGAINST the proposal is warranted given problematic decisions that significantly

diminished the performance-based nature of the pay program. The company shifted from entirely performance-conditioned

equity awards to entirely time-based awards for the CEO, rendering the large majority of his pay non-performance-based. The

CEO was awarded an $8.1 million equity award that lacks any performance criteria.


4 Amend Certificate of Incorporation to Provide

Directors May Be Removed With or Without

Cause

Mgmt For For


Fiserv, Inc.




Ticker: FISV


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Issue Shares in Connection with Acquisition Mgmt For For

2 Adjourn Meeting

Mgmt

For

For

Humana Inc.




Ticker: HUM


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Kurt J. Hilzinger Mgmt For For

1b Elect Director Frank J. Bisignano

Mgmt

For

For

1c Elect Director Bruce D. Broussard

Mgmt

For

For

1d Elect Director Frank A. D'Amelio

Mgmt

For

Against



1e Elect Director Karen B. DeSalvo Mgmt For For

1f Elect Director W. Roy Dunbar

Mgmt

For

Against


1g Elect Director David A. Jones, Jr.

Mgmt

For

Against



1h Elect Director William J. McDonald Mgmt For For

1i Elect Director James J. O'Brien Mgmt For For

1j Elect Director Marissa T. Peterson Mgmt For For


Auditors

Mgmt For Against


on a regular basis.


Humana Inc.

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Mgmt For Against




Huntington Bancshares Incorporated




Ticker: HBAN


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director Lizabeth Ardisana

Mgmt

For

For

1.2 Elect Director Ann B. "Tanny" Crane Mgmt For For

1.3 Elect Director Robert S. Cubbin Mgmt For For

1.4 Elect Director Steven G. Elliott Mgmt For For

1.5 Elect Director Gina D. France Mgmt For For

1.6 Elect Director J. Michael Hochschwender Mgmt For For

1.7 Elect Director John C. "Chris" Inglis Mgmt For For

1.8 Elect Director Peter J. Kight Mgmt For For

1.9 Elect Director Katherine M. A. "Allie" Kline Mgmt For For

1.10 Elect Director Richard W. Neu Mgmt For For

1.11 Elect Director David L. Porteous Mgmt For Withhold



1.12 Elect Director Kathleen H. Ransier Mgmt For For

1.13 Elect Director Stephen D. Steinour

Mgmt

For

Withhold



2 Ratify PricewaterhouseCoopers LLP as Auditor Mgmt For For



Mgmt

For

Against




J.B. Hunt Transport Services, Inc.




Ticker: JBHT


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director Douglas G. Duncan

Mgmt

For

For

1.2 Elect Director Francesca M. Edwardson Mgmt For For

1.3 Elect Director Wayne Garrison Mgmt For For

1.4 Elect Director Sharilyn S. Gasaway Mgmt For For

1.5 Elect Director Gary C. George Mgmt For Against

Blended Rationale: Average board tenure: A vote against is applied as LGIM expects a board to be regularly refreshed in order

to maintain relevant skills, experience and diversity.Board refreshment: A vote against is applied as LGIM expects a board to be

regularly refreshed in order to maintain independence, relevant skills, experience and diversity.

1.6 Elect Director J. Bryan Hunt, Jr. Mgmt For For

1.7 Elect Director Coleman H. Peterson

Mgmt

For

Against


maintain relevant skills, experience and diversity.

1.8 Elect Director John N. Roberts, III Mgmt For For

1.9 Elect Director James L. Robo

Mgmt

For

Against


maintain relevant skills, experience and diversity.

1.10 Elect Director Kirk Thompson Mgmt For For



Mgmt

For

Against


over at least a 3 year performance period.


4 Report on Political Contributions SH Against For

Blended Rationale: Political lobbying: A vote in favour is applied as LGIM expects companies to provide sufficient disclosure on

such contributions.

PPG Industries, Inc.




Ticker: PPG



PPG Industries, Inc.

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director James G. Berges Mgmt For Against



1.2 Elect Director John V. Faraci Mgmt For For

1.3 Elect Director Gary R. Heminger

Mgmt

For

Against



1.4 Elect Director Michael H. McGarry Mgmt For For

2.1 Elect Director Steven A. Davis Mgmt For

For

2.2 Elect Director Catherine R. Smith Mgmt For

For

3 Advisory Vote to Ratify Named Executive Mgmt


For

For

4 Declassify the Board of Directors Mgmt For

For

5 Reduce Supermajority Vote Requirement Mgmt For

For

6 Ratify PricewaterhouseCoopers LLP as Auditor Mgmt For

For

The AES Corporation


Primary Security ID: 00130H105

Meeting Type: Annual Ticker: AES

Primary ISIN: US00130H1059

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Janet G. Davidson Mgmt For For

1.2 Elect Director Andres R. Gluski

Mgmt

For

Against



1.3 Elect Director Charles L. Harrington Mgmt For For

1.4 Elect Director Tarun Khanna Mgmt For For

1.5 Elect Director Holly K. Koeppel Mgmt For For

1.6 Elect Director James H. Miller Mgmt For For


The AES Corporation

Proposal Vote


1.7

Elect Director Alain Monie

Mgmt

For

For

1.8 Elect Director John B. Morse, Jr. Mgmt For For

1.9 Elect Director Moises Naim Mgmt For For

1.10 Elect Director Jeffrey W. Ubben Mgmt For For



Mgmt For For

3 Ratify Ernst & Young LLP as Auditor Mgmt For For

Genuine Parts Company




Ticker: GPC


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director Elizabeth W. Camp

Mgmt

For

For

1.2 Elect Director Paul D. Donahue Mgmt For For

1.3 Elect Director Gary P. Fayard Mgmt For For

1.4 Elect Director Thomas C. Gallagher Mgmt For For

1.5 Elect Director P. Russell Hardin Mgmt For For

1.6 Elect Director John R. Holder Mgmt For For

1.7 Elect Director Donna W. Hyland Mgmt For For

1.8 Elect Director John D. Johns Mgmt For Withhold



1.9 Elect Director Robert C. "Robin" Loudermilk,

Jr.

1.10 Elect Director Wendy B. Needham

Mgmt

Mgmt

For

For

For

Withhold



1.11 Elect Director E. Jenner Wood, III Mgmt For For



Mgmt

For

Against




Genuine Parts Company

Proposal Vote




on a regular basis.

American Electric Power Co., Inc.




Ticker: AEP


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director Nicholas K. Akins

Mgmt

For

For

1.2 Elect Director David J. Anderson Mgmt For For

1.3 Elect Director J. Barnie Beasley, Jr. Mgmt For For

1.4 Elect Director Ralph D. Crosby, Jr. Mgmt For For

1.5 Elect Director Linda A. Goodspeed Mgmt For For

1.6 Elect Director Thomas E. Hoaglin Mgmt For For

1.7 Elect Director Sandra Beach Lin Mgmt For For

1.8 Elect Director Margaret M. McCarthy Mgmt For For

1.9 Elect Director Richard C. Notebaert Mgmt For For

1.10 Elect Director Lionel L. Nowell, III Mgmt For Against



1.11 Elect Director Stephen S. Rasmussen Mgmt For For

1.12 Elect Director Oliver G. Richard, III Mgmt For For

1.13 Elect Director Sara Martinez Tucker Mgmt For For


Auditors

Mgmt For For

3 Eliminate Preemptive Rights Mgmt For For



Mgmt For For


Centene Corporation



Primary Security ID: 15135B101

Ticker: CNC

Primary ISIN: US15135B1017

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1A Elect Director Orlando Ayala Mgmt For For

1B Elect Director John R. Roberts

Mgmt

For

Against



1C Elect Director Tommy G. Thompson Mgmt For Against


for re-election on an annual basis.Board mandates: A vote against is applied as LGIM expects a CEO or Non-Executive Directors


2 Advisory Vote to Ratify Named Executive Mgmt For For

3


Ratify KPMG LLP as Auditors

Mgmt

For

For

4 Report on Political Contributions SH Against For


such contributions.

Charter Communications, Inc.



Primary Security ID: 16119P108

Ticker: CHTR

Primary ISIN: US16119P1084

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director W. Lance Conn Mgmt For Against

Blended Rationale: Remuneration: A vote against has been applied as LGIM expects companies to obtain annual shareholder

approval of executive directorsâ?? pay and non-executive directorsâ?? fees.Remuneration: Performance conditions. A vote

against is applied as LGIM expects a sufficient portion of awards to be assessed against performance conditions to ensure

alignment of remuneration with company performance.Remuneration: Performance period. A vote against is applied as LGIM

expects remuneration to be measured over at least a 3 year performance period.

1b Elect Director Kim C. Goodman Mgmt For For

1c Elect Director Craig A. Jacobson

Mgmt

For

For


Charter Communications, Inc.

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1d Elect Director Gregory B. Maffei Mgmt For Against


too many external roles to ensure they can undertake their duties effectively.A vote AGAINST Gregory Maffei is warranted for

serving on more than three public boards while serving as a CEO of four outside companies.

1e Elect Director John D. Markley, Jr. Mgmt For For

1f Elect Director David C. Merritt

Mgmt

For

For

1g Elect Director James E. Meyer

Mgmt

For

Against



1h Elect Director Steven A. Miron Mgmt For For

1i Elect Director Balan Nair

Mgmt

For

Against



1j Elect Director Michael A. Newhouse Mgmt For For

1k Elect Director Mauricio Ramos Mgmt For For

1l Elect Director Thomas M. Rutledge Mgmt For For

1m Elect Director Eric L. Zinterhofer Mgmt For Against



2 Approve Omnibus Stock Plan Mgmt For Against

Blended 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):- The plan permits repricing

and/or exchange of grants without shareholder approval (overriding factor)- Plan cost is excessive- Performance awards may

vest at maximum following a change in control- The plan permits liberal recycling of shares- The plan allows broad discretion

to accelerate vesting


4 Adopt Proxy Access Right

SH Against

For

Blended Rationale: A vote FOR this proposal is warranted given that the adoption of proxy access would enhance unaffiliated

shareholders' rights and the proposal includes appropriate safeguards.

5 Report on Sustainability SH Against For

Blended Rationale: Transparency: A vote in favour is applied as LGIM supports proposals related to reporting on sustainability

issues as we consider these disclosures to be material information for investors.

Comerica Incorporated




Ticker: CMA



Comerica Incorporated

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

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

1.2 Elect Director Michael E. Collins

Mgmt

For

For

1.3 Elect Director Roger A. Cregg

Mgmt

For

For

1.4 Elect Director T. Kevin DeNicola

Mgmt

For

For

1.5 Elect Director Curtis C. Farmer

Mgmt

For

For

1.6 Elect Director Jacqueline P. Kane

Mgmt

For

For

1.7 Elect Director Richard G. Lindner

Mgmt

For

For

1.8 Elect Director Barbara R. Smith

Mgmt

For

For

1.9 Elect Director Robert S. Taubman

Mgmt

For

For

1.10 Elect Director Reginald M. Turner, Jr.

Mgmt

For

For

1.11 Elect Director Nina G. Vaca

Mgmt

For

For

1.12 Elect Director Michael G. Van de Ven

Mgmt

For

For

2 Ratify Ernst & Young as Auditor

Mgmt

For

For



Mgmt

For

For

Domino's Pizza, Inc.



