2017 Annual Corporate  Governance Review

> Annual Meetings > Shareholder Proposals > Say-on-Pay Votes

2017 Annual Corporate  Governance Review

> Annual Meetings > Shareholder Proposals > Say-on-Pay Votes This page intentionally left blank. Contents

Executive Summary & Acknowledgements 4 Methodology 6

PART 1 – SHAREHOLDER PROPOSAL VOTING RESULTS Figure 1 Corporate Governance Proposals Submitted – 2013 to 2017 (Chart) 8 Figure 2 Corporate Governance Proposals Voted On – 2013 to 2017 (Chart) 8 Figure 3 Corporate Governance Proposals Voted On – 2013 to 2017 (Table) 8 Figure 4 Summary Average Voting Results for Selected Proposals – 2017 (Table) 9 Figure 5 Proposals Relating to Board Issues – 2013 to 2017 (Chart and Table) 10 Figure 6 Proposals Relating to Shareholder Rights – 2013 to 2017 (Chart and Table) 10 Figure 7 Proposals Relating to Proxy Access – 2016 and 2017 (Chart and Table) 11 Figure 8 Sponsorship of Corporate Governance Proposals – 2016 and 2017 (Table) 12 Figure 9 Shareholder Proposal Voting Results Sorted by Company – 2017 (Table) 13 Figure 10 Shareholder Proposal Voting Results Sorted by Proposal – 2017 (Table) 18 Figure 11 Shareholder Proposal Voting Results Sorted by Sponsor – 2017 (Table) 23

PART 2 – SELECTED SHAREHOLDER PROPOSALS – ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Figure 12 Shareholder Proposals – Board Diversity, Voting Results – 2017 (Table) 30 Figure 13 Shareholder Proposals – Political Contributions, Voting Results – 2017 (Table) 30 Figure 14 Shareholder Proposals – Gender Pay Gap, Voting Results – 2017 (Table) 32 Figure 15 Shareholder Proposals – Sustainability, Voting Results – 2017 (Table) 32 Figure 16 Shareholder Proposals – Environmental, Voting Results – 2017 (Table) 32 Figure 17 Shareholder Proposals – Climate Change, Voting Results – 2017 (Table) 33 Figure 18 Institutional Investor Voting Data, Select Climate Change Proposals – 2017 (Table) 34

PART 3 – MANAGEMENT PROPOSAL – ADVISORY VOTE ON EXECUTIVE COMPENSATION

Figure 19 Voting Results for the S&P 500 Index – 2017 (Table) 40

2017 Annual Corporate Governance Review > 3 Executive Summary and Acknowledgements

We are pleased to present the 2017 Annual Corporate greater support from foreign institutional investors than U.S.- Governance Review. based institutions. In light of the policy changes discussed above, this disparity appears to be diminishing. This year a majority of This year Georgeson partnered with Proxy Insight on the the investors detailed in Figure 18 voted “For” these proposals. coordination of voting data and analytics. Proxy Insight was instrumental in sourcing the annual meeting and proxy data Board Diversity contained in this report. In 2017 there was additional governance focus and heightened

The 2017 report provides a comprehensive review of relevant media attention on board diversity. This year, investors voted corporate governance issues, a detailed analysis of shareholder on nine proposals related to board diversity, which represents proposal voting patterns and an extensive list of say-on-pay an increase from previous years — four in 2015 and five in 2016. results. Also of note, in one instance in 2017, the shareholder proposal received majority support, while no such proposals received Based on recent reader feedback and trends in the market, we majority support in prior years. We believe this issue will receive expanded our substantive review of environmental, social and considerable additional attention in 2018. governance shareholder proposals that went to a vote in 2017. Please see Part 2 for voting results broken out by proposal Average Majority Support for Shareholder Proposals category. This year we are providing three additional proposal- Shareholder proposals relating to the following three topics type tables and a new chart detailing voting decisions by received 50 percent support, or more, on average: institutional investors related to climate change. 1) Require majority vote to elect directors

In our opinion, the following topics played a prominent role in 2) Eliminate or reduce supermajority provisions the 2017 U.S. proxy season: 3) Enact proxy access

Climate Change Please see Figure 4 for further details. Significantly, during 2017, a number of prominent institutional Independent Board Chair/Separate Chair-CEO investors — including BlackRock, Vanguard and Fidelity — changed their voting policies on climate change matters As highlighted in Figure 5, “Proposals Relating to Board Issues – and are now more supportive of certain shareholder- 2013 to 2017,” there have been fewer proposals for independent sponsored proposals on this topic. Partially as a consequence board chair/separate chair-CEO. This trend appears to be of these changing investor attitudes, this year climate driven by more investors accepting a lead director with robust change shareholder proposals received majority support responsibilities, rather than separation, as demonstrating at three companies. Please see Figure 17, which includes a appropriate independent leadership. comprehensive list of climate change shareholder proposals, Right to Call a Special Meeting sorted by company. There has been a significant increase in shareholder proposals In Figure 18 we have provided a review of 2017 voting results to allow shareholders the right to call a special meeting of the on this matter for a wide range of U.S.-based and foreign company. This increase is largely the result of two prominent institutional investors. Historically, many shareholder-sponsored types of institutional investors — public pension funds and labor proposals relative to climate change have attracted significantly union-sponsored retirement plans. Both types of investors

4 > Georgeson | Proxy Insight have stated they view the ability to call a special meeting as a About Proxy Insight fundamental shareholder right. The funds have made progress Since launching in April 2014, Proxy Insight has become the in securing other rights — for example, the adoption of proxy world’s leading source of information on global shareholder access and the de-staggering of corporate boards. Their success voting. The company was founded by investor relations and data in these campaigns has led to a shift in focus to other issues business specialists Nick Dawson and Nick Arnott. While Proxy of significance. Please see Figure 6,”Proposals Relating to Insight is currently based in the UK and U.S., our operations are Shareholder Rights – 2013 to 2017” for more detail. truly global in scope with clients spanning five continents. These clients are not only large investment managers, but also include Proxy Access: Enact or “Fix-it” small advisory firms, compensation consultants, bulge bracket Proposals to enact proxy access decreased from 2016 to 2017, investment banks and academic institutions. We are closely while “fix-it” proposals within the S&P 1500 increased over the linked to our sister company, Activist Insight, which specializes in same time, from two to 23. Due to pressure from investors, providing unmatched intelligence to professionals in the global an increasing number of companies have adopted proxy activist investment space. Activist Insight was founded in 2012 access rules, which has led to less demand for proxy access by Nick Arnott and Kerry Pogue. For more information, visit proposals. However, some shareholders believe the company- www.proxyinsight.com. adopted proposals are unnecessarily restrictive. Consequently, some investors have sponsored measures to fix or modify Acknowledgements: the company-adopted proposal to make it more shareholder- >> Seon Barbera, Computershare friendly. In contrast to certain other types of shareholder- >> Nathan Busch, Computershare sponsored proposals discussed above, individual shareholders are often the sponsors of the fix-it proposals, rather than >> Don Cassidy, Georgeson institutional investors. Please see figure 7, ”Proposals Relating to >> Nick Dawson, Proxy Insight

