vote summary report north america may 2019 · 2020-06-09 · 1.9 elect director james s. hunt mgmt...

May 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: 05/01/2019 to 05/31/2019

Archer-Daniels-Midland Company

Meeting Date: 05/01/2019 Country: USA

Meeting Type: Annual

Primary Security ID: 039483102

Ticker: ADM

Primary ISIN: US0394831020

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

1.1 Elect Director Alan L. Boeckmann Mgmt For For

1.2 Elect Director Michael S. Burke Mgmt For For

1.3 Elect Director Terrell K. Crews Mgmt For For

1.4 Elect Director Pierre Dufour Mgmt For For

1.5 Elect Director Donald E. Felsinger Mgmt For For

1.6 Elect Director Suzan F. Harrison Mgmt For For

1.7 Elect Director Juan R. Luciano Mgmt For For

1.8 Elect Director Patrick J. Moore Mgmt For Against

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.

1.9 Elect Director Francisco J. Sanchez Mgmt For For

1.10 Elect Director Debra A. Sandler Mgmt For For

1.11 Elect Director Lei Z. Schlitz Mgmt For For

1.12 Elect Director Kelvin R. Westbrook Mgmt For Against


2 Ratify Ernst & Young LLP as Auditor Mgmt 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.

3 Advisory Vote to Ratify Named Executive Mgmt For For

Officers' Compensation

Brown & Brown, Inc.




Ticker: BRO



Brown & Brown, Inc.

Proposal Vote


1.1 Elect Director J. Hyatt Brown Mgmt For For

1.2 Elect Director Samuel P. Bell, III Mgmt For For

1.3 Elect Director Hugh M. Brown Mgmt For For

1.4 Elect Director J. Powell Brown Mgmt For For

1.5 Elect Director Bradley Currey, Jr. Mgmt For For

1.6 Elect Director Lawrence L. Gellerstedt, III Mgmt For For

1.7 Elect Director James C. Hays Mgmt For For

1.8 Elect Director Theodore J. Hoepner Mgmt For For

1.9 Elect Director James S. Hunt Mgmt For For

1.10 Elect Director Toni Jennings Mgmt For For

1.11 Elect Director Timothy R.M. Main Mgmt For For

1.12 Elect Director H. Palmer Proctor, Jr. Mgmt For For

1.13 Elect Director Wendell S. Reilly Mgmt For For

1.14 Elect Director Chilton D. Varner Mgmt For For

2 Ratify Deloitte & Touche LLP as Auditors Mgmt For For

3 Advisory Vote to Ratify Named Executive


Mgmt For For

4 Approve Omnibus Stock Plan Mgmt For For

Cabot Oil & Gas Corporation




Ticker: COG


Proposal Vote


1.1 Elect Director Dorothy M. Ables Mgmt For For

1.2 Elect Director Rhys J. Best Mgmt For Withhold

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.


Cabot Oil & Gas Corporation

Proposal

Number Proposal Text Vote Instruction Proponent Mgmt Rec

1.3 Elect Director Robert S. Boswell Mgmt For For

1.4 Elect Director Amanda M. Brock Mgmt For For

1.5 Elect Director Peter B. Delaney Mgmt For For

1.6 Elect Director Dan O. Dinges Mgmt For For

1.7 Elect Director Robert Kelley Mgmt For Withhold


1.8 Elect Director W. Matt Ralls Mgmt For For

1.9 Elect Director Marcus A. Watts Mgmt For For

2 Ratify PricewaterhouseCoopers LLP as Auditor Mgmt For Against


3 Advisory Vote to Ratify Named Executive Mgmt


For For

Eversource Energy



Primary Security ID: 30040W108

Ticker: ES

Primary ISIN: US30040W1080

Proposal Vote


1.1 Elect Director Cotton M. Cleveland Mgmt For For

1.2 Elect Director Sanford Cloud, Jr. Mgmt For Against


1.3 Elect Director James S. DiStasio Mgmt For For

1.4 Elect Director Francis A. Doyle Mgmt For For

1.5 Elect Director Linda Dorcena Forry Mgmt For For

1.6 Elect Director James J. Judge Mgmt For For

1.7 Elect Director John Y. Kim Mgmt For For

1.8 Elect Director Kenneth R. Leibler Mgmt For For

1.9 Elect Director William C. Van Faasen Mgmt For For


Eversource Energy

Proposal Number Proposal Text

Vote Instruction Proponent Mgmt Rec

1.10 Elect Director Frederica M. Williams Mgmt For For



Mgmt For For


Federal Realty Investment Trust




Ticker: FRT


Proposal Vote


1.1 Elect Director Jon E. Bortz Mgmt For For

1.2 Elect Director David W. Faeder Mgmt For Against


1.3 Elect Director Elizabeth I. Holland Mgmt For For

1.4 Elect Director Mark S. Ordan Mgmt For For

1.5 Elect Director Gail P. Steinel Mgmt For For

1.6 Elect Director Warren M. Thompson Mgmt For For

1.7 Elect Director Joseph S. Vassalluzzo Mgmt For For

1.8 Elect Director Donald C. Wood 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.

3 Ratify Grant Thornton LLP as Auditor Mgmt For For

General Dynamics Corporation




Ticker: GD



General Dynamics Corporation

Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction

1a Elect Director James S. Crown Mgmt For Against


1b Elect Director Rudy F. deLeon Mgmt For For

1c Elect Director Cecil D. Haney Mgmt For For

1d Elect Director Lester L. Lyles Mgmt For For

1e Elect Director Mark M. Malcolm Mgmt For For

1f Elect Director Phebe N. Novakovic Mgmt For For

1g Elect Director C. Howard Nye Mgmt For For

1h Elect Director William A. Osborn Mgmt For Against

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

1i Elect Director Catherine B. Reynolds Mgmt For For

1j Elect Director Laura J. Schumacher Mgmt For For

1k Elect Director Peter A. Wall 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 awards to be assessed against performance conditions to ensure alignment of remuneration with company performance.

4 Amend Nonqualified Employee Stock

Purchase Plan

Mgmt For For

5 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.

International Flavors & Fragrances Inc.




Ticker: IFF



International Flavors & Fragrances Inc.

Proposal Vote


1a Elect Director Marcello V. Bottoli Mgmt For For

1b Elect Director Linda Buck Mgmt For For

1c Elect Director Michael L. Ducker Mgmt For For

1d Elect Director David R. Epstein Mgmt For For

1e Elect Director Roger W. Ferguson, Jr. Mgmt For Against


1f Elect Director John F. Ferraro Mgmt For For

1g Elect Director Andreas Fibig Mgmt For For

1h Elect Director Christina Gold Mgmt For For

1i Elect Director Katherine M. Hudson Mgmt For For

1j Elect Director Dale F. Morrison Mgmt For For

1k Elect Director Stephen Williamson Mgmt For For

2 Ratify PricewaterhouseCoopers LLP as

Auditors

Mgmt For Against


3 Advisory Vote to Ratify Named Executive Mgmt For Against



Livent Corporation

Meeting Date: 05/01/2019 Country: USA Primary Security ID: 53814L108

Meeting Type: Annual Ticker: LTHM

Primary ISIN: US53814L1089


1a Elect Director Michael F. Barry Mgmt For Against


1b Elect Director Steven T. Merkt Mgmt For For


Livent Corporation


2 Ratify KPMG LLP as Auditors Mgmt For For

MGM Resorts International




Ticker: MGM


Proposal Vote


1a Elect Director Mary Chris Gay Mgmt For For

1b Elect Director William W. Grounds Mgmt For For

1c Elect Director Alexis M. Herman Mgmt For Against


1d Elect Director Roland Hernandez 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.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.

1e Elect Director John Kilroy Mgmt For For

1f Elect Director Rose McKinney-James Mgmt For For

1g Elect Director Keith A. Meister Mgmt For For

1h Elect Director James J. Murren Mgmt For For

1i Elect Director Paul Salem Mgmt For For

1j Elect Director Gregory M. Spierkel Mgmt For For

1k Elect Director Jan G. Swartz Mgmt For For

1l Elect Director Daniel J. Taylor Mgmt For For




Mgmt For For


PepsiCo, Inc.




Ticker: PEP


Proposal Vote


1a Elect Director Shona L. Brown Mgmt For For

1b Elect Director Cesar Conde Mgmt For For

1c Elect Director Ian Cook Mgmt For For

1d Elect Director Dina Dublon Mgmt For For

1e Elect Director Richard W. Fisher Mgmt For For

1f Elect Director Michelle Gass Mgmt For For

1g Elect Director William R. Johnson Mgmt For For

1h Elect Director Ramon Laguarta Mgmt For For

1i Elect Director David C. Page Mgmt For For

1j Elect Director Robert C. Pohlad Mgmt For For

1k Elect Director Daniel Vasella Mgmt For Against


1l Elect Director Darren Walker Mgmt For For

1m Elect Director Alberto Weisser Mgmt For For




Mgmt For For

4 Eliminate Supermajority Vote Requirement Mgmt For For



6 Report on Pesticide Management SH Against Against

Philip Morris International Inc.




Ticker: PM



Philip Morris International Inc.

Proposal Vote


1.1 Elect Director Andre Calantzopoulos Mgmt For For

1.2 Elect Director Louis C. Camilleri Mgmt For Against


1.3 Elect Director Massimo Ferragamo Mgmt For For

1.4 Elect Director Werner Geissler Mgmt For

For

1.5 Elect Director Lisa A. Hook Mgmt For

For

1.6 Elect Director Jennifer Li Mgmt For

For

1.7 Elect Director Jun Makihara Mgmt For

For

1.8 Elect Director Kalpana Morparia Mgmt For

For

1.9 Elect Director Lucio A. Noto Mgmt For

For

1.10 Elect Director Frederik Paulsen Mgmt For

For

1.11 Elect Director Robert B. Polet Mgmt For

For

1.12 Elect Director Stephen M. Wolf Mgmt For

For



For

For

3 Ratify PricewaterhouseCoopers SA as Auditor Mgmt For For

Prologis, Inc.




Ticker: PLD


Proposal Vote


1a Elect Director Hamid R. Moghadam Mgmt For For

1b Elect Director Cristina G. Bita Mgmt For For

1c Elect Director George L. Fotiades Mgmt For Against



Prologis, Inc.

Proposal


1d Elect Director Philip L. Hawkins Mgmt For Against

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

1e Elect Director Lydia H. Kennard Mgmt For For

1f Elect Director J. Michael Losh Mgmt For Against

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.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.

1g Elect Director Irving F. Lyons, III Mgmt For For

1h Elect Director David P. O'Connor Mgmt For For

1i Elect Director Olivier Piani Mgmt For For

1j Elect Director Jeffrey L. Skelton Mgmt For Against


1k Elect Director Carl B. Webb Mgmt For For

1l Elect Director William D. Zollars Mgmt For For





Stryker Corporation




Ticker: SYK


Proposal Vote


1a Elect Director Mary K. Brainerd Mgmt For For

1b Elect Director Srikant M. Datar Mgmt For For

1c Elect Director Roch Doliveux Mgmt For For

1d Elect Director Louise L. Francesconi Mgmt For For

1e Elect Director Allan C. Golston Mgmt For For

1f Elect Director Kevin A. Lobo Mgmt For For


Stryker Corporation



1g Elect Director Sherilyn S. McCoy Mgmt For For

1h Elect Director Andrew K. Silvernail Mgmt For For

1i Elect Director Ronda E. Stryker Mgmt For For

1j Elect Director Rajeev Suri Mgmt For For





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

VEREIT, Inc.



Primary Security ID: 92339V100

Ticker: VER

Primary ISIN: US92339V1008

Proposal Vote


1a Elect Director Glenn J. Rufrano Mgmt For For

1b Elect Director Hugh R. Frater Mgmt For For

1c Elect Director David B. Henry Mgmt For For

1d Elect Director Mary Hogan Preusse Mgmt For For

1e Elect Director Richard J. Lieb Mgmt For For

1f Elect Director Mark S. Ordan Mgmt For For

1g Elect Director Eugene A. Pinover Mgmt For For

1h Elect Director Julie G. Richardson Mgmt For For



VEREIT, Inc.





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.A vote AGAINST this proposal is warranted. Bonuses are determined almost exclusively at the committee's discretion and paid out above-target in the context of a net loss. This is the second consecutive year of bonuses exceeding target value without a commensurate increase in performance results. Moreover, the committee approved time-based option awards for retention purposes. The additional grants of equity are not substantiated by improved long-term TSR performance.

Ameren Corporation




Ticker: AEE


Proposal Vote


1a Elect Director Warner L. Baxter Mgmt For For

1b Elect Director Catherine S. Brune Mgmt For For

1c Elect Director J. Edward Coleman Mgmt For For

1d Elect Director Ward H. Dickson Mgmt For For

1e Elect Director Noelle K. Eder Mgmt For For

1f Elect Director Ellen M. Fitzsimmons Mgmt For For

1g Elect Director Rafael Flores Mgmt For For

1h Elect Director Richard J. Harshman Mgmt For For

1i Elect Director Craig S. Ivey Mgmt For For

1j Elect Director James C. Johnson Mgmt For For

1k Elect Director Steven H. Lipstein Mgmt For For

1l Elect Director Stephen R. Wilson Mgmt For For



Mgmt For For


Auditors

Mgmt For Against



Ameren Corporation

Proposal


4 Other Business Mgmt For Against

Blended Rationale: Governance concerns: A vote against is applied as there is no information of what "Other Business" may involve at the time of voting.

BCE, Inc.

Meeting Date: 05/02/2019 Country: Canada


Primary Security ID: 05534B760

Ticker: BCE

Primary ISIN: CA05534B7604

Proposal Vote


1.1 Elect Director Barry K. Allen Mgmt For For

1.2 Elect Director Sophie Brochu Mgmt For For

1.3 Elect Director Robert E. Brown Mgmt For For

1.4 Elect Director George A. Cope Mgmt For For

1.5 Elect Director David F. Denison Mgmt For For

1.6 Elect Director Robert P. Dexter Mgmt For For

1.7 Elect Director Ian Greenberg Mgmt For For

1.8 Elect Director Katherine Lee Mgmt For For

1.9 Elect Director Monique F. Leroux Mgmt For For

1.10 Elect Director Gordon M. Nixon Mgmt For For

1.11 Elect Director Calin Rovinescu Mgmt For For

1.12 Elect Director Karen Sheriff Mgmt For For

1.13 Elect Director Robert C. Simmonds Mgmt For For

1.14 Elect Director Paul R. Weiss Mgmt For For

2 Ratify Deloitte LLP as Auditors Mgmt For Withhold


3 Advisory Vote on Executive Compensation Mgmt For Against

Approach



Cadence Design Systems, Inc.




Ticker: CDNS


Proposal Vote


1.1 Elect Director Mark W. Adams Mgmt For For

1.2 Elect Director Susan L. Bostrom Mgmt For For

1.3 Elect Director James D. Plummer Mgmt For For

1.4 Elect Director Alberto Sangiovanni-Vincentelli Mgmt For For

1.5 Elect Director John B. Shoven Mgmt For Against

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

1.6 Elect Director Roger S. Siboni Mgmt For Against


1.7 Elect Director Young K. Sohn Mgmt For For

1.8 Elect Director Lip-Bu Tan Mgmt For Against


1.9 Elect Director Mary Agnes Wilderotter Mgmt For For

2 Amend Omnibus Stock Plan Mgmt For For

3 Eliminate Supermajority Voting Requirement

for Specified Corporate Actions

Mgmt For For



Mgmt For Against



Capital One Financial Corporation



Primary Security ID: 14040H105

Ticker: COF

Primary ISIN: US14040H1059


Capital One Financial Corporation

Proposal Vote


1A Elect Director Richard D. Fairbank Mgmt For For

1B Elect Director Aparna Chennapragada Mgmt For For

1C Elect Director Ann Fritz Hackett Mgmt For For

1D Elect Director Peter Thomas Killalea Mgmt For For

1E Elect Director Cornelis Petrus Adrianus Joseph

"Eli" Leenaars

Mgmt For For

1F Elect Director Pierre E. Leroy Mgmt For For

1G Elect Director Francois Locoh-Donou Mgmt For For

1H Elect Director Peter E. Raskind Mgmt For For

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


1J Elect Director Bradford H. Warner Mgmt For For

1K Elect Director Catherine G. West Mgmt For For

2 Ratify Ernst & Young LLP as Auditors Mgmt For For



Mgmt For For


5 Provide Right to Act by Written Consent SH Against Against

Church & Dwight Co., Inc.




Ticker: CHD


Proposal Vote


1a Elect Director Bradley C. Irwin Mgmt For For

1b Elect Director Penry W. Price Mgmt For For


Church & Dwight Co., Inc.



1c Elect Director Arthur B. Winkleblack Mgmt For Against





3 Ratify Deloitte & Touche LLP as Auditors Mgmt For Against


Constellation Software Inc.


Meeting Type: Annual/Special

Primary Security ID: 21037X100

Ticker: CSU

Primary ISIN: CA21037X1006

Proposal Vote


1.1 Elect Director Jeff Bender Mgmt For For

1.2 Elect Director Lawrence Cunningham Mgmt For For

1.3 Elect Director Meredith (Sam) Hayes Mgmt For For

1.4 Elect Director Robert Kittel Mgmt For For

1.5 Elect Director Mark Leonard Mgmt For For

1.6 Elect Director Paul McFeeters Mgmt For For

1.7 Elect Director Mark Miller Mgmt For For

1.8 Elect Director Lori O'Neill Mgmt For For

1.9 Elect Director Stephen R. Scotchmer Mgmt For Withhold


1.10 Elect Director Robin Van Poelje Mgmt For For

2 Approve KPMG LLP as Auditors and Authorize

Board to Fix Their Remuneration

Mgmt For For

3 Approve Increase in Maximum Number of

Directors from Ten to Fifteen

Mgmt For For


Constellation Software Inc.

Proposal



Approach


Corning Incorporated




Ticker: GLW


Proposal Vote


1a Elect Director Donald W. Blair Mgmt For For

1b Elect Director Leslie A. Brun Mgmt For Against


1c Elect Director Stephanie A. Burns Mgmt For For

1d Elect Director John A. Canning, Jr. Mgmt For For

1e Elect Director Richard T. Clark Mgmt For For

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

1g Elect Director Deborah A. Henretta Mgmt For For

1h Elect Director Daniel P. Huttenlocher Mgmt For For

1i Elect Director Kurt M. Landgraf Mgmt For For

1j Elect Director Kevin J. Martin Mgmt For For

1k Elect Director Deborah D. Rieman Mgmt For Against


1l Elect Director Hansel E. Tookes, II Mgmt For Against


1m Elect Director Wendell P. Weeks Mgmt For Against



Corning Incorporated

Proposal


1n Elect Director Mark S. Wrighton Mgmt For For



Mgmt For For



4 Approve Non-Employee Director Omnibus Mgmt

Stock Plan

Dover Corporation

For For




Ticker: DOV


Proposal Vote


1a Elect Director H. John Gilbertson, Jr. Mgmt For For

1b Elect Director Kristiane C. Graham Mgmt For For

1c Elect Director Michael F. Johnston Mgmt For For

1d Elect Director Eric A. Spiegel Mgmt For For

1e Elect Director Richard J. Tobin Mgmt For For

1f Elect Director Stephen M. Todd Mgmt For For

1g Elect Director Stephen K. Wagner Mgmt For For

1h Elect Director Keith E. Wandell Mgmt For Against


1i Elect Director Mary A. Winston Mgmt For For


Auditor

Mgmt For For



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.A vote AGAINST the proposal is warranted. While the increase in CEO pay was primarily due to new hire and make-whole grants, other structural pay concerns remain in incentive programs. Namely, the annual incentive program has a large discretionary element and the company provides limited details on payout determinations. Further, the long-term program is predominately time-based, a practice which is increasingly uncommon among large-cap companies.


Dover Corporation

Proposal


4 Eliminate Supermajority Vote Requirement for Mgmt

Amendments to Article 15

For For

5 Eliminate Supermajority Vote Requirement for Mgmt

Amendments to Article 16

For For

Duke Energy Corporation



Primary Security ID: 26441C204

Ticker: DUK

Primary ISIN: US26441C2044

Proposal Vote


1.1 Elect Director Michael G. Browning Mgmt For For

1.2 Elect Director Annette K. Clayton Mgmt For For

1.3 Elect Director Theodore F. Craver, Jr. Mgmt For For

1.4 Elect Director Robert M. Davis Mgmt For For

1.5 Elect Director Daniel R. DiMicco Mgmt For For

1.6 Elect Director Lynn J. Good Mgmt For For

1.7 Elect Director John T. Herron Mgmt For For

1.8 Elect Director William E. Kennard Mgmt For For

1.9 Elect Director E. Marie McKee Mgmt For For

1.10 Elect Director Charles W. Moorman, IV Mgmt For For

1.11 Elect Director Marya M. Rose Mgmt For For

1.12 Elect Director Carlos A. Saladrigas Mgmt For For

1.13 Elect Director Thomas E. Skains Mgmt For For

1.14 Elect Director William E. Webster, Jr. Mgmt For For





Mgmt For For

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.


Duke Energy Corporation

Proposal


5 Report on Lobbying Payments and Policy SH Against For

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

6 Report on Mitigating Health and Climate SH Against For

Impacts of Duke Energy's Coal Use

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

7 Report on Costs and Benefits of Voluntary SH Against Against

Environment-Related Activities

Eastman Chemical Company




Ticker: EMN


Proposal Vote


1.1 Elect Director Humberto P. Alfonso Mgmt For For

1.2 Elect Director Brett D. Begemann Mgmt For For

1.3 Elect Director Michael P. Connors Mgmt For Against


1.4 Elect Director Mark J. Costa Mgmt For For

1.5 Elect Director Robert M. Hernandez Mgmt For Against


1.6 Elect Director Julie F. Holder Mgmt For For

1.7 Elect Director Renee J. Hornbaker Mgmt For For

1.8 Elect Director Lewis M. Kling Mgmt For For

1.9 Elect Director Kim Ann Mink Mgmt For Against


1.10 Elect Director James J. O'Brien Mgmt For For


Eastman Chemical Company



1.11 Elect Director David W. Raisbeck Mgmt For Against




3 Ratify PricewaterhouseCoopers LLP as Auditor Mgmt For For


Ecolab Inc.




Ticker: ECL


Proposal Vote


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

1b Elect Director Shari L. Ballard Mgmt For For

1c Elect Director Barbara J. Beck Mgmt For For

1d Elect Director Leslie S. Biller Mgmt For For

1e Elect Director Jeffrey M. Ettinger Mgmt For For

1f Elect Director Arthur J. Higgins Mgmt For Against


1g Elect Director Michael Larson Mgmt For Against


1h Elect Director David W. MacLennan Mgmt For For

1i Elect Director Tracy B. McKibben Mgmt For For

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

1k Elect Director Victoria J. Reich Mgmt For For

1l Elect Director Suzanne M. Vautrinot Mgmt For For


Ecolab Inc.



1m Elect Director John J. Zillmer 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.Remuneration: A vote against is applied as LGIM has had concerns with the remuneration policy for 3 years.

2 Ratify PricewaterhouseCoopers LLP as Mgmt For Against

Auditors







Equifax Inc.




Ticker: EFX


Proposal Vote


1a Elect Director Mark W. Begor Mgmt For For

1b Elect Director Mark L. Feidler Mgmt For For

1c Elect Director G. Thomas Hough Mgmt For For

1d Elect Director Robert D. Marcus Mgmt For For

1e Elect Director Siri S. Marshall Mgmt For For

1f Elect Director Scott A. McGregor Mgmt For For

1g Elect Director John A. McKinley Mgmt For For

1h Elect Director Robert W. Selander Mgmt For For

1i Elect Director Elane B. Stock Mgmt For For

1j Elect Director Heather H. Wilson Mgmt For For


Equifax Inc.







Fluor Corporation




Ticker: FLR


Proposal Vote


1A Elect Director Peter K. Barker Mgmt For For

1B Elect Director Alan M. Bennett Mgmt For For

1C Elect Director Rosemary T. Berkery Mgmt For For

1D Elect Director Alan L. Boeckmann Mgmt For For

1E Elect Director Peter J. Fluor Mgmt For Against


1F Elect Director James T. Hackett Mgmt For Against


1G Elect Director Samuel J. Locklear, III Mgmt For For

1H Elect Director Deborah D. McWhinney Mgmt For For

1I Elect Director Armando J. Olivera Mgmt For For

1J Elect Director Matthew K. Rose Mgmt For For

1K Elect Director David T. Seaton Mgmt For For

1L Elect Director Nader H. Sultan Mgmt For For

1M Elect Director Lynn C. Swann 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.


Fluor Corporation




4 Adopt Quantitative Company-wide GHG Goals 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.

Fortis, Inc.




Ticker: FTS

Primary ISIN: CA3495531079

Proposal Vote


1.1 Elect Director Tracey C. Ball Mgmt For For

1.2 Elect Director Pierre J. Blouin Mgmt For For

1.3 Elect Director Paul J. Bonavia Mgmt For For

1.4 Elect Director Lawrence T. Borgard Mgmt For For

1.5 Elect Director Maura J. Clark Mgmt For For

1.6 Elect Director Margarita K. Dilley Mgmt For For

1.7 Elect Director Julie A. Dobson Mgmt For For

1.8 Elect Director Ida J. Goodreau Mgmt For For

1.9 Elect Director Douglas J. Haughey Mgmt For For

1.10 Elect Director Barry V. Perry Mgmt For For

1.11 Elect Director Joseph L. Welch Mgmt For For

1.12 Elect Director Jo Mark Zurel Mgmt For For

2 Approve Deloitte LLP as Auditors and

Authorize Board to Fix Their Remuneration

Mgmt For For

3 Advisory Vote on Executive Compensation

Approach

Mgmt For For


Great-West Lifeco, Inc.




Ticker: GWO

Primary ISIN: CA39138C1068

Proposal Vote


Meeting for Common and First Preferred Shareholders

Mgmt

1.1 Elect Director Michael R. Amend Mgmt For For

1.2 Elect Director Deborah J. Barrett Mgmt For For

1.3 Elect Director Heather E. Conway Mgmt For For

1.4 Elect Director Marcel R. Coutu Mgmt For Withhold

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.Vote WITHHOLD for Marcel Coutu and Paul Desmarais Jr. for attending less than 75 percent of board and committee meetings held during the previous fiscal year without a valid explanation.

1.5 Elect Director Andre Desmarais Mgmt For Withhold


1.6 Elect Director Paul Desmarais, Jr. Mgmt For Withhold

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.Vote WITHHOLD for Marcel Coutu and Paul Desmarais Jr. for attending less than 75 percent of board and committee meetings held during the previous fiscal year without a valid explanation.

1.7 Elect Director Gary A. Doer Mgmt For For

1.8 Elect Director David G. Fuller Mgmt For For

1.9 Elect Director Claude Genereux Mgmt For For

1.10 Elect Director J. David A. Jackson Mgmt For For

1.11 Elect Director Elizabeth C. Lempres Mgmt For For

1.12 Elect Director Paula B. Madoff Mgmt For For

1.13 Elect Director Paul A. Mahon Mgmt For For

1.14 Elect Director Susan J. McArthur Mgmt For For

1.15 Elect Director R. Jeffrey Orr Mgmt For Withhold


1.16 Elect Director Donald M. Raymond Mgmt For For

1.17 Elect Director T. Timothy Ryan Mgmt For For


Great-West Lifeco, Inc.

Proposal Vote


1.18 Elect Director Jerome J. Selitto Mgmt For For

1.19 Elect Director James M. Singh Mgmt For For

1.20 Elect Director Gregory D. Tretiak Mgmt For For

1.21 Elect Director Siim A. Vanaselja Mgmt For Withhold


1.22 Elect Director Brian E. Walsh Mgmt For For



Kimberly-Clark Corporation




Ticker: KMB


Proposal Vote


1.1 Elect Director Abelardo E. Bru Mgmt For For

1.2 Elect Director Robert W. Decherd Mgmt For For

1.3 Elect Director Thomas J. Falk Mgmt For For

1.4 Elect Director Fabian T. Garcia Mgmt For For

1.5 Elect Director Michael D. Hsu Mgmt For For

1.6 Elect Director Mae C. Jemison Mgmt For For

1.7 Elect Director Nancy J. Karch Mgmt For For

1.8 Elect Director S. Todd Maclin Mgmt For For

1.9 Elect Director Sherilyn S. McCoy Mgmt For For

1.10 Elect Director Christa S. Quarles Mgmt For For

1.11 Elect Director Ian C. Read Mgmt For For

1.12 Elect Director Marc J. Shapiro Mgmt For For

1.13 Elect Director Dunia A. Shive Mgmt For For

1.14 Elect Director Michael D. White Mgmt For For


Kimberly-Clark Corporation







Loblaw Companies Limited




Ticker: L


Proposal Vote


1.1 Elect Director Paul M. Beeston Mgmt For For

1.2 Elect Director Paviter S. Binning Mgmt For For

1.3 Elect Director Scott B. Bonham Mgmt For For

1.4 Elect Director Warren Bryant Mgmt For For

1.5 Elect Director Christie J.B. Clark Mgmt For For

1.6 Elect Director William A. Downe Mgmt For For

1.7 Elect Director Janice Fukakusa Mgmt For For

1.8 Elect Director M. Marianne Harris Mgmt For For

1.9 Elect Director Claudia Kotchka Mgmt For For

1.10 Elect Director Beth Pritchard Mgmt For For

1.11 Elect Director Sarah Raiss Mgmt For For

1.12 Elect Director Galen G. Weston Mgmt For Withhold

Blended Rationale: A vote against has been applied for the following reasons: The Company was divested from the Future World Range of Funds due to insufficient progress on climate change mitigation policies and procedures. In addition, LGIM expects a CEO not to hold too many external roles to ensure that they can undertake their duties effectively.

2 Approve KPMG LLP as Auditors and Authorize Mgmt


For For

3 Advisory Vote on Executive Compensation Mgmt

Approach

For Against


Shareholder Proposal Mgmt


Loblaw Companies Limited


4 Initiate an Annual Review of the Company's SH Against Against

Relative Compensation Inequality

Manulife Financial Corp.



Primary Security ID: 56501R106

Ticker: MFC

Primary ISIN: CA56501R1064

Proposal Vote


1.1 Elect Director Ronalee H. Ambrose Mgmt For For

1.2 Elect Director Joseph P. Caron Mgmt For For

1.3 Elect Director John M. Cassaday Mgmt For For

1.4 Elect Director Susan F. Dabarno Mgmt For For

1.5 Elect Director Sheila S. Fraser Mgmt For For

1.6 Elect Director Roy Gori Mgmt For For

1.7 Elect Director Tsun-yan Hsieh Mgmt For For

1.8 Elect Director P. Thomas Jenkins Mgmt For For

1.9 Elect Director Donald R. Lindsay Mgmt For For

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

1.11 Elect Director C. James Prieur Mgmt For For

1.12 Elect Director Andrea S. Rosen Mgmt For For

1.13 Elect Director Lesley D. Webster Mgmt For For

2 Ratify Ernst & Young LLP as Auditors Mgmt For Withhold


3 Advisory Vote on Executive Compensation Mgmt For For

Approach

NVR, Inc.



Primary Security ID: 62944T105

Ticker: NVR

Primary ISIN: US62944T1051


NVR, Inc.

Proposal Vote


1.1 Elect Director C. E. Andrews Mgmt For For

1.2 Elect Director Thomas D. Eckert Mgmt For Against

Blended Rationale: Votes AGAINST compensation committee members David Preiser, Thomas Eckert, W. Grady Rosier, and Susan Ross are warranted in their capacity as members of the committee responsible for reviewing director pay arrangements. The non-executive chairman received a $17.7 million option grant that raises significant concerns. Other non-employee directors receive relatively large periodic option grants. In both cases, the awards do not align with director election terms and also carry performance-vesting criteria, which are problematic features for director pay. The company does not adequately explain these problematic practices.

1.3 Elect Director Alfred E. Festa Mgmt For For

1.4 Elect Director Ed Grier Mgmt For For

1.5 Elect Director Manuel H. Johnson Mgmt For Against


1.6 Elect Director Alexandra A. Jung Mgmt For For

1.7 Elect Director Mel Martinez Mgmt For For

1.8 Elect Director William A. Moran Mgmt For For

1.9 Elect Director David A. Preiser Mgmt For Against

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.Votes AGAINST compensation committee members David Preiser, Thomas Eckert, W. Grady Rosier, and Susan Ross are warranted in their capacity as members of the committee responsible for reviewing director pay arrangements. The non-executive chairman received a $17.7 million option grant that raises significant concerns. Other non-employee directors receive relatively large periodic option grants. In both cases, the awards do not align with director election terms and also carry performance-vesting criteria, which are problematic features for director pay. The company does not adequately explain these problematic practices.

1.10 Elect Director W. Grady Rosier Mgmt For Against


1.11 Elect Director Susan Williamson Ross Mgmt For Against


1.12 Elect Director Dwight C. Schar Mgmt For For


NVR, Inc.


2 Ratify KPMG LLP as Auditor Mgmt For Against




Blended Rationale: The CEO received a $58.8 million stock option grant in 2018 intended to cover four years of equity awards, half of which is based on rigorous performance conditions. Nonetheless, given the magnitude of the award, even on an annualized basis, it would be expected that a substantial majority of the award would be conditioned upon performance objectives. As such, a vote AGAINST this proposal is warranted.

SNC-Lavalin Group Inc.




Ticker: SNC

Primary ISIN: CA78460T1057

Proposal Vote


1.1 Elect Director Jacques Bougie Mgmt For For

1.2 Elect Director Neil Bruce Mgmt For For

1.3 Elect Director Isabelle Courville Mgmt For For

1.4 Elect Director Catherine J. Hughes Mgmt For For

1.5 Elect Director Kevin G. Lynch Mgmt For For

1.6 Elect Director Steven L. Newman Mgmt For For

1.7 Elect Director Jean Raby Mgmt For For

1.8 Elect Director Alain Rheaume Mgmt For For

1.9 Elect Director Eric D. Siegel Mgmt For For

1.10 Elect Director Zin Smati Mgmt For For

1.11 Elect Director Benita M. Warmbold Mgmt For For

2 Approve Deloitte LLP Auditors and Authorize


Mgmt For For


Approach

Mgmt For For



SNC-Lavalin Group Inc.



4 SP 1: Integration Of Environmental, Social SH Against For

And Governance (Esg) Criteria IntoExecutive

Compensation

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.

5 SP 2: Independence of Directors SH Against Against

Suncor Energy, Inc.




Ticker: SU


Proposal Vote


1.1 Elect Director Patricia M. Bedient Mgmt For For

1.2 Elect Director Mel E. Benson Mgmt For For

1.3 Elect Director John D. Gass Mgmt For For

1.4 Elect Director Dennis M. Houston Mgmt For For

1.5 Elect Director Mark S. Little Mgmt For For

1.6 Elect Director Brian P. MacDonald Mgmt For For

1.7 Elect Director Maureen McCaw Mgmt For For

1.8 Elect Director Eira M. Thomas Mgmt For For

1.9 Elect Director Michael M. Wilson Mgmt For For



Approach

Mgmt For For

The Goldman Sachs Group, Inc.