Primary Security ID: 25754A201

Ticker: DPZ

Primary ISIN: US25754A2015

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director David A. Brandon Mgmt For For

1.2 Elect Director Richard E. Allison, Jr.

Mgmt

For

For

1.3 Elect Director C. Andrew Ballard

Mgmt

For

For

1.4 Elect Director Andrew B. Balson

Mgmt

For

Withhold




1.5 Elect Director Corie S. Barry Mgmt For For


Domino's Pizza, Inc.

Proposal Vote


1.6

Elect Director Diana F. Cantor

Mgmt

For

For

1.7 Elect Director Richard L. Federico Mgmt For For

1.8 Elect Director James A. Goldman Mgmt For For

1.9 Elect Director Patricia E. Lopez Mgmt For For




Mgmt For Against




at least a 3 year performance period.

Fastenal Company




Ticker: FAST


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Willard D. Oberton Mgmt For For

1b Elect Director Michael J. Ancius

Mgmt

For

For

1c Elect Director Michael J. Dolan

Mgmt

For

Against




1d Elect Director Stephen L. Eastman Mgmt For For

1e Elect Director Daniel L. Florness Mgmt For For

1f Elect Director Rita J. Heise Mgmt For For

1g Elect Director Darren R. Jackson Mgmt For For

1h Elect Director Daniel L. Johnson Mgmt For For

1i Elect Director Scott A. Satterlee Mgmt For For

1j Elect Director Reyne K. Wisecup Mgmt For For



on a regular basis.


Fastenal Company

Proposal Vote




Mgmt For Against




at least a 3 year performance period.Remuneration: Uncapped. A vote against is applied as LGIM expects all incentive plans to

be capped either as a percentage of salary or a fixed number of shares.

4 Prepare Employment Diversity Report SH Against For

Blended 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 its management of related risks.

Hanesbrands Inc.




Ticker: HBI


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a

Elect Director Geralyn R. Breig

Mgmt

For

For

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

1c Elect Director Bobby J. Griffin Mgmt For For

1d Elect Director James C. Johnson Mgmt For For

1e Elect Director Franck J. Moison Mgmt For For

1f Elect Director Robert F. Moran Mgmt For For

1g Elect Director Ronald L. Nelson Mgmt For For

1h Elect Director David V. Singer Mgmt For For

1i Elect Director Ann E. Ziegler Mgmt For Against



Auditors

Mgmt For For



Mgmt For Against




HP Inc.



Primary Security ID: 40434L105

Ticker: HPQ

Primary ISIN: US40434L1052

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a

Elect Director Aida M. Alvarez

Mgmt

For

For

1b Elect Director Shumeet Banerji Mgmt For For

1c Elect Director Robert R. Bennett Mgmt For For

1d Elect Director Charles "Chip" V. Bergh Mgmt For For

1e Elect Director Stacy Brown-Philpot Mgmt For For

1f Elect Director Stephanie A. Burns Mgmt For For

1g Elect Director Mary Anne Citrino Mgmt For For

1h Elect Director Yoky Matsuoka Mgmt For For

1i Elect Director Stacey Mobley Mgmt For For

1j Elect Director Subra Suresh Mgmt For For

1k Elect Director Dion J. Weisler Mgmt For For




Mgmt For For



Board Chair.

Nasdaq, Inc.




Ticker: NDAQ


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Melissa M. Arnoldi Mgmt For For

1b Elect Director Charlene T. Begley

Mgmt

For

For


Nasdaq, Inc.

Proposal Vote


1c

Elect Director Steven D. Black

Mgmt

For

For

1d Elect Director Adena T. Friedman Mgmt For For

1e Elect Director Essa Kazim Mgmt For For

1f Elect Director Thomas A. Kloet Mgmt For For

1g Elect Director John D. Rainey Mgmt For For

1h Elect Director Michael R. Splinter Mgmt For For

1i Elect Director Jacob Wallenberg Mgmt For Against



1j Elect Director Lars R. Wedenborn Mgmt For For

1k Elect Director Alfred W. Zollar Mgmt For For



Mgmt For For



on a regular basis.


Noble Energy, Inc.




Ticker: NBL


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Jeffrey L. Berenson Mgmt For For

1b Elect Director Michael A. Cawley

Mgmt

For

Against



1c Elect Director James E. Craddock Mgmt For Against

Blended Rationale: Vote AGAINST James Craddock for serving as a non-independent member of a key board committee.

1d Elect Director Barbara J. Duganier

Mgmt

For

For

1e Elect Director Thomas J. Edelman Mgmt For For


Noble Energy, Inc.

Proposal Vote


1f

Elect Director Holli C. Ladhani

Mgmt

For

For

1g Elect Director David L. Stover Mgmt For For

1h Elect Director Scott D. Urban Mgmt For Against


1i Elect Director William T. Van Kleef Mgmt For For

2 Ratify KPMG LLP as Auditor Mgmt For For



Mgmt For Against

Blended Rationale: Remuneration. Performance conditions. A vote against is applied as LGIM expects a sufficient portion of



percentage of salary or a fixed number of shares.A vote AGAINST this proposal is warranted. While pay and performance

misalignment concerns were mitigated by lower pay and improvements to the long-term program, such enhancements were

offset by NEO Willingham's excessive severance pay of $2.2 million upon his resignation. Payment of severance upon a

voluntary termination is not a common market practice, as severance is intended as a protection against involuntary job loss.

Further, the amount of his severance significantly exceeds what was previously disclosed, even upon an involuntary

termination.


Northern Trust Corp.




Ticker: NTRS


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Linda Walker Bynoe Mgmt For Against



1b Elect Director Susan Crown Mgmt For For

1c Elect Director Dean M. Harrison Mgmt For For

1d Elect Director Jay L. Henderson Mgmt For For

1e Elect Director Marcy S. Klevorn Mgmt For For

1f Elect Director Siddharth N. "Bobby" Mehta Mgmt For For

1g Elect Director Michael G. O'Grady Mgmt For For

1h Elect Director Jose Luis Prado Mgmt For For


Northern Trust Corp.

Proposal Vote


1i

Elect Director Thomas E. Richards

Mgmt

For

For

1j Elect Director Martin P. Slark Mgmt For For

1k Elect Director David H. B. Smith, Jr. Mgmt For For

1l Elect Director Donald Thompson Mgmt For For

1m Elect Director Charles A. Tribbett, III Mgmt For For



Mgmt For Against




4 Report on Political Contributions

SH Against

For


such contributions.

5 Reduce Ownership Threshold for SH


Against For

Blended Rationale: Shareholder rights: A vote in favour is applied as the resolution is seeking to reduce the threshold below

25%.

Rollins, Inc.




Ticker: ROL


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Bill J. Dismuke Mgmt For For

1.2 Elect Director Thomas J. Lawley

Mgmt

For

For

1.3 Elect Director John F. Wilson

Mgmt

For

Withhold

Blended Rationale: WITHHOLD votes from non-independent director nominee John Wilson are warranted for failing to establish

a board on which a majority of the directors are independent directors.

2 Ratify Grant Thornton LLP as Auditors Mgmt For For

3 Increase Authorized Common Stock

Mgmt

For

For


SunTrust Banks, Inc.




Ticker: STI


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director Agnes Bundy Scanlan

Mgmt

For

For

1.2 Elect Director Dallas S. Clement Mgmt For For

1.3 Elect Director Paul D. Donahue Mgmt For For

1.4 Elect Director Paul R. Garcia Mgmt For For

1.5 Elect Director Donna S. Morea Mgmt For For

1.6 Elect Director David M. Ratcliffe Mgmt For For

1.7 Elect Director William H. Rogers, Jr. Mgmt For For

1.8 Elect Director Frank P. Scruggs, Jr. Mgmt For For

1.9 Elect Director Bruce L. Tanner Mgmt For For

1.10 Elect Director Steven C. Voorhees Mgmt For For



Mgmt For For


The PNC Financial Services Group, Inc.




Ticker: PNC


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Joseph Alvarado Mgmt For For

1.2 Elect Director Charles E. Bunch

Mgmt

For

Against

Blended Rationale: Joint Chairman/CEO: A vote against is applied as LGIM expects companies to elect an independent lead

director where there is a combined Board Chair and CEO.

1.3 Elect Director Debra A. Cafaro Mgmt For For


The PNC Financial Services Group, Inc.

Proposal Vote


1.4 Elect Director Marjorie Rodgers Cheshire Mgmt For Against



1.5 Elect Director William S. Demchak Mgmt For For

1.6 Elect Director Andrew T. Feldstein

Mgmt

For

Against



1.7 Elect Director Richard J. Harshman Mgmt For For

1.8 Elect Director Daniel R. Hesse

Mgmt

For

For

1.9 Elect Director Richard B. Kelson

Mgmt

For

Against



1.10 Elect Director Linda R. Medler Mgmt For For

1.11 Elect Director Martin Pfinsgraff Mgmt For For

1.12 Elect Director Toni Townes-Whitley Mgmt For For

1.13 Elect Director Michael J. Ward Mgmt For Against






Mgmt

For

Against



Wells Fargo & Company




Ticker: WFC


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

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

1b Elect Director Celeste A. Clark

Mgmt

For

For

1c Elect Director Theodore F. Craver, Jr.

Mgmt

For

For

1d Elect Director Elizabeth A. "Betsy" Duke

Mgmt

For

For


Wells Fargo & Company

Proposal Vote


1e

Elect Director Wayne M. Hewett

Mgmt

For

For

1f Elect Director Donald M. James Mgmt For For

1g Elect Director Maria R. Morris Mgmt For For

1h Elect Director Juan A. Pujadas Mgmt For For

1i Elect Director James H. Quigley Mgmt For For

1j Elect Director Ronald L. Sargent Mgmt For For

1k Elect Director C. Allen Parker Mgmt For For

1l Elect Director Suzanne M. Vautrinot Mgmt For For



Mgmt For For




on a regular basis.

5 Report on Incentive-Based Compensation and SH

Risks of Material Losses

Against For

Blended Rationale: A vote FOR the proposal is warranted, as shareholders would benefit from additional disclosure about

employee incentive compensation programs that could lead to material losses due to excessive risk taking, given that

broad-based employee incentive structures played a significant role in recent high-profile controversy and reputational harm at

the company.

6 Report on Global Median Gender Pay Gap SH Against For



Ameriprise Financial, Inc.




Ticker: AMP


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director James M. Cracchiolo Mgmt For For

1b Elect Director Dianne Neal Blixt

Mgmt

For

For

1c Elect Director Amy DiGeso

Mgmt

For

For

1d Elect Director Lon R. Greenberg

Mgmt

For

For


Ameriprise Financial, Inc.