Proxy Access – 2016 and 2017” for more detail. >> Seth Duppstadt, Proxy Insight

About Georgeson >> Rajeev Kumar, Georgeson

Established in 1935, Georgeson is the world’s foremost >> Michael Maiolo, Georgeson provider of strategic shareholder services to corporations and >> Aaron Miller, Georgeson shareholder groups working to influence corporate strategy. >> Brigid Cremin Rosati, Georgeson We offer unsurpassed advice and representation for annual >> Conor Sheehan, Georgeson meetings, mergers and acquisitions, proxy contests and other extraordinary transactions. Our core proxy expertise Availability of Georgeson’s Database for Academic is enhanced with and complemented by our strategic Research and Other Purposes consulting services, including solicitation strategy, shareholder With more than 30 years of historical information related to U.S. identification, corporate governance analysis, vote projections shareholder proposals and corporate governance matters, we and insight into investor ownership and voting profiles. Our local have a uniquely comprehensive database of shareholder activity. presence and global footprint allow us to analyze and mitigate We would be happy to collaborate with interested parties and operational risk associated with various corporate actions academics who wish to leverage this historical database. worldwide. For more information, visit www.georgeson.com.

2017 Annual Corporate Governance Review > 5 Methodology

For the research and data collection for the Annual Corporate Governance Review this year, Georgeson partnered with Proxy Insight.

Management and Shareholder Proposals Georgeson, in partnership with Proxy Insight, surveyed companies that: 1) are a member of the S&P Composite 1500 Index and 2) held an annual meeting July 1, 2016 through June 30, 2017. We obtained the number of votes cast for, against, withheld, abstained and broker non-votes from our research partner, Proxy Insight, using publicly available sources.

We then calculated for each proposal: > The votes cast for and against as a percentage of the total number of shares voted for on each proposal. > The votes cast for and against as a percentage of the company’s total voting power.

We illustrated the trends in proposal sponsorship and graphed the voting results for major governance, environmental and social issues.

Finally, in the past the report data was from S&P 1500 companies whose meeting occurred between January 1 through June 30 of that particular year. This year we have expanded our data set; 2017 data is from S&P 1500 company annual meetings from July 1, 2016 through June 30, 2017. This is true for all data presented herein, unless otherwise noted.

Other Notes Proxy Insight and Georgeson’s data collection and calculation methodologies ensure the accuracy and comparability of our statistics from company to company and from year to year. We thereby avoid the anomalies that result from companies’ and sponsors’ inconsistent treatment of abstentions and broker non-votes.

Information on shareholder proposals withdrawn or omitted was compiled with data from ISS Corporate Solutions.

Calculations of percentage of votes cast may not equal 100 percent due to rounding.

Georgeson has collected and published statistics on corporate governance proposals since 1987, the year institutional investors first sponsored shareholder proposals. If you have any questions for Georgeson, please call (212) 440-9800 or email [email protected].

If you have any questions for Proxy Insight, please call (646) 513-4141 or email [email protected].

6 > Georgeson | Proxy Insight Part 1 > Shareholder Proposal Voting Results Figure 1 Figure 2 Corporate Governance Proposals Submitted – 2013 to 2017 Corporate Governance Proposals Voted On – 2013 to 2017

500500 400400

400400 30300 0

30300 0 oposals oposals oposals oposals

Pr Pr Pr Pr 20200 0

20200 0 Number of Number of Number of Number of

100100 100100 9 9 2 2 8 8 1 1 3 3 6 6 4 4 9 9 8 8 44 44 43 43 46 46 41 41 35 35 26 26 24 24 333 333 26 26 22 22 0 0 0 0 20132013****20142014****20152015****20162016****20172017* * 20132013****20142014****20152015****20162016****20172017* *

*2017 data is from S&P 1500 company annual meetings from July 1, 2016 to June 30, 2017. This is true for all data presented herein, unless otherwise noted. **2013-2016 data is from S&P 1500 company annual meetings from January 1 to June 30 of that particular year.

Figure 3 Corporate Governance Proposals Voted On – 2013 to 2017

Proposal Type 2013 % 2014 % 2015 % 2016 % 2017 %

Board-Related 84 31.9% 96 38.6% 83 24.9% 61 22.9% 53 24.0% Executive Compensation- 83 31.6% 61 24.5% 71 21.3% 54 20.3% 32 14.5% Related Shareholder Right to Act 26 9.9% 27 10.8% 35 10.5% 17 6.4% 14 6.3% By Written Consent Special Meetings 10 3.8% 10 4.0% 19 5.7% 16 6.0% 24 10.9% Supermajority Provision 15 5.7% 9 3.6% 11 3.3% 13 4.9% 9 4.1% Proxy Access 11 4.2% 13 5.2% 72 21.6% 63 23.7% 49 22.2% Vote Counting Standard to 0 0.0% 0 0.0% 7 2.1% 6 2.3% 11 5.0% Exclude Abstentions Eliminate Dual Class Stock 5 1.9% 5 2.0% 8 2.4% 9 3.4% 8 3.6% Other 29 11.0% 28 11.2% 27 8.1% 27 10.2% 21 9.5% Total 263 100.0% 249 100.0% 333 100.0% 266 100.0% 221 100.0%

8 > Georgeson | Proxy Insight Figure 4 Corporate Governance Proposals – Summary Average Voting Results for Selected Proposals, 2017 Annual Meeting Season

Number of As Percentage of Votes Cast As Percentage of Shares Outstanding Proposal Type Proposals For Against Abstain For Against Abstain Non-Vote

Board-Related (does not inclue Proxy Access 53 33.2% 65.2% 1.6% 25.4% 50.1% 1.3% 12.0% proposals — see bottom of the table)

>> Independent Board Chairman/Separate Chair-CEO 39 30.1% 69.0% 1.0% 22.8% 53.0% 0.7% 11.6%

>> Majority Vote to Elect Directors 10 54.0% 41.8% 4.2% 42.4% 32.7% 3.7% 13.1%

>> Have Implemented a Form of Majority Voting 2 47.6% 51.3% 1.1% 36.6% 38.8% 0.8% 14.5%

>> Have Not Implemented a Form of Majority Voting 8 55.6% 39.5% 4.9% 43.8% 31.2% 4.4% 12.7%

Executive Compensation 32 21.0% 77.2% 1.8% 16.2% 59.2% 1.4% 12.3%

>> Include Sustainability as a Performance Measure 5 13.9% 82.0% 4.1% 11.4% 65.7% 3.2% 10.7% for Senior Executive Compensation