Primary Security ID: 38141G104

Ticker: GS

Primary ISIN: US38141G1040


The Goldman Sachs Group, Inc.

Proposal Vote


1a Elect Director M. Michele Burns Mgmt For For

1b Elect Director Drew G. Faust Mgmt For For

1c Elect Director Mark A. Flaherty Mgmt For For

1d Elect Director Ellen J. Kullman Mgmt For For

1e Elect Director Lakshmi N. Mittal Mgmt For Against


1f Elect Director Adebayo O. Ogunlesi Mgmt For For

1g Elect Director Peter Oppenheimer Mgmt For For

1h Elect Director David M. Solomon Mgmt For For

1i Elect Director Jan E. Tighe Mgmt For For

1j Elect Director David A. Viniar Mgmt For For

1k Elect Director Mark O. Winkelman Mgmt For For



Mgmt For Against





Total System Services, Inc.




Ticker: TSS



1a Elect Director F. Thaddeus Arroyo Mgmt For For


Total System Services, Inc.



1b Elect Director Kriss Cloninger, III Mgmt For Against


1c Elect Director Walter W. Driver, Jr. Mgmt For For

1d Elect Director Sidney E. Harris Mgmt For For

1e Elect Director Joia M. Johnson Mgmt For For

1f Elect Director Connie D. McDaniel Mgmt For For

1g Elect Director Richard A. Smith Mgmt For For

1h Elect Director John T. Turner Mgmt For Against


1i Elect Director M. Troy Woods Mgmt For For



3 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation


Verizon Communications Inc.




Ticker: VZ



1.1 Elect Director Shellye L. Archambeau 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.

1.2 Elect Director Mark T. Bertolini Mgmt For For

1.3 Elect Director Vittorio Colao Mgmt For For

1.4 Elect Director Melanie L. Healey Mgmt For For

1.5 Elect Director Clarence Otis, Jr. Mgmt For For


Verizon Communications Inc.

Proposal Vote Instruction Number Proposal Text Proponent Mgmt Rec

1.6 Elect Director Daniel H. Schulman Mgmt For Against


1.7 Elect Director Rodney E. Slater Mgmt For For

1.8 Elect Director Kathryn A. Tesija Mgmt For For

1.9 Elect Director Hans E. Vestberg Mgmt For For

1.10 Elect Director Gregory G. Weaver Mgmt For For




Mgmt For For

4 Eliminate Above-Market Earnings in Executive

Retirement Plans

SH Against For

Blended Rationale: A vote in favour of this proposal is warranted given that the proposal is narrowly tailored to eliminate a fringe benefit that is not a best practice



6 Report on Online Child Exploitation SH Against For

Blended Rationale: A vote in favour of this proposal is warranted, as additional information on risks related to potential sexual exploitation of children through the company’s products and services would give shareholders more information on how well the company is managing related risks.

7 Assess Feasibility of Cyber Security and Data SH Against Against Privacy as a Performance Measure for Senior

Executive Compensation

8 Submit Severance Agreement SH Against For (Change-in-Control) to Shareholder Vote

Blended Rationale: A vote FOR this item is warranted given that the proposal applies only to future severance arrangements, the current agreements will not be affected, and the proposal offers flexibility as to when the board may seek shareholder approval of a new or renewed severance arrangement, such as at the next annual meeting.

WEC Energy Group, Inc.



Primary Security ID: 92939U106

Ticker: WEC

Primary ISIN: US92939U1060


1.1 Elect Director Barbara L. Bowles Mgmt For Against


WEC Energy Group, Inc.




1.2 Elect Director Albert J. Budney, Jr. Mgmt For For

1.3 Elect Director Patricia W. Chadwick Mgmt For For

1.4 Elect Director Curt S. Culver Mgmt For For

1.5 Elect Director Danny L. Cunningham Mgmt For For

1.6 Elect Director William M. Farrow, III Mgmt For For

1.7 Elect Director Thomas J. Fischer Mgmt For For

1.8 Elect Director J. Kevin Fletcher Mgmt For For

1.9 Elect Director Gale E. Klappa Mgmt For For

1.10 Elect Director Henry W. Knueppel Mgmt For For

1.11 Elect Director Allen L. Leverett Mgmt For For

1.12 Elect Director Ulice Payne, Jr. Mgmt For For

1.13 Elect Director Mary Ellen Stanek Mgmt For For



Mgmt For Against


3 Ratify Deloitte & Touche LLP as Auditor Mgmt For For

Welltower Inc.



Primary Security ID: 95040Q104

Ticker: WELL

Primary ISIN: US95040Q1040

Proposal Vote


1a Elect Director Kenneth J. Bacon Mgmt For For

1b Elect Director Thomas J. DeRosa Mgmt For For

1c Elect Director Karen B. DeSalvo Mgmt For For

1d Elect Director Jeffrey H. Donahue Mgmt For Against



Welltower Inc.

Proposal


1e Elect Director Timothy J. Naughton Mgmt For Against


1f Elect Director Sharon M. Oster Mgmt For Against


1g Elect Director Sergio D. Rivera Mgmt For For

1h Elect Director Johnese M. Spisso Mgmt For For

1i Elect Director Kathryn M. Sullivan Mgmt For For

1j Elect Director R. Scott Trumbull Mgmt For Against


1k Elect Director Gary Whitelaw Mgmt For For





AbbVie Inc.



Primary Security ID: 00287Y109

Ticker: ABBV

Primary ISIN: US00287Y1091


1.1 Elect Director William H.L. Burnside Mgmt For Against

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.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.

1.2 Elect Director Brett J. Hart Mgmt For Against

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.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.

1.3 Elect Director Edward J. Rapp Mgmt For For



AbbVie Inc.






4 Eliminate Supermajority Vote Requirement for Mgmt For For

Amendments to the By-Law and Certificate of

Incorporation


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

6 Report on Integrating Risks Related to Drug SH Against For

Pricing into Senior Executive Compensation

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 price increases are taken into consideration in executive compensation programs.



CMS Energy Corporation




Ticker: CMS


Proposal Vote


1a Elect Director Jon E. Barfield Mgmt For For

1b Elect Director Deborah H. Butler Mgmt For For

1c Elect Director Kurt L. Darrow Mgmt For For

1d Elect Director Stephen E. Ewing Mgmt For For

1e Elect Director William D. Harvey Mgmt For For

1f Elect Director Patricia K. Poppe Mgmt For For

1g Elect Director John G. Russell Mgmt For For

1h Elect Director Suzanne F. Shank Mgmt For For

1i Elect Director Myrna M. Soto Mgmt For For

1j Elect Director John G. Sznewajs Mgmt For For


CMS Energy Corporation



1k Elect Director Laura H. Wright Mgmt For For



Mgmt For For


4 Report on Political Contributions Disclosure SH Against For


CSX Corporation




Ticker: CSX


Proposal Vote


1a Elect Director Donna M. Alvarado Mgmt For For

1b Elect Director Pamela L. Carter Mgmt For For

1c Elect Director James M. Foote Mgmt For For

1d Elect Director Steven T. Halverson Mgmt For For

1e Elect Director Paul C. Hilal Mgmt For For

1f Elect Director John D. McPherson Mgmt For For

1g Elect Director David M. Moffett Mgmt For For

1h Elect Director Linda H. Riefler Mgmt For For

1i Elect Director J. Steven Whisler Mgmt For For

1j Elect Director John J. Zillmer Mgmt For Against


2 Ratify Ernst & Young LLP as Auditors Mgmt For Against





Entergy Corporation




Ticker: ETR


Proposal Vote


1a Elect Director John R. Burbank Mgmt For For

1b Elect Director Patrick J. Condon Mgmt For For

1c Elect Director Leo P. Denault Mgmt For For

1d Elect Director Kirkland H. Donald Mgmt For For

1e Elect Director Philip L. Frederickson Mgmt For For

1f Elect Director Alexis M. Herman Mgmt For For

1g Elect Director M. Elise Hyland Mgmt For For

1h Elect Director Stuart L. Levenick Mgmt For For

1i Elect Director Blanche Lambert Lincoln Mgmt For For

1j Elect Director Karen A. Puckett Mgmt For For




Mgmt For For


IGM Financial, Inc.




Ticker: IGM


Proposal Vote


1.1 Elect Director Marc A. Bibeau Mgmt For For

1.2 Elect Director Jeffrey R. Carney Mgmt For For




IGM Financial, Inc.


Proponent

Mgmt Rec Vote

Instruction




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.Vote WITHHOLD for Paul Desmarais Jr. for attending less than 75 percent of board and committee meetings held during the previous fiscal year without a valid explanation. In addition, the company has not adopted a majority voting director resignation policy.

1.6 Elect Director Gary Doer Mgmt For For

1.7 Elect Director Susan Doniz Mgmt For For

1.8 Elect Director Claude Genereux 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.

1.9 Elect Director Sharon Hodgson Mgmt For For

1.10 Elect Director Sharon MacLeod Mgmt For For


1.12 Elect Director John McCallum Mgmt For Withhold




1.14 Elect Director Gregory D. Tretiak Mgmt For For

1.15 Elect Director Beth Wilson Mgmt For For



Illinois Tool Works Inc.




Ticker: ITW



Illinois Tool Works Inc.

Proposal Vote


1a Elect Director Daniel J. Brutto Mgmt For For

1b Elect Director Susan Crown Mgmt For For

1c Elect Director James W. Griffith Mgmt For For

1d Elect Director Jay L. Henderson Mgmt For For

1e Elect Director Richard H. Lenny Mgmt For For

1f Elect Director E. Scott Santi Mgmt For For

1g Elect Director James A. Skinner Mgmt For For

1h Elect Director David B. Smith, Jr. Mgmt For For

1i Elect Director Pamela B. Strobel Mgmt For For

1j Elect Director Kevin M. Warren Mgmt For For

1k Elect Director Anre D. Williams Mgmt For For




Mgmt For For




Pembina Pipeline Corporation




Ticker: PPL


Proposal Vote


1.1

Meeting for Common Shareholders

Elect Director Anne-Marie N. Ainsworth

Mgmt

Mgmt

For

For

1.2 Elect Director Michael (Mick) H. Dilger Mgmt For For

1.3 Elect Director Randall J. Findlay Mgmt For For


Pembina Pipeline Corporation


1.4 Elect Director Maureen E. Howe Mgmt For For

1.5 Elect Director Gordon J. Kerr Mgmt For For

1.6 Elect Director David M.B. LeGresley Mgmt For For

1.7 Elect Director Robert B. Michaleski Mgmt For For

1.8 Elect Director Leslie A. O'Donoghue Mgmt For For

1.9 Elect Director Bruce D. Rubin Mgmt For For

1.10 Elect Director Jeffrey T. Smith Mgmt For For

1.11 Elect Director Henry W. Sykes Mgmt For For

2 Approve KPMG LLP Auditors and Authorize


Mgmt For For

3 Re-approve Shareholder Rights Plan Mgmt For For

4 Increase Authorized Class A Preferred Shares Mgmt For For


Approach

Mgmt For For

Teleflex Incorporated




Ticker: TFX


Proposal Vote


1a Elect Director John C. Heinmiller Mgmt For For

1b Elect Director Andrew A. Krakauer Mgmt For Against


1c Elect Director Richard A. Packer Mgmt For Against

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.





Teleflex Incorporated

Proposal



Auditors


TransCanada Corp.



Primary Security ID: 89353D107

Ticker: TRP

Primary ISIN: CA89353D1078

Proposal Vote


1.1 Elect Director Stephan Cretier Mgmt For For

1.2 Elect Director Russell K. Girling Mgmt For For

1.3 Elect Director S. Barry Jackson Mgmt For For

1.4 Elect Director Randy Limbacher Mgmt For For

1.5 Elect Director John E. Lowe Mgmt For For

1.6 Elect Director Una Power Mgmt For For

1.7 Elect Director Mary Pat Salomone Mgmt For For

1.8 Elect Director Indira V. Samarasekera Mgmt For For

1.9 Elect Director D. Michael G. Stewart Mgmt For For



1.11 Elect Director Thierry Vandal Mgmt For For

1.12 Elect Director Steven W. Williams Mgmt For For

2 Approve KPMG LLP as Auditors and Authorize


Mgmt For Withhold



Approach

Mgmt For For

4 Change Company Name to TC Energy

Corporation/ Corporation TC Energie

Mgmt For For

5 Approve Shareholder Rights Plan Mgmt For For


TransCanada Corp.




6 Prepare a Report Outlining How the Company SH Against For

Respects Internationally Recognized

Standards for Indigenous Peoples Rights in its Business Activities

Blended Rationale: Human rights: A vote in favour is applied as LGIM supports proposals related to human rights policies as we consider this issue to be a material risk to companies.

Berkshire Hathaway Inc.




Ticker: BRK.B


Proposal Vote


1.1 Elect Director Warren E. Buffet Mgmt For For

1.2 Elect Director Charles T. Munger Mgmt For For

1.3 Elect Director Gregory E. Abel Mgmt For For

1.4 Elect Director Howard G. Buffett Mgmt For For

1.5 Elect Director Stephen B. Burke Mgmt For For

1.6 Elect Director Susan L. Decker Mgmt For For

1.7 Elect Director William H. Gates, III Mgmt For For

1.8 Elect Director David S. Gottesman Mgmt For For

1.9 Elect Director Charlotte Guyman Mgmt For For

1.10 Elect Director Ajit Jain Mgmt For For

1.11 Elect Director Thomas S. Murphy Mgmt For Withhold


1.12 Elect Director Ronald L. Olson Mgmt For For

1.13 Elect Director Walter Scott, Jr. Mgmt For Withhold

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.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.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.ITHHOLD votes are considered warranted for compensation committee chair Walter Scott Jr., given concerns raised for the first time with new disclosures around executive compensation.


Berkshire Hathaway Inc.

Proposal


1.14 Elect Director Meryl B. Witmer Mgmt

Aflac Incorporated

For For




Ticker: AFL


Proposal Vote


1a Elect Director Daniel P. Amos Mgmt For For

1b Elect Director W. Paul Bowers Mgmt For For

1c Elect Director Toshihiko Fukuzawa Mgmt For For

1d Elect Director Robert B. Johnson Mgmt For Against


1e Elect Director Thomas J. Kenny Mgmt For For

1f Elect Director Georgette D. Kiser Mgmt For For

1g Elect Director Karole F. Lloyd Mgmt For For

1h Elect Director Joseph L. Moskowitz Mgmt For For

1i Elect Director Barbara K. Rimer Mgmt For For

1j Elect Director Katherine T. Rohrer Mgmt For For

1k Elect Director Melvin T. Stith Mgmt For For



Mgmt For For



Eli Lilly and Company




Ticker: LLY



Eli Lilly and Company

Proposal Vote


1a Elect Director Ralph Alvarez Mgmt For Against

Blended Rationale: A vote AGAINST all director nominees is warranted for a material governance failure. The company's charter does not allow shareholders to amend the company's bylaws.

1b Elect Director Carolyn R. Bertozzi Mgmt For Against


1c Elect Director Juan R. Luciano Mgmt For Against


1d Elect Director Kathi P. Seifert Mgmt For Against





4 Declassify the Board of Directors Mgmt For For




LKQ Corporation




Ticker: LKQ



1a Elect Director A. Clinton Allen Mgmt For Against


1b Elect Director Meg A. Divitto Mgmt For For


LKQ Corporation



1c Elect Director Robert M. Hanser Mgmt For For

1d Elect Director Joseph M. Holsten Mgmt For For

1e Elect Director Blythe J. McGarvie Mgmt For For

1f Elect Director John W. Mendel Mgmt For For

1g Elect Director Jody G. Miller Mgmt For For

1h Elect Director John F. O'Brien Mgmt For Against


1i Elect Director Guhan Subramanian Mgmt For For

1j Elect Director William M. Webster, IV Mgmt For For

1k Elect Director Dominick Zarcone Mgmt For For




Mgmt For For

Albemarle Corporation




Ticker: ALB


Proposal Vote




Mgmt For For

2a Elect Director Mary Lauren Brlas Mgmt For For

2b Elect Director William H. Hernandez Mgmt For For

2c Elect Director Luther C. Kissam, IV Mgmt For For

2d Elect Director Douglas L. Maine Mgmt For For

2e Elect Director J. Kent Masters Mgmt For For

2f Elect Director James J. O'Brien Mgmt For For

2g Elect Director Diarmuid B. O'Connell Mgmt For For

2h Elect Director Dean L. Seavers Mgmt For For

2i Elect Director Gerald A. Steiner Mgmt For For


Albemarle Corporation



2j Elect Director Harriett Tee Taggart Mgmt For For

2k Elect Director Alejandro D. Wolff Mgmt For

For

3 Ratify PricewaterhouseCoopers LLP as Mgmt

Auditors

For

For

Ally Financial, Inc.



Primary Security ID: 02005N100

Ticker: ALLY

Primary ISIN: US02005N1000


1.1 Elect Director Franklin W. Hobbs Mgmt For Against


1.2 Elect Director Kenneth J. Bacon Mgmt For For

1.3 Elect Director Katryn "Trynka" Shineman

Blake

Mgmt For For

1.4 Elect Director Maureen A. Breakiron-Evans Mgmt For For

1.5 Elect Director William H. Cary Mgmt For For

1.6 Elect Director Mayree C. Clark Mgmt For For

1.7 Elect Director Kim S. Fennebresque Mgmt For Against


1.8 Elect Director Marjorie Magner Mgmt For For

1.9 Elect Director Brian H. Sharples Mgmt For For

1.10 Elect Director John J. Stack Mgmt For For

1.11 Elect Director Michael F. Steib Mgmt For For

1.12 Elect Director Jeffrey J. Brown 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: 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.


Ally Financial, Inc.

Proposal


3 Ratify Deloitte & Touche LLP as Auditor Mgmt For Against


American Express Company




Ticker: AXP


Proposal Vote


1a Elect Director Charlene Barshefsky Mgmt For For

1b Elect Director John J. Brennan Mgmt For For

1c Elect Director Peter Chernin Mgmt For For

1d Elect Director Ralph de la Vega Mgmt For For

1e Elect Director Anne Lauvergeon Mgmt For For

1f Elect Director Michael O. Leavitt Mgmt For For

1g Elect Director Theodore J. Leonsis Mgmt For For

1h Elect Director Stephen J. Squeri Mgmt For For

1i Elect Director Daniel L. Vasella Mgmt For For

1j Elect Director Ronald A. Williams Mgmt For For

1k Elect Director Christopher D. Young Mgmt For For




Mgmt For For


5 Adjust Executive Compensation Metrics for

Share Buybacks

SH Against Against

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.


Assurant, Inc.




Ticker: AIZ

Primary ISIN: US04621X1081

Proposal Vote


1a Elect Director Elaine D. Rosen Mgmt For For

1b Elect Director Juan N. Cento Mgmt For For

1c Elect Director Alan B. Colberg Mgmt For For

1d Elect Director Harriet Edelman Mgmt For For

1e Elect Director Lawrence V. Jackson Mgmt For For

1f Elect Director Charles J. Koch Mgmt For For

1g Elect Director Jean-Paul L. Montupet Mgmt For For

1h Elect Director Debra J. Perry Mgmt For Against


1i Elect Director Paul J. Reilly Mgmt For For

1j Elect Director Robert W. Stein Mgmt For

For


Auditors

For

For



For For


Autoliv, Inc.




Ticker: ALV


Proposal Vote


1.1 Elect Director Mikael Bratt Mgmt For For

1.2 Elect Director Jan Carlson Mgmt For Withhold



Autoliv, Inc.

Proposal


1.3 Elect Director Hasse Johansson Mgmt For For

1.4 Elect Director Leif Johansson Mgmt For For

1.5 Elect Director David E. Kepler Mgmt For For

1.6 Elect Director Franz-Josef Kortum Mgmt For For

1.7 Elect Director Xiaozhi Liu Mgmt For For

1.8 Elect Director Min Liu Mgmt For For

1.9 Elect Director James M. Ringler Mgmt For Withhold


1.10 Elect Director Thaddeus J. "Ted" Senko Mgmt For For




3 Ratify Ernst & Young AB as Auditor Mgmt For Against


Barrick Gold Corporation




Ticker: ABX


Proposal Vote


1.1 Elect Director Mark Bristow Mgmt For For

1.2 Elect Director Gustavo A. Cisneros Mgmt For Withhold


1.3 Elect Director Christopher L. Coleman Mgmt For Withhold

Blended Rationale: Withhold vote because of concerns with performance as a director in looking after shareholder votes.

1.4 Elect Director J. Michael Evans Mgmt For For


Barrick Gold Corporation



1.5 Elect Director Brian L. Greenspun Mgmt For For

1.6 Elect Director J. Brett Harvey Mgmt For For

1.7 Elect Director Andrew J. Quinn Mgmt For Withhold

Blended Rationale: Withhold vote because of concerns with performance as a director in looking after shareholder votes.

1.8 Elect Director John L. Thornton Mgmt For Withhold

Blended Rationale: Withhold vote because of concerns with position as Chair who used to be an Executive Director.In addition, the company meets the criteria for inclusion in LGIM’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.

2 Approve PricewaterhouseCoopers LLP as Mgmt For Withhold

Auditors and Authorize Board to Fix Their

Remuneration



Approach

Blended Rationale: Against vote because of concerns with bonus payments made based on a financial transaction. This should have been linked to long term value creation post the deal.

Baxter International Inc.




Ticker: BAX


Proposal Vote


1a Elect Director Jose "Joe" E. Almeida Mgmt For For

1b Elect Director Thomas F. Chen Mgmt For For

1c Elect Director John D. Forsyth Mgmt For Against


1d Elect Director James R. Gavin, III Mgmt For Against


1e Elect Director Peter S. Hellman Mgmt For For

1f Elect Director Michael F. Mahoney Mgmt For For


Baxter International Inc.



1g Elect Director Patricia B. Morrrison Mgmt For For

1h Elect Director Stephen N. Oesterle Mgmt For For

1i Elect Director Cathy R. Smith Mgmt For For

1j Elect Director Thomas T. Stallkamp Mgmt For Against


1k Elect Director Albert P.L. Stroucken Mgmt For Against


1l Elect Director Amy A. Wendell Mgmt For For



Mgmt For Against



Auditors





Canadian Pacific Railway Limited




Ticker: CP


Proposal Vote


1 Ratify Deloitte LLP as Auditors Mgmt For For


Approach

Mgmt For For

3.1 Elect Director John Baird Mgmt For For

3.2 Elect Director Isabelle Courville Mgmt For For

3.3 Elect Director Keith E. Creel Mgmt For For


Canadian Pacific Railway Limited


3.4 Elect Director Gillian (Jill) H. Denham Mgmt For Withhold


3.5 Elect Director Rebecca MacDonald Mgmt For For

3.6 Elect Director Edward L. Monser Mgmt For For

3.7 Elect Director Matthew H. Paull Mgmt For For

3.8 Elect Director Jane L. Peverett Mgmt For For

3.9 Elect Director Gordon T. Trafton Mgmt For For

Danaher Corporation




Ticker: DHR


Proposal Vote


1.1 Elect Director Donald J. Ehrlich Mgmt For Against

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.A vote AGAINST incumbent audit committee members Donald Ehrlich, Teri List-Stoll, and John Schwieters is warranted for a failure to sufficiently address problematic pledging activity.

1.2 Elect Director Linda Hefner Filler 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.

1.3 Elect Director Thomas P. Joyce, Jr. Mgmt For For

1.4 Elect Director Teri List-Stoll Mgmt For Against

Blended Rationale: A vote AGAINST incumbent audit committee members Donald Ehrlich, Teri List-Stoll, and John Schwieters is warranted for a failure to sufficiently address problematic pledging activity.

1.5 Elect Director Walter G. Lohr, Jr. Mgmt For For

1.6 Elect Director Mitchell P. Rales Mgmt For For

1.7 Elect Director Steven M. Rales Mgmt For For

1.8 Elect Director John T. Schwieters Mgmt For Against

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.A vote AGAINST incumbent audit committee members Donald Ehrlich, Teri List-Stoll, and John Schwieters is warranted for a failure to sufficiently address problematic pledging activity.


Danaher Corporation

Proposal


1.9 Elect Director Alan G. Spoon Mgmt For Against


1.10 Elect Director Raymond C. Stevens Mgmt For For

1.11 Elect Director Elias A. Zerhouni Mgmt For For

2 Ratify Ernst & Young LLP as Auditor Mgmt For For



Mgmt For For



Dominion Energy, Inc.




Ticker: D


Proposal Vote


1.1 Elect Director James A. Bennett Mgmt For For

1.2 Elect Director Helen E. Dragas Mgmt For For

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

1.4 Elect Director Thomas F. Farrell, II Mgmt For For

1.5 Elect Director D. Maybank Hagood Mgmt For For

1.6 Elect Director John W. Harris Mgmt For Against


1.7 Elect Director Ronald W. Jibson Mgmt For For

1.8 Elect Director Mark J. Kington Mgmt For For

1.9 Elect Director Joseph M. Rigby Mgmt For For

1.10 Elect Director Pamela J. Royal Mgmt For For

1.11 Elect Director Robert H. Spilman, Jr. Mgmt For For

1.12 Elect Director Susan N. Story Mgmt For For


Dominion Energy, Inc.



1.13 Elect Director Michael E. Szymanczyk Mgmt For For




4


Increase Authorized Common Stock

Mgmt

For

For



Evergy, Inc.




Ticker: EVRG


Proposal Vote


1.1 Elect Director Terry Bassham Mgmt For For

1.2 Elect Director Mollie Hale Carter Mgmt For For

1.3 Elect Director Charles Q. Chandler, IV Mgmt For For

1.4 Elect Director Gary D. Forsee Mgmt For For

1.5 Elect Director Scott D. Grimes Mgmt For For

1.6 Elect Director Richard L. Hawley Mgmt For For

1.7 Elect Director Thomas D. Hyde Mgmt For For

1.8 Elect Director B. Anthony Isaac Mgmt For For

1.9 Elect Director Sandra A.J. Lawrence Mgmt For For

1.10 Elect Director Ann D. Murtlow Mgmt For For

1.11 Elect Director Sandra J. Price Mgmt For For

1.12 Elect Director Mark A. Ruelle Mgmt For For

1.13 Elect Director John J. Sherman Mgmt For For

1.14 Elect Director S. Carl Soderstrom, Jr. Mgmt For For

1.15 Elect Director John Arthur Stall Mgmt For For


Evergy, Inc.




3


Advisory Vote on Say on Pay Frequency

Mgmt

One Year

One Year


Expeditors International of Washington, Inc.




Ticker: EXPD


Proposal Vote


1.1 Elect Director Robert R. Wright Mgmt For For

1.2 Elect Director Glenn M. Alger Mgmt For For

1.3 Elect Director Robert P. Carlile Mgmt For For

1.4 Elect Director James M. "Jim" DuBois Mgmt For For

1.5 Elect Director Mark A. Emmert Mgmt For For

1.6 Elect Director Diane H. Gulyas Mgmt For For

1.7 Elect Director Richard B. McCune Mgmt For For

1.8 Elect Director Alain Monie Mgmt For For

1.9 Elect Director Jeffrey S. Musser Mgmt For For

1.10 Elect Director Liane J. Pelletier Mgmt For For



Mgmt For Against


3 Amend Qualified Employee Stock Purchase

Plan

Mgmt For For

4 Ratify KPMG LLP as Auditors Mgmt For Against





Fortune Brands Home & Security, Inc.




Ticker: FBHS


Proposal Vote


1a Elect Director Irial Finan Mgmt For For

1b Elect Director Susan S. Kilsby Mgmt For Against

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

1c Elect Director Christopher J. Klein Mgmt For For


Auditors

Mgmt For For



Mgmt For Against


George Weston Limited




Ticker: WN


Proposal Vote


1.1 Elect Director Paviter S. Binning, Mgmt For For

1.2 Elect Director Andrew A. Ferrier Mgmt For For

1.3 Elect Director Nancy H.O. Lockhart Mgmt For Withhold


1.4 Elect Director Sarabjit S. Marwah Mgmt For For

1.5 Elect Director Gordon M. Nixon Mgmt For For

1.6 Elect Director J. Robert S. Prichard Mgmt For Withhold



George Weston Limited

Proposal


1.7 Elect Director Robert Sawyer Mgmt For For

1.8 Elect Director Christi Strauss Mgmt For For

1.9 Elect Director Barbara Stymiest Mgmt For For

1.10 Elect Director Alannah Weston Mgmt For For

1.11 Elect Director Galen G. Weston Mgmt For Withhold




For For


Approach

For Against


Leggett & Platt, Incorporated




Ticker: LEG


Proposal Vote


1a Elect Director Robert E. Brunner Mgmt For For

1b Elect Director R. Ted Enloe, III Mgmt For For

1c Elect Director Manuel A. Fernandez Mgmt For For

1d Elect Director Karl G. Glassman Mgmt For For

1e Elect Director Joseph W. McClanathan Mgmt For Against


1f Elect Director Judy C. Odom Mgmt For Against


1g Elect Director Srikanth Padmanabhan Mgmt For For

1h Elect Director Phoebe A. Wood Mgmt For For



Leggett & Platt, Incorporated




MDU Resources Group, Inc.




Ticker: MDU



1a Elect Director Thomas Everist Mgmt For Against


1b Elect Director Karen B. Fagg Mgmt For For

1c Elect Director David L. Goodin Mgmt For For

1d Elect Director Mark A. Hellerstein Mgmt For For

1e Elect Director Dennis W. Johnson Mgmt For Against


1f Elect Director Patricia L. Moss Mgmt For For

1g Elect Director Edward A. Ryan Mgmt For For

1h Elect Director David M. Sparby Mgmt For For

1i Elect Director Chenxi Wang Mgmt For For

1j Elect Director John K. Wilson Mgmt For For



Mgmt For For


4 Amend Certificate of Incorporation Mgmt For For

5 Amend Certificate of Incorporation Mgmt For For


Newell Brands Inc.




Ticker: NWL


Proposal Vote


1a Elect Director Bridget Ryan Berman Mgmt For For

1b Elect Director Patrick D. Campbell Mgmt For Against


1c Elect Director James R. Craigie Mgmt For For

1d Elect Director Debra A. Crew Mgmt For For

1e Elect Director Brett M. Icahn Mgmt For For

1f Elect Director Gerardo I. Lopez Mgmt For For

1g Elect Director Courtney R. Mather Mgmt For Against


1h Elect Director Michael B. Polk Mgmt For For

1i Elect Director Judith A. Sprieser Mgmt For For

1j Elect Director Robert A. Steele Mgmt For For

1k Elect Director Steven J. Strobel Mgmt For For

1l Elect Director Michael A. Todman Mgmt For For


Auditors

Mgmt For For



Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted. While the CEO's below target annual incentive payout is commensurate with company performance, and total CEO pay declined year-over-year, there are a number of concerns within the company's pay program. First, the TSR portion of the PSU awards appears to require only median performance for target payouts, which is not particularly rigorous. In addition, there are significant concerns regarding the frequency of special retention RSU awards and cash bonuses granted to NEOs. This concern is magnified given that certain retention awards are not linked to any performance criteria, and performance criteria for other awards are not well disclosed.

4 Provide Right to Act by Written Consent 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 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.


NiSource Inc.



Primary Security ID: 65473P105

Ticker: NI

Primary ISIN: US65473P1057

Proposal Vote


1a Elect Director Peter A. Altabef Mgmt For For

1b Elect Director Theodore H. Bunting, Jr. Mgmt For For

1c Elect Director Eric L. Butler Mgmt For For

1d Elect Director Aristides S. Candris Mgmt For For

1e Elect Director Wayne S. DeVeydt Mgmt For Against


1f Elect Director Joseph Hamrock Mgmt For For

1g Elect Director Deborah A. Henretta Mgmt For For

1h Elect Director Michael E. Jesanis Mgmt For For

1i Elect Director Kevin T. Kabat Mgmt For For

1j Elect Director Carolyn Y. Woo Mgmt For Against




4 Increase Authorized Common Stock Mgmt For For

5 Amend Certificate of Incorporation to Provide Mgmt For For Directors May Be Removed With or Without

Cause

6 Amend Qualified Employee Stock Purchase Mgmt For For Plan

7 Reduce Ownership Threshold for SH Against For Shareholders to Call Special Meeting

Blended Rationale: Shareholder rights: A vote in favour is applied as the resolution is seeking to reduce the threshold below 25%.


O'Reilly Automotive, Inc.




Ticker: ORLY


Proposal Vote


1a Elect Director David O'Reilly Mgmt For For

1b Elect Director Larry O'Reilly Mgmt For For

1c Elect Director Rosalie O'Reilly Wooten Mgmt For For

1d Elect Director Greg Henslee Mgmt For For

1e Elect Director Jay D. Burchfield Mgmt For Against


1f Elect Director Thomas T. Hendrickson Mgmt For For

1g Elect Director John R. Murphy Mgmt For Against

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

1h Elect Director Dana M. Perlman Mgmt For Against


1i Elect Director Andrea M. Weiss Mgmt For For



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.Remuneration: Performance period. A vote against is applied as LGIM expects remuneration to be measured over 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 Reduce Ownership Threshold for

Shareholders to Call Special Meeting

SH Against For



Packaging Corporation of America




Ticker: PKG


Proposal Vote


1.1 Elect Director Cheryl K. Beebe Mgmt For For

1.2 Elect Director Duane C. Farrington Mgmt For For

1.3 Elect Director Hasan Jameel Mgmt For For

1.4 Elect Director Mark W. Kowlzan Mgmt For For

1.5 Elect Director Robert C. Lyons Mgmt For For

1.6 Elect Director Thomas P. Maurer Mgmt For For

1.7 Elect Director Samuel M. Mencoff Mgmt For Against


1.8 Elect Director Roger B. Porter Mgmt For For

1.9 Elect Director Thomas S. Souleles Mgmt For For

1.10 Elect Director Paul T. Stecko Mgmt For For

1.11 Elect Director James D. Woodrum Mgmt For For




Mgmt For For

Regency Centers Corporation




Ticker: REG


Proposal Vote


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

1b Elect Director Joseph F. Azrack Mgmt For For


Regency Centers Corporation


1c Elect Director Bryce Blair Mgmt For Against


1d Elect Director C. Ronald Blankenship Mgmt For Against


1e Elect Director Deirdre J. Evens Mgmt For For

1f Elect Director Thomas W. Furphy Mgmt For For

1g Elect Director Karin M. Klein Mgmt For For

1h Elect Director Peter D. Linneman Mgmt For For

1i Elect Director David P. O'Connor Mgmt For For

1j Elect Director Lisa Palmer Mgmt For For

1k Elect Director John C. Schweitzer Mgmt For Against


1l Elect Director Thomas G. Wattles Mgmt For Against




For For


4 Ratify KPMG LLP as Auditors Mgmt For

For

Trimble, Inc.