Proposal Vote


1e Elect Director Jeffrey Noddle Mgmt For Against


1f Elect Director Robert F. Sharpe, Jr. Mgmt For For

1g Elect Director W. Edward Walter, III Mgmt For For

1h Elect Director Christopher J. Williams Mgmt For For



Mgmt For Against


awards to be assessed against performance conditions to ensure alignment of remuneration with company performance.A vote

AGAINST this proposal is warranted. The company demonstrated responsiveness to shareholder concerns following last year's

failed say-on-pay vote by engaging with shareholders and making incremental changes to address their concerns. This included

lowering target and maximum payouts, disclosing the overall target payout opportunity for the CEO, improving metric-related

disclosure, and increasing the proportion of compensation granted in equity. Nevertheless, there are concerns that resulted in

continued relatively high CEO pay and an ongoing pay-for-performance misalignment. The CEO received a large equity award

(even after reduction from the prior year) amid sustained TSR underperformance and following negative returns in 2018. The

lack of forward-looking disclosure of performance targets for the award does not allow investors to adequately assess the rigor

of the program.


Auditors

Mgmt For For

Ball Corporation




Ticker: BLL


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Daniel J. Heinrich Mgmt For Withhold

Blended Rationale: WITHHOLD votes from all director nominees for their failure to opt-out of the amendment to Indiana

Business law that resulted in a perpetually-classified board.

1.2 Elect Director Georgia R. Nelson Mgmt For Withhold


director where there is a combined Board Chair and CEO.Classified Board: A vote against is applied as LGIM supports a

declassified board as directors should stand for re-election on an annual basis.WITHHOLD votes from all director nominees for

their failure to opt-out of the amendment to Indiana Business law that resulted in a perpetually-classified board. WITHHOLD

votes from Georgia Nelson (the only member of the nominating/corporate governance committee up for election) for a material

governance failure. The company's governing documents prohibit shareholders from amending the company bylaws.

1.3 Elect Director Cynthia A. Niekamp Mgmt For Withhold

Blended Rationale: WITHHOLD votes from all director nominees for their failure to opt-out of the amendment to Indiana

Business law that resulted in a perpetually-classified board.


Ball Corporation

Proposal Vote


2 Ratify PricewaterhouseCoopers LLP as Auditor Mgmt For Against


on a regular basis.



Mgmt For For

Bank of America Corporation




Ticker: BAC


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a

Elect Director Sharon L. Allen

Mgmt

For

For

1b Elect Director Susan S. Bies Mgmt For For

1c Elect Director Jack O. Bovender, Jr. Mgmt For For

1d Elect Director Frank P. Bramble, Sr. Mgmt For For

1e Elect Director Pierre J.P. de Weck Mgmt For For

1f Elect Director Arnold W. Donald Mgmt For For

1g Elect Director Linda P. Hudson Mgmt For For

1h Elect Director Monica C. Lozano Mgmt For For

1i Elect Director Thomas J. May Mgmt For Against



1j Elect Director Brian T. Moynihan Mgmt For For

1k Elect Director Lionel L. Nowell, III Mgmt For For

1l Elect Director Clayton S. Rose Mgmt For For

1m Elect Director Michael D. White Mgmt For For

1n Elect Director Thomas D. Woods Mgmt For For

1o Elect Director R. David Yost Mgmt For For

1p Elect Director Maria T. Zuber Mgmt For For



Mgmt For For


Bank of America Corporation

Proposal Vote



Auditors

Mgmt For Against


on a regular basis.


5 Report on Gender Pay Gap SH Against For




7 Amend Proxy Access Right

SH Against

For



BorgWarner Inc.




Ticker: BWA


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Jan Carlson Mgmt For Withhold



1.2 Elect Director Dennis C. Cuneo Mgmt For For

1.3 Elect Director Michael S. Hanley Mgmt For For

1.4 Elect Director Frederic B. Lissalde Mgmt For For

1.5 Elect Director Paul A. Mascarenas Mgmt For For

1.6 Elect Director John R. McKernan, Jr. Mgmt For For

1.7 Elect Director Deborah D. McWhinney Mgmt For For

1.8 Elect Director Alexis P. Michas Mgmt For For

1.9 Elect Director Vicki L. Sato Mgmt For Withhold





Mgmt For For


BorgWarner Inc.

Proposal Vote




Against

For


Board Chair.

Cenovus Energy, Inc.



Primary Security ID: 15135U109

Ticker: CVE

Primary ISIN: CA15135U1093

Proposal Vote


1

Ratify PricewaterhouseCoopers LLP as

Auditors

Mgmt

For

For

2.1 Elect Director Susan F. Dabarno Mgmt For For

2.2 Elect Director Patrick D. Daniel Mgmt For For

2.3 Elect Director Jane E. Kinney Mgmt For For

2.4 Elect Director Harold N. Kvisle Mgmt For For

2.5 Elect Director Steven F. Leer Mgmt For For

2.6 Elect Director Keith A. MacPhail Mgmt For Withhold



2.7 Elect Director Richard J. Marcogliese Mgmt For For

2.8 Elect Director Claude Mongeau Mgmt For For

2.9 Elect Director Alexander J. Pourbaix Mgmt For For

2.10 Elect Director Wayne G. Thomson Mgmt For For

2.11 Elect Director Rhonda I. Zygocki Mgmt For For


Approach

Mgmt For For

Shareholder Proposal Mgmt

4 Set and Publish Greenhouse Gas (GHG)

Emissions Reduction Targets

SH Against For

Blended Rationale: Climate change: A vote in favour is applied as LGIM supports proposals related to GHG emissions as we

consider these disclosures to be material information for investors.


Cigna Corporation




Ticker: CI


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director David M. Cordani

Mgmt

For

For

1.2 Elect Director William J. DeLaney Mgmt For For

1.3 Elect Director Eric J. Foss Mgmt For For

1.4 Elect Director Elder Granger Mgmt For For

1.5 Elect Director Isaiah Harris, Jr. Mgmt For For

1.6 Elect Director Roman Martinez, IV Mgmt For For

1.7 Elect Director Kathleen M. Mazzarella Mgmt For For

1.8 Elect Director Mark B. McClellan Mgmt For For

1.9 Elect Director John M. Partridge Mgmt For For

1.10 Elect Director William L. Roper Mgmt For For

1.11 Elect Director Eric C. Wiseman Mgmt For For

1.12 Elect Director Donna F. Zarcone Mgmt For For

1.13 Elect Director William D. Zollars Mgmt For Against




Mgmt

For

Against




Auditors

Mgmt For Against


on a regular basis.

4 Provide Right to Act by Written Consent SH Against For

Blended Rationale: Shareholder rights: A vote in favour is applied as the company does not have the provision for shareholders

to call a special meeting.

5 Report on Cyber Risk *Withdrawn Resolution* SH

6 Report on Gender Pay Gap

SH Against

For




CNA Financial Corp.




Ticker: CNA


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Michael A. Bless Mgmt For Withhold



1.2 Elect Director Jose O. Montemayor Mgmt For For

1.3 Elect Director Don M. Randel Mgmt For For

1.4 Elect Director Andre Rice Mgmt For For

1.5 Elect Director Dino E. Robusto Mgmt For Withhold

Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Dino Robusto, Kenneth Siegel,

Benjamin Tisch, Andrew Tisch, James Tisch, and Jane Wang due to the company's lack of a formal nominating committee and

for failing to establish a board on which a majority of the directors are independent directors.

1.6 Elect Director Kenneth I. Siegel Mgmt For Withhold




1.7 Elect Director Andrew H. Tisch Mgmt For Withhold




1.8 Elect Director Benjamin J. Tisch Mgmt For Withhold




1.9 Elect Director James S. Tisch Mgmt For Withhold


too many external roles to ensure they can undertake their duties effectively.WITHHOLD votes are warranted for

non-independent director nominees Dino Robusto, Kenneth Siegel, Benjamin Tisch, Andrew Tisch, James Tisch, and Jane Wang

due to the company's lack of a formal nominating committee and for failing to establish a board on which a majority of the

directors are independent directors.

1.10 Elect Director Jane J. Wang Mgmt For Withhold




1.11 Elect Director Marvin Zonis Mgmt For Withhold





CNA Financial Corp.

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction



Mgmt For Against





on a regular basis.

Duke Realty Corporation




Ticker: DRE


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a

Elect Director John P. Case

Mgmt

For

For

1b Elect Director James B. Connor Mgmt For For

1c Elect Director Ngaire E. Cuneo Mgmt For For

1d Elect Director Charles R. Eitel Mgmt For For

1e Elect Director Norman K. Jenkins Mgmt For For

1f Elect Director Melanie R. Sabelhaus Mgmt For For

1g Elect Director Peter M. Scott, III Mgmt For For

1h Elect Director David P. Stockert Mgmt For For

1i Elect Director Chris Sultemeier Mgmt For For

1j Elect Director Michael E. Szymanczyk Mgmt For For

1k Elect Director Warren M. Thompson Mgmt For For

1l Elect Director Lynn C. Thurber Mgmt For For



Mgmt For For



on a regular basis.


Marathon Petroleum Corporation



Primary Security ID: 56585A102

Ticker: MPC

Primary ISIN: US56585A1025

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Evan Bayh Mgmt For Against


for re-election on an annual basis.

1b Elect Director Charles E. Bunch Mgmt For Against


for re-election on an annual basis.Remuneration: A vote against is applied as LGIM has had concerns with the remuneration

policy for 3 years.

1c Elect Director Edward G. Galante Mgmt For For

1d Elect Director Kim K.W. Rucker Mgmt For For


Auditors

Mgmt For For



Mgmt For Against







Against

For


Board Chair.

National Bank of Canada




Ticker: NA


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Raymond Bachand Mgmt For For

1.2 Elect Director Maryse Bertrand

Mgmt

For

For


National Bank of Canada

Proposal Vote


1.3

Elect Director Pierre Blouin

Mgmt

For

For

1.4 Elect Director Pierre Boivin Mgmt For For

1.5 Elect Director Patricia Curadeau-Grou Mgmt For For

1.6 Elect Director Gillian H. Denham Mgmt For Withhold



1.7 Elect Director Jean Houde Mgmt For For

1.8 Elect Director Karen Kinsley Mgmt For For

1.9 Elect Director Rebecca McKillican Mgmt For For

1.10 Elect Director Robert Pare Mgmt For For

1.11 Elect Director Lino A. Saputo, Jr. Mgmt For For

1.12 Elect Director Andree Savoie Mgmt For For

1.13 Elect Director Pierre Thabet Mgmt For For

1.14 Elect Director Louis Vachon Mgmt For For


Approach

Mgmt For For

3 Ratify Deloitte LLP as Auditors Mgmt For For

4 Approve Increase in Aggregate Compensation

Ceiling for Directors

Mgmt For For


5 SP 3: Disclosure of the Equity Ratio Used by

the Compensation Committee

SH Against For

Blended Rationale: 1- The pay ratio disclosure will provide shareholders with additional company-specific information that can

be usedwhen considering a company’s executive compensation practices, an important area of corporate governance.