>> Amend Clawback Policy 5 14.8% 83.7% 1.5% 10.5% 61.2% 1.1% 14.5% *2017 data is from S&P 1500 company annual meetings from July 1, 2016 to June 30, 2017. This is true for all data presented herein, unless otherwise noted. **2013-2016 data is from S&P 1500 company annual meetings from January 1 to June 30 of that particular year. >> Pro-rata Vesting of Equity Awards 5 35.7% 63.8% 0.5% 28.4% 50.8% 0.4% 11.1%

>> Stock Retention/Holding Period 4 27.6% 71.4% 1.0% 18.6% 49.1% 0.6% 20.3%

>> Report on Proxy Voting and Executive Compensation 3 3.7% 93.8% 2.5% 2.9% 74.4% 2.0% 8.8%

Shareholder Right To Act By Written Consent 14 44.9% 54.1% 1.0% 35.3% 42.0% 0.8% 9.0%

Shareholder Right To Call Special Meeting 24 41.5% 57.8% 0.7% 31.5% 43.6% 0.5% 12.6%

Eliminate or Reduce Supermajority Provision 9 74.7% 24.8% 0.6% 61.0% 20.4% 0.4% 5.7%

Eliminate Dual Class Stock 8 31.2% 68.1% 0.7% 26.3% 56.8% 0.5% 6.0%

Vote Counting Standard to Exclude Abstentions 11 8.8% 90.7% 0.5% 6.9% 71.6% 0.4% 10.5%

Proxy Access — Enact 26 60.4% 38.6% 0.9% 49.1% 31.9% 0.8% 7.9%

Proxy Access — Fix-It 23 28.5% 70.3% 1.2% 21.7% 53.9% 0.9% 11.6%

2017 Annual Corporate Governance Review > 9 Figure 5 Proposals Relating to Board Issues – 2013 to 2017

60

50

6040 oposals Pr 5030

Independent Board Chairman / 4020 oposals Separate Chair-CEO Number of Pr 3010 Majority Vote to Elect Directors 53 20 59 24 58 7 43 8 39 10 200 Number of 2013 2014 2015 2016 2017 10 53 20 59 24 58 7 43 8 39 10 0 2013 2014 2015 2016 2017

Average % of Shareholder Support — Based on Votes Cast

2013 2014 2015 2016 2017 Independent Board Chairman / Separate Chair-CEO 31% 31% 30% 29% 30% Majority Vote to Elect Directors 59% 57% 66% 51% 54%

Figure 6 Proposals Relating to Shareholder Rights – 2013 to 2017

40

30 40

Shareholder Right to Act by oposals

Written Consent Pr 20 Shareholder Right to Call 30 Special Meeting oposals Number of 10 Pr 20 26 10 27 10 35 15 17 16 14 24 0 Number of 10 2013 2014 2015 2016 2017 26 10 27 10 35 15 17 16 14 24 0 Average % of Shareholder Support — Based on Votes Cast 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017 Shareholder Right to Act by Written Consent 40% 38% 39% 41% 45% Shareholder Right to Call Special Meeting 42% 42% 43% 43% 42%

10 > Georgeson | Proxy Insight Figure #7 >Proposals Name Relating to Proxy Access – 2016 and 2017

70

60

50

oposals 40 Pr

30 Number of 20

10 2 63 61 26 23 49 2 0 2016 2017

Total Proxy Access Proposals Enact Proxy Access Fix-it Proxy Access

2016 2017 Average Average Passed Failed Support Passed Failed Support Total Proposals 31 32 50.0% Total Proposals 19 30 45.4% – Enact Proposals 31 30 50.3% – Enact Proposals 19 7 60.4% – Fix-it Proposals 0 2 41.9% – Fix-it Proposals 0 23 28.5%

2017 Annual Corporate Governance Review > 11 Figure 8 > Sponsorship of Governance Proposals – 2016 and 2017

2016 2017 2016 2017 Labor Unions (11.3%*) 36 25 Other Shareholder Groups (10.0%*) 30 22 Amalgamated Bank (Longview) 2 1 Arjuna Capital/Baldwin Brothers Inc. 2 0 American Federation of Labor and Congress As You Sow Foundation 3 0 9 2 of Industrial Organizations (AFL-CIO) Calvert Asset Management Co. 1 0 Association of BellTel Retirees Inc. 0 1 Clean Yield Asset Management 2 1 CtW Investment Group 0 1 Comerica Bank & Trust 1 0 International Brotherhood of Dupont Workers 1 0 Equality Network Foundation 2 4 International Brotherhood of Electrical 4 3 Greenlight Capital Inc. 0 2 Workers (IBEW) Graphic Comm. Conference 1 0 International Brotherhood of Teamsters 7 7 (Teamsters) Harrington Investments 1 0 Reserve Fund of the American Federation of Heartland Initiative Inc. 0 1 0 1 Labor and Congress of Industrial Organizations Humane Society of the United States 2 3 Service Employees International Union 1 1 Investor Voice 0 1 Sheet Metal Workers’ National Pension Fund 0 1 Marco Consulting Group Trust 4 2 Southwest Regional Council of Carpenters 1 1 Newground Social Investment 5 0 Pension Fund Mercy For Animals 0 1 Trowel Trades S&P Index Fund 1 1 Needmor Fund 0 1 UAW 6 3 Northstar Asset Management 3 1 UNITE HERE 2 1 Organization United For Respect 0 1 United Brotherhood of Carpenters and Joiners 1 0 of America (UBCJA) Sonen Capital 0 1 United Media Guild 0 1 The Stephen M. Silberstein Revocable Trust 1 2 Utility Workers of America (UWA) 1 0 Sum of Us 0 1 Walden Asset Management 1 0

Public Pensions (12.2%*) 25 27 Zevin Asset Management 1 0 California Public Employees' Retirement 1 1 System (CalPERS) Individual Shareholders (57.0%*) 160 126 California State Teachers' Retirement 2 7 Not Disclosed (6.3%*) 10 14 System (CalSTRS) Total 266 221 Connecticut Retirement Plans 2 0 Firefighters’ Pension System of the 1 0 City of Kansas City, Mo * Percentages denote the total share of governance-related proposals sponsored by this type of investor in 2017. New York City Pension Funds 15 17 New York State Pension Funds 3 2 Philadelphia Public Employees' Retirement 1 0 System (PhiPERS)

Religious Organizations (3.2%*) 5 7 Capuchin Province of St. Joseph 1 0 Congregation of Sisters of St. Agnes 0 1 Missionary Oblates of Mary Immaculate 1 0 Nathan Cummings Foundation 1 1 Priests of The Sacred Heart 1 0 Seattle Mennonite Church 0 1 Sisters of St. Francis of Philadelphia 0 3 Unitarian Universalist Association 1 1