Ticker: TRMB


Proposal Vote


1.1 Elect Director Steven W. Berglund Mgmt For For

1.2 Elect Director Kaigham "Ken" Gabriel Mgmt For For

1.3 Elect Director Merit E. Janow Mgmt For For


Trimble, Inc.



1.4 Elect Director Ulf J. Johansson Mgmt For Withhold


1.5 Elect Director Meaghan Lloyd Mgmt For For

1.6 Elect Director Sandra MacQuillan Mgmt For For

1.7 Elect Director Ronald S. Nersesian Mgmt For For

1.8 Elect Director Mark S. Peek Mgmt For For

1.9 Elect Director Johan Wibergh Mgmt For For



Mgmt For For



Wynn Resorts, Limited




Ticker: WYNN



1.1 Elect Director Jay L. Johnson Mgmt For Withhold


1.2 Elect Director Margaret J. Myers Mgmt For Withhold


1.3 Elect Director Winifred M. Webb Mgmt For For




Mgmt For Against





Alcoa Corp.




Ticker: AA


Proposal Vote


1.1 Elect Director Michael G. Morris Mgmt For For

1.2 Elect Director Mary Anne Citrino Mgmt For For

1.3 Elect Director Timothy P. Flynn Mgmt For For

1.4 Elect Director Kathryn S. Fuller Mgmt For For

1.5 Elect Director Roy C. Harvey Mgmt For For

1.6 Elect Director James A. Hughes Mgmt For For

1.7 Elect Director James E. Nevels Mgmt For For

1.8 Elect Director James W. Owens Mgmt For For

1.9 Elect Director Carol L. Roberts Mgmt For For

1.10 Elect Director Suzanne Sitherwood Mgmt For For

1.11 Elect Director Steven W. Williams Mgmt For For

1.12 Elect Director Ernesto Zedillo Mgmt For For


Auditors

Mgmt For For



Mgmt For For


CF Industries Holdings, Inc.




Ticker: CF


Proposal Vote


1a Elect Director Javed Ahmed Mgmt For For

1b Elect Director Robert C. Arzbaecher Mgmt For For


CF Industries Holdings, Inc.



1c Elect Director William Davisson Mgmt For For

1d Elect Director John W. Eaves Mgmt For For

1e Elect Director Stephen A. Furbacher Mgmt For For

1f Elect Director Stephen J. Hagge Mgmt For Against


1g Elect Director John D. Johnson Mgmt For For

1h Elect Director Anne P. Noonan Mgmt For For

1i Elect Director Michael J. Toelle Mgmt For For

1j Elect Director Theresa E. Wagler Mgmt For For

1k Elect Director Celso L. White Mgmt For For

1l Elect Director W. Anthony Will Mgmt For For



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.A vote AGAINST this proposal is warranted. The CEO received a near-maximum short-term incentive payout that was primarily predicated on an adjusted EBITDA target set well below last year's performance. Moreover, while the company increased the proportion of equity awards with pre-set performance criteria, awards use only annual performance periods and targets are set annually. This limits the program's functionality to meaningfully measure long-term performance.




Cimarex Energy Co.




Ticker: XEC



1.1 Elect Director Hans Helmerich Mgmt For Against



Cimarex Energy Co.



1.2 Elect Director Harold R. Logan, Jr. Mgmt For Against

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.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.

1.3 Elect Director Monroe W. Robertson Mgmt For For



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.A vote AGAINST this proposal is warranted. Although CEO pay decreased in 2018, concerns are raised regarding the structure of incentive plans. Specifically, annual payouts were predicated on subjective goals, which were generally deemed achieved above target. This substantial amount of committee discretion reduces transparency as to how payouts correlate with objectively measured performance. Moreover, the CEO's performance-based awards may vest at maximum based on relative performance, even if the stock price declines over the performance period.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.


4 Ratify KPMG LLP as Auditor Mgmt For

For

CME Group Inc.




Ticker: CME


Proposal Vote


1a Elect Director Terrence A. Duffy Mgmt For For

1b Elect Director Timothy S. Bitsberger Mgmt For For

1c Elect Director Charles P. Carey Mgmt For For

1d Elect Director Dennis H. Chookaszian Mgmt For Against


1e Elect Director Ana Dutra Mgmt For For

1f Elect Director Martin J. Gepsman Mgmt For For

1g Elect Director Larry G. Gerdes Mgmt For For

1h Elect Director Daniel R. Glickman Mgmt For Against



CME Group Inc.

Proposal


1i Elect Director Daniel G. Kaye Mgmt For For

1j Elect Director Phyllis M. Lockett Mgmt For For

1k Elect Director Deborah J. Lucas Mgmt For For

1l Elect Director Alex J. Pollock Mgmt For Against


1m Elect Director Terry L. Savage Mgmt For For

1n Elect Director William R. Shepard Mgmt For

For

1o Elect Director Howard J. Siegel Mgmt For

For

1p Elect Director Michael A. Spencer Mgmt For

For

1q Elect Director Dennis A. Suskind Mgmt For

For

2 Ratify Ernst & Young LLP as Auditors Mgmt For

For



For

For

Discovery, Inc.



Primary Security ID: 25470F104

Ticker: DISCA

Primary ISIN: US25470F1049


1.1 Elect Director Paul A. Gould 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.WITHHOLD votes are warranted for Paul Gould, Kenneth Lowe, and Daniel Sanchez given the company's persistent poor compensation practices. In addition to the long-standing problematic pay practices at the company, the board recently entered into a new employment agreement with CEO Zaslav that provides outsized levels of pay despite several years of underperformance, as demonstrated by negative TSR over a five-year period. The company also maintains above-median benchmarking and the committee granted equity solely in the form of time-based awards to most NEOs for 2018 and 2019. Finally, the new employment agreement contains a "modified single-trigger" provision, which would allow the executive to elect to leave the company and still receive change-in-control payments over a certain period of time.


Discovery, Inc.

Proposal


1.2 Elect Director Kenneth W. Lowe Mgmt For Withhold

Blended Rationale: WITHHOLD votes are warranted for Paul Gould, Kenneth Lowe, and Daniel Sanchez given the company's persistent poor compensation practices. In addition to the long-standing problematic pay practices at the company, the board recently entered into a new employment agreement with CEO Zaslav that provides outsized levels of pay despite several years of underperformance, as demonstrated by negative TSR over a five-year period. The company also maintains above-median benchmarking and the committee granted equity solely in the form of time-based awards to most NEOs for 2018 and 2019. Finally, the new employment agreement contains a "modified single-trigger" provision, which would allow the executive to elect to leave the company and still receive change-in-control payments over a certain period of time.WITHHOLD votes from Kenneth Lowe for serving as a non-independent member of a key board committee.

1.3 Elect Director Daniel E. Sanchez Mgmt For Withhold

Blended Rationale: WITHHOLD votes are warranted for Paul Gould, Kenneth Lowe, and Daniel Sanchez given the company's persistent poor compensation practices. In addition to the long-standing problematic pay practices at the company, the board recently entered into a new employment agreement with CEO Zaslav that provides outsized levels of pay despite several years of underperformance, as demonstrated by negative TSR over a five-year period. The company also maintains above-median benchmarking and the committee granted equity solely in the form of time-based awards to most NEOs for 2018 and 2019. Finally, the new employment agreement contains a "modified single-trigger" provision, which would allow the executive to elect to leave the company and still receive change-in-control payments over a certain period of time.

2 Ratify PricewaterhouseCoopers LLP as Mgmt For For Auditors

3 Adopt Simple Majority SH Against For

Blended Rationale: A vote FOR this proposal is warranted given that eliminating the supermajority vote requirements in the company's existing governing documents would enable shareholders to have a more meaningful voice in various board and corporate transactions that impact their rights.

4 Disclose Board Diversity and Qualifications SH Against Against

Edwards Lifesciences Corporation



Primary Security ID: 28176E108

Ticker: EW

Primary ISIN: US28176E1082

Proposal Vote


1a Elect Director Michael A. Mussallem Mgmt For For

1b Elect Director Kieran T. Gallahue Mgmt For For

1c Elect Director Leslie S. Heisz Mgmt For For

1d Elect Director William J. Link Mgmt For Against


1e Elect Director Steven R. Loranger Mgmt For For

1f Elect Director Martha H. Marsh Mgmt For For


Edwards Lifesciences Corporation


1g Elect Director Wesley W. von Schack Mgmt For For

1h Elect Director Nicholas J. Valeriani Mgmt For For



Mgmt For Against



Auditors

Mgmt For For



Elanco Animal Health Incorporated




Ticker: ELAN


Proposal Vote


1a Elect Director Kapila Kapur Anand Mgmt For For

1b Elect Director John "J.P." P. Bilbrey Mgmt For For

1c Elect Director R. David Hoover Mgmt For Against

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 vote AGAINST Governance Committee member R. David Hoover is warranted for a material governance failure. The company's governing documents do not permit shareholders to amend the company bylaws.A vote AGAINST incumbent director nominee R. David Hoover is also warranted given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the charter and the classified board, each of which adversely impacts shareholder rights.

1d Elect Director Lawrence E. Kurzius Mgmt For For





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


Enbridge, Inc.



Primary Security ID: 29250N105

Ticker: ENB

Primary ISIN: CA29250N1050

Proposal Vote


1.1 Elect Director Pamela L. Carter Mgmt For For



1.3 Elect Director Susan M. Cunningham Mgmt For For

1.4 Elect Director Gregory L. Ebel Mgmt For Withhold


1.5 Elect Director J. Herb England Mgmt For For

1.6 Elect Director Charles W. Fischer Mgmt For For

1.7 Elect Director V. Maureen Kempston Darkes Mgmt For For

1.8 Elect Director Teresa S. Madden Mgmt For For

1.9 Elect Director Al Monaco Mgmt For For

1.10 Elect Director Michael E.J. Phelps *Withdrawn Mgmt

Resolution*

1.11 Elect Director Dan C. Tutcher Mgmt For For

1.12 Elect Director Catherine L. Williams Mgmt For For

2 Approve PricewaterhouseCoopers LLP as Mgmt For Against

Auditors and Authorize Board to Fix Their

Remuneration





Mgmt For Against



Franco-Nevada Corporation




Ticker: FNV


Proposal Vote


1.1 Elect Director Pierre Lassonde Mgmt For For

1.2 Elect Director David Harquail Mgmt For For

1.3 Elect Director Tom Albanese Mgmt For For

1.4 Elect Director Derek W. Evans Mgmt For For

1.5 Elect Director Catharine Farrow Mgmt For For

1.6 Elect Director Louis Gignac Mgmt For For

1.7 Elect Director Jennifer Maki Mgmt For For

1.8 Elect Director Randall Oliphant Mgmt For For

1.9 Elect Director David R. Peterson Mgmt For For

2 Approve PricewaterhouseCoopers LLP as Mgmt For For Auditors and Authorize Board to Fix Their

Remuneration

3 Advisory Vote on Executive Compensation Mgmt For Against Approach


General Electric Company




Ticker: GE



1 Elect Director Sebastien M. Bazin Mgmt For Against


2 Elect Director H. Lawrence Culp, Jr. Mgmt For For

3 Elect Director Francisco D'Souza Mgmt For For


General Electric Company



4 Elect Director Edward P. Garden Mgmt For For

5 Elect Director Thomas W. Horton Mgmt For For

6 Elect Director Risa Lavizzo-Mourey Mgmt For Against


7 Elect Director Catherine Lesjak Mgmt For For

8 Elect Director Paula Rosput Reynolds Mgmt For For

9 Elect Director Leslie F. Seidman Mgmt For For

10 Elect Director James S. Tisch Mgmt For Against




Blended Rationale: A vote AGAINST this proposal is warranted. The company entered into a new employment agreement with the general counsel which contains a problematic "good reason" termination definition. The agreement allows the NEO to voluntarily resign for "good reason" upon a change in control and receive severance, effectively creating a modified single trigger severance arrangement. Further, the company's new annual incentive program incorporates significant committee discretion and paid bonuses for the year in review, despite failure to achieve threshold for both corporate financial goals.

12 Approve Reduction in Minimum Size of Board Mgmt For For





15 Provide for Cumulative Voting SH Against Against

Gilead Sciences, Inc.




Ticker: GILD


Proposal Vote


1a Elect Director Jacqueline K. Barton Mgmt For For

1b Elect Director John F. Cogan Mgmt For For


Gilead Sciences, Inc.



1c Elect Director Kelly A. Kramer Mgmt For For

1d Elect Director Kevin E. Lofton Mgmt For For

1e Elect Director Harish Manwani Mgmt For For

1f Elect Director Daniel P. O'Day Mgmt For For

1g Elect Director Richard J. Whitley Mgmt For For

1h Elect Director Gayle E. Wilson Mgmt For Against

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.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.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.

1i Elect Director Per Wold-Olsen Mgmt For Against




3 Provide Right to Act by Written Consent Mgmt For For



Mgmt For Against




6 Report on Corporate Tax Savings Allocation SH Against Against

HollyFrontier Corporation




Ticker: HFC



1a Elect Director Anne-Marie N. Ainsworth Mgmt For For


HollyFrontier Corporation



1b Elect Director Douglas Y. Bech Mgmt For For

1c Elect Director Anna C. Catalano Mgmt For For

1d Elect Director George J. Damiris Mgmt For Against


1e Elect Director Leldon E. Echols Mgmt For For

1f Elect Director Michael C. Jennings Mgmt For For

1g Elect Director R. Craig Knocke Mgmt For For

1h Elect Director Robert J. Kostelnik Mgmt For For

1i Elect Director James H. Lee Mgmt For For

1j Elect Director Franklin Myers Mgmt For Against


1k Elect Director Michael E. Rose Mgmt For For



Mgmt For For



IDEXX Laboratories, Inc.



Primary Security ID: 45168D104

Ticker: IDXX

Primary ISIN: US45168D1046

Proposal Vote


1a Elect Director Jonathan W. Ayers Mgmt For For

1b Elect Director Stuart M. Essig Mgmt For Against

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.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 M. Anne Szostak Mgmt For Against



IDEXX Laboratories, Inc.




Auditors

Mgmt For For



Mgmt For Against


Intact Financial Corporation




Ticker: IFC


Proposal Vote


1.1 Elect Director Charles Brindamour Mgmt For For

1.2 Elect Director Janet De Silva Mgmt For For

1.3 Elect Director Claude Dussault Mgmt For For

1.4 Elect Director Jane E. Kinney Mgmt For For

1.5 Elect Director Robert G. Leary Mgmt For For

1.6 Elect Director Eileen Mercier Mgmt For For

1.7 Elect Director Sylvie Paquette Mgmt For For

1.8 Elect Director Timothy H. Penner Mgmt For For

1.9 Elect Director Frederick Singer Mgmt For For

1.10 Elect Director Stephen G. Snyder Mgmt For For

1.11 Elect Director Carol Stephenson Mgmt For For

1.12 Elect Director William L. Young Mgmt For For



Approach

Mgmt For For


Kinder Morgan, Inc.




Ticker: KMI

Primary ISIN: US49456B1017

Proposal Vote


1.1 Elect Director Richard D. Kinder Mgmt For For

1.2 Elect Director Steven J. Kean Mgmt For For

1.3 Elect Director Kimberly A. Dang Mgmt For For

1.4 Elect Director Ted A. Gardner Mgmt For For

1.5 Elect Director Anthony W. Hall, Jr. Mgmt For For

1.6 Elect Director Gary L. Hultquist Mgmt For For

1.7 Elect Director Ronald L. Kuehn, Jr. Mgmt For For

1.8 Elect Director Deborah A. Macdonald Mgmt For For

1.9 Elect Director Michael C. Morgan Mgmt For For

1.10 Elect Director Arthur C. Reichstetter Mgmt For For

1.11 Elect Director Fayez Sarofim Mgmt For For

1.12 Elect Director C. Park Shaper Mgmt For For

1.13 Elect Director William A. Smith Mgmt For For

1.14 Elect Director Joel V. Staff Mgmt For For

1.15 Elect Director Robert F. Vagt Mgmt For For

1.16 Elect Director Perry M. Waughtal Mgmt For For


Auditors

Mgmt For For



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.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 this proposal is warranted in light of concerns that underscore the current pay-for-performance misalignment. The CEO received a $16 million restricted stock grant intended as his only compensation during the three-year vesting period. While the proxy statement notes that the award is performance-based, there is no disclosure of performance metrics or goals and it is not clear that a majority of the grant is tied to rigorous performance conditions.


Murphy Oil Corp.




Ticker: MUR


Proposal Vote


1a Elect Director T. Jay Collins Mgmt For For

1b Elect Director Steven A. Cosse Mgmt For For

1c Elect Director Claiborne P. Deming Mgmt For For

1d Elect Director Lawrence R. Dickerson Mgmt For For

1e Elect Director Roger W. Jenkins Mgmt For For

1f Elect Director Elisabeth W. Keller Mgmt For For

1g Elect Director James V. Kelley Mgmt For For

1h Elect Director Walentin Mirosh Mgmt For For

1i Elect Director R. Madison Murphy Mgmt For Against


1j Elect Director Jeffrey W. Nolan Mgmt For For

1k Elect Director Neal E. Schmale Mgmt For Against


1l Elect Director Laura A. Sugg Mgmt For For



Mgmt For For



Phillips 66




Ticker: PSX



Phillips 66

Proposal Vote


1a Elect Director Greg C. Garland Mgmt For For

1b Elect Director Gary K. Adams Mgmt For For

1c Elect Director John E. Lowe Mgmt For For

1d Elect Director Denise L. Ramos Mgmt For Against





For For


5 Report on Plastic Pollution *Withdrawn SH

Resolution*

PulteGroup, Inc.




Ticker: PHM


Proposal Vote


1.1 Elect Director Brian P. Anderson Mgmt For For

1.2 Elect Director Bryce Blair Mgmt For Against


1.3 Elect Director Richard W. Dreiling Mgmt For Against


1.4 Elect Director Thomas J. Folliard Mgmt For For

1.5 Elect Director Cheryl W. Grise Mgmt For For

1.6 Elect Director Andre J. Hawaux Mgmt For For

1.7 Elect Director Ryan R. Marshall Mgmt For For

1.8 Elect Director John R. Peshkin Mgmt For For


PulteGroup, Inc.



1.9 Elect Director Scott F. Powers Mgmt For For

1.10 Elect Director William J. Pulte Mgmt For For

1.11 Elect Director Lila J. Snyder Mgmt For For




4 Amend NOL Rights Plan (NOL Pill) Mgmt For For

Simon Property Group, Inc.




Ticker: SPG


Proposal Vote


1a Elect Director Glyn F. Aeppel Mgmt For For

1b Elect Director Larry C. Glasscock Mgmt For For

1c Elect Director Karen N. Horn Mgmt For Against


1d Elect Director Allan Hubbard Mgmt For For

1e Elect Director Reuben S. Leibowitz Mgmt For For

1f Elect Director Gary M. Rodkin Mgmt For For

1g Elect Director Stefan M. Selig Mgmt For For

1h Elect Director Daniel C. Smith Mgmt For For

1i Elect Director J. Albert Smith, Jr. Mgmt For Against


1j Elect Director Marta R. Stewart Mgmt For For



Mgmt For Against



Simon Property Group, Inc.

Proposal






Skyworks Solutions, Inc.



Primary Security ID: 83088M102

Ticker: SWKS

Primary ISIN: US83088M1027

Proposal Vote


1.1 Elect Director David J. Aldrich Mgmt For For

1.2 Elect Director Kevin L. Beebe Mgmt For Against


1.3 Elect Director Timothy R. Furey Mgmt For For

1.4 Elect Director Liam K. Griffin Mgmt For Against


1.5 Elect Director Balakrishnan S. Iyer Mgmt For Against


1.6 Elect Director Christine King Mgmt For Against


1.7 Elect Director David P. McGlade Mgmt For For

1.8 Elect Director Robert A. Schriesheim Mgmt For For

1.9 Elect Director Kimberly S. Stevenson Mgmt For For




Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted. The company does not provide sufficient disclosure to thoroughly assess the short- and long-term incentive programs. There is no disclosure of the targets or outcomes of the short-term program and a portion of the long-term performance-based awards. This lack of disclosure inhibits shareholders' ability to judge the rigor of selected performance goals.


Skyworks Solutions, Inc.

Proposal


4 Adopt Simple Majority SH None For

TransUnion

Meeting Date: 05/08/2019 Country: USA Primary Security ID: 89400J107

Meeting Type: Annual Ticker: TRU

Primary ISIN: US89400J1079

Proposal Vote


1.1 Elect Director George M. Awad Mgmt For Withhold

Blended Rationale: WITHHOLD votes are warranted for George Awad, Siddharth (Bobby) Mehta, and Andrew Prozes, given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.

1.2 Elect Director Christopher A. Cartwright Mgmt For For

1.3 Elect Director Siddharth N. (Bobby) Mehta Mgmt For Withhold

Blended Rationale: WITHHOLD votes are warranted for George Awad, Siddharth (Bobby) Mehta, and Andrew Prozes, given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.

1.4 Elect Director Andrew Prozes 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.WITHHOLD votes are warranted for George Awad, Siddharth (Bobby) Mehta, and Andrew Prozes, given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.




Mgmt For For

United Rentals, Inc.




Ticker: URI



1.1 Elect Director Jose B. Alvarez Mgmt For For


United Rentals, Inc.



1.2 Elect Director Marc A. Bruno Mgmt For For

1.3 Elect Director Matthew J. Flannery Mgmt For For

1.4 Elect Director Bobby J. Griffin Mgmt For For

1.5 Elect Director Kim Harris Jones Mgmt For For

1.6 Elect Director Terri L. Kelly Mgmt For For

1.7 Elect Director Michael J. Kneeland Mgmt For For

1.8 Elect Director Gracia C. Martore Mgmt For For

1.9 Elect Director Jason D. Papastavrou Mgmt For For

1.10 Elect Director Filippo Passerini Mgmt For For

1.11 Elect Director Donald C. Roof Mgmt For Against


1.12 Elect Director Shiv Singh Mgmt For For




Mgmt For Against




Alaska Air Group, Inc.




Ticker: ALK



1a Elect Director Patricia M. Bedient Mgmt For Against


1b Elect Director James A. Beer Mgmt For For

1c Elect Director Marion C. Blakey Mgmt For For


Alaska Air Group, Inc.



1d Elect Director Phyllis J. Campbell Mgmt For Against


1e Elect Director Raymond L. Conner Mgmt For For

1f Elect Director Dhiren R. Fonseca Mgmt For For

1g Elect Director Susan J. Li Mgmt For For

1h Elect Director Helvi K. Sandvik Mgmt For For

1i Elect Director J. Kenneth Thompson Mgmt For Against


1j Elect Director Bradley D. Tilden Mgmt For For

1k Elect Director Eric K. Yeaman Mgmt For For



Mgmt For Against




Plan

Mgmt For For

5 Report on Political Contributions Disclosure SH Against For




Alexandria Real Estate Equities, Inc.




Ticker: ARE


Proposal Vote


1.1 Elect Director Joel S. Marcus Mgmt For For

1.2 Elect Director Steven R. Hash Mgmt For For


Alexandria Real Estate Equities, Inc.


1.3 Elect Director John L. Atkins, III Mgmt For Against

Blended Rationale: A Vote AGAINST John Atkins III, James Cain and Maria Freire is warranted for a material governance failure. The company's governing documents prohibit shareholdersâ?? ability to amend the company bylaws.

1.4 Elect Director James P. Cain Mgmt For Against


1.5 Elect Director Maria C. Freire Mgmt For Against


1.6 Elect Director Richard H. Klein Mgmt For Against


1.7 Elect Director James H. Richardson Mgmt For For

1.8 Elect Director Michael A. Woronoff Mgmt For For





AMETEK, Inc.




Ticker: AME



1a Elect Director Ruby R. Chandy Mgmt For Against


1b Elect Director Steven W. Kohlhagen Mgmt For Against


1c Elect Director David A. Zapico Mgmt For For

2 Adopt Majority Voting for Uncontested

Election of Directors

Mgmt For For


AMETEK, Inc.

Proposal







Arrow Electronics, Inc.




Ticker: ARW


Proposal Vote


1.1 Elect Director Barry W. Perry Mgmt For Withhold


1.2 Elect Director Philip K. Asherman Mgmt For Withhold


1.3 Elect Director Steven H. Gunby Mgmt For For

1.4 Elect Director Gail E. Hamilton Mgmt For For

1.5 Elect Director Richard S. Hill Mgmt For Withhold


1.6 Elect Director M.F. "Fran" Keeth Mgmt For Withhold


1.7 Elect Director Andrew C. Kerin Mgmt For For

1.8 Elect Director Laurel J. Krzeminski Mgmt For For

1.9 Elect Director Michael J. Long Mgmt For For

1.10 Elect Director Stephen C. Patrick Mgmt For For




Arrow Electronics, Inc.

Proposal





Mgmt For Against


Boston Scientific Corporation




Ticker: BSX


Proposal Vote


1a Elect Director Nelda J. Connors Mgmt For For

1b Elect Director Charles J. Dockendorff Mgmt For For

1c Elect Director Yoshiaki Fujimori Mgmt For For

1d Elect Director Donna A. James Mgmt For Withhold


1e Elect Director Edward J. Ludwig Mgmt For For

1f Elect Director Stephen P. MacMillan Mgmt For For

1g Elect Director Michael F. Mahoney Mgmt For For

1h Elect Director David J. Roux Mgmt For For

1i Elect Director John E. Sununu Mgmt For For

1j Elect Director Ellen M. Zane Mgmt For For



Mgmt For Against




Mgmt For For



C.H. Robinson Worldwide, Inc.




Ticker: CHRW


Proposal Vote


1a Elect Director Scott P. Anderson Mgmt For For

1b Elect Director Robert C. Biesterfeld Jr. Mgmt For For

1c Elect Director Wayne M. Fortun Mgmt For Against


1d Elect Director Timothy C. Gokey Mgmt For Against

Blended Rationale: Votes AGAINST Timothy Gokey are warranted for attending less than 75 percent of the board and committee meetings held over the past fiscal year without disclosing an acceptable reason for the absences.

1e Elect Director Mary J. Steele Guilfoile Mgmt For For

1f Elect Director Jodee A. Kozlak Mgmt For For

1g Elect Director Brian P. Short Mgmt For For

1h Elect Director James B. Stake Mgmt For For

1i Elect Director Paula C. Tolliver Mgmt For For

1j Elect Director John P. Wiehoff Mgmt For For



Mgmt For Against




5 Report on Greenhouse Gas Emissions SH Against For

Disclosure


Canadian Natural Resources Limited




Ticker: CNQ



Canadian Natural Resources Limited


1.1 Elect Director Catherine M. Best Mgmt For Withhold


1.2 Elect Director N. Murray Edwards Mgmt For Withhold


1.3 Elect Director Timothy W. Faithfull Mgmt For For

1.4 Elect Director Christopher L. Fong Mgmt For For

1.5 Elect Director Gordon D. Giffin Mgmt For Withhold


1.6 Elect Director Wilfred A. Gobert Mgmt For For

1.7 Elect Director Steve W. Laut Mgmt For For

1.8 Elect Director Tim S. McKay Mgmt For For

1.9 Elect Director Frank J. McKenna Mgmt For For

1.10 Elect Director David A. Tuer Mgmt For For

1.11 Elect Director Annette M. Verschuren Mgmt For For

2 Approve PricewaterhouseCoopers LLP as Mgmt For Withhold Auditors and Authorize Board to Fix Their

Remuneration


3 Re-approve Stock Option Plan Mgmt For For

4 Advisory Vote on Executive Compensation Mgmt For For Approach

Canadian Tire Corporation Limited




Ticker: CTC.A



Canadian Tire Corporation Limited

Proposal Vote


1.1

Meeting for Class A Non-Voting Shareholders

Elect Director Pierre Boivin

Mgmt

Mgmt

For

For

1.2 Elect Director James L. Goodfellow Mgmt For For

1.3 Elect Director Norman Jaskolka Mgmt For For

DTE Energy Company




Ticker: DTE


Proposal Vote


1.1 Elect Director Gerard M. Anderson Mgmt For For

1.2 Elect Director David A. Brandon Mgmt For For

1.3 Elect Director W. Frank Fountain, Jr. Mgmt For For

1.4 Elect Director Charles G. McClure, Jr. Mgmt For For

1.5 Elect Director Gail J. McGovern Mgmt For For

1.6 Elect Director Mark A. Murray Mgmt For For

1.7 Elect Director Ruth G. Shaw Mgmt For Withhold

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.

1.8 Elect Director Robert C. Skaggs, Jr. Mgmt For For

1.9 Elect Director David A. Thomas Mgmt For For

1.10 Elect Director James H. Vandenberghe Mgmt For For

1.11 Elect Director Valerie M. Williams Mgmt For For


Auditors

Mgmt For For



Mgmt For For


DTE Energy Company


Proponent

Mgmt Rec Vote

Instruction





E*TRADE Financial Corporation




Ticker: ETFC


Proposal Vote


1a Elect Director Richard J. Carbone Mgmt For For

1b Elect Director Robert J. Chersi Mgmt For For

1c Elect Director Jaime W. Ellertson Mgmt For For

1d Elect Director James P. Healy Mgmt For For

1e Elect Director Kevin T. Kabat Mgmt For For

1f Elect Director James Lam Mgmt For For

1g Elect Director Rodger A. Lawson Mgmt For For

1h Elect Director Shelley B. Leibowitz Mgmt For For

1i Elect Director Karl A. Roessner Mgmt For For

1j Elect Director Rebecca Saeger Mgmt For Against


1k Elect Director Donna L. Weaver Mgmt For Against


1l Elect Director Joshua A. Weinreich Mgmt For For



Mgmt For Against




Ford Motor Company

Meeting Date: 05/09/2019 Country: USA Primary Security ID: 345370860

Meeting Type: Annual Ticker: F


Proposal Vote


1a Elect Director Stephen G. Butler Mgmt For Against


1b Elect Director Kimberly A. Casiano Mgmt For For

1c Elect Director Anthony F. Earley, Jr. Mgmt For For

1d Elect Director Edsel B. Ford, II Mgmt For For

1e Elect Director William Clay Ford, Jr. Mgmt For For

1f Elect Director James P. Hackett Mgmt For For

1g Elect Director William W. Helman, IV Mgmt For For

1h Elect Director William E. Kennard Mgmt For For

1i Elect Director John C. Lechleiter Mgmt For For

1j Elect Director John L. Thornton Mgmt For For

1k Elect Director John B. Veihmeyer Mgmt For For

1l Elect Director Lynn M. Vojvodich Mgmt For For

1m Elect Director John S. Weinberg Mgmt For For





Mgmt For For

4 Amend NOL Rights Plan (NOL Pill) Mgmt For For

5 Approve Recapitalization Plan for all Stock to

Have One-vote per Share

SH Against For

Blended Rationale: Shareholder rights: A vote in favour is applied as LGIM expects company structure to apply a one share one vote standard.






Harley-Davidson, Inc.


Meeting Type: Annual Ticker: HOG


Proposal Vote


1.1 Elect Director Troy Alstead Mgmt For For

1.2 Elect Director R. John Anderson Mgmt For For

1.3 Elect Director Michael J. Cave Mgmt For For

1.4 Elect Director Allan Golston Mgmt For For

1.5 Elect Director Matthew S. Levatich Mgmt For For

1.6 Elect Director Sara L. Levinson Mgmt For For

1.7 Elect Director N. Thomas Linebarger Mgmt For For

1.8 Elect Director Brian R. Niccol Mgmt For For

1.9 Elect Director Maryrose T. Sylvester Mgmt For For

1.10 Elect Director Jochen Zeitz Mgmt For For



Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted. Following low say-on-pay support in 2018, the committee focused efforts on adjusting the peer group for fiscal 2019, however the impact of this change on the compensation program is not clear. In addition, the CEO's annual incentive was earned above target, predicated primarily on goals that were set below attained results in the prior year. Further, the long-term incentive target opportunity rose in 2018 despite sustained negative TSR underperformance.



Hilton Worldwide Holdings Inc.



Primary Security ID: 43300A203

Ticker: HLT

Primary ISIN: US43300A2033


1a Elect Director Christopher J. Nassetta Mgmt For For


Hilton Worldwide Holdings Inc.


1b Elect Director Jonathan D. Gray Mgmt For For

1c Elect Director Charlene T. Begley Mgmt For For

1d Elect Director Melanie L. Healey Mgmt For For

1e Elect Director Raymond E. Mabus, Jr. Mgmt For For

1f Elect Director Judith A. McHale Mgmt For For

1g Elect Director John G. Schreiber Mgmt For For

1h Elect Director Elizabeth A. Smith Mgmt For For

1i Elect Director Douglas M. Steenland Mgmt For Against


2 Approve Qualified Employee Stock Purchase

Plan

Mgmt For For




Mgmt For Against


Hydro One Limited

Meeting Date: 05/09/2019 Country: Canada Primary Security ID: 448811208

Meeting Type: Annual Ticker: H


Proposal Vote


1.1 Elect Director Cherie L. Brant Mgmt For For

1.2 Elect Director Blair Cowper-Smith Mgmt For For

1.3 Elect Director Anne Giardini Mgmt For For

1.4 Elect Director David Hay Mgmt For For

1.5 Elect Director Timothy E. Hodgson Mgmt For For

1.6 Elect Director Jessica L. McDonald Mgmt For For

1.7 Elect Director Russel C. Robertson Mgmt For For

1.8 Elect Director William H. Sheffield Mgmt For For


Hydro One Limited



1.9 Elect Director Melissa Sonberg 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.Remuneration: Performance period. A vote against is applied as LGIM expects remuneration to be measured over at least a 3 year performance period.

1.10 Elect Director Thomas D. Woods Mgmt For For

2 Approve KPMG LLP as Auditors and Authorize Mgmt For For


Inter Pipeline Ltd.

Meeting Date: 05/09/2019 Country: Canada Primary Security ID: 45833V109

Meeting Type: Annual Ticker: IPL

Primary ISIN: CA45833V1094

Proposal Vote


1.1 Elect Director Richard Shaw Mgmt For For

1.2 Elect Director Christian Bayle Mgmt For For

1.3 Elect Director Peter Cella Mgmt For For

1.4 Elect Director Julie Dill Mgmt For For

1.5 Elect Director Duane Keinick Mgmt For For

1.6 Elect Director Arthur Korpach Mgmt For For

1.7 Elect Director Alison Taylor Love Mgmt For For

1.8 Elect Director Margaret McKenzie Mgmt For For

1.9 Elect Director William Robertson Mgmt For Withhold


1.10 Elect Director Brant Sangster Mgmt For For

2 Approve Ernst & Young LLP as Auditors and


Mgmt For For


Approach

Mgmt For For


Laboratory Corporation of America Holdings




Ticker: LH

Primary ISIN: US50540R4092

Proposal Vote


1a Elect Director Kerrii B. Anderson Mgmt For For

1b Elect Director Jean-Luc Belingard Mgmt For For

1c Elect Director D. Gary Gilliland Mgmt For For

1d Elect Director David P. King Mgmt For For

1e Elect Director Garheng Kong Mgmt For Against


1f Elect Director Peter M. Neupert Mgmt For For

1g Elect Director Richelle P. Parham Mgmt For For

1h Elect Director Adam H. Schechter Mgmt For For

1i Elect Director R. Sanders Williams Mgmt For For



Mgmt For For


Magna International, Inc.




