Voting Summary May 2021
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Voting summary May 2021 Vote Summary Report Date range covered: 05/01/2021 to 05/31/2021 Berkshire Hathaway Inc. Meeting Date: 05/01/2021 Country: USA Meeting Type: Annual Ticker: BRK.B Proposal Vote Number Proposal Text Mgmt Rec Instruction 1.1 Elect Director Warren E. Buffett For Withhold Blended Rationale: WITHHOLD votes for compensation committee members Susan (Sue) Decker, David Gottesman, Walter Scott Jr., and Meryl Witmer are warranted in the absence of a management say-on-pay proposal. CEO Buffett's compensation continues to be minimal, but two NEOs each continue to receive base salaries of $16.0 million, which are some of the largest base salaries paid to any executive at a U.S. public company, and overall executive pay lacks a measurable link to company performance. Pay disclosure continues to be minimal, leaving shareholders with little information to assess decisions regarding, or committee oversight of, compensation determinations for executives.WITHHOLD votes for the company's CEO and board chair Warren Buffett are warranted as a signal to the board that stronger independent oversight and board management of climate risks at the company are necessary. The company's BHE subsidiary is a laggard in its industry as it does not set near-term and long-term GHG emissions targets, commit to being net-zero by 2050, or report its climate-related risks and opportunities along TCFD guidelines.A vote FOR the remaining director nominees is warranted. 1.2 Elect Director Charles T. Munger For For 1.3 Elect Director Gregory E. Abel For For 1.4 Elect Director Howard G. Buffett For For 1.5 Elect Director Stephen B. Burke For For 1.6 Elect Director Kenneth I. Chenault For For 1.7 Elect Director Susan L. Decker For Withhold Blended Rationale: WITHHOLD votes for compensation committee members Susan (Sue) Decker, David Gottesman, Walter Scott Jr., and Meryl Witmer are warranted in the absence of a management say-on-pay proposal. CEO Buffett's compensation continues to be minimal, but two NEOs each continue to receive base salaries of $16.0 million, which are some of the largest base salaries paid to any executive at a U.S. public company, and overall executive pay lacks a measurable link to company performance. Pay disclosure continues to be minimal, leaving shareholders with little information to assess decisions regarding, or committee oversight of, compensation determinations for executives.WITHHOLD votes for the company's CEO and board chair Warren Buffett are warranted as a signal to the board that stronger independent oversight and board management of climate risks at the company are necessary. The company's BHE subsidiary is a laggard in its industry as it does not set near-term and long-term GHG emissions targets, commit to being net-zero by 2050, or report its climate-related risks and opportunities along TCFD guidelines.A vote FOR the remaining director nominees is warranted. 1.8 Elect Director David S. Gottesman For Withhold Blended Rationale: WITHHOLD votes for compensation committee members Susan (Sue) Decker, David Gottesman, Walter Scott Jr., and Meryl Witmer are warranted in the absence of a management say-on-pay proposal. CEO Buffett's compensation continues to be minimal, but two NEOs each continue to receive base salaries of $16.0 million, which are some of the largest base salaries paid to any executive at a U.S. public company, and overall executive pay lacks a measurable link to company performance. Pay disclosure continues to be minimal, leaving shareholders with little information to assess decisions regarding, or committee oversight of, compensation determinations for executives.WITHHOLD votes for the company's CEO and board chair Warren Buffett are warranted as a signal to the board that stronger independent oversight and board management of climate risks at the company are necessary. The company's BHE subsidiary is a laggard in its industry as it does not set near-term and long-term GHG emissions targets, commit to being net-zero by 2050, or report its climate-related risks and opportunities along TCFD guidelines.A vote FOR the remaining director nominees is warranted. 