12 > Georgeson | Proxy Insight Figure 9 Shareholder Proposal Voting Results Sorted by Company – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Non- Company Proposal Sponsor For Against Abstain For Against Abstain Vote Abbott Laboratories Require Independent Board Chairman Kenneth Steiner 37.1% 62.1% 0.8% 28.1% 47.1% 0.6% 13.4% AbbVie Inc. Require Independent Board Chairman Congregation of Sisters of St. Agnes 34.3% 65.1% 0.6% 24.3% 46.1% 0.4% 17.6% Abercrombie & Fitch Company Proxy Access - Enact Comptroller of the City of New York 82.2% 17.7% 0.1% 51.6% 11.1% 0.1% 16.5% Acuity Brands Inc Approve Dividend Increase Stephen Kraus 3.6% 96.2% 0.2% 3.1% 82.5% 0.2% 5.9% AES Corporation (The) Proxy Access - Fix It John Chevedden 32.4% 66.5% 1.1% 28.2% 58.0% 1.0% 3.6% Alaska Air Group Inc. Proxy Access - Fix It John Chevedden 23.2% 76.2% 0.6% 18.3% 60.3% 0.5% 9.1% Alexion Pharmaceuticals Inc. Provide for Confidential Voting John Chevedden 5.0% 94.2% 0.8% 4.4% 82.7% 0.7% 3.2% Allergan PLC Require Independent Board Chairman N/A 20.5% 79.0% 0.5% 16.8% 64.6% 0.4% 7.1% Allstate Corporation (The) Require Director - Lead Director Tenure Restrictions William Steiner 5.5% 93.9% 0.6% 4.2% 70.6% 0.5% 10.3% Allstate Corporation (The) Require Independent Board Chairman Kenneth Steiner 22.6% 76.8% 0.5% 17.0% 57.8% 0.4% 10.3% Alphabet Inc Approve Recapitalization Plan for all Stock to Have One-vote per Share John Chevedden 28.8% 70.9% 0.3% 24.9% 61.4% 0.3% 4.6% Executive Compensation - Include Sustainability as a Performance Amazon.com Inc. Mercy For Animals 4.8% 93.1% 2.1% 3.8% 73.6% 1.7% 11.0% Measure for Senior Executive Compensation Amazon.com Inc. Provide Vote Counting to Exclude Abstentions Bryce A. Mathern 6.4% 93.4% 0.2% 5.1% 73.8% 0.2% 11.0% American Airlines Group Inc. Require Independent Board Chairman John Chevedden 19.4% 80.3% 0.3% 14.4% 59.7% 0.2% 16.6% American Express Company Provide Right to Act by Written Consent Myra K. Young 38.5% 61.3% 0.2% 31.0% 49.4% 0.2% 9.1% Amgen Inc. Provide Vote Counting to Exclude Abstentions Sarah F. Rutherford 6.1% 93.0% 0.9% 4.8% 72.4% 0.7% 12.1% Apple Inc. Compensation/Retention - Adopt Share Retention Policy For Senior Execs Kenneth Steiner 24.1% 75.2% 0.7% 14.2% 44.5% 0.4% 27.1% Apple Inc. Engage Outside Independent Experts for Compensation Reforms Jing Zhao 2.2% 97.1% 0.7% 1.3% 57.4% 0.4% 27.1% Apple Inc. Proxy Access - Fix It James McRitchie 31.7% 67.6% 0.7% 18.7% 40.0% 0.4% 27.1% Arconic Inc. Eliminate/Reduce - Supermajority Vote Requirement Kenneth Steiner 97.0% 1.5% 1.5% 70.0% 1.1% 1.1% 0.0% AT&T Inc. Provide Right to Act by Written Consent Kenneth Steiner 42.2% 56.1% 1.7% 24.5% 32.6% 1.0% 23.9% AT&T Inc. Proxy Access - Fix It John Chevedden 29.9% 68.3% 1.9% 17.4% 39.7% 1.1% 23.9% Baker Hughes Incorporated Provide Vote Counting to Exclude Abstentions Equality Network Foundation 14.6% 85.3% 0.1% 12.5% 73.0% 0.1% 6.0% Bank of America Corporation Divest Non-core Banking Business Segments Bartlett Collins Naylor 3.0% 95.6% 1.4% 2.1% 68.3% 1.0% 15.2% Bank of America Corporation Executive Compensation - Amend Clawback Policy John Chevedden 5.7% 93.3% 1.0% 4.1% 66.6% 0.7% 15.2% Bank of America Corporation Require Independent Board Chairman Kenneth Steiner 32.7% 66.5% 0.8% 23.4% 47.5% 0.6% 15.2% Baxter International Inc. Proxy Access - Fix It John Chevedden 28.0% 71.5% 0.5% 21.3% 54.2% 0.4% 9.6% BB&T Corporation