6 SP 4: Approve Creation of New Technologies SH

Committee

Against Against

Public Storage



Primary Security ID: 74460D109

Ticker: PSA

Primary ISIN: US74460D1090

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

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


Public Storage

Proposal

Number Proposal Text

Vote

Instruction Proponent Mgmt Rec



1.2 Elect Director Tamara Hughes Gustavson Mgmt For For

1.3 Elect Director Uri P. Harkham Mgmt For For

1.4 Elect Director Leslie S. Heisz Mgmt For For

1.5 Elect Director B. Wayne Hughes, Jr. Mgmt For For

1.6 Elect Director Avedick B. Poladian Mgmt For For

1.7 Elect Director Gary E. Pruitt Mgmt For For

1.8 Elect Director John Reyes Mgmt For For

1.9 Elect Director Joseph D. Russell, Jr. Mgmt For For

1.10 Elect Director Ronald P. Spogli Mgmt For For

1.11 Elect Director Daniel C. Staton Mgmt For Against





Mgmt For Against


over at least a 3 year performance period.A vote AGAINST this proposal is warranted, as pay-for-performance misalignment is

underscored by rigor and design concerns. Short-term incentives were earned at target against goals that are not particularly

rigorous, and the CEO's target payout opportunity was relatively high. Further, the long-term program is tied to annual rather

than multi-year performance goals.



on a regular basis.

Regions Financial Corporation



Primary Security ID: 7591EP100

Ticker: RF

Primary ISIN: US7591EP1005

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Carolyn H. Byrd Mgmt For For

1b Elect Director Don DeFosset

Mgmt

For

Against




Regions Financial Corporation

Proposal


Vote


1c Elect Director Samuel A. Di Piazza, Jr. Mgmt For For

1d Elect Director Eric C. Fast Mgmt For For

1e Elect Director Zhanna Golodryga Mgmt For For

1f Elect Director John D. Johns Mgmt For For

1g Elect Director Ruth Ann Marshall Mgmt For For

1h Elect Director Charles D. McCrary Mgmt For For

1i Elect Director James T. Prokopanko Mgmt For For

1j Elect Director Lee J. Styslinger, III Mgmt For For

1k Elect Director Jose S. Suquet Mgmt For For

1l Elect Director John M. Turner, Jr. Mgmt For For

1m Elect Director Timothy Vines Mgmt For For



on a regular basis.



Mgmt For For

Teck Resources Ltd.




Ticker: TECK.B


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

Meeting for Class A Common and Class B

Subordinate Voting Shareholders

1.1 Elect Director Mayank M. Ashar

Mgmt

Mgmt

For

For

1.2 Elect Director Dominic S. Barton

Mgmt

For

Withhold

Blended Rationale: A vote against is applied as the company meets the criteria for inclusion in LGIMâ??s Future World

Protection List. Companies are incorporated into the list if they fail to meet minimum standards of globally accepted business

practices. This includes: companies involved in the manufacture and production of controversial weapons; perennial violators of

the United Nations Global Compact (UNGC); and pure coal miners - companies solely involved in the extraction of coal.

1.3 Elect Director Quan Chong Mgmt For For

1.4 Elect Director Laura L. Dottori-Attanasio

Mgmt

For

For


Teck Resources Ltd.

Proposal Vote


1.5 Elect Director Edward C. Dowling Mgmt For Withhold



1.6 Elect Director Eiichi Fukuda Mgmt For For

1.7 Elect Director Norman B. Keevil, III Mgmt For

For

1.8 Elect Director Takeshi Kubota Mgmt For

For

1.9 Elect Director Donald R. Lindsay Mgmt For

For

1.10 Elect Director Sheila A. Murray Mgmt For

For

1.11 Elect Director Tracey L. McVicar Mgmt For

For

1.12 Elect Director Kenneth W. Pickering Mgmt For

For

1.13 Elect Director Una M. Power Mgmt For

For

1.14 Elect Director Timothy R. Snider Mgmt For

For

2 Approve PricewaterhouseCoopers LLP as Mgmt

Auditors and Authorize Board to Fix Their

Remuneration

For

For

3 Advisory Vote on Executive Compensation Mgmt

Approach

For

For

Textron Inc.



Meeting Type: Annual Ticker: TXT


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Scott C. Donnelly Mgmt For For

1b Elect Director Kathleen M. Bader

Mgmt

For

For

1c Elect Director R. Kerry Clark

Mgmt

For

Against



1d Elect Director James T. Conway Mgmt For For

1e Elect Director Lawrence K. Fish

Mgmt

For

For


Textron Inc.

Proposal Vote


1f Elect Director Paul E. Gagne Mgmt For Against



1g Elect Director Ralph D. Heath Mgmt For For

1h Elect Director Deborah Lee James Mgmt For For

1i Elect Director Lloyd G. Trotter Mgmt For For

1j Elect Director James L. Ziemer Mgmt For Against


1k Elect Director Maria T. Zuber

Mgmt

For

For



Mgmt

For

Against




performance.A vote AGAINST the proposal is warranted. While concerns were mitigated in prior years due to strong

performance, compensation programs have resulted in a pay-for-performance misalignment for the year in review. As

discussed in previous reports, incentive programs focus heavily on short-term performance. Both short- and long-term

incentives use nearly identical metrics and targets to determine payouts, a practice which may lead to an overly short-term

view of performance. Further, the majority of equity awards were time-based, a practice that is increasingly uncommon among

large-cap companies.



on a regular basis.


The Coca-Cola Company




Ticker: KO


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Herbert A. Allen Mgmt For For

1.2 Elect Director Ronald W. Allen

Mgmt

For

Against



1.3 Elect Director Marc Bolland Mgmt For For


The Coca-Cola Company

Proposal Vote


1.4

Elect Director Ana Botin

Mgmt

For

For

1.5 Elect Director Christopher C. Davis Mgmt For For

1.6 Elect Director Barry Diller Mgmt For Against



1.7 Elect Director Helene D. Gayle Mgmt For For

1.8 Elect Director Alexis M. Herman Mgmt For For

1.9 Elect Director Robert A. Kotick Mgmt For For

1.10 Elect Director Maria Elena Lagomasino Mgmt For Against

Blended Rationale: Voted in favour because the director is new to the role of LID and it was not her decision to re-combine the

role of Chairman/CEO.

1.11 Elect Director James Quincey Mgmt For For

1.12 Elect Director Caroline J. Tsay Mgmt For For

1.13 Elect Director David B. Weinberg Mgmt For For



Mgmt For For



on a regular basis.



Board Chair.

5 Report on the Health Impacts and Risks of SH

Sugar in the Company's Products

Against Against

W.W. Grainger, Inc.




Ticker: GWW


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Rodney C. Adkins Mgmt For Withhold




W.W. Grainger, Inc.

Proposal Vote


1.2

Elect Director Brian P. Anderson

Mgmt

For

For

1.3 Elect Director V. Ann Hailey Mgmt For For

1.4 Elect Director Stuart L. Levenick Mgmt For For

1.5 Elect Director D.G. Macpherson Mgmt For For

1.6 Elect Director Neil S. Novich Mgmt For For

1.7 Elect Director Beatriz R. Perez Mgmt For For

1.8 Elect Director Michael J. Roberts Mgmt For For

1.9 Elect Director E. Scott Santi Mgmt For For

1.10 Elect Director James D. Slavik Mgmt For For

1.11 Elect Director Lucas E. Watson Mgmt For For




Mgmt For For

Alnylam Pharmaceuticals, Inc.




Ticker: ALNY


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Margaret A. Hamburg Mgmt For For

1b Elect Director Steven M. Paul

Mgmt

For

Against



1c Elect Director Colleen F. Reitan Mgmt For For

1d Elect Director Amy W. Schulman

Mgmt

For

Against



2 Provide Right to Call Special Meeting Mgmt For For

3 Increase Authorized Common Stock

Mgmt

For

For

4 Amend Omnibus Stock Plan

Mgmt

For

For


Alnylam Pharmaceuticals, Inc.

Proposal Vote





Mgmt

Mgmt

For

For

For

For

Avery Dennison Corporation




Ticker: AVY


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Bradley A. Alford Mgmt For For

1b Elect Director Anthony K. Anderson

Mgmt

For

For

1c Elect Director Peter K. Barker

Mgmt

For

Against


Board Chair and CEO without prior shareholder approval.Independence: A vote against is applied as LGIM expects a board to

be regularly refreshed in order to maintain independence, relevant skills, experience and diversity.

1d Elect Director Mark J. Barrenechea Mgmt For Against



1e Elect Director Mitchell R. Butier Mgmt For For

1f Elect Director Ken C. Hicks Mgmt For For

1g Elect Director Andres A. Lopez Mgmt For For

1h Elect Director David E. I. Pyott Mgmt For Against



1i Elect Director Patrick T. Siewert Mgmt For For

1j Elect Director Julia A. Stewart

Mgmt

For

Against



1k Elect Director Martha N. Sullivan Mgmt For For



Mgmt

For

Against




Avery Dennison Corporation

Proposal Vote




on a regular basis.

CenterPoint Energy, Inc.



Primary Security ID: 15189T107

Ticker: CNP

Primary ISIN: US15189T1079

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a

Elect Director Leslie D. Biddle

Mgmt

For

For

1b Elect Director Milton Carroll Mgmt For For

1c Elect Director Scott J. McLean Mgmt For For

1d Elect Director Martin H. Nesbitt Mgmt For For

1e Elect Director Theodore F. Pound Mgmt For For

1f Elect Director Scott M. Prochazka Mgmt For For

1g Elect Director Susan O. Rheney Mgmt For For

1h Elect Director Phillip R. Smith Mgmt For For

1i Elect Director John W. Somerhalder, II Mgmt For For

1j Elect Director Peter S. Wareing Mgmt For For



on a regular basis.



Mgmt For For

Citizens Financial Group, Inc.




Ticker: CFG



Citizens Financial Group, Inc.

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Bruce Van Saun Mgmt For For

1.2 Elect Director Mark Casady

Mgmt

For

For

1.3 Elect Director Christine M. Cumming

Mgmt

For

For

1.4 Elect Director William P. Hankowsky

Mgmt

For

Against



1.5 Elect Director Howard W. Hanna, III Mgmt For For

1.6 Elect Director Leo I. "Lee" Higdon Mgmt For For

1.7 Elect Director Edward J. "Ned" Kelly, III Mgmt For For

1.8 Elect Director Charles J. "Bud" Koch Mgmt For For

1.9 Elect Director Terrance J. Lillis Mgmt For For

1.10 Elect Director Shivan Subramaniam Mgmt For For

1.11 Elect Director Wendy A. Watson Mgmt For For

1.12 Elect Director Marita Zuraitis Mgmt For For



Mgmt For Against



3 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

Edison International




Ticker: EIX


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Jeanne Beliveau-Dunn Mgmt For For

1b Elect Director Michael C. Camunez

Mgmt

For

For

1c Elect Director Vanessa C.L. Chang

Mgmt

For

Against



Edison International

Proposal Vote


1d

Elect Director James T. Morris

Mgmt

For

For

1e Elect Director Timothy T. O'Toole Mgmt For For

1f Elect Director Pedro J. Pizarro Mgmt For For

1g Elect Director Linda G. Stuntz Mgmt For For

1h Elect Director William P. Sullivan Mgmt For For

1i Elect Director Ellen O. Tauscher Mgmt For For

1j Elect Director Peter J. Taylor Mgmt For For

1k Elect Director Keith Trent Mgmt For For

1l Elect Director Brett White -Withdrawn

Resolution

Mgmt


Auditors

Mgmt For For



Mgmt For Against






Global Payments Inc.



Primary Security ID: 37940X102

Ticker: GPN

Primary ISIN: US37940X1028

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Mitchell L. Hollin Mgmt For For

1.2 Elect Director Ruth Ann Marshall

Mgmt

For

Against




Global Payments Inc.