Ticker: MG


Proposal Vote


1.1 Elect Director Scott B. Bonham Mgmt For For

1.2 Elect Director Peter G. Bowie Mgmt For For

1.3 Elect Director Mary S. Chan Mgmt For For

1.4 Elect Director Kurt J. Lauk Mgmt For For

1.5 Elect Director Robert F. MacLellan Mgmt For For


Magna International, Inc.



1.6 Elect Director Cynthia A. Niekamp Mgmt For For

1.7 Elect Director William A. Ruh Mgmt For For

1.8 Elect Director Indira V. Samarasekera Mgmt For For

1.9 Elect Director Donald J. Walker Mgmt For For

1.10 Elect Director Lisa S. Westlake Mgmt For For

1.11 Elect Director William L. Young Mgmt For For



Mgmt For For


Approach

Mgmt For For


4 Expand Annual Disclosure to Shareholders SH Against Against

Martin Marietta Materials, Inc.




Ticker: MLM


Proposal Vote


1.1 Elect Director Dorothy M. Ables Mgmt For For

1.2 Elect Director Sue W. Cole Mgmt For Against


1.3 Elect Director Smith W. Davis Mgmt For For

1.4 Elect Director John J. Koraleski Mgmt For For

1.5 Elect Director C. Howard Nye Mgmt For For

1.6 Elect Director Laree E. Perez Mgmt For For

1.7 Elect Director Michael J. Quillen Mgmt For For

1.8 Elect Director Donald W. Slager Mgmt For For

1.9 Elect Director Stephen P. Zelnak, Jr. Mgmt For For


Auditors

Mgmt For For


Martin Marietta Materials, Inc.





Mettler-Toledo International Inc.




Ticker: MTD


Proposal Vote


1.1 Elect Director Robert F. Spoerry Mgmt For Against


1.2 Elect Director Wah-Hui Chu Mgmt For For

1.3 Elect Director Olivier A. Filliol Mgmt For For

1.4 Elect Director Elisha W. Finney Mgmt For Against


1.5 Elect Director Richard Francis Mgmt For For

1.6 Elect Director Marco Gadola Mgmt For Against


1.7 Elect Director Michael A. Kelly Mgmt For For

1.8 Elect Director Thomas P. Salice Mgmt For Against





Mgmt For Against



Norfolk Southern Corporation




Ticker: NSC


Proposal Vote


1a Elect Director Thomas D. Bell, Jr. Mgmt For For

1b Elect Director Daniel A. Carp Mgmt For For

1c Elect Director Mitchell E. Daniels, Jr. Mgmt For For

1d Elect Director Marcela E. Donadio Mgmt For For

1e Elect Director Thomas C. Kelleher Mgmt For For

1f Elect Director Steven F. Leer Mgmt For Against


1g Elect Director Michael D. Lockhart Mgmt For For

1h Elect Director Amy E. Miles Mgmt For For

1i Elect Director Jennifer F. Scanlon Mgmt For For

1j Elect Director James A. Squires Mgmt For For

1k Elect Director John R. Thompson Mgmt For For





Mgmt For For

4 Adopt Simple Majority SH Against For

Blended Rationale: A vote FOR this proposal is warranted given that the elimination of the supermajority vote requirements would give shareholders a more meaningful voice in corporate transactions that impact their rights.

Nucor Corporation


Meeting Type: Annual Ticker: NUE



Nucor Corporation

Proposal Vote


1.1 Elect Director Lloyd J. Austin, III Mgmt For For

1.2 Elect Director Patrick J. Dempsey Mgmt For For

1.3 Elect Director John J. Ferriola Mgmt For For

1.4 Elect Director Victoria F. Haynes Mgmt For For

1.5 Elect Director Christopher J. Kearney Mgmt For Withhold


1.6 Elect Director Laurette T. Koellner Mgmt For For

1.7 Elect Director John H. Walker Mgmt For For





Blended Rationale: A vote AGAINST this proposal is warranted. While pay and performance were aligned for the year in review, the company paid severance to an NEO upon his retirement. The company's practice of awarding severance and sizable non-compete cash payments upon a voluntary retirement is not a common market practice, as severance is intended as a protection against involuntary job loss.





Nutrien Ltd.




Ticker: NTR

Primary ISIN: CA67077M1086

Proposal Vote


1.1 Elect Director Christopher M. Burley Mgmt For For

1.2 Elect Director Maura J. Clark Mgmt For For


Nutrien Ltd.



1.3 Elect Director John W. Estey Mgmt For For

1.4 Elect Director David C. Everitt Mgmt For

For

1.5 Elect Director Russell K. Girling Mgmt For

For

1.6 Elect Director Miranda C. Hubbs Mgmt For

For

1.7 Elect Director Alice D. Laberge Mgmt For

For

1.8 Elect Director Consuelo E. Madere Mgmt For

For

1.9 Elect Director Charles V. Magro Mgmt For

For

1.10 Elect Director Keith G. Martell Mgmt For

For

1.11 Elect Director Aaron W. Regent Mgmt For

For

1.12 Elect Director Mayo M. Schmidt Mgmt For

For



For

For


Approach

For For

S&P Global Inc.




Ticker: SPGI


Proposal Vote


1.1 Elect Director Marco Alvera Mgmt For For

1.2 Elect Director William J. Amelio Mgmt For For

1.3 Elect Director William D. Green Mgmt For Against


1.4 Elect Director Charles E. Haldeman, Jr. Mgmt For For

1.5 Elect Director Stephanie C. Hill Mgmt For For

1.6 Elect Director Rebecca Jacoby Mgmt For For

1.7 Elect Director Monique F. Leroux Mgmt For For

1.8 Elect Director Maria R. Morris Mgmt For For

1.9 Elect Director Douglas L. Peterson Mgmt For For


S&P Global Inc.



1.10 Elect Director Edward B. Rust, Jr. Mgmt For Against


1.11 Elect Director Kurt L. Schmoke Mgmt For For

1.12 Elect Director Richard E. Thornburgh Mgmt For For



Mgmt For For


4 Amend Deferred Compensation Plan Mgmt For For



Sempra Energy




Ticker: SRE


Proposal Vote


1.1 Elect Director Alan L. Boeckmann Mgmt For For

1.2 Elect Director Kathleen L. Brown Mgmt For For

1.3 Elect Director Andres Conesa Mgmt For For

1.4 Elect Director Maria Contreras-Sweet Mgmt For For

1.5 Elect Director Pablo A. Ferrero Mgmt For For

1.6 Elect Director William D. Jones 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.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.

1.7 Elect Director Jeffrey W. Martin Mgmt For For

1.8 Elect Director Michael N. Mears Mgmt For For

1.9 Elect Director William C. Rusnack Mgmt For Against



Sempra Energy

Proposal


1.10 Elect Director Lynn Schenk Mgmt For For

1.11 Elect Director Jack T. Taylor Mgmt For For

1.12 Elect Director Cynthia L. Walker Mgmt For For

1.13 Elect Director James C. Yardley Mgmt For For









Sun Life Financial, Inc.




Ticker: SLF


Proposal Vote


1.1 Elect Director William D. Anderson Mgmt For For

1.2 Elect Director Dean A. Connor Mgmt For For

1.3 Elect Director Stephanie L. Coyles Mgmt For For

1.4 Elect Director Martin J. G. Glynn Mgmt For For

1.5 Elect Director Ashok K. Gupta Mgmt For For

1.6 Elect Director M. Marianne Harris Mgmt For For

1.7 Elect Director Sara Grootwassink Lewis Mgmt For For

1.8 Elect Director James M. Peck Mgmt For For

1.9 Elect Director Scott F. Powers Mgmt For For

1.10 Elect Director Hugh D. Segal Mgmt For For


Sun Life Financial, Inc.



1.11 Elect Director Barbara G. Stymiest Mgmt For For



Approach

Mgmt For For

TELUS Corporation




Ticker: T

Primary ISIN: CA87971M1032

Proposal Vote


1.1 Elect Director R. H. (Dick) Auchinleck Mgmt For For

1.2 Elect Director Raymond T. Chan Mgmt For For

1.3 Elect Director Stockwell Day Mgmt For For

1.4 Elect Director Lisa de Wilde Mgmt For For

1.5 Elect Director Darren Entwistle Mgmt For For

1.6 Elect Director Mary Jo Haddad Mgmt For For

1.7 Elect Director Kathy Kinloch Mgmt For For

1.8 Elect Director Christine Magee Mgmt For For

1.9 Elect Director John Manley Mgmt For Withhold


1.10 Elect Director Claude Mongeau Mgmt For For

1.11 Elect Director David Mowat Mgmt For For

1.12 Elect Director Marc Parent Mgmt For For

1.13 Elect Director Denise Pickett Mgmt For For



Mgmt For For


Approach

Mgmt For For

4 Amend Shareholder Rights Plan Mgmt For For

5 Amend Restricted Share Unit Plan Mgmt For For


TELUS Corporation



6 Amend Performance Share Unit Plan Mgmt For For

The Williams Companies, Inc.




Ticker: WMB


Proposal Vote


1.1 Elect Director Alan S. Armstrong Mgmt For For

1.2 Elect Director Stephen W. Bergstrom Mgmt For For

1.3 Elect Director Nancy K. Buese Mgmt For For

1.4 Elect Director Stephen I. Chazen Mgmt For For

1.5 Elect Director Charles I. Cogut Mgmt For For

1.6 Elect Director Kathleen B. Cooper Mgmt For For

1.7 Elect Director Michael A. Creel Mgmt For For

1.8 Elect Director Vicki L. Fuller Mgmt For For

1.9 Elect Director Peter A. Ragauss Mgmt For For

1.10 Elect Director Scott D. Sheffield Mgmt For For

1.11 Elect Director Murray D. Smith Mgmt For For

1.12 Elect Director William H. Spence Mgmt For For





Tractor Supply Company




Ticker: TSCO



Tractor Supply Company


1.1 Elect Director Cynthia T. Jamison Mgmt For Withhold


1.2 Elect Director Ricardo Cardenas Mgmt For For

1.3 Elect Director Denise L. Jackson Mgmt For For

1.4 Elect Director Thomas A. Kingsbury Mgmt For For

1.5 Elect Director Ramkumar Krishnan Mgmt For For

1.6 Elect Director George MacKenzie Mgmt For For

1.7 Elect Director Edna K. Morris Mgmt For Withhold


1.8 Elect Director Mark J. Weikel Mgmt For For

1.9 Elect Director Gregory A. Sandfort Mgmt For Withhold





Mgmt For Against


Under Armour, Inc.




Ticker: UAA


Proposal Vote


1.1 Elect Director Kevin A. Plank Mgmt For For

1.2 Elect Director George W. Bodenheimer Mgmt For For

1.3 Elect Director Douglas E. Coltharp Mgmt For For

1.4 Elect Director Jerri L. DeVard Mgmt For For


Under Armour, Inc.



1.5 Elect Director Mohamed A. El-Erian Mgmt For For

1.6 Elect Director Karen W. Katz Mgmt For Withhold

Blended Rationale: WITHHOLD votes are warranted for Karen Katz, William (Bill) McDermott and Eric Olson for a material governance failure. The company's governing documents prohibit shareholdersâ?? ability to amend the company bylaws.

1.7 Elect Director A.B. Krongard Mgmt For For

1.8 Elect Director William R. McDermott Mgmt For Withhold

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.WITHHOLD votes are warranted for Karen Katz, William (Bill) McDermott and Eric Olson for a material governance failure. The company's governing documents prohibit shareholdersâ?? ability to amend the company bylaws. WITHHOLD votes are also warranted for William (Bill) McDermott for attending less than 75 percent of the board and committee meetings held over the past year.

1.9 Elect Director Eric T. Olson Mgmt For Withhold

Blended Rationale: WITHHOLD votes are warranted for Karen Katz, William (Bill) McDermott and Eric Olson for a material governance failure. The company's governing documents prohibit shareholdersâ?? ability to amend the company bylaws.

1.10 Elect Director Harvey L. Sanders 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.A vote AGAINST the proposal is warranted. Negative changes in the short- and long-term programs include the complete alignment of both performance programs with only one performance metric over a one-year period. Additionally, the long-term program's metric target is not rigorous, paying out at target if performance achieves what would be threshold performance in the short-term plan.

3 Amend 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):- Plan cost is excessive- Disclosure of CIC vesting treatment is incomplete

4 Ratify PricewaterhouseCoopers LLP as Mgmt For For

Auditors

United Parcel Service, Inc.




Ticker: UPS


Proposal Vote


1a Elect Director David P. Abney Mgmt For For

1b Elect Director Rodney C. Adkins Mgmt For For


United Parcel Service, Inc.



1c Elect Director Michael J. Burns Mgmt For For

1d Elect Director William R. Johnson Mgmt For For

1e Elect Director Ann M. Livermore Mgmt For Against


1f Elect Director Rudy H.P. Markham Mgmt For For

1g Elect Director Franck J. Moison Mgmt For For

1h Elect Director Clark "Sandy" T. Randt, Jr. Mgmt For For

1i Elect Director Christiana Smith Shi Mgmt For For

1j Elect Director John T. Stankey Mgmt For For

1k Elect Director Carol B. Tome Mgmt For Against


1l Elect Director Kevin M. Warsh Mgmt For For





4 Approve Recapitalization Plan for all Stock to SH Against For



5 Assess Feasibility of Including Sustainability SH Against Against

as a Performance Measure for Senior


Wheaton Precious Metals Corp.




Ticker: WPM



a1 Elect Director George L. Brack Mgmt For For


Wheaton Precious Metals Corp.


a2 Elect Director John A. Brough Mgmt For For

a3 Elect Director R. Peter Gillin Mgmt For Withhold


a4 Elect Director Chantal Gosselin Mgmt For For

a5 Elect Director Douglas M. Holtby Mgmt For For

a6 Elect Director Charles A. Jeannes Mgmt For For

a7 Elect Director Eduardo Luna Mgmt For Withhold


a8 Elect Director Marilyn Schonberner Mgmt For For

a9 Elect Director Randy V. J. Smallwood Mgmt For For

b Approve Deloitte LLP as Auditors and


Mgmt For For

c Advisory Vote on Executive Compensation

Approach

Mgmt For For

American Water Works Company, Inc.




Ticker: AWK


Proposal Vote


1a Elect Director Jeffery N. Edwards Mgmt For For

1b Elect Director Martha Clark Goss Mgmt For Against


1c Elect Director Veronica M. Hagen Mgmt For For

1d Elect Director Julia L. Johnson Mgmt For For

1e Elect Director Karl F. Kurz Mgmt For For

1f Elect Director George MacKenzie Mgmt For Against

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.

1g Elect Director James G. Stavridis Mgmt For For


American Water Works Company, Inc.


1h Elect Director Susan N. Story Mgmt For Against










Baker Hughes, a GE company




Ticker: BHGE


Proposal Vote


1.1 Elect Director W. Geoffrey Beattie Mgmt For For

1.2 Elect Director Gregory D. Brenneman Mgmt For For

1.3 Elect Director Clarence P. Cazalot, Jr. Mgmt For For

1.4 Elect Director Gregory L. Ebel Mgmt For For

1.5 Elect Director Lynn L. Elsenhans Mgmt For For

1.6 Elect Director Jamie S. Miller Mgmt For Withhold

Blended Rationale: WITHHOLD votes from Jamie Miller and John Rice for serving as non-independent members of a key board committee.

1.7 Elect Director James J. Mulva Mgmt For For

1.8 Elect Director John G. Rice Mgmt For Withhold

Blended Rationale: WITHHOLD votes from Jamie Miller and John Rice for serving as non-independent members of a key board committee.

1.9 Elect Director Lorenzo Simonelli Mgmt For For


Baker Hughes, a GE company




Colgate-Palmolive Company




Ticker: CL


Proposal Vote


1a Elect Director Charles A. Bancroft Mgmt For For

1b Elect Director John P. Bilbrey Mgmt For For

1c Elect Director John T. Cahill Mgmt For For

1d Elect Director Ian Cook Mgmt For For

1e Elect Director Lisa M. Edwards Mgmt For For

1f Elect Director Helene D. Gayle Mgmt For For

1g Elect Director C. Martin Harris Mgmt For For

1h Elect Director Lorrie M. Norrington Mgmt For For

1i Elect Director Michael B. Polk Mgmt For For

1j Elect Director Stephen I. Sadove Mgmt For For

1k Elect Director Noel R. Wallace Mgmt For For


Auditors

Mgmt For For



Mgmt For Against






ManpowerGroup, Inc.




Ticker: MAN


Proposal Vote


1.A Elect Director Gina R. Boswell Mgmt For For

1.B Elect Director Cari M. Dominguez Mgmt For For

1.C Elect Director William Downe Mgmt For For

1.D Elect Director John F. Ferraro Mgmt For For

1.E Elect Director Patricia Hemingway Hall Mgmt For For

1.F Elect Director Julie M. Howard Mgmt For Against


1.G Elect Director Ulice Payne, Jr. Mgmt For For

1.H Elect Director Jonas Prising Mgmt For For

1.I Elect Director Paul Read Mgmt For For

1.J Elect Director Elizabeth P. Sartain Mgmt For For

1.K Elect Director Michael J. Van Handel Mgmt For For




Mgmt For For

Marriott International, Inc.




Ticker: MAR


Proposal Vote


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

1.2 Elect Director Mary K. Bush Mgmt For Against



Marriott International, Inc.


1.3 Elect Director Bruce W. Duncan Mgmt For Against


1.4 Elect Director Deborah Marriott Harrison Mgmt For For

1.5 Elect Director Frederick A. "Fritz" Henderson Mgmt For For

1.6 Elect Director Eric Hippeau Mgmt For For

1.7 Elect Director Lawrence W. Kellner Mgmt For Against


1.8 Elect Director Debra L. Lee Mgmt For For

1.9 Elect Director Aylwin B. Lewis Mgmt For For

1.10 Elect Director Margaret M. McCarthy Mgmt For For

1.11 Elect Director George Munoz Mgmt For For

1.12 Elect Director Steven S. Reinemund Mgmt For For

1.13 Elect Director Susan C. Schwab Mgmt For For

1.14 Elect Director Arne M. Sorenson Mgmt For For



4a Eliminate Supermajority Vote Requirement for Mgmt For For the Removal of Directors

4b Eliminate Supermajority Vote Requirement for Mgmt For For Future Amendments to the Certificate

Approved by Our Stockholders

4c Eliminate Supermajority Vote Requirement for Mgmt For For Future Amendments to Certain Bylaw

Provisions

4d Remove the Requirement for a Supermajority Mgmt For For Stockholder Vote for Certain Transactions

4e Eliminate Supermajority Vote Requirement for Mgmt For For Certain Business Combinations

5 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.


Masco Corporation




Ticker: MAS


Proposal Vote


1a Elect Director Marie A. Ffolkes Mgmt For For

1b Elect Director Donald R. Parfet Mgmt For Against


1c Elect Director Lisa A. Payne Mgmt For For

1d Elect Director Reginald M. Turner Mgmt For Against




Mgmt For For


Auditors

Mgmt For Against


Occidental Petroleum Corporation




Ticker: OXY


Proposal Vote


1a Elect Director Spencer Abraham Mgmt For For

1b Elect Director Eugene L. Batchelder Mgmt For For

1c Elect Director Margaret M. Foran Mgmt For For

1d Elect Director Carlos M. Gutierrez Mgmt For For

1e Elect Director Vicki Hollub Mgmt For For

1f Elect Director William R. Klesse Mgmt For For

1g Elect Director Jack B. Moore Mgmt For For


Occidental Petroleum Corporation


1h Elect Director Avedick B. Poladian Mgmt For For

1i Elect Director Elisse B. Walter Mgmt For For



Mgmt For For




SH Against For


The Progressive Corporation




Ticker: PGR


Proposal Vote


1a Elect Director Philip Bleser Mgmt For For

1b Elect Director Stuart B. Burgdoerfer Mgmt For For

1c Elect Director Pamela J. Craig Mgmt For For

1d Elect Director Charles A. Davis Mgmt For For

1e Elect Director Roger N. Farah Mgmt For Against


1f Elect Director Lawton W. Fitt Mgmt For Against


1g Elect Director Susan Patricia Griffith Mgmt For For

1h Elect Director Jeffrey D. Kelly Mgmt For For

1i Elect Director Patrick H. Nettles Mgmt For Against


1j Elect Director Barbara R. Snyder Mgmt For For

1k Elect Director Jan E. Tighe Mgmt For For

1l Elect Director Kahina Van Dyke Mgmt For For


The Progressive Corporation







Vulcan Materials Company




Ticker: VMC


Proposal Vote


1a Elect Director Kathleen L. Quirk Mgmt For For

1b Elect Director David P. Steiner Mgmt For Against


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



Mgmt For For



Yum China Holdings, Inc.




Ticker: YUMC



1a Elect Director Fred Hu Mgmt For Against



Yum China Holdings, Inc.

Proposal


1b Elect Director Joey Wat Mgmt For For

1c Elect Director Muktesh "Micky" Pant Mgmt For For

1d Elect Director Peter A. Bassi Mgmt For For

1e Elect Director Christian L. Campbell Mgmt For For

1f Elect Director Ed Yiu-Cheong Chan Mgmt For For

1g Elect Director Edouard Ettedgui Mgmt For For

1h Elect Director Cyril Han Mgmt For For

1i Elect Director Louis T. Hsieh Mgmt For For

1j Elect Director Ruby Lu Mgmt For For

1k Elect Director Zili Shao Mgmt For For

1l Elect Director William Wang Mgmt For For

2 Ratify KPMG Huazhen LLP as Auditor Mgmt For For



Mgmt For Against


Zimmer Biomet Holdings, Inc.




Ticker: ZBH


Proposal Vote


1a Elect Director Christopher B. Begley Mgmt For For

1b Elect Director Betsy J. Bernard Mgmt For For

1c Elect Director Gail K. Boudreaux Mgmt For For

1d Elect Director Michael J. Farrell Mgmt For For

1e Elect Director Larry C. Glasscock Mgmt For For

1f Elect Director Robert A. Hagemann Mgmt For For

1g Elect Director Bryan C. Hanson Mgmt For For


Zimmer Biomet Holdings, Inc.


1h Elect Director Arthur J. Higgins Mgmt For Against


1i Elect Director Maria Teresa "Tessa" Hilado Mgmt For For

1j Elect Director Syed Jafry Mgmt For For

1k Elect Director Michael W. Michelson Mgmt For For


Auditors

Mgmt For For



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.A vote AGAINST this proposal is warranted. The long-term incentive program includes a concerning multiple vesting feature, reducing the rigor of the overall program. Half of PSUs are tied to a non-rigorous TSR goal, which awards target shares for merely median performance. In addition, the company provided a number of one-time special awards and retention grants to certain executives that lack any performance vesting criteria.

Digital Realty Trust, Inc.




Ticker: DLR


Proposal Vote


1A Elect Director Laurence A. Chapman Mgmt For Against

Blended Rationale: Vote AGAINST Laurence Chapman, Mary Hogan Preusse, Kevin Kennedy and William LaPerch for a material governance failure. The company's governing documents prohibit or restrict shareholdersâ?? ability to amend the company bylaws.

1B Elect Director Michael A. Coke Mgmt For For

1C Elect Director Kevin J. Kennedy Mgmt For Against


1D Elect Director William G. LaPerch Mgmt For Against


1E Elect Director Afshin Mohebbi Mgmt For For


Digital Realty Trust, Inc.



1F Elect Director Mark R. Patterson Mgmt For For

1G Elect Director Mary Hogan Preusse Mgmt For Against


1H Elect Director Dennis E. Singleton Mgmt For Against


1I Elect Director A. William Stein Mgmt For For




Mgmt For For

International Paper Company




Ticker: IP


Proposal Vote


1a Elect Director William J. Burns Mgmt For For

1b Elect Director Christopher M. Connor Mgmt For For

1c Elect Director Ahmet C. Dorduncu Mgmt For Against


1d Elect Director Ilene S. Gordon Mgmt For For

1e Elect Director Anders Gustafsson Mgmt For Against


1f Elect Director Jacqueline C. Hinman Mgmt For For

1g Elect Director Clinton A. Lewis, Jr. Mgmt For For

1h Elect Director Kathryn D. Sullivan Mgmt For For

1i Elect Director Mark S. Sutton Mgmt For For

1j Elect Director J. Steven Whisler Mgmt For For


International Paper Company


1k Elect Director Ray G. Young Mgmt For For




Mgmt For For



SH Against For


Markel Corporation




Ticker: MKL


Proposal Vote


1a Elect Director K. Bruce Connell Mgmt For For

1b Elect Director Thomas S. Gayner Mgmt For Against


1c Elect Director Stewart M. Kasen Mgmt For Against


1d Elect Director Alan I. Kirshner Mgmt For For

1e Elect Director Diane Leopold Mgmt For Against


1f Elect Director Lemuel E. Lewis Mgmt For Against


1g Elect Director Anthony F. Markel Mgmt For For

1h Elect Director Steven A. Markel Mgmt For For

1i Elect Director Darrell D. Martin Mgmt For For

1j Elect Director Michael O'Reilly Mgmt For Against



Markel Corporation

Proposal


1k Elect Director Michael J. Schewel Mgmt For Against


1l Elect Director Richard R. Whitt, III Mgmt For For

1m Elect Director Debora J. Wilson Mgmt For For



Mgmt For For



Motorola Solutions, Inc.




Ticker: MSI


Proposal Vote


1a Elect Director Gregory Q. Brown Mgmt For For

1b Elect Director Kenneth D. Denman Mgmt For For

1c Elect Director Egon P. Durban 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.Votes AGAINST Egon Durban and Gregory (Greg) Mondre are warranted for serving as non-independent members of a key board committee.

1d Elect Director Clayton M. Jones Mgmt For For

1e Elect Director Judy C. Lewent Mgmt For For

1f Elect Director Gregory K. Mondre Mgmt For Against

Blended Rationale: Votes AGAINST Egon Durban and Gregory (Greg) Mondre are warranted for serving as non-independent members of a key board committee.

1g Elect Director Anne R. Pramaggiore Mgmt For For

1h Elect Director Joseph M. Tucci Mgmt For For






Motorola Solutions, Inc.

Proposal


4 Require Director Nominee with Human Rights SH Against Against

Experience



Power Financial Corporation




Ticker: PWF

Primary ISIN: CA73927C1005

Proposal Vote


1.1 Elect Director Marc A. Bibeau Mgmt For For


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.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.Vote WITHHOLD for Paul Desmarais Jr. and Andre Desmarais for serving as executive directors on the Governance and Nominating Committee.


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.Vote WITHHOLD for Paul Desmarais Jr. and Andre Desmarais for serving as executive directors on the Governance and Nominating Committee.

1.4 Elect Director Gary A. Doer Mgmt For Withhold

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.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.

1.5 Elect Director Gerald Frere Mgmt For For

1.6 Elect Director Anthony R. Graham Mgmt For For





1.10 Elect Director T. Timothy Ryan, Jr. Mgmt For For


Power Financial Corporation



1.11 Elect Director Emoeke J.E. Szathmary Mgmt For For





3M Company




Ticker: MMM


Proposal Vote


1a Elect Director Thomas "Tony" K. Brown Mgmt For For

1b Elect Director Pamela J. Craig Mgmt For For

1c Elect Director David B. Dillon Mgmt For For

1d Elect Director Michael L. Eskew Mgmt For Against


1e Elect Director Herbert L. Henkel Mgmt For For

1f Elect Director Amy E. Hood Mgmt For For

1g Elect Director Muhtar Kent Mgmt For For

1h Elect Director Edward M. Liddy Mgmt For For

1i Elect Director Dambisa F. Moyo Mgmt For For

1j Elect Director Gregory R. Page Mgmt For For

1k Elect Director Michael F. Roman Mgmt For For

1l Elect Director Patricia A. Woertz Mgmt For For






3M Company


4 Consider Pay Disparity Between Executives SH Against For

and Other Employees

Blended Rationale: Remuneration: A vote in favour is applied as LGIM regards such reports to be valuable in order to assess pay disparity between executives and employees.

Alexion Pharmaceuticals, Inc.




Ticker: ALXN



1.1 Elect Director Felix J. Baker Mgmt For Against


1.2 Elect Director David R. Brennan Mgmt For For

1.3 Elect Director Christopher J. Coughlin Mgmt For For

1.4 Elect Director Deborah Dunsire Mgmt For Against


1.5 Elect Director Paul A. Friedman Mgmt For Against


1.6 Elect Director Ludwig N. Hantson Mgmt For For

1.7 Elect Director John T. Mollen Mgmt For For

1.8 Elect Director Francois Nader Mgmt For For

1.9 Elect Director Judith A. Reinsdorf Mgmt For For

1.10 Elect Director Andreas Rummelt Mgmt For For




Mgmt For For




Arconic Inc.



Primary Security ID: 03965L100

Ticker: ARNC


Proposal Vote


1.1 Elect Director James F. Albaugh 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.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.

1.2 Elect Director Amy E. Alving Mgmt For Against


1.3 Elect Director Christopher L. Ayers Mgmt For For

1.4 Elect Director Elmer L. Doty Mgmt For For

1.5 Elect Director Rajiv L. Gupta Mgmt For Against


1.6 Elect Director Sean O. Mahoney Mgmt For For

1.7 Elect Director David J. Miller Mgmt For For

1.8 Elect Director E. Stanley O'Neal Mgmt For For

1.9 Elect Director John C. Plant Mgmt For Against


1.10 Elect Director Ulrich R. Schmidt Mgmt For For


Auditors




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. While pay and performance are reasonably aligned for 2018, a vote AGAINST this proposal is warranted given concerns regarding the pay magnitude and structure of compensation arrangements approved for John Plant, who was appointed CEO at the start of 2019.



Arconic Inc.


5 Reduce Ownership Threshold for SH Against For



Arthur J. Gallagher & Co.




Ticker: AJG


Proposal Vote


1a Elect Director Sherry S. Barrat Mgmt For For

1b Elect Director William L. Bax Mgmt For For

1c Elect Director D. John Coldman Mgmt For For

1d Elect Director Frank E. English, Jr. Mgmt For For

1e Elect Director J. Patrick Gallagher, Jr. Mgmt For For

1f Elect Director David S. Johnson Mgmt For Against


1g Elect Director Kay W. McCurdy Mgmt For For

1h Elect Director Ralph J. Nicoletti Mgmt For For

1i Elect Director Norman L. Rosenthal Mgmt For For





CIT Group Inc.




Ticker: CIT



CIT Group Inc.

Proposal Vote


1a Elect Director Ellen R. Alemany Mgmt For For

1b Elect Director Michael L. Brosnan Mgmt For For

1c Elect Director Michael A. Carpenter Mgmt For For

1d Elect Director Dorene C. Dominguez Mgmt For For

1e Elect Director Alan Frank Mgmt For For

1f Elect Director William M. Freeman Mgmt For Against


1g Elect Director R. Brad Oates Mgmt For For

1h Elect Director Gerald Rosenfeld Mgmt For For

1i Elect Director John R. Ryan Mgmt For Against


1j Elect Director Sheila A. Stamps Mgmt For For

1k Elect Director Khanh T. Tran Mgmt For For

1l Elect Director Laura S. Unger Mgmt For For




Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted given increasingly higher pay and incentive opportunities that are not substantiated by sustained strong performance. The CEO's pay has continued to climb at a time of lagging relative TSR and long-term financial performance, due primarily to increased incentive pay opportunities. A higher annual incentive payout in 2018 was driven in part by an increase in the CEO's already high target bonus opportunity, and the target is being increased further for 2019. The CEO's LTI award target value for 2018 also increased, and will increase further in 2019, while forward-looking performance goals are not completely disclosed. The CEO's 2018 pay was further elevated by an additional one-time equity award grant.

ConocoPhillips




Ticker: COP



ConocoPhillips

Proposal Vote


1a Elect Director Charles E. Bunch Mgmt For For

1b Elect Director Caroline Maury Devine Mgmt For For

1c Elect Director John V. Faraci Mgmt For For

1d Elect Director Jody Freeman Mgmt For For

1e Elect Director Gay Huey Evans Mgmt For For

1f Elect Director Jeffrey A. Joerres Mgmt For For

1g Elect Director Ryan M. Lance Mgmt For For

1h Elect Director William H. McRaven Mgmt For For

1i Elect Director Sharmila Mulligan Mgmt For For

1j Elect Director Arjun N. Murti Mgmt For For

1k Elect Director Robert A. Niblock Mgmt For For





Cummins Inc.




Ticker: CMI


Proposal Vote


1 Elect Director N. Thomas Linebarger Mgmt For For

2 Elect Director Richard J. Freeland Mgmt For For

3 Elect Director Robert J. Bernhard Mgmt For For

4 Elect Director Franklin R. Chang Diaz Mgmt For For

5 Elect Director Bruno V. Di Leo Allen Mgmt For For

6 Elect Director Stephen B. Dobbs Mgmt For For


Cummins Inc.



7 Elect Director Robert K. Herdman Mgmt For For

8 Elect Director Alexis M. Herman Mgmt For Against


9 Elect Director Thomas J. Lynch Mgmt For Against


10 Elect Director William I. Miller Mgmt For For

11 Elect Director Georgia R. Nelson Mgmt For Against


12 Elect Director Karen H. Quintos Mgmt For For



Mgmt For For


15 Amend Nonqualified Employee Stock

Purchase Plan

Mgmt For For



Essex Property Trust, Inc.




Ticker: ESS


Proposal Vote


1.1 Elect Director Keith R. Guericke Mgmt For For

1.2 Elect Director Amal M. Johnson Mgmt For For

1.3 Elect Director Mary Kasaris Mgmt For For

1.4 Elect Director Irving F. Lyons, III Mgmt For For

1.5 Elect Director George M. Marcus Mgmt For For

1.6 Elect Director Thomas E. Robinson Mgmt For For

1.7 Elect Director Michael J. Schall Mgmt For For


Essex Property Trust, Inc.



1.8 Elect Director Byron A. Scordelis Mgmt For For

1.9 Elect Director Janice L. Sears Mgmt For For




Mgmt For For

First Republic Bank




Ticker: FRC


Proposal Vote


1.1 Elect Director James H. Herbert, II Mgmt For For

1.2 Elect Director Katherine August-deWilde Mgmt For For

1.3 Elect Director Thomas J. Barrack, Jr. Mgmt For For

1.4 Elect Director Hafize Gaye Erkan Mgmt For For

1.5 Elect Director Frank J. Fahrenkopf, Jr. Mgmt For For

1.6 Elect Director Boris Groysberg Mgmt For For

1.7 Elect Director Sandra R. Hernandez Mgmt For For

1.8 Elect Director Pamela J. Joyner Mgmt For For

1.9 Elect Director Reynold Levy Mgmt For For

1.10 Elect Director Duncan L. Niederauer Mgmt For For

1.11 Elect Director George G.C. Parker Mgmt For For




Mgmt For Against



Juniper Networks, Inc.