Eliminate/Reduce - Supermajority Vote Requirement Kenneth Steiner 61.7% 37.2% 1.1% 46.7% 28.2% 0.8% 13.0% Becton, Dickinson and Company Require Independent Board Chairman Kenneth Steiner 24.3% 74.7% 1.0% 19.0% 58.5% 0.8% 9.7% Bed Bath & Beyond Inc. Compensation/Retention - Adopt Share Retention Policy For Senior Execs N/A 22.3% 77.4% 0.3% 19.1% 66.4% 0.2% 7.6% Compensation/Vesting - Submit Severance Agreement (Change-in- Bed Bath & Beyond Inc. N/A 59.7% 40.0% 0.2% 51.2% 34.3% 0.2% 7.6% Control) to Shareholder Vote Bed Bath & Beyond Inc. Proxy Access - Enact Comptroller of the City of New York 61.5% 38.3% 0.2% 52.7% 32.8% 0.2% 7.6% Biglari Holdings Inc. Require Independent Board Chairman Humane Society of the United States 26.6% 72.8% 0.5% 23.8% 65.1% 0.5% 7.4% BlackRock Inc. Executive Compensation - Report on Proxy Voting and Exec. Comp. Stephen M. Silberstein Revocable Trust 2.7% 97.2% 0.2% 2.2% 81.5% 0.1% 5.6% Special Meeting - Reduce Ownership Threshold for Shareholders to Boeing Company (The) John Chevedden 37.1% 61.9% 1.0% 27.1% 45.3% 0.7% 17.3% Call Special Meeting BorgWarner Inc. Provide Right to Act by Written Consent John Chevedden 57.9% 35.6% 6.6% 49.5% 30.4% 5.6% 5.7% Special Meeting - Reduce Ownership Threshold for Shareholders to Bristol-Myers Squibb Company James McRitchie 38.0% 61.2% 0.8% 26.6% 42.8% 0.5% 17.6% Call Special Meeting Buffalo Wild Wings Inc. Amend Bylaws N/A 99.6% 0.3% 0.1% 54.7% 0.2% 0.1% 0.0% Capital One Financial Corporation Provide Right to Act by Written Consent John Chevedden 44.8% 55.0% 0.2% 37.9% 46.5% 0.2% 6.2% Caterpillar Inc. Executive Compensation - Amend Clawback Policy CtW Investment Group 28.2% 67.7% 4.1% 20.7% 49.7% 3.0% 18.2% Executive Compensation - Include Sustainability as a Performance Caterpillar Inc. Heartland Initiative Inc. 4.5% 93.5% 1.9% 3.3% 68.7% 1.4% 18.2% Measure for Senior Executive Compensation Caterpillar Inc. Require Independent Board Chairman John Chevedden 26.2% 73.3% 0.6% 19.2% 53.8% 0.4% 18.2% Special Meeting - Reduce Ownership Threshold for Shareholders to Caterpillar Inc. Myra K. Young 32.9% 66.6% 0.5% 24.2% 48.9% 0.4% 18.2% Call Special Meeting Celgene Corporation Provide for Confidential Voting John Chevedden 4.3% 94.8% 1.0% 3.2% 70.4% 0.7% 14.5% International Brotherhood of CenturyLink Inc. Compensation/Retention - Adopt Share Retention Policy For Senior Execs 33.7% 64.6% 1.7% 20.6% 39.4% 1.0% 27.8% Electrical Workers Pension Fund Charles Schwab Corporation Provide Vote Counting to Exclude Abstentions Seattle Mennonite Church 7.1% 92.6% 0.2% 6.3% 81.2% 0.2% 6.1% Charles Schwab Corporation Proxy Access - Enact Comptroller of the City of New York 61.2% 38.6% 0.2% 53.7% 33.8% 0.2% 6.1% International Brotherhood of Charter Communications Inc. Proxy Access - Enact 43.5% 56.4% 0.1% 39.6% 51.3% 0.1% 2.6% Electrical Workers Pension Fund Special Meeting - Reduce Ownership Threshold for Shareholders to Chemed Corp. John Chevedden 39.4% 60.4% 0.2% 34.7% 53.2% 0.1% 4.9% Call Special Meeting Chevron Corporation Require Director Nominee with Environmental Experience Comptroller of the State of New York 19.1% 78.3% 2.6% 13.3% 54.6% 1.8% 17.5% Chevron Corporation Require Independent Board Chairman N/A 36.3% 57.3% 6.4% 25.3% 40.0% 4.5% 17.5% Special Meeting - Reduce Ownership Threshold for Shareholders to Chevron Corporation N/A 31.4% 67.1% 1.4% 21.9% 46.8% 1.0% 17.5% Call Special Meeting