Proposal Vote




Mgmt For Against




performance.A vote AGAINST the proposal is warranted. Amid mixed performance, CEO pay increased substantially, a large

portion of which was in connection to an off-cycle, equity grant that brings the LTI mix to be majority time-based, which is not

common practice among S&P 500 companies. In addition, performance shares utilize annual performance periods and the

targets are not disclosed.A vote against is applied as LGIM expects a sufficient portion of awards to be assessed against

performance conditions to ensure alignment of remuneration with company performance.


HCP, Inc.



Primary Security ID: 40414L109

Ticker: HCP

Primary ISIN: US40414L1098

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Brian G. Cartwright Mgmt For For

1b Elect Director Christine N. Garvey

Mgmt

For

For

1c Elect Director R. Kent Griffin, Jr.

Mgmt

For

For

1d Elect Director David B. Henry

Mgmt

For

For

1e Elect Director Thomas M. Herzog

Mgmt

For

For

1f Elect Director Lydia H. Kennard

Mgmt

For

For

1g Elect Director Katherine M. Sandstrom

Mgmt

For

For



3 Ratify Deloitte & Touche LLP as Auditors

Mgmt

Mgmt

For

For

For

For

Intuitive Surgical, Inc.



Primary Security ID: 46120E602

Ticker: ISRG

Primary ISIN: US46120E6023


Intuitive Surgical, Inc.

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Craig H. Barratt Mgmt For For

1b Elect Director Gary S. Guthart Mgmt For For

1c Elect Director Amal M. Johnson

Mgmt

For

Against


1d Elect Director Don R. Kania

Mgmt

For

For

1e Elect Director Keith R. Leonard, Jr. Mgmt For Against



1f Elect Director Alan J. Levy Mgmt For Against



1g Elect Director Jami Dover Nachtsheim Mgmt For For

1h Elect Director Mark J. Rubash Mgmt For For

1i Elect Director Lonnie M. Smith Mgmt For For



Mgmt For Against




Auditors

Mgmt For For


5 Adopt Simple Majority Vote SH Against For

Blended Rationale: A vote FOR this proposal is warranted given that elimination of the supermajority vote requirements in the

governing documents will enable shareholders to have a more meaningful voice in various board and corporate transactions

that impact their rights.

Johnson & Johnson




Ticker: JNJ



Johnson & Johnson

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a

Elect Director Mary C. Beckerle

Mgmt

For

For

1b Elect Director D. Scott Davis Mgmt For For

1c Elect Director Ian E. L. Davis Mgmt For For

1d Elect Director Jennifer A. Doudna Mgmt For For

1e Elect Director Alex Gorsky Mgmt For Against




the United Nations Global Compact (UNGC); and pure coal miners - companies solely involved in the extraction of coal.

1f Elect Director Marillyn A. Hewson Mgmt For For

1g Elect Director Mark B. McClellan Mgmt For For

1h Elect Director Anne M. Mulcahy Mgmt For For

1i Elect Director William D. Perez Mgmt For For

1j Elect Director Charles Prince Mgmt For For

1k Elect Director A. Eugene Washington Mgmt For For

1l Elect Director Ronald A. Williams Mgmt For For



Mgmt For Against

Blended Rationale: After a review of the company's compensation program and practices, a vote AGAINST this proposal is

warranted. The board entered into a separation and consulting agreement with former NEO Peterson upon leaving the

company that included a problematic supplemental severance payment of $10 million, in addition to the approximately $1

million and prorated 2018 equity awards she would have otherwise received for a resignation for good reason or termination

without cause. This is inconsistent with good market practice and the company's severance plan.



on a regular basis.

4 Clawback Disclosure of Recoupment Activity SH

from Senior Officers

Against For

Blended Rationale: A vote FOR the proposal is warranted, as its adoption would provide shareholders with confirmation of

whether the company's clawback policy has been used to hold senior executives accountable for significant financial or

reputational harm caused by misconduct, or failure to properly monitor or oversee risks leading to misconduct, without putting

the company at a competitive disadvantage or causing undue burden.

5 Report on Integrating Risks Related to Drug SH

Pricing into Senior Executive Compensation

Against For

Blended Rationale: A vote FOR this proposal is warranted due to the scope of the proposal, the company's current use of

incentive program metrics for which results may be impacted by drug pricing, and the lack of comprehensive disclosure

describing how risks related to public concern over drug pricing increases are taken into consideration in executive

compensation programs.


Lockheed Martin Corporation




Ticker: LMT


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director Daniel F. Akerson

Mgmt

For

For

1.2 Elect Director David B. Burritt Mgmt For For

1.3 Elect Director Bruce A. Carlson Mgmt For For

1.4 Elect Director James O. Ellis, Jr. Mgmt For For

1.5 Elect Director Thomas J. Falk Mgmt For For

1.6 Elect Director Ilene S. Gordon Mgmt For For

1.7 Elect Director Marillyn A. Hewson Mgmt For For

1.8 Elect Director Vicki A. Hollub Mgmt For For

1.9 Elect Director Jeh C. Johnson Mgmt For For

1.10 Elect Director James D. Taiclet, Jr. Mgmt For For




Mgmt For For

4 Amend Proxy Access Bylaw SH Against For



MSCI Inc.



Primary Security ID: 55354G100

Ticker: MSCI

Primary ISIN: US55354G1004

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Henry A. Fernandez Mgmt For For

1b Elect Director Robert G. Ashe

Mgmt

For

For

1c Elect Director Benjamin F. duPont

Mgmt

For

For


MSCI Inc.

Proposal Vote


1d Elect Director Wayne Edmunds Mgmt For For

1e Elect Director Alice W. Handy

Mgmt

For

For

1f Elect Director Catherine R. Kinney

Mgmt

For

For

1g Elect Director Jacques P. Perold

Mgmt

For

For

1h Elect Director Linda H. Riefler

Mgmt

For

For

1i Elect Director George W. Siguler

Mgmt

For

For

1j Elect Director Marcus L. Smith

Mgmt

For

For




Auditors

Mgmt

Mgmt

For

For

For

For

NRG Energy, Inc.




Ticker: NRG


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director E. Spencer Abraham Mgmt For Against



1b Elect Director Matthew Carter, Jr. Mgmt For For

1c Elect Director Lawrence S. Coben Mgmt For For

1d Elect Director Heather Cox Mgmt For For

1e Elect Director Terry G. Dallas Mgmt For For

1f Elect Director Mauricio Gutierrez Mgmt For For

1g Elect Director William E. Hantke Mgmt For For

1h Elect Director Paul W. Hobby Mgmt For For

1i Elect Director Anne C. Schaumburg Mgmt For For

1j Elect Director Thomas H. Weidemeyer Mgmt For Against




NRG Energy, Inc.

Proposal Vote




3 Ratify KPMG LLP as Auditor

Mgmt

Mgmt

For

For

For

For

4 Report on Political Contributions

SH Against

For


such contributions

Pfizer Inc.




Ticker: PFE


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Ronald E. Blaylock Mgmt For For

1.2 Elect Director Albert Bourla

Mgmt

For

For

1.3 Elect Director W. Don Cornwell

Mgmt

For

For

1.4 Elect Director Joseph J. Echevarria

Mgmt

For

Against

Blended Rationale: Joint Chair/CEO: A vote against is applied as LGIM expects companies to respond to a meaningful level of

shareholder support requesting the company to implement an independent Board Chair.

1.5 Elect Director Helen H. Hobbs Mgmt For For

1.6 Elect Director James M. Kilts

Mgmt

For

Against



1.7 Elect Director Dan R. Littman Mgmt For For

1.8 Elect Director Shantanu Narayen Mgmt For For

1.9 Elect Director Suzanne Nora Johnson Mgmt For For

1.10 Elect Director Ian C. Read Mgmt For For

1.11 Elect Director James C. Smith Mgmt For For



on a regular basis.




Mgmt

Mgmt

For

For

For

For


Pfizer Inc.

Proposal Vote



6 Report on Lobbying Payments and Policy SH

Against

For


such contributions.



Board Chair.

8 Report on Integrating Risks Related to Drug SH

Pricing into Senior Executive Compensation

Against For

Blended Rationale: A vote FOR this proposal is warranted due to the scope of the proposal, the company's current use of

incentive program metrics which may be impacted by drug pricing, and the lack of comprehensive disclosure describing how

risks related to public concern over drug pricing increases are taken into consideration in executive compensation programs.

Polaris Industries Inc.




Ticker: PII


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Bernd F. Kessler Mgmt For Against


for re-election on an annual basis.Board mandates: A vote against is applied as LGIM expects a CEO or Non-Executive Directors


1b Elect Director Lawrence D. Kingsley Mgmt For For

1c Elect Director Gwynne E. Shotwell

Mgmt

For

For

1d Elect Director Scott W. Wine

Mgmt

For

Against







Mgmt For Against




Snap-on Incorporated




Ticker: SNA


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director David C. Adams

Mgmt

For

For

1.2 Elect Director Karen L. Daniel Mgmt For For

1.3 Elect Director Ruth Ann M. Gillis Mgmt For For

1.4 Elect Director James P. Holden Mgmt For For

1.5 Elect Director Nathan J. Jones Mgmt For For

1.6 Elect Director Henry W. Knueppel Mgmt For For

1.7 Elect Director W. Dudley Lehman Mgmt For For

1.8 Elect Director Nicholas T. Pinchuk Mgmt For For

1.9 Elect Director Gregg M. Sherrill Mgmt For Against


1.10 Elect Director Donald J. Stebbins Mgmt For For




Mgmt For Against



Southern Copper Corp.



Primary Security ID: 84265V105

Ticker: SCCO

Primary ISIN: US84265V1052

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director German Larrea Mota-Velasco Mgmt For Withhold


too many external roles to ensure they can undertake their duties effectively.WITHHOLD votes are warranted for Oscar

Gonzalez Rocha, Xavier Garcia de Quevedo Topete and German Larrea Mota Velasco for serving as non-independent members

of board's key committees.


Southern Copper Corp.

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.2 Elect Director Oscar Gonzalez Rocha Mgmt For Withhold




the United Nations Global Compact (UNGC); and pure coal miners - companies solely involved in the extraction of coal.Board

mandates: A vote against is applied as LGIM expects a CEO or Non-Executive Directors not to hold too many external roles to

ensure they can undertake their duties effectively.WITHHOLD votes are warranted for Oscar Gonzalez Rocha, Xavier Garcia de

Quevedo Topete and German Larrea Mota Velasco for serving as non-independent members of board's key committees.

1.3 Elect Director Vicente Ariztegui Andreve Mgmt For For

1.4 Elect Director Alfredo Casar Perez Mgmt For For

1.5 Elect Director Enrique Castillo Sanchez

Mejorada

Mgmt For Withhold



1.6 Elect Director Xavier Garcia de Quevedo

Topete

Mgmt For Withhold

Blended Rationale: Diversity: A vote against is applied as LGIM expects a company to have at least one female on the

board.WITHHOLD votes are warranted for Oscar Gonzalez Rocha, Xavier Garcia de Quevedo Topete and German Larrea Mota

Velasco for serving as non-independent members of board's key committees.