Ticker: JNPR


Proposal Vote


1a Elect Director Gary Daichendt Mgmt For For

1b Elect Director Anne DelSanto Mgmt For For

1c Elect Director Kevin DeNuccio Mgmt For For

1d Elect Director James Dolce Mgmt For For

1e Elect Director Scott Kriens Mgmt For For

1f Elect Director Rahul Merchant Mgmt For For

1g Elect Director Rami Rahim Mgmt For For

1h Elect Director William R. Stensrud Mgmt For Against





Mgmt For For


Loews Corporation




Ticker: L


Proposal Vote


1a Elect Director Ann E. Berman Mgmt For For

1b Elect Director Joseph L. Bower Mgmt For Against


1c Elect Director Charles D. Davidson Mgmt For For

1d Elect Director Charles M. Diker Mgmt For For


Loews Corporation



1e Elect Director Paul J. Fribourg Mgmt For Against

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.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.

1f Elect Director Walter L. Harris Mgmt For Against

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.Vote AGAINST Walter Harris for serving as a non-independent member of a key board committee.

1g Elect Director Philip A. Laskawy Mgmt For For

1h Elect Director Susan P. Peters Mgmt For For

1i Elect Director Andrew H. Tisch Mgmt For For

1j Elect Director James S. Tisch Mgmt For Against


1k Elect Director Jonathan M. Tisch Mgmt For For

1l Elect Director Anthony Welters Mgmt For For








Power Corporation of Canada




Ticker: POW



Meeting for Participating Preferred Mgmt Shareholders and Subordinate Voting Shareholders




1.1 Elect Director Pierre Beaudoin Mgmt For For




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.Vote WITHHOLD for Paul Desmarais Jr. and Andre Desmarais for serving as executive directors on the Governance and Nominating Committee.Vote FOR all other proposed nominees.


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.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.Vote WITHHOLD for Paul Desmarais Jr. and Andre Desmarais for serving as executive directors on the Governance and Nominating Committee.Vote FOR all other proposed nominees.

1.5 Elect Director Gary A. Doer Mgmt For Withhold


1.6 Elect Director Anthony R. Graham 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.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.


1.8 Elect Director Isabelle Marcoux Mgmt For For

1.9 Elect Director Christian Noyer Mgmt For For



1.11 Elect Director T. Timothy Ryan, Jr. Mgmt For For

1.12 Elect Director Emoeke J.E. Szathmary Mgmt For For


Shareholder Proposals Mgmt

3 SP 1: Disclosure of Director Independence in SH Against Against

the Management Circular

4 SP 2: Disclose Voting Results Separately For SH Against For

Each Class

Blended Rationale: A vote FOR this proposal is warranted as the disclosure of voting results is not an onerous obligation for the company but is of substantial importance and benefit to minority shareholders.




5 SP 3: Advisory Vote to Ratify Named SH Against For

Executive Officers' Compensation

Blended Rationale: Vote FOR this proposal as advisory votes on executive compensation are viewed as the preferred method for shareholders to register approval or disapproval of compensation practices and as an improvement in shareholder rights.

PPL Corporation




Ticker: PPL



1.1 Elect Director John W. Conway Mgmt For Against


1.2 Elect Director Steven G. Elliott Mgmt For For

1.3 Elect Director Raja Rajamannar Mgmt For For

1.4 Elect Director Craig A. Rogerson Mgmt For For

1.5 Elect Director William H. Spence Mgmt For For

1.6 Elect Director Natica von Althann Mgmt For For

1.7 Elect Director Keith H. Williamson Mgmt For For

1.8 Elect Director Phoebe A. Wood Mgmt For For

1.9 Elect Director Armando Zagalo de Lima Mgmt For For



Mgmt For For


Prudential Financial, Inc.




Ticker: PRU



Prudential Financial, Inc.


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


1.2 Elect Director Gilbert F. Casellas Mgmt For Against


1.3 Elect Director Robert M. Falzon Mgmt For For

1.4 Elect Director Mark B. Grier Mgmt For For

1.5 Elect Director Martina Hund-Mejean Mgmt For For

1.6 Elect Director Karl J. Krapek Mgmt For Against


1.7 Elect Director Peter R. Lighte Mgmt For For

1.8 Elect Director Charles F. Lowrey Mgmt For For

1.9 Elect Director George Paz Mgmt For For

1.10 Elect Director Sandra Pianalto Mgmt For For

1.11 Elect Director Christine A. Poon Mgmt For For

1.12 Elect Director Douglas A. Scovanner Mgmt For For

1.13 Elect Director Michael A. Todman Mgmt For For


Auditors

Mgmt For For



Mgmt For For


Quest Diagnostics Incorporated




Ticker: DGX



Quest Diagnostics Incorporated

Proposal Vote


1.1 Elect Director Vicky B. Gregg Mgmt For For

1.2 Elect Director Timothy L. Main Mgmt For For

1.3 Elect Director Denise M. Morrison Mgmt For For

1.4 Elect Director Gary M. Pfeiffer Mgmt For For

1.5 Elect Director Timothy M. Ring Mgmt For Against


1.6 Elect Director Stephen H. Rusckowski Mgmt For For

1.7 Elect Director Daniel C. Stanzione Mgmt For Against


1.8 Elect Director Helen I. Torley Mgmt For For

1.9 Elect Director Gail R. Wilensky Mgmt For For



Mgmt For Against




Realty Income Corporation




Ticker: O


Proposal Vote


1a Elect Director Kathleen R. Allen Mgmt For For

1b Elect Director A. Larry Chapman Mgmt For For

1c Elect Director Reginald H. Gilyard Mgmt For For

1d Elect Director Priya Cherian Huskins Mgmt For For

1e Elect Director Gerardo I. Lopez Mgmt For For


Realty Income Corporation



1f Elect Director Michael D. McKee Mgmt For Against


1g Elect Director Gregory T. McLaughlin Mgmt For For

1h Elect Director Ronald L. Merriman Mgmt For For

1i Elect Director Sumit Roy Mgmt For For


3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation



5 Ratify the Amendment to the Company's Mgmt For Against Bylaws to Permit Stockholders to Propose

Binding Amendments to the Company's Bylaws

Blended Rationale: A vote AGAINST this proposal is warranted due to the excessive requirements to submit a binding bylaw amendment.

Turquoise Hill Resources Ltd.




Ticker: TRQ



1.1 Elect Director Alan Chirgwin Mgmt For Withhold

Blended Rationale: Vote AGAINST due to concerns with conflicts of interest with major shareholder.

1.2 Elect Director James W. Gill Mgmt For Withhold


1.3 Elect Director R. Peter Gillin Mgmt For Withhold


1.4 Elect Director Stephen Jones Mgmt For Withhold



Turquoise Hill Resources Ltd.



1.5 Elect Director Ulf Quellmann Mgmt For Withhold


1.6 Elect Director Russel C. Robertson Mgmt For Withhold


1.7 Elect Director Maryse Saint-Laurent Mgmt For Withhold



Remuneration



Ventas, Inc.




Ticker: VTR


Proposal Vote


1A Elect Director Melody C. Barnes Mgmt For For

1B Elect Director Debra A. Cafaro Mgmt For For

1C Elect Director Jay M. Gellert Mgmt For For

1D Elect Director Richard I. Gilchrist Mgmt For Against


1E Elect Director Matthew J. Lustig Mgmt For For

1F Elect Director Roxanne M. Martino Mgmt For For

1G Elect Director Walter C. Rakowich Mgmt For For

1H Elect Director Robert D. Reed Mgmt For For

1I Elect Director James D. Shelton Mgmt For For




Mgmt For For


Waste Management, Inc.




Ticker: WM



1a Elect Director Frank M. Clark, Jr. Mgmt For Against


1b Elect Director James C. Fish, Jr. Mgmt For For

1c Elect Director Andres R. Gluski Mgmt For Against


1d Elect Director Patrick W. Gross Mgmt For For

1e Elect Director Victoria M. Holt Mgmt For For

1f Elect Director Kathleen M. Mazzarella Mgmt For For

1g Elect Director John C. Pope Mgmt For Against


1h Elect Director Thomas H. Weidemeyer Mgmt For For




4 Limit Accelerated Vesting of Equity Awards SH Against For

Upon a Change in Control

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.

Waters Corporation




Ticker: WAT



1.1 Elect Director Linda Baddour Mgmt For For


Waters Corporation



1.2 Elect Director Michael J. Berendt Mgmt For For

1.3 Elect Director Edward Conard Mgmt For For

1.4 Elect Director Laurie H. Glimcher Mgmt For For

1.5 Elect Director Gary E. Hendrickson Mgmt For For

1.6 Elect Director Christopher A. Kuebler Mgmt For Against


1.7 Elect Director Christopher J. O'Connell Mgmt For For

1.8 Elect Director Flemming Ornskov Mgmt For For

1.9 Elect Director JoAnn A. Reed Mgmt For For

1.10 Elect Director Thomas P. Salice Mgmt For Against






Wyndham Hotels & Resorts, Inc.



Primary Security ID: 98311A105

Ticker: WH

Primary ISIN: US98311A1051

Proposal Vote


1.1 Elect Director Mukul V. Deoras Mgmt For For

1.2 Elect Director Brian Mulroney Mgmt For Withhold




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



Wyndham Hotels & Resorts, Inc.



Advance Auto Parts, Inc.




Ticker: AAP


Proposal Vote


1a Elect Director John F. Bergstrom Mgmt For For

1b Elect Director Brad W. Buss Mgmt For For

1c Elect Director John F. Ferraro Mgmt For For

1d Elect Director Thomas R. Greco Mgmt For For

1e Elect Director Jeffrey J. Jones, II Mgmt For For

1f Elect Director Adriana Karaboutis Mgmt For For

1g Elect Director Eugene I. Lee, Jr. Mgmt For For

1h Elect Director Sharon L. McCollam Mgmt For For

1i Elect Director Douglas A. Pertz Mgmt For For

1j Elect Director Jeffrey C. Smith Mgmt For Against


1k Elect Director Nigel Travis Mgmt For Against



3


Ratify Deloitte & Touche LLP as Auditor

Mgmt

For

For


Advanced Micro Devices, Inc.




Ticker: AMD



Advanced Micro Devices, Inc.

Proposal Vote


1a Elect Director John E. Caldwell Mgmt For For

1b Elect Director Nora M. Denzel Mgmt For Against


1c Elect Director Mark Durcan Mgmt For For

1d Elect Director Joseph A. Householder Mgmt For For

1e Elect Director John W. Marren Mgmt For For

1f Elect Director Lisa T. Su Mgmt For For

1g Elect Director Abhi Y. Talwalkar Mgmt For Against







Mgmt For Against


Akamai Technologies, Inc.




Ticker: AKAM


Proposal Vote


1.1 Elect Director Peter Thomas "Tom" Killalea Mgmt For For

1.2 Elect Director F. Thomson "Tom" Leighton Mgmt For For

1.3 Elect Director Jonathan Miller Mgmt For For




Mgmt For For


Akamai Technologies, Inc.



Auditors

Align Technology, Inc.




Ticker: ALGN


Proposal Vote


1.1 Elect Director Kevin J. Dallas Mgmt For For

1.2 Elect Director Joseph M. Hogan Mgmt For For

1.3 Elect Director Joseph Lacob Mgmt For Against


1.4 Elect Director C. Raymond Larkin, Jr. Mgmt For For

1.5 Elect Director George J. Morrow Mgmt For For

1.6 Elect Director Thomas M. Prescott Mgmt For For

1.7 Elect Director Andrea L. Saia Mgmt For For

1.8 Elect Director Greg J. Santora Mgmt For Against


1.9 Elect Director Susan E. Siegel Mgmt For For

1.10 Elect Director Warren S. Thaler Mgmt For For


Auditors

Mgmt For For



Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted. CEO pay rose markedly due to a special one-time MSU grant (valued by ISS at approximately $15 million), which is larger than the CEO's total annual equity grant and larger than the median total CEO pay of peer companies. In addition, the annual incentive award was achieved at maximum for the second consecutive year, during a period when a specific target goal was set below the prior year's performance.


Anthem, Inc.




Ticker: ANTM


Proposal Vote


1.1 Elect Director Bahija Jallal Mgmt For For

1.2 Elect Director Elizabeth E. Tallett Mgmt For Against








5 Declassify the Board of Directors SH None For

Halliburton Company




Ticker: HAL


Proposal Vote


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

1b Elect Director William E. Albrecht Mgmt For Against


1c Elect Director M. Katherine Banks Mgmt For For

1d Elect Director Alan M. Bennett Mgmt For For

1e Elect Director Milton Carroll 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.


Halliburton Company

Proposal


1f Elect Director Nance K. Dicciani Mgmt For Against


1g Elect Director Murry S. Gerber Mgmt For For

1h Elect Director Patricia Hemingway Hall Mgmt For For

1i Elect Director Robert A. Malone Mgmt For Against


1j Elect Director Jeffrey A. Miller Mgmt For For




Mgmt For For


Ingredion Incorporated




Ticker: INGR


Proposal Vote


1a Elect Director Luis Aranguren-Trellez Mgmt For For

1b Elect Director David B. Fischer Mgmt For For

1c Elect Director Paul Hanrahan Mgmt For For

1d Elect Director Rhonda L. Jordan Mgmt For Against


1e Elect Director Gregory B. Kenny Mgmt For Against


1f Elect Director Barbara A. Klein Mgmt For For

1g Elect Director Victoria J. Reich Mgmt For For

1h Elect Director Jorge A. Uribe Mgmt For For

1i Elect Director Dwayne A. Wilson Mgmt For For


Ingredion Incorporated



1j Elect Director James P. Zallie Mgmt For For



Mgmt For Against



Kohl's Corporation




Ticker: KSS


Proposal Vote


1a Elect Director Peter Boneparth Mgmt For For

1b Elect Director Steven A. Burd Mgmt For For

1c Elect Director H. Charles Floyd Mgmt For For

1d Elect Director Michelle Gass Mgmt For For

1e Elect Director Jonas Prising Mgmt For For

1f Elect Director John E. Schlifske Mgmt For For

1g Elect Director Adrianne Shapira Mgmt For For

1h Elect Director Frank V. Sica Mgmt For Against


1i Elect Director Stephanie A. Streeter Mgmt For For

1j Elect Director Stephen E. Watson Mgmt For For





Mgmt For For




Kohl's Corporation

Proposal


5 Adopt Vendor Policy Regarding Oversight on SH Against Against

Preventing Cruelty to Animals Throughout the

Supply Chain

Mondelez International, Inc.




Ticker: MDLZ


Proposal Vote


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

1b Elect Director Charles E. Bunch Mgmt For For

1c Elect Director Debra A. Crew Mgmt For For

1d Elect Director Lois D. Juliber Mgmt For For

1e Elect Director Mark D. Ketchum Mgmt For For

1f Elect Director Peter W. May Mgmt For For

1g Elect Director Jorge S. Mesquita Mgmt For For

1h Elect Director Joseph Neubauer Mgmt For For

1i Elect Director Fredric G. Reynolds Mgmt For For

1j Elect Director Christiana S. Shi Mgmt For For

1k Elect Director Patrick T. Siewert Mgmt For For

1l Elect Director Jean-Francois M. L. van

Boxmeer

Mgmt For For

1m Elect Director Dirk Van de Put Mgmt For For



Mgmt For For


4 Report on Mitigating Impacts of Deforestation

in Company's Supply Chain

SH Against Against

5 Consider Pay Disparity Between Executives

and Other Employees

SH Against For

Blended Rationale: Remuneration: A vote in favour is applied as LGIM regards such reports to be valuable in order to assess pay disparity between executives and employees.


Northrop Grumman Corporation




Ticker: NOC


Proposal Vote


1.1 Elect Director Wesley G. Bush Mgmt For For

1.2 Elect Director Marianne C. Brown Mgmt For For

1.3 Elect Director Donald E. Felsinger Mgmt For For

1.4 Elect Director Ann M. Fudge Mgmt For For

1.5 Elect Director Bruce S. Gordon Mgmt For For

1.6 Elect Director William H. Hernandez Mgmt For For

1.7 Elect Director Madeleine A. Kleiner Mgmt For For

1.8 Elect Director Karl J. Krapek Mgmt For For

1.9 Elect Director Gary Roughead Mgmt For For

1.10 Elect Director Thomas M. Schoewe Mgmt For For

1.11 Elect Director James S. Turley Mgmt For For

1.12 Elect Director Kathy J. Warden Mgmt For For

1.13 Elect Director Mark A. Welsh, III Mgmt For For



Mgmt For For



4 Report on Implementation of Human Rights SH Against For

Policy

Blended Rationale: Human rights: A vote in favour is applied as LGIM supports such risk assessments as we consider human rights issues to be a material risk to companies.



Old Dominion Freight Line, Inc.




Ticker: ODFL



Old Dominion Freight Line, Inc.

Proposal Vote


1.1 Elect Director Earl E. Congdon Mgmt For For

1.2 Elect Director David S. Congdon Mgmt For For

1.3 Elect Director Sherry A. Aaholm Mgmt For For

1.4 Elect Director John R. Congdon, Jr. Mgmt For For

1.5 Elect Director Bradley R. Gabosch Mgmt For For

1.6 Elect Director Greg C. Gantt Mgmt For For

1.7 Elect Director Patrick D. Hanley Mgmt For For

1.8 Elect Director John D. Kasarda Mgmt For Withhold


1.9 Elect Director Leo H. Suggs Mgmt For For

1.10 Elect Director D. Michael Wray Mgmt For For



Mgmt For Against



Pinnacle West Capital Corporation




Ticker: PNW


Proposal Vote


1.1 Elect Director Donald E. Brandt Mgmt For For

1.2 Elect Director Denis A. Cortese Mgmt For For

1.3 Elect Director Richard P. Fox Mgmt For For

1.4 Elect Director Michael L. Gallagher Mgmt For For

1.5 Elect Director Dale E. Klein Mgmt For For


Pinnacle West Capital Corporation


1.6 Elect Director Humberto S. Lopez Mgmt For For

1.7 Elect Director Kathryn L. Munro Mgmt For Withhold


1.8 Elect Director Bruce J. Nordstrom Mgmt For Withhold


1.9 Elect Director Paula J. Sims Mgmt For For

1.10 Elect Director James E. Trevathan, Jr. Mgmt For For

1.11 Elect Director David P. Wagener Mgmt For For



Mgmt For For






Southwest Airlines Co.




Ticker: LUV


Proposal Vote


1a Elect Director David W. Biegler Mgmt For For

1b Elect Director J. Veronica Biggins Mgmt For For

1c Elect Director Douglas H. Brooks Mgmt For For

1d Elect Director William H. Cunningham 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.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.

1e Elect Director John G. Denison Mgmt For For

1f Elect Director Thomas W. Gilligan Mgmt For For


Southwest Airlines Co.



1g Elect Director Gary C. Kelly Mgmt For For

1h Elect Director Grace D. Lieblein Mgmt For For

1i Elect Director Nancy B. Loeffler Mgmt For For

1j Elect Director John T. Montford Mgmt For Against


1k Elect Director Ron Ricks Mgmt For For



Mgmt For For







SS&C Technologies Holdings, Inc.



Primary Security ID: 78467J100

Ticker: SSNC


Proposal Vote


1.1 Elect Director Smita Conjeevaram Mgmt For For

1.2 Elect Director Michael E. Daniels Mgmt For Withhold

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.Classified Board: A vote against is applied as LGIM supports a declassified board as directors should stand 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.WITHHOLD votes are warranted for compensation committee member Michael Daniels for the committee's inadequate response to low vote support for the 2018 say-on-pay proposal.

1.3 Elect Director William C. Stone Mgmt For For


SS&C Technologies Holdings, Inc.




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. Remuneration: Performance period. A vote against is applied as LGIM expects remuneration to be measured over 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. A vote AGAINST this proposal is warranted. The company did not disclose any shareholder engagement efforts after receiving low vote support for the 2018 say-on-pay proposal and specified that no changes had been made to its compensation program. Cash incentives continued to be largely discretionary and long-term incentive awards are entirely time-vesting. These structural issues continue to contribute to a misalignment between pay and performance.


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 equity program is estimated to be excessively dilutive (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 permits liberal recycling of shares; and- The plan allows broad discretion to accelerate vesting.


State Street Corporation




Ticker: STT



1a Elect Director Kennett F. Burnes Mgmt For Against


1b Elect Director Patrick de Saint-Aignan Mgmt For For

1c Elect Director Lynn A. Dugle Mgmt For For

1d Elect Director Amelia C. Fawcett Mgmt For For

1e Elect Director William C. Freda Mgmt For For

1f Elect Director Joseph L. Hooley Mgmt For For

1g Elect Director Sara Mathew Mgmt For For

1h Elect Director William L. Meaney Mgmt For For

1i Elect Director Ronald P. O'Hanley Mgmt For For

1j Elect Director Sean O'Sullivan Mgmt For For


State Street Corporation



1k Elect Director Richard P. Sergel Mgmt For Against


1l Elect Director Gregory L. Summe Mgmt For Against





The Charles Schwab Corporation




Ticker: SCHW


Proposal Vote


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

1b Elect Director Stephen A. Ellis Mgmt For Against


1c Elect Director Arun Sarin Mgmt For Against


1d Elect Director Charles R. Schwab Mgmt For For

1e Elect Director Paula A. Sneed Mgmt For For







The Charles Schwab Corporation


4 Adopt Policy to Annually Disclose EEO-1 Data SH Against For


The Hartford Financial Services Group, Inc.




Ticker: HIG


Proposal Vote


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

1b Elect Director Carlos Dominguez Mgmt For For

1c Elect Director Trevor Fetter Mgmt For For

1d Elect Director Stephen P. McGill - withdrawn Mgmt

1e Elect Director Kathryn A. Mikells Mgmt For For

1f Elect Director Michael G. Morris Mgmt For Against


1g Elect Director Julie G. Richardson Mgmt For For

1h Elect Director Teresa Wynn Roseborough Mgmt For For

1i Elect Director Virginia P. Ruesterholz Mgmt For For

1j Elect Director Christopher J. Swift Mgmt For For

1k Elect Director Greig Woodring Mgmt For For




Mgmt For Against

Blended Rationale: A vote AGAINST the proposal is warranted. Though the pay program structure was largely unchanged from the prior fiscal year, a pay-for-performance misalignment exists, and the program lacks sufficient mitigating factors. The short-term incentive program encompasses a significant discretionary element. While plan funding is determined primarily by an earnings metric, individual award determinations are largely based on discretionary assessments of performance. Additionally, the TSR metric in the long-term incentive program targets median performance.


Universal Health Services, Inc.




Ticker: UHS


Proposal Vote


1 Elect Director Robert H. Hotz 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.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 has been applied as LGIM expects companies to obtain annual shareholder approval of executive directorsâ?? pay and non-executive directorsâ?? fees. 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.A WITHHOLD vote is warranted for Compensation Committee member Robert Hotz, given that the CEO's total pay was outsized, and not sufficiently performance-based. Equity awards lack performance conditions, and the CEO's employment agreement provides him with guaranteed minimum long-term awards, which is considered a problematic pay practice. There are also concerns regarding an elevated amount of perquisites payments being made to the CEO.


3 Adopt Proxy Access Right SH Against For

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

Verisk Analytics, Inc.




Ticker: VRSK


Proposal Vote


1.1 Elect Director Scott G. Stephenson Mgmt For For

1.2 Elect Director Andrew G. Mills Mgmt For For

1.3 Elect Director Constantine P. Iordanou Mgmt For Against






Verisk Analytics, Inc.


Proponent

Mgmt Rec

Vote Instruction

3 Ratify Deloitte and Touche LLP as Auditors Mgmt For For

Xcel Energy Inc.




Ticker: XEL


Proposal Vote


1a Elect Director Lynn Casey Mgmt For For

1b Elect Director Richard K. Davis Mgmt For For

1c Elect Director Ben Fowke Mgmt For For

1d Elect Director Richard T. O'Brien Mgmt For For

1e Elect Director David K. Owens Mgmt For For

1f Elect Director Christopher J. Policinski Mgmt For For

1g Elect Director James T. Prokopanko Mgmt For For

1h Elect Director A. Patricia Sampson Mgmt For For

1i Elect Director James J. Sheppard Mgmt For For

1j Elect Director David A. Westerlund Mgmt For For

1k Elect Director Kim Williams Mgmt For For

1l Elect Director Timothy V. Wolf Mgmt For For

1m Elect Director Daniel Yohannes Mgmt For For



For For


XPO Logistics, Inc.




Ticker: XPO



XPO Logistics, Inc.

Proposal Vote


1.1 Elect Director Bradley S. Jacobs Mgmt For For

1.2 Elect Director Gena L. Ashe Mgmt For For

1.3 Elect Director Marlene M. Colucci Mgmt For For

1.4 Elect Director AnnaMaria DeSalva Mgmt For For

1.5 Elect Director Michael G. Jesselson Mgmt For For

1.6 Elect Director Adrian P. Kingshott Mgmt For Against


1.7 Elect Director Jason D. Papastavrou Mgmt For For

1.8 Elect Director Oren G. Shaffer Mgmt For For





Mgmt For Against

Blended Rationale: A vote AGAINST the proposal is warranted. Although concerns regarding the discretionary short-term program are mitigated for the year in review by the lack of payouts, long-term program concerns remain. After the company disclosed the FY16 award was meant to cover a four-year period, the board made an additional grant in 2018. While the goals for the grant appear rigorous, the proxy lacks a commitment that no additional awards will be made during the performance period. Given that the company granted the most recent award more than a year before the vesting period for the prior grant was over, investors may question the lack of a firm commitment not to make additional awards.



6 Report on Sexual Harassment SH Against For

Blended Rationale: A vote against is applied in light of several controversies facing the company, therefore shareholders would benefit from some steps taken by the company to ensure that it is adequately assessing and managing workplace safety risks.

Xylem Inc.




Ticker: XYL



Xylem Inc.

Proposal Vote


1a Elect Director Jeanne Beliveau-Dunn Mgmt For For

1b Elect Director Curtis J. Crawford Mgmt For For

1c Elect Director Patrick K. Decker Mgmt For For

1d Elect Director Robert F. Friel Mgmt For Against


1e Elect Director Jorge M. Gomez Mgmt For For

1f Elect Director Victoria D. Harker Mgmt For For

1g Elect Director Sten E. Jakobsson Mgmt For For

1h Elect Director Steven R. Loranger Mgmt For For

1i Elect Director Surya N. Mohapatra Mgmt For For

1j Elect Director Jerome A. Peribere Mgmt For Against


1k Elect Director Markos I. Tambakeras Mgmt For For




Mgmt For Against





Zoetis Inc.




Ticker: ZTS



1.1 Elect Director Juan Ramon Alaix Mgmt For For


Zoetis Inc.


1.2 Elect Director Paul M. Bisaro Mgmt For Against


1.3 Elect Director Frank A. D'Amelio Mgmt For For

1.4 Elect Director Michael B. McCallister Mgmt For Against






Alliant Energy Corp.




Ticker: LNT


Proposal Vote


1.1 Elect Director Roger K. Newport Mgmt For For

1.2 Elect Director Jillian C. Evanko Mgmt For For

1.3 Elect Director John O. Larsen Mgmt For For

1.4 Elect Director Thomas F. O'Toole Mgmt For For



Mgmt For For




Altria Group, Inc.



Primary Security ID: 02209S103

Ticker: MO

Primary ISIN: US02209S1033


Altria Group, Inc.

Proposal Vote


1.1 Elect Director John T. Casteen, III Mgmt For For

1.2 Elect Director Dinyar S. Devitre Mgmt For For

1.3 Elect Director Thomas F. Farrell, II Mgmt For For

1.4 Elect Director Debra J. Kelly-Ennis Mgmt For For

1.5 Elect Director W. Leo Kiely, III Mgmt For Against


1.6 Elect Director Kathryn B. McQuade Mgmt For For

1.7 Elect Director George Munoz Mgmt For Against


1.8 Elect Director Mark E. Newman Mgmt For For

1.9 Elect Director Nabil Y. Sakkab Mgmt For For

1.10 Elect Director Virginia E. Shanks Mgmt For For

1.11 Elect Director Howard A. Willard, III Mgmt For For






4 Reduce Nicotine Levels in Tobacco Products SH Against Against



AvalonBay Communities, Inc.




Ticker: AVB



AvalonBay Communities, Inc.

Proposal Vote


1a Elect Director Glyn F. Aeppel Mgmt For For

1b Elect Director Terry S. Brown Mgmt For For

1c Elect Director Alan B. Buckelew Mgmt For For

1d Elect Director Ronald L. Havner, Jr. Mgmt For Against


1e Elect Director Stephen P. Hills Mgmt For For

1f Elect Director Richard J. Lieb Mgmt For For

1g Elect Director Timothy J. Naughton Mgmt For Against


1h Elect Director H. Jay Sarles Mgmt For For

1i Elect Director Susan Swanezy Mgmt For For

1j Elect Director W. Edward Walter Mgmt For For




Mgmt For For

Cboe Global Markets, Inc.




Ticker: CBOE


Proposal Vote


1.1 Elect Director Edward T. Tilly Mgmt For For

1.2 Elect Director Eugene S. Sunshine Mgmt For Against


1.3 Elect Director Frank E. English, Jr. Mgmt For For

1.4 Elect Director William M. Farrow, III Mgmt For For


Cboe Global Markets, Inc.



1.5 Elect Director Edward J. Fitzpatrick Mgmt For For

1.6 Elect Director Janet P. Froetscher Mgmt For For

1.7 Elect Director Jill R. Goodman Mgmt For For

1.8 Elect Director Roderick A. Palmore Mgmt For Against


1.9 Elect Director James E. Parisi Mgmt For For

1.10 Elect Director Joseph P. Ratterman Mgmt For For

1.11 Elect Director Michael L. Richter Mgmt For For

1.12 Elect Director Jill E. Sommers Mgmt For For

1.13 Elect Director Carole E. Stone Mgmt For For



Mgmt For For



Cheniere Energy, Inc.




Ticker: LNG


Proposal Vote


1A Elect Director G. Andrea Botta Mgmt For For

1B Elect Director Jack A. Fusco Mgmt For For

1C Elect Director Vicky A. Bailey Mgmt For For

1D Elect Director Nuno Brandolini Mgmt For For

1E Elect Director David I. Foley Mgmt For For

1F Elect Director David B. Kilpatrick Mgmt For For

1G Elect Director Andrew Langham Mgmt For For


Cheniere Energy, Inc.



1H Elect Director Courtney R. Mather Mgmt For Against


1I Elect Director Donald F. Robillard, Jr. Mgmt For For

1J Elect Director Neal A. Shear 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.A vote AGAINST this proposal is warranted. As discussed in last year's report, the committee decided to grant sizable time-based milestone equity awards to NEOs shortly after the annual meeting in 2018. While the award value was determined by each NEO's contributions to a milestone project, the awards do not require the achievement of forward-looking performance criteria and shares vest over a relatively short period. The CEO's $9.6 million grant approaches his annual total pay, nearly doubling his compensation for the year. Lastly, while the company made improvements to regular pay programs for the year in review, improving disclosure and goal-setting in the STI program and increasing the CEO's performance equity for his annual cycle award, shareholders should continue to monitor pay levels, given planned 2019 increases to CEO base salary and target incentive awards.


Concho Resources, Inc.




Ticker: CXO


Proposal Vote


1.1 Elect Director Steven D. Gray Mgmt For For

1.2 Elect Director Susan J. Helms Mgmt For For

1.3 Elect Director Gary A. Merriman Mgmt For For

2 Ratify Grant Thornton LLP as Auditors Mgmt For For




Mgmt For For


Continental Resources, Inc.




Ticker: CLR


Proposal Vote


1.1 Elect Director Harold G. Hamm Mgmt For Withhold

Blended Rationale: WITHHOLD votes are warranted for Harold Hamm for serving as a non-independent member of a key board committee.

1.2 Elect Director John T. McNabb, II 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.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.

2 Ratify Grant Thornton LLP as Auditors 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.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 Assess Portfolio Impacts of Policies to Meet 2 SH Against For

Degree Scenario

Blended Rationale: Climate change: A vote in favour is applied as LGIM expects the company to be undertaking such analysis and reporting on its transition to a carbon constrained future.

Crown Castle International Corp.




Ticker: CCI


Proposal Vote


1a Elect Director P. Robert Bartolo Mgmt For For

1b Elect Director Jay A. Brown Mgmt For For

1c Elect Director Cindy Christy Mgmt For For


Crown Castle International Corp.


1d Elect Director Ari Q. Fitzgerald Mgmt For Against


1e Elect Director Robert E. Garrison, II Mgmt For For

1f Elect Director Andrea J. Goldsmith Mgmt For For

1g Elect Director Lee W. Hogan Mgmt For For

1h Elect Director Edward C. Hutcheson, Jr. Mgmt For For

1i Elect Director J. Landis Martin Mgmt For For

1j Elect Director Robert F. McKenzie Mgmt For For

1k Elect Director Anthony J. Melone Mgmt For For

1l Elect Director W. Benjamin Moreland Mgmt For For


Auditors

Mgmt For For



Mgmt For For

CVS Health Corporation




Ticker: CVS


Proposal Vote


1a Elect Director Fernando Aguirre Mgmt For For

1b Elect Director Mark T. Bertolini Mgmt For For

1c Elect Director Richard M. Bracken Mgmt For For

1d Elect Director C. David Brown, II Mgmt For For

1e Elect Director Alecia A. DeCoudreaux Mgmt For For

1f Elect Director Nancy-Ann M. DeParle Mgmt For For

1g Elect Director David W. Dorman Mgmt For For

1h Elect Director Roger N. Farah Mgmt For Against



CVS Health Corporation

Proposal


1i Elect Director Anne M. Finucane Mgmt For For

1j Elect Director Edward J. Ludwig Mgmt For For

1k Elect Director Larry J. Merlo Mgmt For For

1l Elect Director Jean-Pierre Millon Mgmt For For

1m Elect Director Mary L. Schapiro Mgmt For For

1n Elect Director Richard J. Swift Mgmt For For

1o Elect Director William C. Weldon Mgmt For For

1p Elect Director Tony L. White Mgmt For For




Mgmt For For

4 Prohibit Adjusting Compensation Metrics for

Legal or Compliance Costs

SH Against Against

Discover Financial Services




Ticker: DFS


Proposal Vote


1.1 Elect Director Jeffrey S. Aronin Mgmt For For

1.2 Elect Director Mary K. Bush Mgmt For Against


1.3 Elect Director Gregory C. Case Mgmt For For

1.4 Elect Director Candace H. Duncan Mgmt For For

1.5 Elect Director Joseph F. Eazor Mgmt For For

1.6 Elect Director Cynthia A. Glassman Mgmt For For

1.7 Elect Director Roger C. Hochschild Mgmt For For

1.8 Elect Director Thomas G. Maheras Mgmt For For

1.9 Elect Director Michael H. Moskow Mgmt For For

1.10 Elect Director Mark A. Thierer Mgmt For For


Discover Financial Services



1.11 Elect Director Lawrence A. Weinbach Mgmt For For





4 Eliminate Supermajority Vote Requirement to

Amend Bylaws

Mgmt For For

5 Provide Right to Call Special Meeting Mgmt For For



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 in place and LGIM considers a threshold of 25% or below acceptable.