2017 Annual Corporate Governance Review > 13 Figure 9 Shareholder Proposal Voting Results Sorted by Company – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Non- Company Proposal Sponsor For Against Abstain For Against Abstain Vote Special Meeting - Reduce Ownership Threshold for Shareholders to Chipotle Mexican Grill Inc. James McRitchie 29.7% 70.0% 0.3% 20.7% 48.7% 0.2% 15.3% Call Special Meeting Cigna Corporation Proxy Access - Enact John Chevedden 50.5% 49.1% 0.3% 43.0% 41.8% 0.3% 4.7% Citigroup Inc. Appoint a Stockholder Value Committee Bartlett Collins Naylor 2.6% 96.5% 1.0% 1.9% 71.8% 0.7% 9.4% Citigroup Inc. Compensation/Vesting - Limit/Prohibit Accelerated Vesting of Awards AFL-CIO 35.4% 64.4% 0.3% 26.3% 47.9% 0.2% 9.4% Citigroup Inc. Executive Compensation - Amend Clawback Policy John Chevedden 3.0% 96.4% 0.7% 2.2% 71.8% 0.5% 9.4% Special Meeting - Reduce Ownership Threshold for Shareholders to Clorox Company (The) James McRitchie 40.1% 59.1% 0.8% 27.0% 39.7% 0.6% 21.5% Call Special Meeting Cognizant Technology Solutions Corp. Eliminate/Reduce - Supermajority Vote Requirement John Chevedden 99.7% 0.2% 0.1% 80.8% 0.2% 0.0% 6.8% Cognizant Technology Solutions Corp. Provide Right to Act by Written Consent James McRitchie 45.6% 54.2% 0.2% 37.0% 43.9% 0.1% 6.8% Special Meeting - Reduce Ownership Threshold for Shareholders to Colgate-Palmolive Company John Chevedden 43.8% 55.6% 0.6% 32.5% 41.3% 0.5% 11.6% Call Special Meeting Compensation/Vesting - Limit Accelerated Vesting of Equity Awards Community Health Systems Inc. Marco Consulting Group 27.9% 69.1% 3.0% 21.5% 53.4% 2.3% 11.7% Upon a Change in Control Unitarian Universalist Association of ConocoPhillips Executive Compensation - Oil/Gas Reserve Metrics used for Exec. Comp. 6.4% 89.0% 4.6% 4.5% 62.2% 3.2% 18.4% Congregations Crown Castle International Corp. Proxy Access - Enact Comptroller of the City of New York 86.4% 13.4% 0.2% 75.5% 11.7% 0.2% 5.3% Cummins Inc. Proxy Access - Fix It John Chevedden 34.0% 65.4% 0.7% 25.9% 49.9% 0.5% 11.3% Special Meeting - Reduce Ownership Threshold for Shareholders to CVS Health Corp William Steiner 52.2% 47.5% 0.4% 41.2% 37.5% 0.3% 10.0% Call Special Meeting Dana Inc. Eliminate/Reduce - Supermajority Vote Requirement John Chevedden 79.9% 19.6% 0.4% 70.8% 17.4% 0.4% 3.7% Deere & Company Provide Right to Act by Written Consent John Chevedden 36.1% 63.3% 0.6% 25.6% 44.9% 0.4% 16.2% Devon Energy Corporation Executive Compensation - Oil/Gas Reserve Metrics used for Exec. Comp. Anna Marie Lyles 6.8% 91.3% 1.9% 5.2% 70.1% 1.5% 9.6% Dillard's Inc. Require Independent Board Chairman N/A 22.9% 77.1% 0.1% 19.5% 65.8% 0.1% 6.5% Executive Compensation - Include Sustainability as a Performance Discovery Communications Inc. Clean Yield Asset Management 19.0% 80.8% 0.2% 17.1% 72.8% 0.2% 4.1% Measure for Senior Executive Compensation Dominion Energy Inc Require Director Nominee with Environmental Experience Joy Loving 17.6% 79.1% 3.3% 11.9% 53.6% 2.2% 15.7% eBay Inc. Provide Right to Act by Written Consent John Chevedden 47.6% 52.1% 0.3% 39.6% 43.3% 0.3% 5.4% California State Teachers' Ebix Inc. Require a Majority Vote for the Election of Directors 54.4% 45.3% 0.3% 41.6% 34.7% 0.2% 14.0% Retirement System (CalSTRS) Edison International Proxy Access - Fix It John Chevedden 33.9% 65.2% 0.9% 27.1% 52.0% 0.7% 8.1% EMCOR Group Inc. Provide Right to Act by Written Consent John Chevedden 43.9% 55.7% 0.4% 39.3% 49.8% 0.4% 3.3% Emerson Electric Company Require Independent Board Chairman Needmor Fund 39.9% 55.0% 5.1% 29.3% 40.5% 3.7% 15.1% Equity Residential Eliminate/Reduce - Supermajority Vote Requirement Trowel Trades S&P 500 Index Fund 79.9% 20.0% 0.1% 71.1% 17.8% 0.1% 2.5% Expeditors International of Executive Compensation - Include Sustainability as a Performance Sonen Capital 21.2% 75.8% 3.1% 17.3% 61.8% 2.5% 7.8% Washington Inc. Measure for Senior Executive Compensation Express Scripts Holding Company Require Independent Board Chairman John Chevedden 46.5% 52.4% 1.2% 36.1% 40.7% 0.9% 10.5% Exxon Mobil Corporation Amend Bylaws to Prohibit Precatory Proposals Steven Milloy 1.5% 97.1% 1.3% 1.0% 63.3% 0.9% 20.6% Southwest Regional Council of Exxon Mobil Corporation Require a Majority Vote for the Election of Directors 45.3% 53.6% 1.1% 29.5% 34.9% 0.7% 20.6% Carpenters Pension Fund Exxon Mobil Corporation Require Independent Board Chairman Ellen Higgins Trust 1959 37.9% 61.1% 1.0% 24.7% 39.8% 0.6% 20.6% Special Meeting - Reduce Ownership Threshold for Shareholders to Exxon Mobil Corporation Kenneth Steiner 39.6% 59.1% 1.3% 25.8% 38.5% 0.9% 20.6% Call Special Meeting Facebook Inc. Approve Recapitalization Plan for all Stock to Have One-vote per Share N/A 20.1% 79.7% 0.2% 16.2% 64.0% 0.1% 5.9% Facebook Inc. Require Independent Board Chairman N/A 12.4% 87.5% 0.1% 9.9% 70.2% 0.1% 5.9% FedEx Corporation Provide Vote Counting to Exclude Abstentions Equality Network Foundation 5.9% 93.8% 0.3% 4.7% 74.2% 0.3% 9.7% FirstEnergy Corporation Adopt Simple Majority Vote John Chevedden 49.5% 49.5% 1.0% 36.8% 36.8% 0.8% 11.2% Fiserv Inc. Proxy Access - Fix It John Chevedden 24.4% 75.3% 0.3% 20.2% 62.2% 0.3% 9.1% Flowers Foods Inc. Require Independent Board Chairman N/A 23.5% 75.0% 1.6% 18.7% 59.7% 1.2% 13.2% Flowserve Corporation Proxy Access - Fix It John Chevedden 18.6% 77.7% 3.7% 16.6% 69.4% 3.3% 4.8% Ford Motor Company Approve Recapitalization Plan for all Stock to Have One-vote per Share John Chevedden 35.4% 64.0% 0.6% 25.9% 46.9% 0.5% 18.3% Franklin Resources Inc. Executive Compensation - Report on Proxy Voting and Exec. Comp. Stephen M. Silberstein Revocable Trust 3.2% 90.0% 6.8% 2.6% 73.1% 5.5% 6.5% General Electric Company Require Independent Board Chairman Kenneth Steiner 24.1% 75.0% 0.9% 14.0% 43.7% 0.5% 18.8% General Electric Company Restore or Provide for Cumulative Voting Martin Harangozo 11.0% 88.0% 1.1% 6.4% 51.2% 0.6% 18.8% General Motors Company Creation of Dual-Class Common Stock Greenlight Capital Inc. 7.7% 91.6% 0.7% 5.9% 70.6% 0.6% 5.4% General Motors Company Require Independent Board Chairman Greenlight Capital Inc. 41.3% 58.2% 0.5% 31.9% 44.9% 0.4% 5.4% GGP Inc Proxy Access - Enact N/A 55.0% 44.5% 0.5% 47.9% 38.8% 0.5% 1.6% Gilead Sciences Inc. Provide Right to Act by Written Consent James McRitchie 48.4% 51.3% 0.3% 32.7% 34.7% 0.2% 15.4% Gilead Sciences Inc. Require Independent Board Chairman John Chevedden 44.2% 55.6% 0.2% 29.9% 37.6% 0.2% 15.4% Goodyear Tire & Rubber Company Require Independent Board Chairman John Chevedden 23.4% 76.3% 0.3% 18.8% 61.2% 0.2% 8.6% Compensation/Vesting - Submit Severance Agreement (Change-in- Guess? Inc. Comptroller of the State of New York 36.0% 64.0% 0.1% 31.6% 56.2% 0.1% 6.1% Control) to Shareholder Vote