1.7 Elect Director Rafael Mac Gregor Anciola Mgmt For For

1.8 Elect Director Luis Miguel Palomino Bonilla Mgmt For Withhold


maintain independence, relevant skills, experience and diversity.Diversity: A vote against is applied as LGIM expects a company

to have at least one female on the board.

1.9 Elect Director Gilberto Perezalonso Cifuentes Mgmt For Withhold

Blended Rationale: WITHHOLD votes are warranted for Gilberto Perezalonso Cifuentes for failing to attend at least 75 percent

of the board and committee meetings held over the past fiscal year without disclosing an acceptable reason for the absences.

1.10 Elect Director Carlos Ruiz Sacristan Mgmt For Withhold

Blended Rationale: Diversity: A vote against is applied as LGIM expects a company to have at least one female on the board.

2 Ratify Galaz, Yamazaki, Ruiz Urquiza S.C as

Auditors

Mgmt For For



Mgmt For Against





SVB Financial Group




Ticker: SIVB



SVB Financial Group

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director Greg W. Becker

Mgmt

For

For

1.2 Elect Director Eric A. Benhamou Mgmt For For

1.3 Elect Director John S. Clendening Mgmt For For

1.4 Elect Director Roger F. Dunbar Mgmt For For

1.5 Elect Director Joel P. Friedman Mgmt For For

1.6 Elect Director Kimberly A. Jabal Mgmt For For

1.7 Elect Director Jeffrey N. Maggioncalda Mgmt For For

1.8 Elect Director Mary J. Miller Mgmt For For

1.9 Elect Director Kate D. Mitchell Mgmt For For

1.10 Elect Director John F. Robinson Mgmt For For

1.11 Elect Director Garen K. Staglin Mgmt For Against


2 Eliminate Cumulative Voting

Mgmt

For

For



Mgmt

For

Against






5 Ratify KPMG LLP as Auditors

Mgmt

For

For

T. Rowe Price Group, Inc.



Primary Security ID: 74144T108

Ticker: TROW

Primary ISIN: US74144T1088

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Mark S. Bartlett Mgmt For For


T. Rowe Price Group, Inc.

Proposal Vote


1b Elect Director Mary K. Bush Mgmt For Against



1c Elect Director Freeman A. Hrabowski, III Mgmt For For

1d Elect Director Robert F. MacLellan

Mgmt

For

For

1e Elect Director Olympia J. Snowe

Mgmt

For

Against



1f Elect Director William J. Stromberg Mgmt For For

1g Elect Director Richard R. Verma Mgmt For For

1h Elect Director Sandra S. Wijnberg Mgmt For For

1i Elect Director Alan D. Wilson Mgmt For For



Mgmt For Against




Texas Instruments Incorporated




Ticker: TXN


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Mark A. Blinn Mgmt For For

1b Elect Director Todd M. Bluedorn

Mgmt

For

Against



1c Elect Director Janet F. Clark Mgmt For For

1d Elect Director Carrie S. Cox

Mgmt

For

Against



1e Elect Director Martin S. Craighead Mgmt For For

1f Elect Director Jean M. Hobby

Mgmt

For

For


Texas Instruments Incorporated

Proposal Vote


1g Elect Director Ronald Kirk Mgmt For For

1h Elect Director Pamela H. Patsley

Mgmt

For

Against




1i Elect Director Robert E. Sanchez Mgmt For For

1j Elect Director Richard K. Templeton Mgmt For For



Mgmt For Against




at least a 3 year performance period.Remuneration: Uncapped. A vote against is applied as LGIM expects all incentive plans to

be capped either as a percentage of salary or a fixed number of shares.



on a regular basis.

Torchmark Corporation




Ticker: TMK


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director Charles E. Adair

Mgmt

For

For

1.2 Elect Director Linda L. Addison Mgmt For For

1.3 Elect Director Marilyn A. Alexander Mgmt For For

1.4 Elect Director Cheryl D. Alston Mgmt For For

1.5 Elect Director Jane M. Buchan Mgmt For For

1.6 Elect Director Gary L. Coleman Mgmt For For

1.7 Elect Director Larry M. Hutchison Mgmt For For

1.8 Elect Director Robert W. Ingram Mgmt For For

1.9 Elect Director Steven P. Johnson Mgmt For For

1.10 Elect Director Darren M. Rebelez Mgmt For For


Torchmark Corporation

Proposal Vote


1.11 Elect Director Lamar C. Smith Mgmt For For

1.12 Elect Director Mary E. Thigpen

Mgmt

For

For

2 Ratify Deloitte & Touche LLP as Auditor

Mgmt

For

For



Mgmt

For

For

Abbott Laboratories




Ticker: ABT


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Robert J. Alpern Mgmt For For

1.2 Elect Director Roxanne S. Austin

Mgmt

For

Withhold




1.3 Elect Director Sally E. Blount Mgmt For For

1.4 Elect Director Michelle A. Kumbier Mgmt For For

1.5 Elect Director Edward M. Liddy Mgmt For For

1.6 Elect Director Nancy McKinstry Mgmt For Withhold



1.7 Elect Director Phebe N. Novakovic Mgmt For For

1.8 Elect Director William A. Osborn

Mgmt

For

Withhold



1.9 Elect Director Samuel C. Scott, III Mgmt For For

1.10 Elect Director Daniel J. Starks Mgmt For For

1.11 Elect Director John G. Stratton Mgmt For For

1.12 Elect Director Glenn F. Tilton Mgmt For For


Abbott Laboratories

Proposal Vote


1.13 Elect Director Miles D. White Mgmt For Withhold

Blended Rationale: A vote against is applied as LGIM expects the CEO to not to hold too many external roles to ensure they can

undertake their duties effectively.




Mgmt

For

Against







Board Chair.

Agnico Eagle Mines Ltd.


Meeting Type: Annual/Special


Ticker: AEM


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Leanne M. Baker Mgmt For Withhold



1.2 Elect Director Sean Boyd Mgmt For For

1.3 Elect Director Martine A. Celej Mgmt For For

1.4 Elect Director Robert J. Gemmell Mgmt For For

1.5 Elect Director Mel Leiderman Mgmt For For

1.6 Elect Director Deborah McCombe Mgmt For For

1.7 Elect Director James D. Nasso Mgmt For For

1.8 Elect Director Sean Riley Mgmt For For

1.9 Elect Director J. Merfyn Roberts Mgmt For For

1.10 Elect Director Jamie C. Sokalsky Mgmt For For


Agnico Eagle Mines Ltd.

Proposal Vote


2 Approve Ernst & Young LLP as Auditors and

Authorize Board to Fix Their Remuneration

Mgmt For Withhold


on a regular basis.

3 Amend Incentive Share Purchase Plan Mgmt

4 Advisory Vote on Executive Compensation Mgmt

Approach

Alleghany Corp.

For

For

For

For



Meeting Type: Annual Ticker: Y


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Karen Brenner Mgmt For Against



1.2 Elect Director John G. Foos Mgmt For For

1.3 Elect Director Lauren M. Tyler Mgmt For

For

2 Ratify Ernst & Young LLP as Auditor Mgmt For

For

3 Advisory Vote to Ratify Named Executive Mgmt


For

For

AT&T Inc.


Primary Security ID: 00206R102

Meeting Type: Annual Ticker: T

Primary ISIN: US00206R1023

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Randall L. Stephenson Mgmt For For

1.2 Elect Director Samuel A. Di Piazza, Jr.

Mgmt

For

For

1.3 Elect Director Richard W. Fisher

Mgmt

For

For


AT&T Inc.

Proposal Vote


1.4

Elect Director Scott T. Ford

Mgmt

For

For

1.5 Elect Director Glenn H. Hutchins Mgmt For For

1.6 Elect Director William E. Kennard Mgmt For For

1.7 Elect Director Michael B. McCallister Mgmt For For

1.8 Elect Director Beth E. Mooney Mgmt For For

1.9 Elect Director Matthew K. Rose Mgmt For Against



1.10 Elect Director Cynthia B. Taylor Mgmt For For

1.11 Elect Director Laura D'Andrea Tyson Mgmt For For

1.12 Elect Director Geoffrey Y. Yang Mgmt For For




Mgmt For For



Board Chair.

HCA Healthcare, Inc.




Ticker: HCA


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Thomas F. Frist, III Mgmt For For

1b Elect Director Samuel N. Hazen

Mgmt

For

For

1c Elect Director Meg G. Crofton

Mgmt

For

For

1d Elect Director Robert J. Dennis

Mgmt

For

Against



1e Elect Director Nancy-Ann DeParle Mgmt For For

1f Elect Director William R. Frist

Mgmt

For

For


HCA Healthcare, Inc.

Proposal Vote


1g Elect Director Charles O. Holliday, Jr. Mgmt For Against


1h Elect Director Geoffrey G. Meyers Mgmt For For

1i Elect Director Michael W. Michelson Mgmt For For

1j Elect Director Wayne J. Riley Mgmt For For

1k Elect Director John W. Rowe Mgmt For For




Mgmt For Against



4 Eliminate Supermajority Vote Requirement Mgmt For For

Husky Energy, Inc.




Ticker: HSE


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Victor T.K. Li Mgmt For Withhold



1.2 Elect Director Canning K.N. Fok Mgmt For Withhold


maintain independence, relevant skills, experience and diversity.Board mandates: A vote against is applied as LGIM expects a

CEO or Non-Executive Directors not to hold too many external roles to ensure they can undertake their duties

effectively.Remuneration: A vote against has been applied as LGIM expects companies to obtain annual shareholder approval of

executive directorsâ?? pay and non-executive directorsâ?? fees.Remuneration: Uncapped. A vote against is applied as LGIM

expects all incentive plans to be capped either as a percentage of salary or a fixed number of shares.

1.3 Elect Director Stephen E. Bradley Mgmt For For

1.4 Elect Director Asim Ghosh

Mgmt

For

For

1.5 Elect Director Martin J.G. Glynn

Mgmt

For

Withhold



1.6 Elect Director Poh Chan Koh Mgmt For For


Husky Energy, Inc.

Proposal Vote


1.7

Elect Director Eva Lee Kwok

Mgmt

For

For

1.8 Elect Director Stanley T.L. Kwok Mgmt For For

1.9 Elect Director Frederick S.H. Ma Mgmt For For

1.10 Elect Director George C. Magnus Mgmt For For

1.11 Elect Director Neil D. McGee Mgmt For For

1.12 Elect Director Robert J. Peabody Mgmt For For

1.13 Elect Director Colin S. Russel Mgmt For For

1.14 Elect Director Wayne E. Shaw Mgmt For For

1.15 Elect Director William Shurniak Mgmt For Withhold



1.16 Elect Director Frank J. Sixt Mgmt For Withhold



2 Ratify KPMG LLP as Auditors Mgmt For Withhold


on a regular basis.

Imperial Oil Ltd.




Ticker: IMO


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction


Auditors

Mgmt For For

2.1 Elect Director D.C. (David) Brownell Mgmt For For

2.2 Elect Director D.W. (David) Cornhill Mgmt For Withhold



2.3 Elect Director K.T. (Krystyna) Hoeg Mgmt For Withhold



2.4 Elect Director M.C. (Miranda) Hubbs Mgmt For For


Imperial Oil Ltd.