1.9 Elect Director Charlotte Guyman For For 1.10 Elect Director Ajit Jain For For 1.11 Elect Director Thomas S. Murphy For For Vote Summary Report Date range covered: 05/01/2021 to 05/31/2021 Berkshire Hathaway Inc. Proposal Vote Number Proposal Text Mgmt Rec Instruction 1.12 Elect Director Ronald L. Olson For For 1.13 Elect Director Walter Scott, Jr. For Withhold Blended Rationale: WITHHOLD votes for compensation committee members Susan (Sue) Decker, David Gottesman, Walter Scott Jr., and Meryl Witmer are warranted in the absence of a management say-on-pay proposal. CEO Buffett's compensation continues to be minimal, but two NEOs each continue to receive base salaries of $16.0 million, which are some of the largest base salaries paid to any executive at a U.S. public company, and overall executive pay lacks a measurable link to company performance. Pay disclosure continues to be minimal, leaving shareholders with little information to assess decisions regarding, or committee oversight of, compensation determinations for executives.WITHHOLD votes for the company's CEO and board chair Warren Buffett are warranted as a signal to the board that stronger independent oversight and board management of climate risks at the company are necessary. The company's BHE subsidiary is a laggard in its industry as it does not set near-term and long-term GHG emissions targets, commit to being net-zero by 2050, or report its climate-related risks and opportunities along TCFD guidelines.A vote FOR the remaining director nominees is warranted. 1.14 Elect Director Meryl B. Witmer For Withhold Blended Rationale: WITHHOLD votes for compensation committee members Susan (Sue) Decker, David Gottesman, Walter Scott Jr., and Meryl Witmer are warranted in the absence of a management say-on-pay proposal. CEO Buffett's compensation continues to be minimal, but two NEOs each continue to receive base salaries of $16.0 million, which are some of the largest base salaries paid to any executive at a U.S. public company, and overall executive pay lacks a measurable link to company performance. Pay disclosure continues to be minimal, leaving shareholders with little information to assess decisions regarding, or committee oversight of, compensation determinations for executives.WITHHOLD votes for the company's CEO and board chair Warren Buffett are warranted as a signal to the board that stronger independent oversight and board management of climate risks at the company are necessary. The company's BHE subsidiary is a laggard in its industry as it does not set near-term and long-term GHG emissions targets, commit to being net-zero by 2050, or report its climate-related risks and opportunities along TCFD guidelines.A vote FOR the remaining director nominees is warranted. 2 Report on Climate-Related Risks and Against For Opportunities Blended Rationale: A vote FOR this resolution is warranted, as an assessment of the company s climate-related risks and opportunities would allow shareholders to better understand how the company is managing systemic risks posed by climate change and the transition to a low carbon economy. 3 Publish Annually a Report Assessing Diversity Against For and Inclusion Efforts Blended Rationale: A vote FOR this resolution is warranted due to:- the absence of information regarding comprehensive company diversity-related policies, programs or metrics; and- the potential benefits for shareholders of increased reporting of diversity-related efforts and program effectiveness. Aflac Incorporated Meeting Date: 05/03/2021 Country: USA Meeting Type: Annual Ticker: AFL Proposal Vote Number Proposal Text Mgmt Rec Instruction 1a Elect Director Daniel P. Amos For For 1b Elect Director W. Paul Bowers For For 1c Elect Director Toshihiko Fukuzawa For For Vote Summary Report Date range covered: 05/01/2021 to 05/31/2021 Aflac Incorporated Proposal Vote Number Proposal Text Mgmt Rec Instruction 1d Elect Director Thomas J. Kenny For For 1e Elect Director Georgette D. Kiser For For 1f Elect Director Karole F. Lloyd For For 1g Elect Director Nobuchika Mori For For 1h Elect Director Joseph L. Moskowitz For For 1i Elect Director Barbara K. Rimer For For 1j Elect Director Katherine T. Rohrer For For 1k Elect Director Melvin T. Stith For For 2 Advisory Vote to Ratify Named Executive For For Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Carvana Co. Meeting Date: 05/03/2021 Country: USA Meeting Type: Annual Ticker: CVNA Proposal Vote Number Proposal Text Mgmt Rec Instruction 1.1 Elect Director Ernest Garcia, III For Withhold Blended Rationale: WITHHOLD votes are warranted for director nominees Ernest (Ernie) Garcia III and Ira Platt given the problematic capital structure and 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 impacts shareholder rights. 1.2 Elect Director Ira Platt For Withhold Blended Rationale: WITHHOLD votes are warranted for director nominees Ernest (Ernie) Garcia III and Ira Platt given the problematic capital structure and 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 impacts shareholder rights. 2 Approve Qualified Employee Stock Purchase For For Plan 3 Ratify Grant Thornton LLP as Auditors For For 4 Advisory Vote to Ratify Named Executive For For Officers' Compensation Vote Summary Report Date range covered: 05/01/2021 to 05/31/2021 Eli Lilly and Company Meeting Date: 05/03/2021 Country: USA Meeting Type: Annual Ticker: LLY Proposal Vote Number Proposal Text Mgmt Rec Instruction 1a Elect Director Katherine Baicker For For 1b Elect Director J.