14 > Georgeson | Proxy Insight Figure 9 Shareholder Proposal Voting Results Sorted by Company – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Non- Company Proposal Sponsor For Against Abstain For Against Abstain Vote H&R Block Inc. Proxy Access - Fix It James McRitchie 29.8% 69.7% 0.5% 25.0% 58.4% 0.4% 7.4% Special Meeting - Reduce Ownership Threshold for Shareholders to HCA Holdings Inc. John Chevedden 32.6% 66.3% 1.1% 27.5% 56.0% 0.9% 2.7% Call Special Meeting California State Teachers' Heartland Express Inc. Require a Majority Vote for the Election of Directors 49.5% 50.4% 0.1% 47.0% 47.8% 0.1% 2.2% Retirement System (CalSTRS) Special Meeting - Reduce Ownership Threshold for Shareholders to Home Depot Inc. (The) John Chevedden 41.4% 58.2% 0.4% 29.9% 42.0% 0.3% 15.6% Call Special Meeting Honeywell International Inc. Require Independent Board Chairman International Brotherhood of Teamsters 27.8% 71.6% 0.6% 21.7% 56.0% 0.5% 11.0% Hormel Foods Corporation Provide Vote Counting to Exclude Abstentions Investor Voice, SPC 3.2% 96.4% 0.4% 2.7% 79.0% 0.3% 9.0% Hospitality Properties Trust Amend Bylaws to Remove Antitakeover Provisions UNITE HERE! 88.2% 10.9% 0.8% 68.1% 8.4% 0.7% 16.0% Hospitality Properties Trust Proxy Access - Enact Comptroller of the City of New York 84.1% 15.0% 0.8% 64.9% 11.6% 0.6% 16.0% Humana Inc. Proxy Access - Enact Comptroller of the City of New York 76.1% 23.6% 0.3% 64.3% 19.9% 0.3% 4.6% Huntington Ingalls Industries Inc. Proxy Access - Fix It John Chevedden 35.4% 63.9% 0.7% 28.6% 51.6% 0.6% 8.2% Illinois Tool Works Inc. Provide Right to Act by Written Consent John Chevedden 33.9% 65.1% 1.1% 27.0% 51.9% 0.9% 9.7% California State Teachers' Installed Building Products, Inc. Require a Majority Vote for the Election of Directors 57.1% 8.0% 34.9% 52.4% 7.3% 32.0% 5.0% Retirement System (CalSTRS) Intel Corporation Provide Vote Counting to Exclude Abstentions N/A 10.0% 89.4% 0.5% 6.9% 61.9% 0.4% 18.0% International Business Machines Proxy Access - Enact Comptroller of the City of New York 58.5% 39.9% 1.6% 38.1% 26.0% 1.0% 17.6% Corporation International Business Machines Special Meeting - Reduce Ownership Threshold for Shareholders to John Chevedden 37.1% 61.5% 1.4% 24.2% 40.0% 0.9% 17.6% Corporation Call Special Meeting International Paper Company Compensation/Vesting - Pro-rata Vesting of Equity Awards John Chevedden 32.0% 67.4% 0.5% 25.1% 52.8% 0.4% 12.6% Johnson & Johnson Require Independent Board Chairman Sisters of St. Francis of Philadelphia 42.5% 56.8% 0.8% 29.1% 39.0% 0.5% 16.6% Compensation/Vesting - Prohibit Accelerated Vesting of Awards to JP Morgan Chase & Co AFL-CIO 26.5% 72.5% 1.0% 20.5% 56.0% 0.8% 11.3% Pursue Government Service JP Morgan Chase & Co Executive Compensation - Amend Clawback Policy Kenneth Steiner 3.9% 95.5% 0.6% 3.0% 73.8% 0.4% 11.3% JP Morgan Chase & Co Provide Vote Counting to Exclude Abstentions Mercy Rome 8.5% 91.0% 0.6% 6.6% 70.3% 0.4% 11.3% JP Morgan Chase & Co Require Independent Board Chairman John Chevedden 33.3% 62.5% 4.2% 25.7% 48.3% 3.2% 11.3% Special Meeting - Reduce Ownership Threshold for Shareholders to JP Morgan Chase & Co William Steiner 43.1% 55.7% 1.1% 33.3% 43.0% 0.9% 11.3% Call Special Meeting Kansas City Southern Proxy Access - Fix It James McRitchie 28.7% 71.0% 0.3% 23.2% 57.3% 0.2% 8.3% Kellogg Company Proxy Access - Fix It James McRitchie 18.1% 81.1% 0.8% 14.4% 64.8% 0.6% 9.4% KeyCorp Require Independent Board Chairman Gerald R. Armstrong 24.1% 75.5% 0.4% 19.0% 59.7% 0.3% 10.2% Kinder Morgan Inc. Proxy Access - Enact Comptroller of the City of New York 58.2% 41.2% 0.6% 40.2% 28.5% 0.4% 18.9% Knight-Swift Transportation Approve Recapitalization Plan for all Stock to Have One-vote per Share International Brotherhood of Teamsters 35.0% 64.5% 0.5% 31.4% 57.7% 0.4% 5.8% Holdings Inc Knight-Swift Transportation Proxy Access - Enact John Chevedden 30.0% 69.7% 0.3% 26.8% 62.4% 0.3% 5.8% Holdings Inc Kohl's Corporation Require Independent Board Chairman Humane Society of the United States 19.0% 80.8% 0.2% 14.8% 63.0% 0.1% 10.3% Kroger Company (The) Require Independent Board Chairman Sum of Us 35.6% 63.3% 1.1% 28.6% 50.8% 0.8% 11.0% L Brands Inc. Eliminate/Reduce - Supermajority Vote Requirement John Chevedden 57.5% 42.0% 0.4% 47.1% 34.4% 0.4% 6.2% California State Teachers' LendingTree, Inc. Require a Majority Vote for the Election of Directors 50.0% 48.9% 1.1% 43.7% 42.8% 1.0% 8.4% Retirement System (CalSTRS) Lennar Corporation Approve Recapitalization Plan for all Stock to Have One-vote per Share John Chevedden 35.1% 64.8% 0.1% 31.4% 57.9% 0.1% 4.1% California State Teachers' LGI Homes, Inc. Require a Majority Vote for the Election of Directors 49.2% 49.5% 1.3% 35.0% 35.2% 1.0% 18.9% Retirement System (CalSTRS) Marathon Petroleum Corporation Adopt Simple Majority Vote John Chevedden 72.2% 27.2% 0.6% 53.0% 20.0% 0.4% 10.4% Martin Marietta Materials Inc. Proxy Access - Enact Comptroller of the City of New York 72.3% 27.4% 0.3% 63.0% 23.9% 0.2% 4.9% McDonald's Corporation Issue New Series of Preferred Stock with the Right to Elect own Director Marco Consulting Group 1.3% 98.0% 0.6% 0.9% 67.4% 0.4% 15.8% McDonald's Corporation Provide Vote Counting to Exclude Abstentions Equality Network Foundation 9.3% 90.1% 0.6% 6.4% 61.9% 0.4% 15.8% Special Meeting - Reduce Ownership Threshold for Shareholders to McDonald's Corporation John Chevedden 47.6% 51.8% 0.6% 32.7% 35.6% 0.4% 15.8% Call Special Meeting McKesson Corporation Compensation/Vesting - Pro-rata Vesting of Equity Awards International Brotherhood of Teamsters 27.5% 72.0% 0.5% 24.0% 62.8% 0.5% 8.5% Merck & Company Inc. Require Independent Board Chairman Kenneth Steiner 46.5% 53.1% 0.4% 33.9% 38.7% 0.3% 14.0% Special Meeting - Reduce Ownership Threshold for Shareholders to MetLife Inc. William Steiner 42.7% 57.1% 0.2% 35.8% 47.8% 0.2% 6.7% Call Special Meeting Microsoft Corporation Proxy Access - Fix It James McRitchie 26.4% 72.0% 1.6% 19.0% 51.9% 1.1% 16.6% Minerals Technologies Inc. Proxy Access - Enact Comptroller of the City of New York 86.4% 12.4% 1.2% 79.8% 11.4% 1.1% 2.6% Monster Beverage Corporation Proxy Access - Enact Comptroller of the City of New York 40.7% 59.2% 0.1% 36.2% 52.7% 0.1% 3.2% Reserve Fund of the American Compensation/Vesting - Prohibit Accelerated Vesting of Awards to Morgan Stanley Federation of Labor and Congress of 17.6% 81.8% 0.6% 15.0% 69.7% 0.5% 6.7% Pursue Government Service Industrial Organizations Morgan Stanley Provide Vote Counting to Exclude Abstentions Equality Network Foundation 7.5% 91.8% 0.7% 6.4% 78.2% 0.6% 6.7%