Proposal Vote


2.5 Elect Director R.M. (Richard) Kruger Mgmt For For

2.6 Elect Director J.M. (Jack) Mintz

Mgmt

For

Withhold



2.7 Elect Director D.S. (David) Sutherland Mgmt For Withhold


director where there is a combined Board Chair and CEO.Remuneration: A vote against has been applied as LGIM expects

companies to obtain annual shareholder approval of executive directorsâ?? pay and non-executive directorsâ?? fees.

Remuneration: Performance conditions. A vote against is applied as LGIM expects a sufficient portion of awards to be assessed

against performance conditions to ensure alignment of remuneration with company performance.Remuneration: Performance

period. A vote against is applied as LGIM expects remuneration to be measured over at least a 3 year performance period.

Shareholder Proposal Mgmt

3 Advisory Vote on Executive Officers' SH

Compensation

Against

For

Blended Rationale: Vote FOR the shareholder proposal calling for advisory votes on executive compensation. Say on Pay votes

are viewed as the preferred method for shareholders to register approval or disapproval of compensation practices and as an

improvement in shareholder rights.

Incyte Corporation




Ticker: INCY


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Julian C. Baker Mgmt For Against



1.2 Elect Director Jean-Jacques Bienaime Mgmt For For

1.3 Elect Director Paul A. Brooke

Mgmt

For

Against




1.4 Elect Director Paul J. Clancy Mgmt For For

1.5 Elect Director Wendy L. Dixon

Mgmt

For

Against




Incyte Corporation

Proposal Vote


1.6 Elect Director Jacqualyn A. Fouse Mgmt For Against



1.7 Elect Director Paul A. Friedman Mgmt For Against



1.8 Elect Director Herve Hoppenot Mgmt For For



Mgmt

For

Against




at least a 3 year performance period. A vote AGAINST this proposal is warranted. While CEO pay decreased from 2017 to

2018, it is not sufficiently performance-based. Less than 20 percent of equity awards (which make up the bulk of the CEO's

pay) are subject to performance conditions. In addition, performance for these equity awards was measured over only one year

rather than requiring performance over a multi-year period, and measurable goals for performance awards are not disclosed.




Against

For


Board Chair.

Kellogg Company




Ticker: K


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Roderick D. "Rod" Gillum Mgmt For For

1b Elect Director Mary Laschinger

Mgmt

For

Against



1c Elect Director Erica Mann Mgmt For For

1d Elect Director Carolyn Tastad Mgmt For For



Mgmt For For


Kellogg Company

Proposal Vote



Auditors

Mgmt For Against


on a regular basis.

4 Declassify the Board of Directors SH None For

Park Hotels & Resorts, Inc.




Ticker: PK


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1A Elect Director Thomas J. Baltimore, Jr. Mgmt For Against



1B Elect Director Gordon M. Bethune Mgmt For For

1C Elect Director Patricia M. Bedient Mgmt For For

1D Elect Director Geoffrey M. Garrett Mgmt For For

1E Elect Director Christie B. Kelly Mgmt For For

1F Elect Director Joseph I. Lieberman Mgmt For For

1G Elect Director Timothy J. Naughton Mgmt For Against



1H Elect Director Stephen I. Sadove Mgmt For For

2A Reduce Supermajority Vote Requirement Mgmt For For

2B Amend Stock Ownership Limitations Mgmt For For

2C Reduce Ownership Threshold for


Mgmt For For

2D Opt Out of Section 203 of the DGCL Mgmt For For

2E Amend Charter Mgmt For For



Mgmt For For



Cincinnati Financial Corporation




Ticker: CINF


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director William F. Bahl Mgmt For Against


maintain independence, relevant skills, experience and diversity.Average board tenure: A vote against is applied as LGIM

expects a board to be regularly refreshed in order to maintain relevant skills, experience and diversity.Board refreshment: A

vote against is applied as LGIM expects a board to be regularly refreshed in order to maintain independence, relevant skills,

experience and diversity.

1.2 Elect Director Gregory T. Bier Mgmt For For

1.3 Elect Director Linda W. Clement-Holmes Mgmt For For

1.4 Elect Director Dirk J. Debbink Mgmt For For

1.5 Elect Director Steven J. Johnston Mgmt For For

1.6 Elect Director Kenneth C. Lichtendahl Mgmt For For

1.7 Elect Director W. Rodney McMullen Mgmt For Against



CEO or Non-Executive Directors not to hold too many external roles to ensure they can undertake their duties effectively.

1.8 Elect Director David P. Osborn Mgmt For For

1.9 Elect Director Gretchen W. Price

Mgmt

For

Against



1.10 Elect Director Thomas R. Schiff Mgmt For For

1.11 Elect Director Douglas S. Skidmore Mgmt For For

1.12 Elect Director Kenneth W. Stecher Mgmt For For

1.13 Elect Director John F. Steele, Jr. Mgmt For For

1.14 Elect Director Larry R. Webb Mgmt For For



Mgmt For Against





on a regular basis.


DISH Network Corporation



Primary Security ID: 25470M109

Ticker: DISH

Primary ISIN: US25470M1099

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Kathleen Q. Abernathy Mgmt For For

1.2 Elect Director George R. Brokaw

Mgmt

For

Withhold

Blended Rationale: Remuneration: A vote against has been applied as LGIM expects companies to obtain annual shareholder

approval of executive directorsâ?? pay and non-executive directorsâ?? fees.Remuneration: Performance conditions. A vote

against is applied as LGIM expects a sufficient portion of awards to be assessed against performance conditions to ensure

alignment of remuneration with company performance.

1.3 Elect Director James DeFranco Mgmt For For

1.4 Elect Director Cantey M. Ergen Mgmt For For

1.5 Elect Director Charles W. Ergen Mgmt For For

1.6 Elect Director Charles M. Lillis Mgmt For For

1.7 Elect Director Afshin Mohebbi Mgmt For Withhold

Blended Rationale: Average board tenure - A vote against is applied as LGIM expects a board to be regularly refreshed in order

to maintain relevant skills, experience and diversity.

1.8 Elect Director Tom A. Ortolf Mgmt For For

1.9 Elect Director Carl E. Vogel

Mgmt

For

Withhold





Mgmt

For

Against

Blended 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 (overriding factor)- The plan permits cash buyout of awards without

shareholder approval (overriding factor)- The equity program is estimated to be excessively dilutive (overriding factor)- The

plan provides for option reloads (overriding factor)- Plan cost is excessive- Estimated duration of available and proposed shares

exceeds six years- Disclosure of CIC vesting treatment is incomplete- The plan allows broad discretion to accelerate vesting

EOG Resources, Inc.



Primary Security ID: 26875P101

Ticker: EOG

Primary ISIN: US26875P1012


EOG Resources, Inc.

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a

Elect Director Janet F. Clark

Mgmt

For

For

1b Elect Director Charles R. Crisp Mgmt For For

1c Elect Director Robert P. Daniels Mgmt For For

1d Elect Director James C. Day Mgmt For For

1e Elect Director C. Christopher Gaut Mgmt For Against



1f Elect Director Julie J. Robertson Mgmt For For

1g Elect Director Donald F. Textor

Mgmt

For

Against



1h Elect Director William R. Thomas Mgmt For For

2 Ratify Deloitte & Touche LLP as Auditors Mgmt For For



Mgmt For For

Honeywell International Inc.




Ticker: HON


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1A

Elect Director Darius Adamczyk

Mgmt

For

For

1B Elect Director Duncan B. Angove Mgmt For For

1C Elect Director William S. Ayer Mgmt For For

1D Elect Director Kevin Burke Mgmt For For

1E Elect Director Jaime Chico Pardo Mgmt For Against



1F Elect Director D. Scott Davis Mgmt For For


Honeywell International Inc.

Proposal Vote


1G

Elect Director Linnet F. Deily

Mgmt

For

For

1H Elect Director Judd Gregg Mgmt For For

1I Elect Director Clive Hollick Mgmt For For

1J Elect Director Grace D. Lieblein Mgmt For For

1K Elect Director George Paz Mgmt For For

1L Elect Director Robin L. Washington Mgmt For For



Mgmt For Against




4 Provide Right to Act by Written Consent SH

Against

Against

5 Report on Lobbying Payments and Policy SH

Against

For


such contributions

The Boeing Company




Ticker: BA


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a

Elect Director Robert A. Bradway

Mgmt

For

For

1b Elect Director David L. Calhoun Mgmt For For

1c Elect Director Arthur D. Collins, Jr. Mgmt For For

1d Elect Director Edmund P. Giambastiani, Jr. Mgmt For For

1e Elect Director Lynn J. Good Mgmt For For

1f Elect Director Nikki R. Haley Mgmt For For

1g Elect Director Lawrence W. Kellner Mgmt For For

1h Elect Director Caroline B. Kennedy Mgmt For For

1i Elect Director Edward M. Liddy Mgmt For For

1j Elect Director Dennis A. Muilenburg Mgmt For For


The Boeing Company

Proposal Vote


1k

Elect Director Susan C. Schwab

Mgmt

For

For

1l Elect Director Ronald A. Williams Mgmt For For

1m Elect Director Mike S. Zafirovski Mgmt For For



Mgmt For For

3 Ratify Deloitte & Touche LLP as Auditors Mgmt For Against


on a regular basis.

4 Report on Lobbying Payments and Policy SH Against For


such contributions

5 Adjust Executive Compensation Metrics for SH

Share Buybacks


Against

Against

Against

For


Board Chair.




8 Adopt Share Retention Policy For Senior SH

Executives

Against For

Blended Rationale: Remuneration: A vote in favour is applied as LGIM supports stock retention or holding periods to be applied

to executive remuneration plans.

United Technologies Corporation




Ticker: UTX


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

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

1b Elect Director Diane M. Bryant

Mgmt

For

For

1c Elect Director John V. Faraci

Mgmt

For

For


United Technologies Corporation

Proposal Vote


1d Elect Director Jean-Pierre Garnier Mgmt For Against



CEO or Non-Executive Directors not to hold too many external roles to ensure they can undertake their duties effectively.

1e Elect Director Gregory J. Hayes Mgmt For For

1f Elect Director Christopher J. Kearney Mgmt For For

1g Elect Director Ellen J. Kullman Mgmt For For

1h Elect Director Marshall O. Larsen Mgmt For For

1i Elect Director Harold W. McGraw, III Mgmt For For

1j Elect Director Margaret L. O'Sullivan Mgmt For For

1k Elect Director Denise L. Ramos Mgmt For For

1l Elect Director Fredric G. Reynolds Mgmt For For

1m Elect Director Brian C. Rogers Mgmt For For



Mgmt For Against





on a regular basis.

4 Eliminate Supermajority Vote Requirement to

Approve Certain Business Combinations

Mgmt For For

5 Ratify The Reduced Ownership Threshold to

Call a Special Meeting

Mgmt For For

Apartment Investment And Management Company




Ticker: AIV


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Terry Considine Mgmt For For

1.2 Elect Director Thomas L. Keltner

Mgmt

For

For


Apartment Investment And Management Company

Proposal Vote


1.3 Elect Director J. Landis Martin Mgmt For Against



1.4 Elect Director Robert A. Miller Mgmt For For

1.5 Elect Director Kathleen M. Nelson Mgmt For For

1.6 Elect Director Ann Sperling Mgmt For For

1.7 Elect Director Michael A. Stein Mgmt For For

1.8 Elect Director Nina A.Tran Mgmt For For




Mgmt For For

Bausch Health Cos., Inc.