Gentex Corporation




Ticker: GNTX


Proposal Vote


1.1 Elect Director Leslie Brown Mgmt For For

1.2 Elect Director Gary Goode Mgmt For Withhold


1.3 Elect Director James Hollars Mgmt For For

1.4 Elect Director John Mulder Mgmt For For

1.5 Elect Director Richard Schaum Mgmt For Withhold


1.6 Elect Director Frederick Sotok Mgmt For For

1.7 Elect Director Kathleen Starkoff Mgmt For For

1.8 Elect Director Brian Walker Mgmt For For

1.9 Elect Director James Wallace Mgmt For For



Gentex Corporation





Mgmt For Against



Hasbro, Inc.




Ticker: HAS


Proposal Vote


1.1 Elect Director Kenneth A. Bronfin Mgmt For For

1.2 Elect Director Michael R. Burns Mgmt For For

1.3 Elect Director Hope F. Cochran Mgmt For For

1.4 Elect Director Crispin H. Davis Mgmt For For

1.5 Elect Director John A. Frascotti Mgmt For For

1.6 Elect Director Lisa Gersh Mgmt For For

1.7 Elect Director Brian D. Goldner Mgmt For Against


1.8 Elect Director Alan G. Hassenfeld Mgmt For For

1.9 Elect Director Tracy A. Leinbach Mgmt For For

1.10 Elect Director Edward M. Philip Mgmt For Against


1.11 Elect Director Richard S. Stoddart Mgmt For For

1.12 Elect Director Mary Beth West Mgmt For For

1.13 Elect Director Linda K. Zecher Mgmt For For


Hasbro, Inc.





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.



Host Hotels & Resorts, Inc.




Ticker: HST


Proposal Vote


1.1 Elect Director Mary L. Baglivo Mgmt For For

1.2 Elect Director Sheila C. Bair Mgmt For For

1.3 Elect Director Ann McLaughlin Korologos Mgmt For For

1.4 Elect Director Richard E. Marriott Mgmt For For

1.5 Elect Director Sandeep L. Mathrani Mgmt For For

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

1.7 Elect Director Mary Hogan Preusse Mgmt For For

1.8 Elect Director Walter C. Rakowich Mgmt For For

1.9 Elect Director James F. Risoleo Mgmt For For

1.10 Elect Director Gordon H. Smith Mgmt For For

1.11 Elect Director A. William Stein Mgmt For For




Mgmt For For


Intel Corporation


Meeting Type: Annual Ticker: INTC


Proposal Vote


1a Elect Director Aneel Bhusri Mgmt For For

1b Elect Director Andy D. Bryant Mgmt For For

1c Elect Director Reed E. Hundt Mgmt For For

1d Elect Director Omar Ishrak Mgmt For For

1e Elect Director Risa Lavizzo-Mourey Mgmt For For

1f Elect Director Tsu-Jae King Liu Mgmt For For

1g Elect Director Gregory D. Smith Mgmt For For

1h Elect Director Robert 'Bob' H. Swan Mgmt For For

1i Elect Director Andrew Wilson Mgmt For For

1j Elect Director Frank D. Yeary Mgmt For For





Blended Rationale: While pay and performance are reasonably aligned for 2018, a vote AGAINST this proposal is warranted given concerns regarding the pay magnitude and structure of compensation arrangements approved for Robert Swan, who was appointed CEO at the start of 2019.





7 Request for an Annual Advisory Vote on SH Against For

Political Contributions



L Brands, Inc.


Meeting Type: Annual Ticker: LB


Proposal Vote


1.1 Elect Director Patricia S. Bellinger Mgmt For For

1.2 Elect Director Sarah E. Nash Mgmt For For

1.3 Elect Director Anne Sheehan Mgmt For For

1.4 Elect Director Leslie H. Wexner Mgmt For For




Mgmt For For

4 Eliminate Supermajority Vote Requirement SH For For

Las Vegas Sands Corp.




Ticker: LVS



1.1 Elect Director Sheldon G. Adelson Mgmt For Withhold

Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Sheldon Adelson, Irwin Chafetz, Patrick Dumont, Charles Forman and Robert Goldstein for failing to establish a board on which a majority of the directors are independent directors.

1.2 Elect Director Irwin Chafetz Mgmt For Withhold


1.3 Elect Director Micheline Chau Mgmt For Withhold

Blended Rationale: Remuneration: A vote against is applied as LGIM has had concerns with the remuneration policy for 3 years.WITHHOLD votes are warranted for compensation committee members Michelline Chau and Charles Koppelman for demonstrating insufficient responsiveness to the low support for the 2018 say-on-pay proposal.


Las Vegas Sands Corp.

Proposal Vote


1.4 Elect Director Patrick Dumont Mgmt For Withhold


1.5 Elect Director Charles D. Forman Mgmt For Withhold


1.6 Elect Director Robert G. Goldstein Mgmt For Withhold


1.7 Elect Director George Jamieson Mgmt For For

1.8 Elect Director Charles A. Koppelman Mgmt For Withhold

Blended Rationale: Remuneration: A vote against is applied as LGIM has had concerns with the remuneration policy for 3 years.WITHHOLD votes are warranted for compensation committee members Michelline Chau and Charles Koppelman for demonstrating insufficient responsiveness to the low support for the 2018 say-on-pay proposal.

1.9 Elect Director Lewis Kramer Mgmt For For

1.10 Elect Director David F. Levi Mgmt For Withhold





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.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 this proposal is warranted. given that the company (i) recently modified a NEO agreement without removing the entitlement to a problematic modified single-trigger cash severance and provided a significant increase in base salary, (ii) provided the CEO with excessive security, auto, and financial planning perquisites; and (iii) did not adequately respond to shareholder concerns following last year's low say-on-pay vote.


Lear Corporation


Meeting Type: Annual Ticker: LEA



Lear Corporation

Proposal Vote


1a Elect Director Thomas P. Capo Mgmt For For

1b Elect Director Mei-Wei Cheng Mgmt For For

1c Elect Director Jonathan F. Foster Mgmt For For

1d Elect Director Mary Lou Jepsen Mgmt For For

1e Elect Director Kathleen A. Ligocki Mgmt For For

1f Elect Director Conrad L. Mallett, Jr. Mgmt For For

1g Elect Director Raymond E. Scott Mgmt For For

1h Elect Director Gregory C. Smith Mgmt For For

1i Elect Director Henry D.G. Wallace Mgmt For For




Mgmt For For


Marsh & McLennan Companies, Inc.




Ticker: MMC


Proposal Vote


1a Elect Director Anthony K. Anderson Mgmt For For

1b Elect Director Oscar Fanjul Mgmt For For

1c Elect Director Daniel S. Glaser Mgmt For For

1d Elect Director H. Edward Hanway Mgmt For For

1e Elect Director Deborah C. Hopkins Mgmt For For

1f Elect Director Elaine La Roche Mgmt For For

1g Elect Director Steven A. Mills Mgmt For Against


1h Elect Director Bruce P. Nolop Mgmt For For


Marsh & McLennan Companies, Inc.


1i Elect Director Marc D. Oken Mgmt For For

1j Elect Director Morton O. Schapiro Mgmt For Against


1k Elect Director Lloyd M. Yates Mgmt For For

1l Elect Director R. David Yost Mgmt For For






Mattel, Inc.




Ticker: MAT


Proposal Vote


1a Elect Director R. Todd Bradley Mgmt For For

1b Elect Director Adriana Cisneros Mgmt For For

1c Elect Director Michael J. Dolan Mgmt For Against


1d Elect Director Ynon Kreiz Mgmt For For

1e Elect Director Soren T. Laursen Mgmt For For

1f Elect Director Ann Lewnes Mgmt For For

1g Elect Director Roger Lynch Mgmt For For

1h Elect Director Dominic Ng Mgmt For For

1i Elect Director Judy D. Olian Mgmt For For

1j Elect Director Vasant M. Prabhu Mgmt For For


Mattel, Inc.




Auditors



4


Amend Omnibus Stock Plan

Mgmt

For

For



People's United Financial, Inc.




Ticker: PBCT


Proposal Vote


1a Elect Director John P. Barnes Mgmt For For

1b Elect Director Collin P. Baron Mgmt For For

1c Elect Director Kevin T. Bottomley Mgmt For For

1d Elect Director George P. Carter Mgmt For Against


1e Elect Director Jane Chwick Mgmt For For

1f Elect Director William F. Cruger, Jr. Mgmt For For

1g Elect Director John K. Dwight Mgmt For For

1h Elect Director Jerry Franklin Mgmt For For

1i Elect Director Janet M. Hansen Mgmt For For

1j Elect Director Nancy McAllister Mgmt For Against


1k Elect Director Mark W. Richards Mgmt For For

1l Elect Director Kirk W. Walters Mgmt For For


People's United Financial, Inc.




Mgmt For Against


3 Amend Non-Employee Director Restricted Mgmt For For Stock Plan



Pioneer Natural Resources Company




Ticker: PXD


Proposal Vote


1.1 Elect Director Edison C. Buchanan Mgmt For For

1.2 Elect Director Andrew F. Cates Mgmt For For

1.3 Elect Director Phillip A. Gobe Mgmt For For

1.4 Elect Director Larry R. Grillot Mgmt For For

1.5 Elect Director Stacy P. Methvin Mgmt For For

1.6 Elect Director Royce W. Mitchell Mgmt For For

1.7 Elect Director Frank A. Risch Mgmt For For

1.8 Elect Director Scott D. Sheffield Mgmt For For

1.9 Elect Director Mona K. Sutphen Mgmt For For

1.10 Elect Director J. Kenneth Thompson Mgmt For Against


1.11 Elect Director Phoebe A. Wood Mgmt For For

1.12 Elect Director Michael D. Wortley Mgmt For For



Pioneer Natural Resources Company




Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted due to concerns around the company paying severance to its former CEO upon his voluntary retirement. The board's rationale for treating the departure as a termination without cause (e.g. in recognition of his long service to the company) is not a compelling reason for shareholders to incur such costs. Providing cash severance upon a voluntary termination is problematic and not a common market practice; severance is intended as a protection against involuntary job loss.

SBA Communications Corporation




Ticker: SBAC


Proposal Vote


1a Elect Director Kevin L. Beebe Mgmt For Against


1b Elect Director Jack Langer Mgmt For Against

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.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.

1c Elect Director Jeffrey A. Stoops Mgmt For For




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.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. A vote AGAINST the proposal is warranted. The entirety of the long-term incentives, which make up the bulk of CEO total pay, lacks any performance criteria, which is not in line with prevailing practices among S&P 500 companies. Further, compensation may potentially be targeted above the peer median without compelling rationale. Overall, only a fraction of total compensation is conditioned on the achievement of pre-set performance criteria.


Sealed Air Corporation



Primary Security ID: 81211K100

Ticker: SEE

Primary ISIN: US81211K1007

Proposal Vote


1a Elect Director Michael Chu Mgmt For For

1b Elect Director Francoise Colpron Mgmt For For

1c Elect Director Edward L. Doheny, II Mgmt For For

1d Elect Director Patrick Duff Mgmt For For

1e Elect Director Henry R. Keizer Mgmt For Against


1f Elect Director Jacqueline B. Kosecoff Mgmt For For

1g Elect Director Harry A. Lawton, III Mgmt For For

1h Elect Director Neil Lustig Mgmt For For

1i Elect Director Jerry R. Whitaker Mgmt For For




Mgmt For For

Steel Dynamics, Inc.




Ticker: STLD


Proposal Vote


1.1 Elect Director Mark D. Millett Mgmt For For

1.2 Elect Director Sheree L. Bargabos Mgmt For For

1.3 Elect Director Keith E. Busse Mgmt For For

1.4 Elect Director Frank D. Byrne Mgmt For For

1.5 Elect Director Kenneth W. Cornew Mgmt For For


Steel Dynamics, Inc.


1.6 Elect Director Traci M. Dolan Mgmt For For

1.7 Elect Director James C. Marcuccilli Mgmt For

For

1.8 Elect Director Bradley S. Seaman Mgmt For

For

1.9 Elect Director Gabriel L. Shaheen Mgmt For

For

1.10 Elect Director Steven A. Sonnenberg Mgmt For

For

1.11 Elect Director Richard P. Teets, Jr. Mgmt For

For

2 Ratify Ernst & Young LLP as Auditor Mgmt For

For



For

For


UDR, Inc.




Ticker: UDR


Proposal Vote


1a Elect Director Katherine A. Cattanach Mgmt For For

1b Elect Director Jon A. Grove Mgmt For For

1c Elect Director Mary Ann King Mgmt For For

1d Elect Director James D. Klingbeil Mgmt For Against


1e Elect Director Clint D. McDonnough Mgmt For For

1f Elect Director Robert A. McNamara Mgmt For For

1g Elect Director Mark R. Patterson Mgmt For For

1h Elect Director Thomas W. Toomey Mgmt For For






Union Pacific Corporation




Ticker: UNP


Proposal Vote


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

1b Elect Director Erroll B. Davis, Jr. Mgmt For Against


1c Elect Director William J. DeLaney Mgmt For For

1d Elect Director David B. Dillon Mgmt For For

1e Elect Director Lance M. Fritz Mgmt For For

1f Elect Director Deborah C. Hopkins Mgmt For For

1g Elect Director Jane H. Lute Mgmt For For

1h Elect Director Michael R. McCarthy Mgmt For Against


1i Elect Director Thomas F. McLarty, III Mgmt For For

1j Elect Director Bhavesh V. Patel Mgmt For For

1k Elect Director Jose H. Villarreal Mgmt For For








Vornado Realty Trust




Ticker: VNO



Vornado Realty Trust

Proposal Vote


1.1 Elect Director Steven Roth Mgmt For Withhold


1.2 Elect Director Candace K. Beinecke 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.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.

1.3 Elect Director Michael D. Fascitelli Mgmt For For

1.4 Elect Director William W. Helman, IV Mgmt For For

1.5 Elect Director David M. Mandelbaum Mgmt For For

1.6 Elect Director Mandakini Puri Mgmt For For

1.7 Elect Director Daniel R. Tisch Mgmt For For

1.8 Elect Director Richard R. West Mgmt For Withhold


1.9 Elect Director Russell B. Wight, Jr. Mgmt For For





Blended Rationale: A vote AGAINST this proposal is warranted. The annual incentive program lacks transparency, with the compensation committee considering certain performance metrics, but providing no disclosure of how individual awards are determined. Further, the company made changes to the structure of long-term incentives for 2018, lowering the proportion of performance-contingent equity and reducing the performance goals from a three-year performance period, requiring achievement of the goal within a defined 30-day window at the end of the measurement period, to achievement of a stock price hurdle over a relatively short period, at any point during the measurement period. This change may reward for swings in the stock price without requiring sustained performance over a multi-year period.


Worldpay Inc.




Ticker: WP



Worldpay Inc.

Proposal Vote


1.1 Elect Director Lee Adrean Mgmt For For

1.2 Elect Director Mark Heimbouch Mgmt For For

1.3 Elect Director Gary Lauer Mgmt For For



Mgmt For For



Wyndham Destinations, Inc.




Ticker: WYND


Proposal Vote


1.1 Elect Director Louise F. Brady Mgmt For For

1.2 Elect Director Michael D. Brown Mgmt For For

1.3 Elect Director James E. Buckman Mgmt For Withhold


1.4 Elect Director George Herrera Mgmt For For

1.5 Elect Director Stephen P. Holmes Mgmt For For

1.6 Elect Director Denny Marie Post Mgmt For For

1.7 Elect Director Ronald L. Rickles Mgmt For For

1.8 Elect Director Michael H. Wargotz Mgmt For For



Mgmt For Against




Wyndham Destinations, Inc.



4 Approve Qualified Employee Stock Purchase Mgmt For For

Plan



Yum! Brands, Inc.


Meeting Type: Annual Ticker: YUM


Proposal Vote


1a Elect Director Paget L. Alves Mgmt For For

1b Elect Director Michael J. Cavanagh Mgmt For For

1c Elect Director Christopher M. Connor Mgmt For For

1d Elect Director Brian C. Cornell Mgmt For Against


1e Elect Director Greg Creed Mgmt For For

1f Elect Director Tanya L. Domier Mgmt For For

1g Elect Director Mirian M. Graddick-Weir Mgmt For For

1h Elect Director Thomas C. Nelson Mgmt For For

1i Elect Director P. Justin Skala Mgmt For For

1j Elect Director Elane B. Stock Mgmt For For

1k Elect Director Robert D. Walter Mgmt For For




Mgmt For Against


4 Report on Use of Renewable Energy SH

*Withdrawn Resolution*


Yum! Brands, Inc.

Proposal


5 Report on Supply Chain Impact on SH Against For

Deforestation

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

6 Report on Sustainable Packaging SH Against For

Blended Rationale: A vote FOR this proposal is warranted as shareholders would benefit from additional information regarding the company's recyclable packaging commitments and management of related risks.

ANSYS, Inc.




Ticker: ANSS



1a Elect Director Ronald W. Hovsepian Mgmt For Against


1b Elect Director Barbara V. Scherer Mgmt For For





CBRE Group, Inc.




Ticker: CBRE



1a Elect Director Brandon B. Boze Mgmt For For


CBRE Group, Inc.



1b Elect Director Beth F. Cobert Mgmt For Against


1c Elect Director Curtis F. Feeny Mgmt For For

1d Elect Director Reginald H. Gilyard Mgmt For For

1e Elect Director Shira D. Goodman Mgmt For For

1f Elect Director Christopher T. Jenny Mgmt For For

1g Elect Director Gerardo I. Lopez Mgmt For For

1h Elect Director Robert E. Sulentic Mgmt For For

1i Elect Director Laura D. Tyson Mgmt For For

1j Elect Director Ray Wirta Mgmt For For

1k Elect Director Sanjiv Yajnik Mgmt For For




Mgmt For Against





6 Report on Impact of Mandatory Arbitration SH Against For

Policies

Blended Rationale: A vote in favour is applied as additional information on the company's policies regarding mandatory arbitration for sexual harassment cases could provide more information on the practice and result in improved recruitment and retention.

Intercontinental Exchange, Inc.




Ticker: ICE



1a Elect Director Sharon Y. Bowen Mgmt For For


Intercontinental Exchange, Inc.


1b Elect Director Charles R. Crisp Mgmt For For

1c Elect Director Duriya M. Farooqui Mgmt For For

1d Elect Director Jean-Marc Forneri Mgmt For For

1e Elect Director The Right Hon. The Lord Hague

of Richmond

Mgmt For For

1f Elect Director Frederick W. Hatfield Mgmt For For

1g Elect Director Thomas E. Noonan Mgmt For For

1h Elect Director Frederic V. Salerno Mgmt For Against


1i Elect Director Jeffrey C. Sprecher Mgmt For For

1j Elect Director Judith A. Sprieser Mgmt For Against


1k Elect Director Vincent Tese Mgmt For Against




Kansas City Southern




Ticker: KSU


Proposal Vote


1.1 Elect Director Lydia I. Beebe Mgmt For For

1.2 Elect Director Lu M. Cordova Mgmt For For

1.3 Elect Director Robert J. Druten Mgmt For Against


1.4 Elect Director Antonio O. Garza, Jr. Mgmt For For

1.5 Elect Director David Garza-Santos Mgmt For For


Kansas City Southern



1.6 Elect Director Mitchell J. Krebs Mgmt For For

1.7 Elect Director Henry J. Maier Mgmt For For

1.8 Elect Director Thomas A. McDonnell Mgmt For Against


1.9 Elect Director Patrick J. Ottensmeyer Mgmt For For





4 Reduce Ownership Threshold for Mgmt


For For

Macy's, Inc.




Ticker: M


Proposal Vote


1a Elect Director David P. Abney Mgmt For For

1b Elect Director Francis S. Blake Mgmt For For

1c Elect Director John A. Bryant Mgmt For For

1d Elect Director Deirdre P. Connelly Mgmt For For

1e Elect Director Jeff Gennette Mgmt For For

1f Elect Director Leslie D. Hale Mgmt For For

1g Elect Director William H. Lenehan Mgmt For For

1h Elect Director Sara Levinson Mgmt For For

1i Elect Director Joyce M. Roche Mgmt For For

1j Elect Director Paul C. Varga Mgmt For For


Macy's, Inc.



1k Elect Director Marna C. Whittington Mgmt For Against







5 Report on Human Rights Due Diligence SH Against For

Process


Republic Services, Inc.




Ticker: RSG


Proposal Vote


1a Elect Director Manuel Kadre Mgmt For For

1b Elect Director Tomago Collins Mgmt For For

1c Elect Director Thomas W. Handley Mgmt For For

1d Elect Director Jennifer M. Kirk Mgmt For For

1e Elect Director Michael Larson Mgmt For Against


1f Elect Director Kim S. Pegula Mgmt For For

1g Elect Director Ramon A. Rodriguez Mgmt For For

1h Elect Director Donald W. Slager Mgmt For For

1i Elect Director James P. Snee Mgmt For For

1j Elect Director John M. Trani Mgmt For For


Republic Services, Inc.



1k Elect Director Sandra M. Volpe Mgmt For For

1l Elect Director Katharine B. Weymouth Mgmt For For



Mgmt For For




The Western Union Company




Ticker: WU


Proposal Vote


1a Elect Director Martin I. Cole Mgmt For For

1b Elect Director Hikmet Ersek Mgmt For For

1c Elect Director Richard A. Goodman Mgmt For For

1d Elect Director Betsy D. Holden Mgmt For For

1e Elect Director Jeffrey A. Joerres Mgmt For For

1f Elect Director Roberto G. Mendoza Mgmt For For

1g Elect Director Michael A. Miles, Jr. Mgmt For For

1h Elect Director Angela A. Sun Mgmt For For

1i Elect Director Frances Fragos Townsend Mgmt For For

1j Elect Director Solomon D. Trujillo Mgmt For For



Mgmt For For





Waste Connections, Inc.




Ticker: WCN

Primary ISIN: CA94106B1013

Proposal Vote


1.1 Elect Director Ronald J. Mittelstaedt Mgmt For For

1.2 Elect Director Robert H. Davis *Withdrawn

Resolution*

Mgmt

1.3 Elect Director Edward E. "Ned" Guillet Mgmt For Withhold

Blended Rationale: 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.

1.4 Elect Director Michael W. Harlan Mgmt For Withhold


1.5 Elect Director Larry S. Hughes Mgmt For For

1.6 Elect Director Susan "Sue" Lee Mgmt For For

1.7 Elect Director William J. Razzouk Mgmt For Withhold




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.A vote AGAINST this proposal is warranted given that the company entered into or amended NEO agreements in the past year without removing their entitlement to an excessive cash severance.

3 Approve Grant Thornton LLP as Auditors and


Mgmt For For

4 Authorize the Board to Fix the Number of

Directors

Mgmt For For

5 Adopt a Policy on Board Diversity SH Against For

Blended Rationale: A vote in favour is applied as shareholders would benefit from additional information about how the company is ensuring that female and minority candidates are included among prospective board nominees and management candidates.

Westinghouse Air Brake Technologies Corporation




Ticker: WAB



Westinghouse Air Brake Technologies Corporation


1.1 Elect Director William E. Kassling Mgmt For Withhold


1.2 Elect Director Albert J. Neupaver Mgmt For For



Mgmt For For


Westlake Chemical Corporation




Ticker: WLK


Proposal Vote


1.1 Elect Director Albert Chao 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.WITHHOLD votes are warranted for Albert Chao and David Chao for serving as non-independent members of certain key board committees.

1.2 Elect Director David T. Chao 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.WITHHOLD votes are warranted for Albert Chao and David Chao for serving as non-independent members of certain key board committees.

1.3 Elect Director Michael J. Graff Mgmt For Withhold




Weyerhaeuser Company




Ticker: WY



Weyerhaeuser Company

Proposal Vote


1.1 Elect Director Mark A. Emmert Mgmt For For

1.2 Elect Director Rick R. Holley Mgmt For For

1.3 Elect Director Sara Grootwassink Lewis Mgmt For For

1.4 Elect Director Nicole W. Piasecki Mgmt For Against


1.5 Elect Director Marc F. Racicot Mgmt For For

1.6 Elect Director Lawrence A. Selzer Mgmt For For

1.7 Elect Director D. Michael Steuert Mgmt For For

1.8 Elect Director Devin W. Stockfish Mgmt For For

1.9 Elect Director Kim Williams Mgmt For For

1.10 Elect Director Charles R. Williamson Mgmt For For



Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted, given pay-for-performance concerns raised with respect to both annual and long-term incentive programs. The lowering of financial target goals under the annual incentive program is not well explained, and the program paid out above target. Further, the proxy does not disclose metrics or targets for the "controllable business metrics" portion of the program. Long-term equity incentives target merely median performance, and the proxy does not disclose a cap on vesting when shareholders experience losses. The CEO's long-term incentive target opportunity increased without sufficient rationale. Finally, the company made two one-time awards to NEOs that lacked performance vesting criteria.


Consolidated Edison, Inc.




Ticker: ED



1.1 Elect Director George Campbell, Jr. Mgmt For Against


1.2 Elect Director Ellen V. Futter Mgmt For For


Consolidated Edison, Inc.



1.3 Elect Director John F. Killian Mgmt For For

1.4 Elect Director John McAvoy Mgmt For For

1.5 Elect Director William J. Mulrow Mgmt For For

1.6 Elect Director Armando J. Olivera Mgmt For For

1.7 Elect Director Michael W. Ranger Mgmt For For

1.8 Elect Director Linda S. Sanford Mgmt For For

1.9 Elect Director Deirdre Stanley Mgmt For For

1.10 Elect Director L. Frederick Sutherland Mgmt For For


Auditors

Mgmt For Against




Omnicom Group Inc.




Ticker: OMC


Proposal Vote


1.1 Elect Director John D. Wren Mgmt For For

1.2 Elect Director Alan R. Batkin Mgmt For For

1.3 Elect Director Mary C. Choksi Mgmt For For

1.4 Elect Director Robert Charles Clark Mgmt For Against


1.5 Elect Director Leonard S. Coleman, Jr. Mgmt For Against


1.6 Elect Director Susan S. Denison Mgmt For Against



Omnicom Group Inc.

Proposal


1.7 Elect Director Ronnie S. Hawkins Mgmt For For

1.8 Elect Director Deborah J. Kissire Mgmt For For

1.9 Elect Director Gracia C. Martore Mgmt For For

1.10 Elect Director Linda Johnson Rice Mgmt For For

1.11 Elect Director Valerie M. Williams Mgmt For For



Mgmt For For




Twitter, Inc.




Ticker: TWTR



1a Elect Director Jack Dorsey Mgmt For Against


1b Elect Director Patrick Pichette Mgmt For For

1c Elect Director Robert Zoellick Mgmt For For





4 Adopt Simple Majority Vote SH Against For

Blended Rationale: A vote FOR this proposal is warranted given that elimination of the supermajority vote requirement would give shareholders a more meaningful voice in corporate matters that impact their rights.


Twitter, Inc.


5 Report on Content Enforcement Policies SH Against For

Blended Rationale: A vote in favour is applied as a report on assessing the effectiveness of enforcement of content policies could help provide shareholders with valuable information on how well the company is assessing and mitigating content-related controversies.

6 Disclose Board Diversity and Qualifications SH Against Against

Vistra Energy Corp.




Ticker: VST


Proposal Vote


1.1 Elect Director Paul M. Barbas 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.WITHHOLD votes are warranted for Governance Committee members Paul Barbas, Cyrus Madon, and Geoffrey Strong given the board's failure to remove, or subject to a sunset requirement, the classified board structure which adversely impacts shareholder rights.

1.2 Elect Director Cyrus Madon Mgmt For Withhold


1.3 Elect Director Geoffrey D. Strong Mgmt For Withhold


1.4 Elect Director Bruce E. Zimmerman Mgmt For For



Mgmt For For




American International Group, Inc.




Ticker: AIG


Proposal Vote


1a Elect Director W. Don Cornwell Mgmt For For

1b Elect Director Brian Duperreault Mgmt For For

1c Elect Director John H. Fitzpatrick Mgmt For For

1d Elect Director William G. Jurgensen Mgmt For For

1e Elect Director Christopher S. Lynch Mgmt For For

1f Elect Director Henry S. Miller Mgmt For For

1g Elect Director Linda A. Mills Mgmt For For

1h Elect Director Thomas F. Motamed Mgmt For For

1i Elect Director Suzanne Nora Johnson Mgmt For For

1j Elect Director Peter R. Porrino Mgmt For For

1k Elect Director Amy L. Schioldager Mgmt For For

1l Elect Director Douglas M. Steenland Mgmt For Against

Blended Rationale: Climate: A vote against was triggered due to insufficient progress on key asks related to LGIM's Climate ImpactPledge engagementBoard 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.

1m Elect Director Therese M. Vaughan Mgmt For For



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.A vote AGAINST the proposal is warranted. Although the company disclosed outreach efforts with shareholders, the company only received vague feedback from those engagements. It is incumbent on the board to discern specific concerns during engagements, the lack of which can impede investors' ability to assess whether actions taken by the company are sufficiently responsive to shareholders' concerns. Further, there is an unmitigated pay-for-performance misalignment for the year in review. The CEO's annual incentive predominantly pays out based on an aggregated performance metric for which disclosure is not sufficient to fully understand the linkage between payouts and the performance for the aggregated metrics. For the second consecutive year, the proportion of performance-conditioned equity in the LTI grant was lowered. Additionally, the long-term performance metrics lack forward-looking goal disclosure, and the overall equity grant value was increased 50 percent for certain NEOs, including the CEO, based on an individual modifier, for which the rationale is not considered sufficient.



Auditors

Mgmt For Against



American International Group, Inc.





American Tower Corporation




Ticker: AMT


Proposal Vote


1a Elect Director Raymond P. Dolan Mgmt For For

1b Elect Director Robert D. Hormats Mgmt For For

1c Elect Director Gustavo Lara Cantu Mgmt For For

1d Elect Director Grace D. Lieblein Mgmt For For

1e Elect Director Craig Macnab Mgmt For For

1f Elect Director JoAnn A. Reed Mgmt For For

1g Elect Director Pamela D.A. Reeve Mgmt For Against


1h Elect Director David E. Sharbutt Mgmt For For

1i Elect Director James D. Taiclet Mgmt For For

1j Elect Director Samme L. Thompson Mgmt For For




Mgmt For For






Amgen, Inc.




Ticker: AMGN


Proposal Vote


1.1 Elect Director Wanda M. Austin Mgmt For For

1.2 Elect Director Robert A. Bradway Mgmt For For

1.3 Elect Director Brian J. Druker Mgmt For For

1.4 Elect Director Robert A. Eckert Mgmt For Against


1.5 Elect Director Greg C. Garland Mgmt For For

1.6 Elect Director Fred Hassan Mgmt For For

1.7 Elect Director Rebecca M. Henderson Mgmt For For

1.8 Elect Director Charles M. Holley, Jr. Mgmt For For

1.9 Elect Director Tyler Jacks Mgmt For For

1.10 Elect Director Ellen J. Kullman Mgmt For For

1.11 Elect Director Ronald D. Sugar Mgmt For For

1.12 Elect Director R. Sanders Williams Mgmt For For



Mgmt For Against




Boston Properties, Inc.




Ticker: BXP



Boston Properties, Inc.

Proposal Vote


1.1 Elect Director Kelly A. Ayotte Mgmt For For

1.2 Elect Director Bruce W. Duncan Mgmt For Against


1.3 Elect Director Karen E. Dykstra Mgmt For For

1.4 Elect Director Carol B. Einiger Mgmt For Against


1.5 Elect Director Diane J. Hoskins Mgmt For For

1.6 Elect Director Joel I. Klein Mgmt For For

1.7 Elect Director Douglas T. Linde Mgmt For For

1.8 Elect Director Matthew J. Lustig Mgmt For For

1.9 Elect Director Owen D. Thomas Mgmt For For

1.10 Elect Director David A. Twardock Mgmt For Against


1.11 Elect Director William H. Walton, III 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. A vote AGAINST the proposal is warranted. The compensation committee continued the trend of lowering the portion of long-term equity that was performance-conditioned. Additionally, the annual cash bonus program remained highly discretionary, lacking sufficient transparency while utilizing a very large number of metrics.

3 Approve Remuneration of Non-Employee Mgmt

Directors

For For


Auditors

For For

CDW Corporation




Ticker: CDW



CDW Corporation

Proposal Vote


1a Elect Director Lynda M. Clarizio Mgmt For For

1b Elect Director Christine A. Leahy Mgmt For For

1c Elect Director Thomas E. Richards Mgmt For For

1d Elect Director Joseph R. Swedish Mgmt For For



Mgmt For Against



Chipotle Mexican Grill, Inc.




Ticker: CMG



1.1 Elect Director Albert S. Baldocchi Mgmt For Against


1.2 Elect Director Paul T. Cappuccio Mgmt For For

1.3 Elect Director Steve Ells Mgmt For For

1.4 Elect Director Patricia Fili-Krushe Mgmt For For

1.5 Elect Director Neil W. Flanzraich Mgmt For For

1.6 Elect Director Robin Hickenlooper Mgmt For For

1.7 Elect Director Scott Maw Mgmt For For

1.8 Elect Director Ali Namvar Mgmt For For

1.9 Elect Director Brian Niccol Mgmt For For

1.10 Elect Director Matthew H. Paull Mgmt For For


Chipotle Mexican Grill, Inc.





Blended Rationale: A vote AGAINST this proposal is warranted. While incentive programs are sufficiently performance-based, the company awarded significant time-vesting retention awards to two NEOs, both of which exceed the value of the executives' respective regular-cycle long-term incentive awards. CTO Curt Garner received time-vesting SARs and RSUs valued at $3.8 million in aggregate, and chief restaurant officer Scott Boatwright received retention awards valued at $3 million in aggregate. Both grants were made in additional to retention cash awards, which were fully earned during 2018.


FirstEnergy Corp.




Ticker: FE


Proposal Vote


1.1 Elect Director Michael J. Anderson Mgmt For For

1.2 Elect Director Steven J. Demetriou Mgmt For For

1.3 Elect Director Julia L. Johnson Mgmt For For

1.4 Elect Director Charles E. Jones Mgmt For For

1.5 Elect Director Donald T. Misheff Mgmt For For

1.6 Elect Director Thomas N. Mitchell Mgmt For For

1.7 Elect Director James F. O'Neil, III Mgmt For For

1.8 Elect Director Christopher D. Pappas Mgmt For For

1.9 Elect Director Sandra Pianalto Mgmt For For

1.10 Elect Director Luis A. Reyes Mgmt For For

1.11 Elect Director Leslie M. Turner Mgmt For For




Mgmt For For




Mgmt For For

6 Provide Proxy Access Right Mgmt For For


FirstEnergy Corp.