Ticker: BHC


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Richard U. De Schutter Mgmt For For

1b Elect Director D. Robert Hale

Mgmt

For

For

1c Elect Director Argeris (Jerry) N. Karabelas

Mgmt

For

Withhold


1d Elect Director Sarah B. Kavanagh Mgmt For For

1e Elect Director Joseph C. Papa Mgmt For For

1f Elect Director John A. Paulson Mgmt For For

1g Elect Director Robert N. Power Mgmt For For

1h Elect Director Russel C. Robertson Mgmt For For

1i Elect Director Thomas W. Ross, Sr. Mgmt For For

1j Elect Director Andrew C. von Eschenbach Mgmt For For

1k Elect Director Amy B. Wechsler Mgmt For For


Bausch Health Cos., Inc.

Proposal Vote



Approach

Mgmt For Against



3 Approve PricewaterhouseCoopers LLP as Mgmt


Remuneration

BB&T Corporation

For For




Ticker: BBT


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Jennifer S. Banner Mgmt For Against



1.2 Elect Director K. David Boyer, Jr. Mgmt For For

1.3 Elect Director Anna R. Cablik

Mgmt

For

Against



1.4 Elect Director Patrick C. Graney, III Mgmt For For

1.5 Elect Director I. Patricia Henry Mgmt For For

1.6 Elect Director Kelly S. King Mgmt For For

1.7 Elect Director Louis B. Lynn Mgmt For For

1.8 Elect Director Easter A. Maynard Mgmt For For

1.9 Elect Director Charles A. Patton Mgmt For For

1.10 Elect Director Nido R. Qubein Mgmt For For

1.11 Elect Director William J. Reuter Mgmt For For

1.12 Elect Director Tollie W. Rich, Jr. Mgmt For For

1.13 Elect Director Christine Sears Mgmt For For

1.14 Elect Director Thomas E. Skains Mgmt For For

1.15 Elect Director Thomas N. Thompson Mgmt For For


BB&T Corporation

Proposal Vote



Auditors



Mgmt

Mgmt

For

For

For

For

Canadian National Railway Co.




Ticker: CNR


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director Shauneen Bruder

Mgmt

For

For

1.2 Elect Director Donald J. Carty Mgmt For For

1.3 Elect Director Gordon D. Giffin Mgmt For For

1.4 Elect Director Julie Godin Mgmt For For

1.5 Elect Director Edith E. Holiday Mgmt For Withhold



1.6 Elect Director V. Maureen Kempston Darkes Mgmt For For

1.7 Elect Director Denis Losier

Mgmt

For

Withhold



1.8 Elect Director Kevin G. Lynch Mgmt For For

1.9 Elect Director James E. O'Connor Mgmt For For

1.10 Elect Director Robert Pace Mgmt For For

1.11 Elect Director Robert L. Phillips Mgmt For Withhold



1.12 Elect Director Jean-Jacques Ruest Mgmt For For

1.13 Elect Director Laura Stein Mgmt For For



Approach

Mgmt For For


Encana Corp.




Ticker: ECA


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director Peter A. Dea

Mgmt

For

For

1.2 Elect Director Fred J. Fowler Mgmt For For

1.3 Elect Director Howard J. Mayson Mgmt For For

1.4 Elect Director Lee A. McIntire Mgmt For For

1.5 Elect Director Margaret A. McKenzie Mgmt For For

1.6 Elect Director Steven W. Nance Mgmt For For

1.7 Elect Director Suzanne P. Nimocks Mgmt For For

1.8 Elect Director Thomas G. Ricks Mgmt For For

1.9 Elect Director Brian G. Shaw Mgmt For For

1.10 Elect Director Douglas J. Suttles Mgmt For For

1.11 Elect Director Bruce G. Waterman Mgmt For For

1.12 Elect Director Clayton H. Woitas Mgmt For For

2 Approve PricewaterhouseCoopers LLP as


Remuneration

Mgmt For Withhold


on a regular basis.

3 Amend Shareholder Rights Plan Mgmt For For




Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted beacause the company will pay severance to an NEO upon her

retirement. The payment of severance upon a voluntary retirement is not common market practice, as severance is intended as

a protection against involuntary job loss. Furthermore, while incentive programs appear largely performance-based, both

programs paid out well above target, while providing incomplete goal disclosure.

Exelon Corporation



Primary Security ID: 30161N101

Ticker: EXC

Primary ISIN: US30161N1019


Exelon Corporation

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a

Elect Director Anthony K. Anderson

Mgmt

For

For

1b Elect Director Ann C. Berzin Mgmt For For

1c Elect Director Laurie Brlas Mgmt For For

1d Elect Director Christopher M. Crane Mgmt For For

1e Elect Director Yves C. de Balmann Mgmt For For

1f Elect Director Nicholas DeBenedictis Mgmt For For

1g Elect Director Linda P. Jojo Mgmt For For

1h Elect Director Paul L. Joskow Mgmt For For

1i Elect Director Robert J. Lawless Mgmt For For

1j Elect Director Richard W. Mies Mgmt For For

1k Elect Director Mayo A. Shattuck, III Mgmt For Against



1l Elect Director Stephen D. Steinour Mgmt For Against



1m Elect Director John F. Young Mgmt For For


Mgmt

For

For



4 Report on Costs and Benefits of

Environment-related Activities

Mgmt

SH

For

Against

For

Against

FMC Corporation




Ticker: FMC


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a Elect Director Pierre Brondeau Mgmt For Against


FMC Corporation

Proposal


Vote




1b Elect Director Eduardo E. Cordeiro Mgmt For For

1c Elect Director G. Peter D'Aloia Mgmt For For

1d Elect Director C. Scott Greer

Mgmt

For

Against




1e Elect Director K'Lynne Johnson Mgmt For For

1f Elect Director Dirk A. Kempthorne Mgmt For For

1g Elect Director Paul J. Norris Mgmt For For

1h Elect Director Margareth Ovrum Mgmt For For

1i Elect Director Robert C. Pallash Mgmt For For

1j Elect Director William H. Powell Mgmt For For

1k Elect Director Vincent R. Volpe, Jr. Mgmt For For



on a regular basis.



Mgmt For Against



4 Eliminate Supermajority Vote Requirements

to Remove Directors

Mgmt For For

Huntington Ingalls Industries, Inc.




Ticker: HII


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1 Elect Director Philip M. Bilden Mgmt For For

1.2 Elect Director Augustus L. Collins

Mgmt

For

For

1.3 Elect Director Kirkland H. Donald

Mgmt

For

For


Huntington Ingalls Industries, Inc.

Proposal


Vote


1.4 Elect Director Thomas B. Fargo

Mgmt

For

Withhold



1.5 Elect Director Victoria D. Harker Mgmt For For

1.6 Elect Director Anastasia D. Kelly Mgmt For For

1.7 Elect Director Tracy B. McKibben Mgmt For For

1.8 Elect Director C. Michael Petters Mgmt For For

1.9 Elect Director Thomas C. Schievelbein Mgmt For For

1.10 Elect Director John K. Welch Mgmt For For

1.11 Elect Director Stephen R. Wilson Mgmt For For



Mgmt For For

3 Ratify Deloitte and Touche LLP as Auditor Mgmt For For




International Business Machines Corporation




Ticker: IBM


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director Michael L. Eskew

Mgmt

For

For

1.2 Elect Director David N. Farr Mgmt For For

1.3 Elect Director Alex Gorsky Mgmt For For

1.4 Elect Director Michelle J. Howard Mgmt For For

1.5 Elect Director Shirley Ann Jackson Mgmt For Against

Blended Rationale: Joint Chairman/CEO: A vote against is applied as LGIM expects companies to respond to a meaningful level

of shareholder support requesting the company to implement an independent Board Chair.

1.6 Elect Director Andrew N. Liveris Mgmt For For

1.7 Elect Director Martha E. Pollack

Mgmt

For

For


International Business Machines Corporation

Proposal Vote


1.8

Elect Director Virginia M. Rometty

Mgmt

For

For

1.9 Elect Director Joseph R. Swedish Mgmt For For

1.10 Elect Director Sidney Taurel Mgmt For For

1.11 Elect Director Peter R. Voser Mgmt For For

1.12 Elect Director Frederick H. Waddell Mgmt For For


Auditors

Mgmt For Against


on a regular basis.



Mgmt For For

4 Amend Executive Incentive Bonus Plan Mgmt For For




Board Chair.

Kimco Realty Corporation




Ticker: KIM


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1a

Elect Director Milton Cooper

Mgmt

For

For

1b Elect Director Philip E. Coviello Mgmt For For

1c Elect Director Conor C. Flynn Mgmt For For

1d Elect Director Frank Lourenso Mgmt For For

1e Elect Director Colombe M. Nicholas Mgmt For For

1f Elect Director Mary Hogan Preusse Mgmt For For

1g Elect Director Valerie Richardson Mgmt For For

1h Elect Director Richard B. Saltzman Mgmt For Against




Kimco Realty Corporation

Proposal Vote





Mgmt

Mgmt

For

For

For

For

PACCAR Inc




Ticker: PCAR


Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1.1

Elect Director Mark C. Pigott

Mgmt

For

For

1.2 Elect Director Ronald E. Armstrong Mgmt For For

1.3 Elect Director Dame Alison J. Carnwath Mgmt For For

1.4 Elect Director Franklin L. Feder Mgmt For For

1.5 Elect Director Beth E. Ford Mgmt For For

1.6 Elect Director Kirk S. Hachigian Mgmt For Against



1.7 Elect Director Roderick C. McGeary Mgmt For For

1.8 Elect Director John M. Pigott Mgmt For For

1.9 Elect Director Mark A. Schulz Mgmt For For

1.10 Elect Director Gregory M. E. Spierkel Mgmt For For

1.11 Elect Director Charles R. Williamson Mgmt For For

2 Provide Right to Act by Written Consent SH Against For

Blended Rationale: Shareholder rights: A vote in favour is applied as the company does not have the provision for shareholders

to call a special meeting.

Valero Energy Corporation



Primary Security ID: 91913Y100

Ticker: VLO

Primary ISIN: US91913Y1001


Valero Energy Corporation

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1A

Elect Director H. Paulett Eberhart

Mgmt

For

For

1B Elect Director Joseph W. Gorder Mgmt For For

1C Elect Director Kimberly S. Greene Mgmt For For

1D Elect Director Deborah P. Majoras Mgmt For For

1E Elect Director Donald L. Nickles Mgmt For For

1F Elect Director Philip J. Pfeiffer Mgmt For For

1G Elect Director Robert A. Profusek Mgmt For For

1H Elect Director Stephen M. Waters Mgmt For For

1I Elect Director Randall J. Weisenburger Mgmt For For

1J Elect Director Rayford Wilkins, Jr. Mgmt For For




Mgmt For For

vote summary report north america april 2019 · 2020-06-09 · 1.6 elect director martin s....

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