7 Adopt Simple Majority Vote SH Against For

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

JPMorgan Chase & Co.




Ticker: JPM


Proposal Vote


1a Elect Director Linda B. Bammann Mgmt For For

1b Elect Director James A. Bell Mgmt For For

1c Elect Director Stephen B. Burke Mgmt For For

1d Elect Director Todd A. Combs Mgmt For For

1e Elect Director James S. Crown Mgmt For For

1f Elect Director James Dimon Mgmt For Against

Blended Rationale: A vote against was triggered due to insufficient progress on key asks related to LGIM's Climate Impact Pledge engagement.

1g Elect Director Timothy P. Flynn Mgmt For For

1h Elect Director Mellody Hobson Mgmt For For

1i Elect Director Laban P. Jackson, Jr. Mgmt For For

1j Elect Director Michael A. Neal Mgmt For For

1k Elect Director Lee R. Raymond Mgmt For Against

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.


JPMorgan Chase & Co.

Proposal




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: 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.There are concerns raised by the executive pay program's reliance on compensation committee discretion to determine NEO total pay, even when that discretion is guided by performance assessments. Investors increasingly prefer an incentive program structure that constrains discretion in favor of emphasis on objective and transparent determinations that are more compatible with pay-for-performance. In this case, the CEO's performance pay has increased four consecutive years and for 2018 totaled $31 million. While the business results metrics considered were consistent with the prior year, and performance in those metrics increased, other factors assessed were described only vaguely and appear subjective. The CEO's PSU award of $24.5 million alone was larger than the median of total pay of CEO peers. While the company's improved financial performance and long-term share price outperformance may provide context to increasing award opportunities, this does not carry the same pay-for-performance linkage as does outperformance against pre-set and transparently disclosed performance requirements. Moreover, there are concerns around the vesting design for such a large award, including that the relative measure targets merely median performance, and awards are earned based on three periods measured annually, rather than a true long-term measurement period. As the CEO's regularly increasing incentive pay is driven by discretionary pay determinations, and further given vesting design concerns around PSUs that comprise the bulk of his pay, the pay-for-performance misalignment identified for the year in review is not sufficiently mitigated. Accordingly, a vote AGAINST this proposal is warranted.







6 Provide for Cumulative Voting SH Against Against

Mid-America Apartment Communities, Inc.




Ticker: MAA


Proposal Vote


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

1b Elect Director Russell R. French Mgmt For For

1c Elect Director Alan B. Graf, Jr. Mgmt For Against



Mid-America Apartment Communities, Inc.


1d Elect Director Toni Jennings Mgmt For For

1e Elect Director James K. Lowder Mgmt For For

1f Elect Director Thomas H. Lowder Mgmt For For

1g Elect Director Monica McGurk Mgmt For For

1h Elect Director Claude B. Nielsen Mgmt For For

1i Elect Director Philip W. Norwood Mgmt For For

1j Elect Director W. Reid Sanders Mgmt For For

1k Elect Director Gary Shorb Mgmt For For

1l Elect Director David P. Stockert Mgmt For For



Mgmt For For


Principal Financial Group, Inc.




Ticker: PFG



1a Elect Director Michael T. Dan Mgmt For Against


1b Elect Director C. Daniel Gelatt Mgmt For For

1c Elect Director Sandra L. Helton Mgmt For Against


1d Elect Director Blair C. Pickerell Mgmt For Against






The Allstate Corporation




Ticker: ALL


Proposal Vote


1a Elect Director Kermit R. Crawford Mgmt For For

1b Elect Director Michael L. Eskew Mgmt For For

1c Elect Director Margaret M. Keane Mgmt For For

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

1e Elect Director Jacques P. Perold Mgmt For For

1f Elect Director Andrea Redmond Mgmt For For

1g Elect Director Gregg M. Sherrill Mgmt For For

1h Elect Director Judith A. Sprieser Mgmt For Against


1i Elect Director Perry M. Traquina Mgmt For For

1j Elect Director Thomas J. Wilson Mgmt For For



Mgmt For For





The Gap, Inc.




Ticker: GPS



1a Elect Director Amy Bohutinsky Mgmt For For


The Gap, Inc.


Proponent

Mgmt Rec Vote

Instruction

1b Elect Director John J. Fisher Mgmt For For

1c Elect Director Robert J. Fisher Mgmt For Against

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.Vote AGAINST Robert Fisher for serving as a non-independent member of a key board committee.

1d Elect Director William S. Fisher Mgmt For For

1e Elect Director Tracy Gardner Mgmt For For

1f Elect Director Isabella D. Goren Mgmt For For

1g Elect Director Bob L. Martin Mgmt For Against


1h Elect Director Jorge P. Montoya Mgmt For For

1i Elect Director Chris O'Neill Mgmt For For

1j Elect Director Arthur Peck Mgmt For For

1k Elect Director Lexi Reese Mgmt For For

1l Elect Director Mayo A. Shattuck, III 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.A vote AGAINST this proposal is warranted. While the CEO voluntarily forfeited his earned annual incentive, the committee authorized a sizable time-based RSU retention grant, which substantially offset the foregone annual incentive opportunity. The retention grant of $10 million will vest exclusively upon the passage of time, which does not establish a link between equity vesting and long-term growth. Moreover, notwithstanding the one-time grant, performance equity is predicated on annually set earnings growth goals, identical to those set under the short-term plan, which may result in duplicative payouts for the same achievement levels. All of these factors have led to a pay and performance disconnect for the year in review.


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):- Plan cost is excessive- Three-year average burn rate is excessive- The plan allows broad discretion to accelerate vesting


The Hershey Company




Ticker: HSY


Proposal Vote


1.1 Elect Director Pamela M. Arway Mgmt For For

1.2 Elect Director James W. Brown Mgmt For For

1.3 Elect Director Michele G. Buck Mgmt For For

1.4 Elect Director Charles A. Davis Mgmt For For

1.5 Elect Director Mary Kay Haben Mgmt For For

1.6 Elect Director James C. Katzman Mgmt For For

1.7 Elect Director M. Diane Koken Mgmt For For

1.8 Elect Director Robert M. Malcolm Mgmt For For

1.9 Elect Director Anthony J. Palmer Mgmt For For

1.10 Elect Director Juan R. Perez Mgmt For For

1.11 Elect Director Wendy L. Schoppert Mgmt For For

1.12 Elect Director David L. Shedlarz Mgmt For For




Mgmt For Against


Xerox Corporation


Meeting Type: Annual Ticker: XRX



1 Approve Reorganization Mgmt For For


Xerox Corporation



2.1 Elect Director Keith Cozza Mgmt For Against


2.2 Elect Director Jonathan Christodoro Mgmt For Against


2.3 Elect Director Joseph J. Echevarria Mgmt For For

2.4 Elect Director Nicholas Graziano Mgmt For For

2.5 Elect Director Cheryl Gordon Krongard Mgmt For For

2.6 Elect Director Scott Letier Mgmt For For

2.7 Elect Director Giovanni "John" Visentin Mgmt For For


Auditors

Mgmt For For



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.A vote AGAINST this proposal is warranted. First, the committee demonstrated only mixed responsiveness to investors following last year's low say-on-pay vote result. Additionally, pay program concerns arose in FY18 regarding the significant use of discretion under both short- and long-term plans. Short-term incentives initially earned below-target were adjusted to target for the CEO, with limited rationale. Furthermore, FY18-20 cycle awards were converted to time-based equity just one year into the performance period. Finally, the CEO received a $10 million sign-on award which vested after less than a year.

5 Adopt Majority Voting Standard for Certain Mgmt For For Corporate Actions

6 Adjourn Meeting Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted given that Item 4, the say-on-pay proposal, does not warrant shareholder support.

7 Reduce Supermajority Vote Requirement SH None For

Amazon.com, Inc.


Meeting Type: Annual Ticker: AMZN



1a Elect Director Jeffrey P. Bezos Mgmt For For


Amazon.com, Inc.

Proposal


1b Elect Director Rosalind G. Brewer Mgmt For For

1c Elect Director Jamie S. Gorelick Mgmt For Against


1d Elect Director Daniel P. Huttenlocher Mgmt For For

1e Elect Director Judith A. McGrath Mgmt For Against


1f Elect Director Indra K. Nooyi Mgmt For For

1g Elect Director Jonathan J. Rubinstein Mgmt For For

1h Elect Director Thomas O. Ryder Mgmt For Against


1i Elect Director Patricia Q. Stonesifer Mgmt For For

1j Elect Director Wendell P. Weeks Mgmt For Against






4 Report on Management of Food Waste SH Against For

Blended Rationale: A vote FOR this resolution is warranted, as a report on the company's efforts to reduce food waste would allow shareholders to assess the effectiveness of the company's food waste programs, as well as provide a better understanding of the company's food waste reduction strategy. In addition, a number of the company's peers have set goals to reduce the amount of food waste that is sent to landfills.




6 Prohibit Sales of Facial Recognition

Technology to Government Agencies

SH Against Against

7 Report on Impact of Government Use of

Facial Recognition Technologies

SH Against For

Blended Rationale: A vote in favour is applied as additional information regarding the processes the company uses to assess human rights impacts in its operations would allow shareholders to better gauge how well Amazon is managing human rights related risks specifically around new technologies like facial recognition.


Amazon.com, Inc.

Proposal


8 Report on Products Promoting Hate Speech SH Against For

Blended Rationale: A vote in favour is applied as a report assessing the adequacy and enforcement of product listing and content policies could help provide shareholders with valuable information on how well the company is assessing and mitigating content-related controversies.



10 Report on Sexual Harassment SH Against For

Blended Rationale: A vote in favour is applied as additional information on the company's sexual harassment policies could help shareholders better assess the company's management of related risks.

11 Report on Climate Change SH Against For

Blended Rationale: Climate change: A vote in favour is applied as LGIM supports proposals related to climate change as we consider this issue to be a material risk to companies.

12 Disclose a Board of Directors' Qualification SH Against Against Matrix



14 Assess Feasibility of Including Sustainability SH Against For

as a Performance Measure for Senior


Blended Rationale: A vote FOR this proposal is warranted. The adoption of this proposal may provide additional useful information for investors explaining the company's compensation decisions including, but not limited to, the potential use of sustainability milestones.

15 Provide Vote Counting to Exclude Abstentions SH Against Against

Amphenol Corp.




Ticker: APH



1.1 Elect Director Stanley L. Clark Mgmt For Against


1.2 Elect Director John D. Craig Mgmt For Against



Amphenol Corp.



1.3 Elect Director David P. Falck Mgmt For Against


1.4 Elect Director Edward G. Jepsen Mgmt For For

1.5 Elect Director Robert A. Livingston Mgmt For For

1.6 Elect Director Martin H. Loeffler Mgmt For For

1.7 Elect Director R. Adam Norwitt Mgmt For For

1.8 Elect Director Diana G. Reardon Mgmt For For

1.9 Elect Director Anne Clarke Wolff Mgmt For For




Mgmt For Against





5 Report on Human Rights Risks in Operations SH Against For

and Supply Chain


Annaly Capital Management, Inc.




Ticker: NLY


Proposal Vote


1a Elect Director Kevin G. Keyes Mgmt For For

1b Elect Director Thomas Hamilton Mgmt For For

1c Elect Director Kathy Hopinkah Hannan Mgmt For For

1d Elect Director Vicki Williams Mgmt For For


Annaly Capital Management, Inc.



3


Increase Authorized Common Stock

Mgmt

For

For


AXA Equitable Holdings, Inc.




Ticker: EQH


Proposal Vote


1.1 Elect Director Thomas Buberl Mgmt For For

1.2 Elect Director Gerald Harlin Mgmt For For

1.3 Elect Director Daniel G. Kaye Mgmt For For

1.4 Elect Director Kristi A. Matus Mgmt For For

1.5 Elect Director Ramon de Oliveira Mgmt For Withhold

Blended Rationale: WITHHOLD votes are warranted for incumbent governance committee members Ramon de Oliveira and Charles Stonehill given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents which adversely impacts shareholder rights.

1.6 Elect Director Mark Pearson Mgmt For For

1.7 Elect Director Bertram L. Scott Mgmt For For

1.8 Elect Director George Stansfield Mgmt For For

1.9 Elect Director Charles G.T. Stonehill Mgmt For Withhold

Blended Rationale: WITHHOLD votes are warranted for incumbent governance committee members Ramon de Oliveira and Charles Stonehill given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents which adversely impacts shareholder rights.


Auditors

Mgmt For For



Mgmt For Against




Burlington Stores, Inc.




Ticker: BURL



1.1 Elect Director John J. Mahoney Mgmt For Against


1.2 Elect Director Laura J. Sen Mgmt For For

1.3 Elect Director Paul J. Sullivan Mgmt For For






CenturyLink, Inc.




Ticker: CTL


Proposal Vote


1a Elect Director Martha H. Bejar Mgmt For For

1b Elect Director Virginia Boulet Mgmt For Against


1c Elect Director Peter C. Brown Mgmt For For

1d Elect Director Kevin P. Chilton Mgmt For For

1e Elect Director Steven T. Clontz Mgmt For For

1f Elect Director T. Michael Glenn Mgmt For For


CenturyLink, Inc.



1g Elect Director W. Bruce Hanks Mgmt For Against


1h Elect Director Mary L. Landrieu Mgmt For For

1i Elect Director Harvey P. Perry Mgmt For For

1j Elect Director Glen F. Post, III Mgmt For For

1k Elect Director Michael J. Roberts Mgmt For For

1l Elect Director Laurie A. Siegel Mgmt For For

1m Elect Director Jeffrey K. Storey Mgmt For For




4 Adopt NOL Rights Plan (NOL Pill) Mgmt For For



Blended Rationale: A vote AGAINST this proposal is warranted. The CEO received multiple large pay opportunities in a relatively short period of time, including a promotion equity grant and annual LTI grant in 2018, which followed cash and equity sign-on awards in late 2017.



DENTSPLY SIRONA Inc.




Ticker: XRAY


Proposal Vote


1a Elect Director Michael C. Alfano Mgmt For For

1b Elect Director Eric K. Brandt Mgmt For Against


1c Elect Director Donald M. Casey, Jr. Mgmt For For


DENTSPLY SIRONA Inc.



1d Elect Director Willie A. Deese Mgmt For For

1e Elect Director Betsy D. Holden Mgmt For For

1f Elect Director Arthur D. Kowaloff Mgmt For For

1g Elect Director Harry M. Jansen Kraemer, Jr. Mgmt For For

1h Elect Director Gregory T. Lucier Mgmt For For

1i Elect Director Francis J. Lunger Mgmt For For

1j Elect Director Leslie F. Varon Mgmt For For




Mgmt For Against


Extra Space Storage Inc.




Ticker: EXR


Proposal Vote


1.1 Elect Director Kenneth M. Woolley Mgmt For For

1.2 Elect Director Joseph D. Margolis Mgmt For For

1.3 Elect Director Roger B. Porter Mgmt For For

1.4 Elect Director Joseph J. Bonner Mgmt For For

1.5 Elect Director Ashley Dreier Mgmt For For

1.6 Elect Director Spencer F. Kirk Mgmt For For

1.7 Elect Director Dennis J. Letham Mgmt For For

1.8 Elect Director Diane Olmstead Mgmt For For




Mgmt For For


Fidelity National Information Services, Inc.




Ticker: FIS


Proposal Vote


1a Elect Director Ellen R. Alemany Mgmt For For

1b Elect Director Keith W. Hughes Mgmt For Against


1c Elect Director David K. Hunt Mgmt For Against


1d Elect Director Stephan A. James Mgmt For For

1e Elect Director Leslie M. Muma Mgmt For For

1f Elect Director Alexander Navab Mgmt For For

1g Elect Director Gary A. Norcross Mgmt For For

1h Elect Director Louise M. Parent Mgmt For For

1i Elect Director Brian T. Shea Mgmt For For

1j Elect Director James B. Stallings, Jr. Mgmt For For



Mgmt For Against



Fiserv, Inc.




Ticker: FISV


Proposal Vote


1.1 Elect Director Alison Davis Mgmt For For

1.2 Elect Director Harry F. DiSimone Mgmt For For


Fiserv, Inc.



1.3 Elect Director John Y. Kim Mgmt For For

1.4 Elect Director Dennis F. Lynch Mgmt For For

1.5 Elect Director Denis J. O'Leary Mgmt For For

1.6 Elect Director Glenn M. Renwick Mgmt For For

1.7 Elect Director Kim M. Robak Mgmt For For

1.8 Elect Director JD Sherman Mgmt For For

1.9 Elect Director Doyle R. Simons Mgmt For For

1.10 Elect Director Jeffery W. Yabuki Mgmt For For


Plan

Mgmt For For



Mgmt For Against






Foot Locker, Inc.




Ticker: FL


Proposal Vote


1a Elect Director Maxine Clark Mgmt For For

1b Elect Director Alan D. Feldman Mgmt For For

1c Elect Director Richard A. Johnson Mgmt For For

1d Elect Director Guillermo G. Marmol Mgmt For For

1e Elect Director Matthew M. McKenna Mgmt For For

1f Elect Director Steven Oakland Mgmt For For


Foot Locker, Inc.



1g Elect Director Ulice Payne, Jr. Mgmt For For

1h Elect Director Cheryl Nido Turpin Mgmt For For

1i Elect Director Kimberly Underhill Mgmt For For

1j Elect Director Dona D. Young Mgmt For Withhold






Henry Schein, Inc.


Meeting Type: Annual Ticker: HSIC



1a Elect Director Barry J. Alperin Mgmt For Against


1b Elect Director Gerald A. Benjamin Mgmt For For

1c Elect Director Stanley M. Bergman Mgmt For For

1d Elect Director James P. Breslawski Mgmt For For

1e Elect Director Paul Brons Mgmt For For

1f Elect Director Shira Goodman Mgmt For For

1g Elect Director Joseph L. Herring Mgmt For For

1h Elect Director Kurt P. Kuehn Mgmt For For

1i Elect Director Philip A. Laskawy Mgmt For Against

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.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.

1j Elect Director Anne H. Margulies Mgmt For For


Henry Schein, Inc.



1k Elect Director Mark E. Mlotek Mgmt For For

1l Elect Director Steven Paladino Mgmt For For

1m Elect Director Carol Raphael Mgmt For For

1n Elect Director E. Dianne Rekow Mgmt For For

1o Elect Director Bradley T. Sheares Mgmt For Against

Blended Rationale: Vote AGAINST Bradley Sheares for attending less than 75 percent of the board and committee meetings held over the past fiscal year without disclosing an acceptable reason for the absences.



Mgmt For For

3 Ratify BDO USA, LLP as Auditor Mgmt For Against


Iron Mountain Incorporated




Ticker: IRM


Proposal Vote


1a Elect Director Jennifer Allerton Mgmt For For

1b Elect Director Ted R. Antenucci Mgmt For For

1c Elect Director Pamela M. Arway Mgmt For For

1d Elect Director Clarke H. Bailey Mgmt For Against


1e Elect Director Kent P. Dauten Mgmt For For

1f Elect Director Paul F. Deninger Mgmt For For

1g Elect Director Monte Ford Mgmt For For

1h Elect Director Per-Kristian Halvorsen Mgmt For For

1i Elect Director William L. Meaney Mgmt For For

1j Elect Director Wendy J. Murdock Mgmt For For

1k Elect Director Walter C. Rakowich Mgmt For For


Iron Mountain Incorporated



1l Elect Director Alfred J. Verrecchia Mgmt For For



Mgmt For For


Molson Coors Brewing Company




Ticker: TAP



1.1 Elect Director Roger G. Eaton Mgmt For Withhold


1.2 Elect Director Charles M. Herington Mgmt For For

1.3 Elect Director H. Sanford Riley Mgmt For Withhold





NVIDIA Corporation




Ticker: NVDA


Proposal Vote


1a Elect Director Robert K. Burgess Mgmt For For

1b Elect Director Tench Coxe Mgmt For For


NVIDIA Corporation



1c Elect Director Persis S. Drell Mgmt For For

1d Elect Director James C. Gaither Mgmt For For

1e Elect Director Jen-Hsun Huang Mgmt For For

1f Elect Director Dawn Hudson Mgmt For For

1g Elect Director Harvey C. Jones Mgmt For Against


1h Elect Director Michael G. McCaffery Mgmt For For

1i Elect Director Stephen C. Neal Mgmt For

For

1j Elect Director Mark L. Perry Mgmt For

For

1k Elect Director A. Brooke Seawell Mgmt For

For

1l Elect Director Mark A. Stevens Mgmt For

For



For

For


Auditors

For For

4 Eliminate Supermajority Vote Requirement to Mgmt

Remove Director Without Cause

For For

ONEOK, Inc.




Ticker: OKE


Proposal Vote


1.1 Elect Director Brian L. Derksen Mgmt For For

1.2 Elect Director Julie H. Edwards Mgmt For For

1.3 Elect Director John W. Gibson Mgmt For For

1.4 Elect Director Mark W. Helderman Mgmt For For

1.5 Elect Director Randall J. Larson Mgmt For For

1.6 Elect Director Steven J. Malcolm Mgmt For For

1.7 Elect Director Jim W. Mogg Mgmt For For


ONEOK, Inc.



1.8 Elect Director Pattye L. Moore Mgmt For Against


1.9 Elect Director Gary D. Parker Mgmt For For

1.10 Elect Director Eduardo A. Rodriguez Mgmt For For

1.11 Elect Director Terry K. Spencer Mgmt For For


Auditors

Mgmt For For



Mgmt For For

PayPal Holdings, Inc.




Ticker: PYPL


Proposal Vote


1a Elect Director Rodney C. Adkins Mgmt For For

1b Elect Director Wences Casares Mgmt For For

1c Elect Director Jonathan Christodoro Mgmt For Against


1d Elect Director John J. Donahoe Mgmt For Against


1e Elect Director David W. Dorman Mgmt For For

1f Elect Director Belinda J. Johnson Mgmt For For

1g Elect Director Gail J. McGovern Mgmt For For

1h Elect Director Deborah M. Messemer Mgmt For For

1i Elect Director David M. Moffett Mgmt For For

1j Elect Director Ann M. Sarnoff Mgmt For For

1k Elect Director Daniel H. Schulman Mgmt For Against



PayPal Holdings, Inc.

Proposal


1l Elect Director Frank D. Yeary Mgmt For For



Mgmt For Against

Blended Rationale: A vote AGAINST this proposal is warranted. Although total CEO pay increased amid strong performance, pay levels have steadily increased since the company became a standalone entity in 2015. The most concerning aspect of the FY18 pay program was the committee's decision to award the CEO with a supplemental equity award valued at $29 million by ISS ($16 million as valued by the company), on top of an elevated long-term incentive valued on the grant date at $18 million. While the award is performance-based, the magnitude of the award exceeds the median total pay of peers and it is not clear how the special award will impact the CEO's equity grants going forward. Further, given the significant realizable value of regular-cycle equity awards, shareholders may question the need for an additional grant of this magnitude.




5 Amend Board Governance Documents to SH Against Against

Define Human Rights Responsibilities

Robert Half International Inc.




Ticker: RHI


Proposal Vote


1.1 Elect Director Julia L. Coronado Mgmt For For

1.2 Elect Director Dirk A. Kempthorne Mgmt For For

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

1.4 Elect Director Marc H. Morial Mgmt For For

1.5 Elect Director Barbara J. Novogradac Mgmt For For

1.6 Elect Director Robert J. Pace Mgmt For For

1.7 Elect Director Frederick A. Richman Mgmt For For

1.8 Elect Director M. Keith Waddell Mgmt For For





Mgmt For For


Ross Stores, Inc.


Meeting Type: Annual Ticker: ROST


Proposal Vote


1a Elect Director Michael Balmuth Mgmt For For

1b Elect Director K. Gunnar Bjorklund Mgmt For For

1c Elect Director Michael J. Bush Mgmt For For

1d Elect Director Norman A. Ferber Mgmt For For

1e Elect Director Sharon D. Garrett Mgmt For For

1f Elect Director Stephen D. Milligan Mgmt For Against


1g Elect Director George P. Orban Mgmt For Against


1h Elect Director Michael O'Sullivan *Withdrawn Mgmt

Resolution*

1i Elect Director Gregory L. Quesnel Mgmt For Against


1j Elect Director Barbara Rentler Mgmt For For



Mgmt For Against







Stericycle, Inc.


Meeting Type: Annual Ticker: SRCL


Proposal Vote


1a Elect Director Robert S. Murley Mgmt For For

1b Elect Director Cindy J. Miller Mgmt For For

1c Elect Director Brian P. Anderson Mgmt For Against

Blended Rationale: A vote AGAINST incumbent audit committee member Brian Anderson is warranted for failure to address the material weaknesses in the company's internal controls in consecutive years.

1d Elect Director Lynn D. Bleil Mgmt For For

1e Elect Director Thomas F. Chen Mgmt For For

1f Elect Director J. Joel Hackney, Jr. Mgmt For For

1g Elect Director Veronica M. Hagen Mgmt For For

1h Elect Director Stephen C. Hooley Mgmt For For

1i Elect Director Kay G. Priestly Mgmt For For

1j Elect Director Mike S. Zafirovski 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.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 this proposal is warranted. The company paid severance to the former CEO in connection with his retirement in early 2019. The payment of severance upon retirement is not a common market practice, as severance serves as a protection against involuntary job loss. This payment appears to be an enhanced benefit as last year's proxy indicated that severance was not payable upon a voluntary termination.




SH Against For


The Southern Company




Ticker: SO



The Southern Company

Proposal Vote


1a Elect Director Janaki Akella Mgmt For For

1b Elect Director Juanita Powell Baranco Mgmt For For

1c Elect Director Jon A. Boscia Mgmt For For

1d Elect Director Henry A. 'Hal' Clark, III Mgmt For For

1e Elect Director Anthony F. 'Tony' Earley, Jr. Mgmt For For

1f Elect Director Thomas A. Fanning Mgmt For For

1g Elect Director David J. Grain Mgmt For For

1h Elect Director Donald M. James Mgmt For For

1i Elect Director John D. Johns Mgmt For For

1j Elect Director Dale E. Klein Mgmt For For

1k Elect Director Ernest J. Moniz Mgmt For For

1l Elect Director William G. Smith, Jr. Mgmt For For

1m Elect Director Steven R. Specker Mgmt For For

1n Elect Director Larry D. Thompson Mgmt For For

1o Elect Director E. Jenner Wood, III Mgmt For For



Mgmt For For


4 Reduce Supermajority Vote Requirement Mgmt For For

The Travelers Companies, Inc.




Ticker: TRV



1a Elect Director Alan L. Beller Mgmt For For


The Travelers Companies, Inc.


1b Elect Director Janet M. Dolan Mgmt For Against


1c Elect Director Patricia L. Higgins Mgmt For For

1d Elect Director William J. Kane Mgmt For For

1e Elect Director Clarence Otis, Jr. Mgmt For Against


1f Elect Director Philip T. "Pete" Ruegger, III Mgmt For Against


1g Elect Director Todd C. Schermerhorn Mgmt For For

1h Elect Director Alan D. Schnitzer Mgmt For For

1i Elect Director Donald J. Shepard Mgmt For Against


1j Elect Director Laurie J. Thomsen Mgmt For For




Mgmt For Against



5 Prepare Employment Diversity Report,

Including EEOC Data

SH Against For


Thermo Fisher Scientific Inc.




Ticker: TMO



1a Elect Director Marc N. Casper Mgmt For For


Thermo Fisher Scientific Inc.


1b Elect Director Nelson J. Chai Mgmt For For

1c Elect Director C. Martin Harris Mgmt For For

1d Elect Director Tyler Jacks Mgmt For For

1e Elect Director Judy C. Lewent Mgmt For For

1f Elect Director Thomas J. Lynch Mgmt For Against


1g Elect Director Jim P. Manzi Mgmt For For

1h Elect Director James C. Mullen Mgmt For For

1i Elect Director Lars R. Sorensen Mgmt For For

1j Elect Director Scott M. Sperling Mgmt For For

1k Elect Director Elaine S. Ullian Mgmt For For

1l Elect Director Dion J. Weisler Mgmt For For



Mgmt For Against



United Continental Holdings, Inc.




Ticker: UAL


Proposal Vote


1.1 Elect Director Carolyn Corvi Mgmt For For

1.2 Elect Director Jane C. Garvey Mgmt For For

1.3 Elect Director Barney Harford Mgmt For For

1.4 Elect Director Michele J. Hooper Mgmt For For

1.5 Elect Director Walter Isaacson Mgmt For For


United Continental Holdings, Inc.


1.6 Elect Director James A. C. Kennedy Mgmt For For

1.7 Elect Director Oscar Munoz Mgmt For For

1.8 Elect Director Edward M. Philip Mgmt For For

1.9 Elect Director Edward L. Shapiro Mgmt For For

1.10 Elect Director David J. Vitale Mgmt For For

1.11 Elect Director James M. Whitehurst Mgmt For For




Mgmt For For





WellCare Health Plans, Inc.




Ticker: WCG


Proposal Vote


1a Elect Director Richard C. Breon Mgmt For For

1b Elect Director Kenneth A. Burdick Mgmt For For

1c Elect Director Amy L. Compton-Phillips Mgmt For For

1d Elect Director H. James Dallas Mgmt For For

1e Elect Director Kevin F. Hickey Mgmt For For

1f Elect Director Christian P. Michalik Mgmt For Against


1g Elect Director Bobby Jindal Mgmt For For

1h Elect Director William L. Trubeck Mgmt For For


WellCare Health Plans, Inc.

Proposal Vote


1i Elect Director Kathleen E. Walsh Mgmt For For





Mgmt For For

Apache Corporation




Ticker: APA


Proposal Vote


1 Elect Director Annell R. Bay Mgmt For For

2 Elect Director John J. Christmann, IV Mgmt For For

3 Elect Director Juliet S. Ellis Mgmt For For

4 Elect Director Chansoo Joung Mgmt For For

5 Elect Director Rene R. Joyce Mgmt For For

6 Elect Director John E. Lowe Mgmt For For

7 Elect Director William C. Montgomery Mgmt For Against


8 Elect Director Amy H. Nelson Mgmt For For

9 Elect Director Daniel W. Rabun Mgmt For Against


10 Elect Director Peter A. Ragauss Mgmt For For




Mgmt For Against



BlackRock, Inc.




Ticker: BLK


Proposal Vote


1a Elect Director Bader M. Alsaad Mgmt For For

1b Elect Director Mathis Cabiallavetta Mgmt For For

1c Elect Director Pamela Daley Mgmt For For

1d Elect Director William S. Demchak Mgmt For For

1e Elect Director Jessica P. Einhorn Mgmt For For

1f Elect Director Laurence D. Fink Mgmt For For

1g Elect Director William E. Ford Mgmt For For

1h Elect Director Fabrizio Freda Mgmt For For

1i Elect Director Murry S. Gerber Mgmt For Against


1j Elect Director Margaret L. Johnson Mgmt For For

1k Elect Director Robert S. Kapito Mgmt For For

1l Elect Director Cheryl D. Mills Mgmt For For

1m Elect Director Gordon M. Nixon Mgmt For For

1n Elect Director Charles H. Robbins Mgmt For For

1o Elect Director Ivan G. Seidenberg Mgmt For For

1p Elect Director Marco Antonio Slim Domit Mgmt For Against


1q Elect Director Susan L. Wagner Mgmt For For

1r Elect Director Mark Wilson Mgmt For For



Mgmt For Against






BlackRock, Inc.


5 Adopt Simple Majority Vote

DowDuPont Inc.

Proponent

SH

Mgmt Rec

Against

Vote Instruction

Against


Meeting Type: Special


Ticker: DWDP


Proposal Vote


1 Approve Reverse Stock Split Mgmt For For

2 Adjourn Meeting Mgmt For For

Flowserve Corporation




Ticker: FLS


Proposal Vote


1.1 Elect Director R. Scott Rowe Mgmt For For

1.2 Elect Director Ruby R. Chandy Mgmt For For

1.3 Elect Director Gayla J. Delly Mgmt For For

1.4 Elect Director Roger L. Fix Mgmt For For

1.5 Elect Director John R. Friedery Mgmt For For

1.6 Elect Director John L. Garrison Mgmt For For

1.7 Elect Director Joe E. Harlan Mgmt For For

1.8 Elect Director Michael C. McMurray Mgmt For For

1.9 Elect Director Rick J. Mills Mgmt For For

1.10 Elect Director David E. Roberts Mgmt For For



Mgmt For For


Flowserve Corporation

Proposal



4

Auditors

Approve Omnibus Stock Plan

Mgmt

For

For

5 Adopt GHG Emissions Reduction Goals SH Against For



KeyCorp




Ticker: KEY


Proposal Vote


1.1 Elect Director Bruce D. Broussard Mgmt For For

1.2 Elect Director Charles P. Cooley Mgmt For For

1.3 Elect Director Gary M. Crosby Mgmt For For

1.4 Elect Director Alexander M. Cutler Mgmt For Against


1.5 Elect Director H. James Dallas Mgmt For For

1.6 Elect Director Elizabeth R. Gile Mgmt For For

1.7 Elect Director Ruth Ann M. Gillis Mgmt For For

1.8 Elect Director William G. Gisel, Jr. Mgmt For For

1.9 Elect Director Carlton L. Highsmith Mgmt For For

1.10 Elect Director Richard J. Hipple Mgmt For For

1.11 Elect Director Kristen L. Manos Mgmt For For

1.12 Elect Director Beth E. Mooney Mgmt For For

1.13 Elect Director Barbara R. Snyder Mgmt For For

1.14 Elect Director David K. Wilson Mgmt For For



KeyCorp





Mgmt For For



6 Permit Board to Amend Bylaws Without

Shareholder Consent

Mgmt For For

Liberty Broadband Corporation




Ticker: LBRDA



1.1 Elect Director Richard R. Green 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.Diversity: A vote against is applied as LGIM expects a company to have at least one female on the board.

1.2 Elect Director Gregory B. Maffei Mgmt For Withhold



3 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 because the plan has a liberal CIC vesting risk.

McDonald's Corporation




Ticker: MCD



1a Elect Director Lloyd Dean Mgmt For For


McDonald's Corporation



1b Elect Director Stephen Easterbrook Mgmt For For

1c Elect Director Robert Eckert Mgmt For For

1d Elect Director Margaret Georgiadis Mgmt For For

1e Elect Director Enrique Hernandez, Jr. Mgmt For For

1f Elect Director Richard Lenny Mgmt For For

1g Elect Director John Mulligan Mgmt For For

1h Elect Director Sheila Penrose Mgmt For For

1i Elect Director John Rogers, Jr. Mgmt For For

1j Elect Director Paul Walsh Mgmt For Against


1k Elect Director Miles White Mgmt For Against





4 Change Range for Size of the Board Mgmt For For


Mohawk Industries, Inc.




Ticker: MHK


Proposal Vote


1.1 Elect Director Joseph A. Onorato Mgmt For For

1.2 Elect Director William H. Runge, III Mgmt For For

1.3 Elect Director W. Christopher Wellborn Mgmt For For



Mohawk Industries, Inc.





Morgan Stanley




Ticker: MS


Proposal Vote


1a Elect Director Elizabeth Corley Mgmt For For

1b Elect Director Alistair M. Darling Mgmt For For

1c Elect Director Thomas H. Glocer Mgmt For For

1d Elect Director James P. Gorman Mgmt For For

1e Elect Director Robert H. Herz Mgmt For For

1f Elect Director Nobuyuki Hirano Mgmt For For

1g Elect Director Jami Miscik Mgmt For For

1h Elect Director Dennis M. Nally Mgmt For For

1i Elect Director Takeshi Ogasawara Mgmt For For

1j Elect Director Hutham S. Olayan Mgmt For For

1k Elect Director Mary L. Schapiro Mgmt For For

1l Elect Director Perry M. Traquina Mgmt For For

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




Mgmt For Against





NextEra Energy, Inc.




Ticker: NEE


Proposal Vote


1a Elect Director Sherry S. Barrat Mgmt For For

1b Elect Director James L. Camaren Mgmt For For

1c Elect Director Kenneth B. Dunn Mgmt For For

1d Elect Director Naren K. Gursahaney Mgmt For For

1e Elect Director Kirk S. Hachigian Mgmt For For

1f Elect Director Toni Jennings Mgmt For For

1g Elect Director Amy B. Lane Mgmt For For

1h Elect Director James L. Robo Mgmt For For

1i Elect Director Rudy E. Schupp Mgmt For For

1j Elect Director John L. Skolds Mgmt For For

1k Elect Director William H. Swanson Mgmt For For

1l Elect Director Hansel E. Tookes, II Mgmt For For

1m Elect Director Darryl L. Wilson Mgmt For For





Mgmt For For



Nordstrom, Inc.




Ticker: JWN



Nordstrom, Inc.

Proposal Vote


1a Elect Director Shellye L. Archambeau Mgmt For For

1b Elect Director Stacy Brown-Philpot Mgmt For For

1c Elect Director Tanya L. Domier Mgmt For Against


1d Elect Director Kirsten A. Green Mgmt For For

1e Elect Director Glenda G. McNeal Mgmt For For

1f Elect Director Erik B. Nordstrom Mgmt For For

1g Elect Director Peter E. Nordstrom Mgmt For For

1h Elect Director Brad D. Smith Mgmt For Against


1i Elect Director Gordon A. Smith Mgmt For For

1j Elect Director Bradley D. Tilden Mgmt For For

1k Elect Director B. Kevin Turner Mgmt For For







Synchrony Financial




Ticker: SYF



Synchrony Financial

Proposal Vote


1a Elect Director Margaret M. Keane Mgmt For For

1b Elect Director Paget L. Alves Mgmt For For

1c Elect Director Arthur W. Coviello, Jr. Mgmt For For

1d Elect Director William W. Graylin Mgmt For For

1e Elect Director Roy A. Guthrie Mgmt For For

1f Elect Director Richard C. Hartnack Mgmt For Against


1g Elect Director Jeffrey G. Naylor Mgmt For For

1h Elect Director Laurel J. Richie Mgmt For For

1i Elect Director Olympia J. Snowe Mgmt For For

1j Elect Director Ellen M. Zane Mgmt For For



Mgmt For Against



The Home Depot, Inc.




Ticker: HD


Proposal Vote


1a Elect Director Gerard J. Arpey Mgmt For For

1b Elect Director Ari Bousbib Mgmt For For

1c Elect Director Jeffery H. Boyd Mgmt For For

1d Elect Director Gregory D. Brenneman Mgmt For Against


1e Elect Director J. Frank Brown Mgmt For For


The Home Depot, Inc.



1f Elect Director Albert P. Carey Mgmt For For

1g Elect Director Helena B. Foulkes Mgmt For For

1h Elect Director Linda R. Gooden Mgmt For For

1i Elect Director Wayne M. Hewett Mgmt For For

1j Elect Director Manuel Kadre Mgmt For For

1k Elect Director Stephanie C. Linnartz Mgmt For For

1l Elect Director Craig A. Menear Mgmt For For






4 Prepare Employment Diversity Report and SH Against For

Report on Diversity Policies

Blended Rationale: A vote FOR this resolution is warranted, as reporting of the full set of diversity statistics would allow shareholders to better assess the effectiveness of the company's diversity initiatives and its management of related risks.




6 Report on Prison Labor in the Supply Chain SH Against For


The Interpublic Group of Companies, Inc.




Ticker: IPG


Proposal Vote


1.1 Elect Director Jocelyn Carter-Miller Mgmt For For

1.2 Elect Director H. John Greeniaus Mgmt For For

1.3 Elect Director Mary J. Steele Guilfoile Mgmt For For


The Interpublic Group of Companies, Inc.


1.4 Elect Director Dawn Hudson Mgmt For For

1.5 Elect Director William T. Kerr Mgmt For For

1.6 Elect Director Henry S. Miller Mgmt For For

1.7 Elect Director Jonathan F. Miller Mgmt For For

1.8 Elect Director Patrick Q. Moore Mgmt For For

1.9 Elect Director Michael I. Roth Mgmt For Against


1.10 Elect Director David M. Thomas Mgmt For Against


1.11 Elect Director E. Lee Wyatt, Jr. Mgmt For For


Auditors



4


Approve Omnibus Stock Plan

Mgmt

For

For



The Mosaic Company




Ticker: MOS


Proposal Vote


1a Elect Director Cheryl K. Beebe Mgmt For For

1b Elect Director Oscar P. Bernardes Mgmt For For

1c Elect Director Nancy E. Cooper Mgmt For For


The Mosaic Company



1d Elect Director Gregory L. Ebel Mgmt For Against


1e Elect Director Timothy S. Gitzel Mgmt For For

1f Elect Director Denise C. Johnson Mgmt For

For

1g Elect Director Emery N. Koenig Mgmt For

For

1h Elect Director William T. Monahan Mgmt For

For

1i Elect Director James 'Joc' C. O'Rourke Mgmt For

For

1j Elect Director Steven M. Seibert Mgmt For

For

1k Elect Director Luciano Siani Pires Mgmt For

For

1l Elect Director Kelvin W. Westbrook Mgmt For

For

2 Ratify KPMG LLP as Auditors Mgmt For

For



For

For

Unum Group




Ticker: UNM


Proposal Vote


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

1.2 Elect Director Susan L. Cross Mgmt For For

1.3 Elect Director Susan D. DeVore Mgmt For For

1.4 Elect Director Joseph J. Echevarria Mgmt For For

1.5 Elect Director Cynthia L. Egan Mgmt For For

1.6 Elect Director Kevin T. Kabat Mgmt For For

1.7 Elect Director Timothy F. Keaney Mgmt For For

1.8 Elect Director Gloria C. Larson Mgmt For Against


1.9 Elect Director Richard P. McKenney Mgmt For For


Unum Group



1.10 Elect Director Ronald P. O'Hanley Mgmt For For

1.11 Elect Director Francis J. Shammo Mgmt For

For



For

For


VeriSign, Inc.




Ticker: VRSN


Proposal Vote


1.1 Elect Director D. James Bidzos Mgmt For For

1.2 Elect Director Kathleen A. Cote Mgmt For For

1.3 Elect Director Thomas F. Frist, III Mgmt For For

1.4 Elect Director Jamie S. Gorelick Mgmt For For

1.5 Elect Director Roger H. Moore Mgmt For For

1.6 Elect Director Louis A. Simpson Mgmt For For

1.7 Elect Director Timothy Tomlinson Mgmt For For



Mgmt For For




Voya Financial, Inc.




Ticker: VOYA



Voya Financial, Inc.

Proposal Vote


1a Elect Director Curtis Arledge *Withdrawn

Resolution*

Mgmt

1b Elect Director Lynne Biggar Mgmt For For

1c Elect Director Jane P. Chwick Mgmt For For

1d Elect Director Ruth Ann M. Gillis Mgmt For For

1e Elect Director J. Barry Griswell Mgmt For For

1f Elect Director Rodney O. Martin, Jr. Mgmt For For

1g Elect Director Byron H. Pollitt, Jr. Mgmt For For

1h Elect Director Joseph V. Tripodi Mgmt For For

1i Elect Director David Zwiener Mgmt For For



Mgmt For For



Lincoln National Corporation




Ticker: LNC


Proposal Vote


1.1 Elect Director Deirdre P. Connelly Mgmt For For

1.2 Elect Director William H. Cunningham Mgmt For For

1.3 Elect Director Dennis R. Glass Mgmt For For

1.4 Elect Director George W. Henderson, III Mgmt For For

1.5 Elect Director Eric G. Johnson Mgmt For For

1.6 Elect Director Gary C. Kelly Mgmt For For

1.7 Elect Director M. Leanne Lachman Mgmt For Against



Lincoln National Corporation


1.8 Elect Director Michael F. Mee Mgmt For For

1.9 Elect Director Patrick S. Pittard Mgmt For Against


1.10 Elect Director Isaiah Tidwell Mgmt For For

1.11 Elect Director Lynn M. Utter Mgmt For For










Old Republic International Corporation




Ticker: ORI



1.1 Elect Director Steven J. Bateman Mgmt For Withhold

Blended Rationale: WITHHOLD votes from all director nominees are warranted for maintaining a long-term poison pill that has not been ratified by shareholders and due to an ongoing lack of responsiveness to shareholders' concerns.

1.2 Elect Director Jimmy A. Dew Mgmt For Withhold



Old Republic International Corporation


1.3 Elect Director John M. Dixon 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.Classified Board: A vote against is applied as LGIM supports a declassified board as directors should stand for re-election on an annual basis.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 Accountability: A vote against is applied as LGIM expects companies to implement majority supported shareholder proposals.Remuneration: A vote against is applied as LGIM has had concerns with the remuneration policy for 3 years.WITHHOLD votes from all director nominees are warranted for maintaining a long-term poison pill that has not been ratified by shareholders and due to an ongoing lack of responsiveness to shareholders' concerns.

1.4 Elect Director Glenn W. Reed 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.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 Accountability: A vote against is applied as LGIM expects companies to implement majority supported shareholder proposals.WITHHOLD votes from all director nominees are warranted for maintaining a long-term poison pill that has not been ratified by shareholders and due to an ongoing lack of responsiveness to shareholders' concerns.

1.5 Elect Director Dennis P. Van Mieghem Mgmt For Withhold





Mgmt For Against


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.

Arista Networks, Inc.




Ticker: ANET



1.1 Elect Director Charles Giancarlo Mgmt For Withhold


Arista Networks, Inc.



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.Remuneration: A vote against is applied as LGIM has had concerns with the remuneration policy for 3 years.WITHHOLD votes are warranted for director nominees Daniel Scheinman, Charles Giancarlo, and Ann Mather, given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impact shareholder rights.

1.2 Elect Director Ann Mather Mgmt For Withhold

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.WITHHOLD votes from Ann Mather for approving an excessive amount of non-audit related services by the company's auditor in the last year, which increases the potential for a conflict of interest. WITHHOLD votes are warranted for director nominees Daniel Scheinman, Charles Giancarlo, and Ann Mather, given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impact shareholder rights.

1.3 Elect Director Daniel Scheinman 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.WITHHOLD votes are warranted for director nominees Daniel Scheinman, Charles Giancarlo, and Ann Mather, given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impact shareholder rights.





Merck & Co., Inc.




Ticker: MRK



1a Elect Director Leslie A. Brun Mgmt For Against


1b Elect Director Thomas R. Cech Mgmt For For

1c Elect Director Mary Ellen Coe Mgmt For For

1d Elect Director Pamela J. Craig Mgmt For For

1e Elect Director Kenneth C. Frazier Mgmt For For


Merck & Co., Inc.



1f Elect Director Thomas H. Glocer Mgmt For For

1g Elect Director Rochelle B. Lazarus Mgmt For For

1h Elect Director Paul B. Rothman Mgmt For For

1i Elect Director Patricia F. Russo Mgmt For Against


1j Elect Director Inge G. Thulin Mgmt For For

1k Elect Director Wendell P. Weeks Mgmt For Against


1l Elect Director Peter C. Wendell Mgmt For For





Auditors



6 Adopt Policy Disclosing Rationale Behind SH Against Against Approval of Sale of Compensation Shares by a

Senior Executive During a Buyback

7 Report on Integrating Risks Related to Drug SH Against For Pricing into Senior Executive Compensation

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.

National Oilwell Varco, Inc.




Ticker: NOV



1A Elect Director Clay C. Williams Mgmt For For


National Oilwell Varco, Inc.



1B Elect Director Greg L. Armstrong Mgmt For For

1C Elect Director Marcela E. Donadio Mgmt For For

1D Elect Director Ben A. Guill Mgmt For Against


1E Elect Director James T. Hackett Mgmt For Against


1F Elect Director David D. Harrison Mgmt For Against


1G Elect Director Eric L. Mattson Mgmt For For

1H Elect Director Melody B. Meyer Mgmt For For

1I Elect Director William R. Thomas Mgmt For For




Mgmt For Against



RioCan Real Estate Investment Trust




Ticker: REI.UN



1.1 Elect Trustee Bonnie Brooks Mgmt For Withhold


1.2 Elect Trustee Richard Dansereau Mgmt For For

1.3 Elect Trustee Paul Godfrey Mgmt For Withhold



RioCan Real Estate Investment Trust


1.4 Elect Trustee Dale H. Lastman Mgmt For For

1.5 Elect Trustee Jane Marshall Mgmt For For

1.6 Elect Trustee Sharon Sallows Mgmt For Withhold


1.7 Elect Trustee Edward Sonshine Mgmt For For

1.8 Elect Trustee Siim A. Vanaselja Mgmt For Withhold


1.9 Elect Trustee Charles M. Winograd Mgmt For For

2 Approve Ernst & Young LLP as Auditors and

Authorize Trustees to Fix Their Remuneration

Mgmt For For


Approach

Mgmt For For

Affiliated Managers Group, Inc.




Ticker: AMG


Proposal Vote


1a Elect Director Samuel T. Byrne Mgmt For For

1b Elect Director Dwight D. Churchill Mgmt For For

1c Elect Director Nathaniel Dalton Mgmt For For

1d Elect Director Glenn Earle Mgmt For For

1e Elect Director Niall Ferguson Mgmt For For

1f Elect Director Sean M. Healey Mgmt For For

1g Elect Director Tracy P. Palandjian Mgmt For For

1h Elect Director Patrick T. Ryan Mgmt For For

1i Elect Director Karen L. Yerburgh Mgmt For For

1j Elect Director Jide J. Zeitlin Mgmt For Against



Affiliated Managers Group, Inc.






Auditors

Bristol-Myers Squibb Company




Ticker: BMY


Proposal Vote


1A Elect Director Peter J. Arduini Mgmt For For

1B Elect Director Robert J. Bertolini Mgmt For For

1C Elect Director Giovanni Caforio Mgmt For For

1D Elect Director Matthew W. Emmens Mgmt For For

1E Elect Director Michael Grobstein Mgmt For For

1F Elect Director Alan J. Lacy Mgmt For For

1G Elect Director Dinesh C. Paliwal Mgmt For For

1H Elect Director Theodore R. Samuels Mgmt For For

1I Elect Director Vicki L. Sato Mgmt For Against


1J Elect Director Gerald L. Storch Mgmt For For

1K Elect Director Karen H. Vousden Mgmt For For



Mgmt For For




Chevron Corporation




Ticker: CVX


Proposal Vote


1a Elect Director Wanda M. Austin Mgmt For For

1b Elect Director John B. Frank Mgmt For For

1c Elect Director Alice P. Gast Mgmt For For

1d Elect Director Enrique Hernandez, Jr. Mgmt For For

1e Elect Director Charles W. Moorman, IV Mgmt For For

1f Elect Director Dambisa F. Moyo Mgmt For For

1g Elect Director Debra Reed-Klages Mgmt For For

1h Elect Director Ronald D. Sugar Mgmt For Against


1i Elect Director Inge G. Thulin Mgmt For For

1j Elect Director D. James Umpleby, III Mgmt For For

1k Elect Director Michael K. Wirth Mgmt For For






4 Report on Human Right to Water SH Against For


5 Report on Plans to Reduce Carbon Footprint SH Against For

Aligned with Paris Agreement Goals

Blended Rationale: Climate change: A vote in favour is applied as LGIM supports proposals related to climate change as we consider this issue to be a material risk to companies.

6 Establish Environmental Issue Board SH Against For

Committee

Blended Rationale: Board Structure: E&S. A vote in favour is applied as LGIM considers such a committee to be beneficial to board discussions on environmental and social issues.


Chevron Corporation







Dollar General Corporation




Ticker: DG


Proposal Vote


1a Elect Director Warren F. Bryant Mgmt For For

1b Elect Director Michael M. Calbert Mgmt For For

1c Elect Director Sandra B. Cochran Mgmt For Against


1d Elect Director Patricia D. Fili-Krushel Mgmt For Against


1e Elect Director Timothy I. McGuire Mgmt For For

1f Elect Director William C. Rhodes, III Mgmt For For

1g Elect Director Ralph E. Santana Mgmt For For

1h Elect Director Todd J. Vasos Mgmt For For



Mgmt For Against




Exxon Mobil Corporation




Ticker: XOM


Proposal Vote


1.1 Elect Director Susan K. Avery Mgmt For For

1.2 Elect Director Angela F. Braly Mgmt For For

1.3 Elect Director Ursula M. Burns Mgmt For Against


1.4 Elect Director Kenneth C. Frazier Mgmt For Against


1.5 Elect Director Steven A. Kandarian Mgmt For For

1.6 Elect Director Douglas R. Oberhelman Mgmt For For

1.7 Elect Director Samuel J. Palmisano Mgmt For For

1.8 Elect Director Steven S Reinemund Mgmt For For

1.9 Elect Director William C. Weldon Mgmt For For

1.10 Elect Director Darren W. Woods Mgmt For For








5 Amend Bylaws - Call Special Meetings SH Against For

Blended Rationale: Shareholder rights: Vote in favour if proposal seeks to remove certain restrictions.

6 Disclose a Board Diversity and Qualifications SH Against For

Matrix


Exxon Mobil Corporation


7 Establish Environmental/Social Issue Board SH Against For

Committee

Blended Rationale: Board Structure: E&S. A vote in favour is applied as LGIM considers such a committee to be beneficial to board discussions on environmental and social issues.

8 Report on Risks of Petrochemical Operations SH Against Against

in Flood Prone Areas

Blended Rationale: LGIM has been engaging with Exxon Mobil as part of our Climate Impact Pledge and we continue to work with

the company to encourage them to prepare for a low-carbon economy.





Illumina, Inc.




Ticker: ILMN


Proposal Vote


1A Elect Director Frances Arnold Mgmt For For

1B Elect Director Francis A. deSouza Mgmt For For

1C Elect Director Susan E. Siegel Mgmt For For




Mgmt For For




Liberty Property Trust




Ticker: LPT



Liberty Property Trust

Proposal Vote


1.1 Elect Director Thomas C. DeLoach, Jr. Mgmt For For

1.2 Elect Director Katherine E. Dietze Mgmt For For

1.3 Elect Director Antonio F. Fernandez Mgmt For For

1.4 Elect Director Daniel P. Garton Mgmt For Withhold


1.5 Elect Director Robert G. Gifford Mgmt For For

1.6 Elect Director William P. Hankowsky Mgmt For For

1.7 Elect Director David L. Lingerfelt Mgmt For For

1.8 Elect Director Marguerite M. Nader Mgmt For For

1.9 Elect Director Lawrence D. Raiman Mgmt For For

1.10 Elect Director Fredric J. Tomczyk Mgmt For For



Mgmt For For


Marathon Oil Corporation




Ticker: MRO


Proposal Vote


1a Elect Director Gregory H. Boyce Mgmt For For

1b Elect Director Chadwick C. Deaton 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.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.

1c Elect Director Marcela E. Donadio Mgmt For For

1d Elect Director Jason B. Few Mgmt For For

1e Elect Director Douglas L. Foshee Mgmt For For


Marathon Oil Corporation

Proposal Vote


1f Elect Director M. Elise Hyland Mgmt For For

1g Elect Director Lee M. Tillman Mgmt For For

1h Elect Director J. Kent Wells Mgmt For For


Auditors

Mgmt For Against






SEI Investments Company




Ticker: SEIC


Proposal Vote


1a Elect Director Alfred P. West, Jr. Mgmt For For

1b Elect Director William M. Doran Mgmt For Against






Shopify Inc.

Meeting Date: 05/29/2019 Country: Canada Primary Security ID: 82509L107

Meeting Type: Annual Ticker: SHOP

Primary ISIN: CA82509L1076


Shopify Inc.

Proposal Vote


Meeting for Class A Subordinate Voting and Class B Multiple Voting Shareholders

Mgmt

1.1 Elect Director Tobias Luetke Mgmt For For

1.2 Elect Director Robert Ashe Mgmt For For

1.3 Elect Director Gail Goodman Mgmt For For

1.4 Elect Director Colleen Johnston Mgmt For For

1.5 Elect Director Jeremy Levine Mgmt For For

1.6 Elect Director John Phillips Mgmt For For


Remuneration


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

Cerner Corporation




Ticker: CERN



1a Elect Director Gerald E. Bisbee, Jr. Mgmt For Against

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.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.

1b Elect Director Linda M. Dillman Mgmt For Against


1c Elect Director George A. Riedel Mgmt For For

1d Elect Director R. Halsey Wise Mgmt For For


Cerner Corporation








DexCom, Inc.


Meeting Type: Annual Ticker: DXCM



1a Elect Director Steven R. Altman Mgmt For Against


1b Elect Director Barbara E. Kahn Mgmt For For

1c Elect Director Jay S. Skyler 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.Classified Board: A vote against is applied as LGIM supports a declassified board as directors should stand for re-election on an annual basis.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.




Mgmt For Against




eBay Inc.




Ticker: EBAY



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


1b Elect Director Anthony J. Bates Mgmt For For

1c Elect Director Adriane M. Brown Mgmt For For

1d Elect Director Jesse A. Cohn Mgmt For For

1e Elect Director Diana Farrell Mgmt For For

1f Elect Director Logan D. Green Mgmt For For

1g Elect Director Bonnie S. Hammer Mgmt For For

1h Elect Director Kathleen C. Mitic Mgmt For For

1i Elect Director Matthew J. Murphy Mgmt For For

1j Elect Director Pierre M. Omidyar Mgmt For For

1k Elect Director Paul S. Pressler Mgmt For For

1l Elect Director Robert H. Swan Mgmt For For

1m Elect Director Thomas J. Tierney Mgmt For For

1n Elect Director Perry M. Traquina Mgmt For For

1o Elect Director Devin N. Wenig Mgmt For For



Mgmt For Against



Auditors

Mgmt For For

4 Reduce Ownership Threshold for Shareholder

to Call Special Meetings

Mgmt For For




Equinix, Inc.




Ticker: EQIX


Proposal Vote


1.1 Elect Director Thomas Bartlett Mgmt For For

1.2 Elect Director Nanci Caldwell Mgmt For Withhold


1.3 Elect Director Gary Hromadko Mgmt For For

1.4 Elect Director Scott Kriens Mgmt For Withhold


1.5 Elect Director William Luby Mgmt For For

1.6 Elect Director Irving Lyons, III Mgmt For For

1.7 Elect Director Charles Meyers Mgmt For For

1.8 Elect Director Christopher Paisley Mgmt For For

1.9 Elect Director Peter Van Camp Mgmt For For



Mgmt For Against






Facebook, Inc.




Ticker: FB



Facebook, Inc.

Proposal Vote


1.1 Elect Director Peggy Alford Mgmt For For

1.2 Elect Director Marc L. Andreessen Mgmt For Withhold

Blended Rationale: Lapses in boardroom oversight and a dysfunctional governance structure have contributed to the controversies surrounding Facebook's business model and its social media platform, which have negatively impacted Facebook's brand and reputation, and placed shareholder value at risk. Accordingly, WITHHOLD votes for long-tenured audit and risk oversight committee member Marc Andreessen are warranted.

1.3 Elect Director Kenneth I. Chenault Mgmt For For

1.4 Elect Director Susan D. Desmond-Hellmann Mgmt For For

1.5 Elect Director Sheryl K. Sandberg Mgmt For Withhold

Blended Rationale: WITHHOLD votes from non-independent director nominees Mark Zuckerberg and Sheryl Sandberg due to the company's lack of a formal nominating committee.

1.6 Elect Director Peter A. Thiel Mgmt For For

1.7 Elect Director Jeffrey D. Zients Mgmt For For

1.8 Elect Director Mark Zuckerberg Mgmt For Withhold

Blended Rationale: WITHHOLD votes from non-independent director nominees Mark Zuckerberg and Sheryl Sandberg due to the company's lack of a formal nominating committee.




Mgmt For Against

Blended Rationale: A vote AGAINST the proposal is warranted. The CEO's security fees, already excessive in FY17, more than doubled for FY18, reaching a total of $20 million. Additionally, multiple problematic pay practices limited the effectiveness of the NEOs' compensation programs. Neither the short- nor the long-term programs utilize objective performance metrics, as only committee discretion was used to determine payouts. Furthermore, equity awards completely lack performance criteria, and the company continued its practice of awarding NEOs outsized equity grants.

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

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

5 Approve Recapitalization Plan for all Stock to SH Against For





7 Require a Majority Vote for the Election of SH Against For

Directors

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.


Facebook, Inc.


8 Disclose Board Diversity and Qualifications SH Against For

Matrix

Blended Rationale: A vote against was applied, as the company does not appear to be lagging its peers by not disclosing a board diversity and qualifications matrix. Furthermore, disclosing nominees' ideological perspectives is not a standard industry procedure.

9 Report on Content Governance SH Against Against

10 Report on Global Median Gender Pay Gap SH Against For


11 Prepare Employment Diversity Report and SH

Report on Diversity Policies

Against Against

12 Study Strategic Alternatives Including Sale of SH

Assets

Against Against

Gartner, Inc.




Ticker: IT


Proposal Vote


1a Elect Director Peter E. Bisson Mgmt For For

1b Elect Director Richard J. Bressler Mgmt For For

1c Elect Director Raul E. Cesan Mgmt For For

1d Elect Director Karen E. Dykstra Mgmt For For

1e Elect Director Anne Sutherland Fuchs Mgmt For Against


1f Elect Director William O. Grabe Mgmt For Against


1g Elect Director Eugene A. Hall Mgmt For For

1h Elect Director Stephen G. Pagliuca Mgmt For For

1i Elect Director Eileen Serra Mgmt For For

1j Elect Director James C. Smith Mgmt For For


Gartner, Inc.







Invitation Homes, Inc.




Ticker: INVH



1.1 Elect Director Bryce Blair Mgmt For Withhold


1.2 Elect Director Dallas B. Tanner Mgmt For For

1.3 Elect Director Jana Cohen Barbe Mgmt For For

1.4 Elect Director Richard D. Bronson Mgmt For For

1.5 Elect Director Kenneth A. Caplan Mgmt For For

1.6 Elect Director Michael D. Fascitelli Mgmt For For

1.7 Elect Director Robert G. Harper Mgmt For For

1.8 Elect Director Jeffrey E. Kelter Mgmt For For

1.9 Elect Director John B. Rhea Mgmt For For

1.10 Elect Director Janice L. Sears Mgmt For For

1.11 Elect Director William J. Stein Mgmt For For

1.12 Elect Director Barry S. Sternlicht Mgmt For Withhold





Mgmt For For



IPG Photonics Corporation




Ticker: IPGP


Proposal Vote


1.1 Elect Director Valentin P. Gapontsev Mgmt For For

1.2 Elect Director Eugene A. Scherbakov Mgmt For For

1.3 Elect Director Igor Samartsev Mgmt For For

1.4 Elect Director Michael C. Child Mgmt For For

1.5 Elect Director Gregory P. Dougherty Mgmt For For

1.6 Elect Director Henry E. Gauthier Mgmt For For

1.7 Elect Director Catherine P. Lego Mgmt For Against

Blended Rationale: Remuneration: A vote against has been applied as LGIM expects companies to obtain annual shareholder approval of executive directors’ pay and non-executive directors’ 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.

1.8 Elect Director Eric Meurice Mgmt For For

1.9 Elect Director John R. Peeler Mgmt For For

1.10 Elect Director Thomas J. Seifert Mgmt For For



Plan

Mgmt For For

Liberty Media Corporation




Ticker: FWONA



1.1 Elect Director John C. Malone Mgmt For Withhold



Liberty Media Corporation


Proponent

Mgmt Rec Vote

Instruction

1.2 Elect Director Robert R. Bennett Mgmt For For

1.3 Elect Director M. Ian G. Gilchrist 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.Remuneration: A vote against has been applied as LGIM expects companies to obtain annual shareholder approval of executive directors’ pay and non-executive directors’ 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.WITHHOLD votes are warranted for compensation committee member M. Ian G. Gilchrist due to numerous ongoing pay program concerns. Namely, the CEO's employment agreement guarantees annual increases in long-term incentive opportunities and incorporates only minimal performance-contingent pay elements. In addition, the CEO received an out-sized pay package that is primarily based on the compensation committee's discretionary assessment of performance.WITHHOLD votes are warranted for Audit Committee member M. Ian Gilchrist for the ongoing significant pledging activity and concerns regarding risk oversight.

2 Ratify KPMG LLP as Auditors Mgmt

Qurate Retail, Inc.

For For




Ticker: QRTEA


Proposal Vote


1.1 Elect Director John C. Malone Mgmt For Withhold


1.2 Elect Director M. Ian G. Gilchrist Mgmt For For

1.3 Elect Director Mark C. Vadon 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.WITHHOLD votes are warranted for Mark Vadon for serving as a non-independent member of certain key board committees.WITHHOLD votes are warranted for compensation committee members Mark Vadon and Andrea Wong, in light of a pay-for-performance misalignment that lacks sufficient mitigating factors. Performance award payouts are entirely dependent on annual performance, with no aspect of the regular-cycle incentive program tied to multi-year performance conditions, and a significant portion of awards are determined based on subjective individual performance assessments. While the CEO's one-time performance RSUs vest after 18 months, performance metrics and goals are not disclosed.

1.4 Elect Director Andrea L. Wong Mgmt For Withhold

Blended Rationale: WITHHOLD votes are warranted for compensation committee members Mark Vadon and Andrea Wong, in light of a pay-for-performance misalignment that lacks sufficient mitigating factors. Performance award payouts are entirely dependent on annual performance, with no aspect of the regular-cycle incentive program tied to multi-year performance conditions, and a significant portion of awards are determined based on subjective individual performance assessments. While the CEO's one-time performance RSUs vest after 18 months, performance metrics and goals are not disclosed.



Raytheon Company




Ticker: RTN


Proposal Vote


1a Elect Director Tracy A. Atkinson Mgmt For For

1b Elect Director Robert E. Beauchamp Mgmt For For

1c Elect Director Adriane M. Brown Mgmt For For

1d Elect Director Stephen J. Hadley Mgmt For Against


1e Elect Director Thomas A. Kennedy Mgmt For For

1f Elect Director Letitia A. Long Mgmt For For

1g Elect Director George R. Oliver Mgmt For For

1h Elect Director Dinesh C. Paliwal Mgmt For For

1i Elect Director Ellen M. Pawlikowski Mgmt For For

1j Elect Director William R. Spivey Mgmt For Against


1k Elect Director Marta R. Stewart Mgmt For For

1l Elect Director James A. Winnefeld, Jr. Mgmt For For

1m Elect Director Robert O. Work Mgmt For For



Mgmt For For



Auditors

Mgmt For Against


SL Green Realty Corp.




Ticker: SLG



SL Green Realty Corp.


1a Elect Director John H. Alschuler Mgmt For Against


1b Elect Director Edwin T. Burton, III Mgmt For Against


1c Elect Director Lauren B. Dillard Mgmt For For

1d Elect Director Stephen L. Green Mgmt For For

1e Elect Director Craig M. Hatkoff Mgmt For Against


1f Elect Director Andrew W. Mathias Mgmt For For



Mgmt For For


Targa Resources Corp.




Ticker: TRGP



1.1 Elect Director Waters S. Davis, IV Mgmt For Against


1.2 Elect Director Rene R. Joyce Mgmt For For

1.3 Elect Director Chris Tong Mgmt For Against



Auditors


Targa Resources Corp.

Proposal




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.A vote AGAINST this proposal is warranted. Target pay levels continued to increase while performance largely declined, and resulted in high total pay relative to company-selected peers. Annual bonuses are entirely discretionary and were driven higher by increases in base salary and target bonus opportunities. Likewise, long-term incentives are based on annual relative TSR results and similar to the short-term program, target incentive values increased significantly. While half of the equity grant is performance-contingent, awards may be earned based on annual relative TSR performance, which negates the purpose of incentivizing sustained, long-term growth. Finally, the committee approved a $4 million time-based RSU retention grant, which vests in full over a relatively short period of two years and lacks performance conditions. Investors generally prefer that special grants occur infrequently and when they are approved, subject to performance vesting criteria.

Lowe's Companies, Inc.




Ticker: LOW


Proposal Vote


1.1 Elect Director Raul Alvarez Mgmt For For

1.2 Elect Director David H. Batchelder Mgmt For For

1.3 Elect Director Angela F. Braly Mgmt For For

1.4 Elect Director Sandra B. Cochran Mgmt For Withhold


1.5 Elect Director Laurie Z. Douglas Mgmt For For

1.6 Elect Director Richard W. Dreiling Mgmt For Withhold


1.7 Elect Director Marvin R. Ellison Mgmt For For

1.8 Elect Director James H. Morgan Mgmt For For

1.9 Elect Director Brian C. Rogers Mgmt For For

1.10 Elect Director Bertram L. Scott Mgmt For For

1.11 Elect Director Lisa W. Wardell Mgmt For For

1.12 Elect Director Eric C. Wiseman Mgmt For For


Lowe's Companies, Inc.





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.



Zions Bancorporation, National Association




Ticker: ZION


Proposal Vote


1A Elect Director Jerry C. Atkin Mgmt For For

1B Elect Director Gary L. Crittenden Mgmt For For

1C Elect Director Suren K. Gupta Mgmt For For

1D Elect Director J. David Heaney Mgmt For For

1E Elect Director Vivian S. Lee Mgmt For Against


1F Elect Director Scott J. McLean Mgmt For For

1G Elect Director Edward F. Murphy Mgmt For For

1H Elect Director Stephen D. Quinn Mgmt For Against


1I Elect Director Harris H. Simmons Mgmt For For

1J Elect Director Aaron B. Skonnard Mgmt For For

1K Elect Director Barbara A. Yastine Mgmt For For




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.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.


Zions Bancorporation, National Association