2017 Annual Corporate Governance Review > 15 Figure 9 Shareholder Proposal Voting Results Sorted by Company – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Non- Company Proposal Sponsor For Against Abstain For Against Abstain Vote Nabors Industries Ltd. Proxy Access - Enact Comptroller of the City of New York 66.4% 33.0% 0.6% 56.3% 27.9% 0.5% 5.4% Nasdaq Inc Provide Right to Act by Written Consent Kenneth Steiner 44.9% 54.7% 0.4% 27.2% 33.1% 0.3% 5.0% National Oilwell Varco Inc. Proxy Access - Enact Comptroller of the City of New York 98.2% 1.6% 0.1% 77.9% 1.3% 0.1% 7.8% NCR Corporation Proxy Access - Fix It Myra K. Young 22.0% 77.1% 0.9% 17.7% 62.0% 0.7% 7.7% Netflix Inc. Declassify the Board of Directors John Chevedden 62.5% 36.9% 0.6% 46.2% 27.3% 0.4% 15.9% Netflix Inc. Eliminate/Reduce - Supermajority Vote Requirement Myra K. Young 63.0% 36.4% 0.6% 46.5% 26.9% 0.4% 15.9% Netflix Inc. Proxy Access - Enact Comptroller of the City of New York 53.7% 45.6% 0.7% 39.7% 33.7% 0.5% 15.9% Service Employees International Netflix Inc. Require a Majority Vote for the Election of Directors 64.2% 35.1% 0.6% 47.4% 26.0% 0.5% 15.9% Union General Fund Special Meeting - Reduce Ownership Threshold for Shareholders to Call NETGEAR Inc. James McRitchie 52.8% 47.2% 0.0% 47.5% 42.5% 0.0% 5.8% Special Meeting New Media Investment Group Inc Declassify the Board of Directors United Media Guild 82.8% 17.0% 0.2% 65.3% 13.4% 0.1% 14.6% News Corp. Approve Recapitalization Plan for all Stock to Have One-vote per Share Nathan Cummings Foundation 32.0% 67.3% 0.6% 27.7% 58.3% 0.5% 2.3% Special Meeting - Reduce Ownership Threshold for Shareholders to Occidental Petroleum Corporation John Chevedden 44.4% 54.5% 1.1% 34.8% 42.7% 0.9% 10.1% Call Special Meeting Old Republic International California Public Employees’ Proxy Access - Enact 74.0% 25.2% 0.8% 57.6% 19.6% 0.6% 14.0% Corporation Retirement System (CalPERS) Special Meeting - Reduce Ownership Threshold for Shareholders to O'Reilly Automotive Inc. John Chevedden 36.6% 63.1% 0.3% 30.1% 52.0% 0.2% 9.0% Call Special Meeting PACCAR Inc. Eliminate/Reduce - Supermajority Vote Requirement John Chevedden 52.2% 47.1% 0.7% 45.1% 40.6% 0.6% 0.0% PACCAR Inc. Proxy Access - Enact Comptroller of the City of New York 49.2% 50.0% 0.8% 42.5% 43.2% 0.7% 0.0% PayPal Holdings Inc Provide Right to Act by Written Consent James McRitchie and Myra K. Young 36.0% 63.6% 0.3% 28.6% 50.6% 0.3% 8.0% Pfizer Inc. Require Independent Board Chairman Sisters of St. Francis of Philadelphia 25.6% 73.6% 0.8% 18.2% 52.4% 0.6% 15.5% Special Meeting - Reduce Ownership Threshold for Shareholders to Pfizer Inc. John Chevedden 45.8% 53.4% 0.8% 32.6% 38.1% 0.6% 15.5% Call Special Meeting Pharmerica Corporation Adopt Simple Majority Vote Kenneth Steiner 89.2% 10.6% 0.2% 75.7% 9.0% 0.2% 10.9% Post Holdings Inc. Require Independent Board Chairman Humane Society of the United States 27.6% 72.2% 0.1% 24.4% 63.8% 0.1% 3.5% Special Meeting - Reduce Ownership Threshold for Shareholders to Priceline Group Inc John Chevedden 37.9% 60.9% 1.2% 32.6% 52.5% 1.1% 4.6% Call Special Meeting Prudential Financial Inc. Require Independent Board Chairman John Chevedden 43.0% 56.2% 0.8% 28.7% 37.5% 0.5% 8.0% QUALCOMM Incorporated Proxy Access - Fix It James McRitchie 31.5% 67.8% 0.7% 23.6% 50.9% 0.5% 14.7% Ryder System Inc. Provide Right to Act by Written Consent John Chevedden 58.2% 40.4% 1.4% 50.5% 35.1% 1.2% 6.1% Salesforce.com Inc Special Meeting - Shareholders May Call Special Meeting James McRitchie and Myra K. Young 50.3% 49.3% 0.4% 41.8% 41.0% 0.4% 7.5% SciClone Pharmaceuticals Inc. Proxy Access - Fix It James McRitchie 27.7% 70.3% 1.9% 18.6% 47.2% 1.3% 10.7% Senior Housing Properties Trust Proxy Access - Enact UAW Retiree Medical Benefits Trust 77.9% 21.1% 1.0% 59.7% 16.2% 0.7% 17.0% Service Corp International Adopt Simple Majority Vote Amalgamated Bank 74.1% 25.6% 0.4% 61.6% 21.2% 0.3% 7.3% Service Corp International Require Independent Board Chairman International Brotherhood of Teamsters 35.9% 63.7% 0.3% 29.3% 51.9% 0.3% 8.9% California State Teachers' Servisfirst Bancshares Inc Require a Majority Vote for the Election of Directors 24.9% 74.5% 0.6% 18.7% 56.0% 0.4% 16.3% Retirement System (CalSTRS) Southwestern Energy Company Provide Vote Counting to Exclude Abstentions John Chevedden 18.0% 81.1% 0.9% 13.7% 61.9% 0.7% 9.3% California State Teachers' Spectrum Pharmaceuticals Inc. Require a Majority Vote for the Election of Directors 86.0% 13.3% 0.7% 58.1% 9.0% 0.5% 20.7% Retirement System (CalSTRS) Starbucks Corporation Proxy Access - Fix It James McRitchie 28.2% 71.3% 0.5% 19.6% 49.5% 0.3% 17.8% Stericycle Inc. Compensation/Vesting - Pro-rata Vesting of Equity Awards International Brotherhood of Teamsters 48.6% 50.9% 0.5% 40.4% 42.3% 0.4% 6.6% Stericycle Inc. Proxy Access - Fix It John Chevedden 29.0% 70.5% 0.5% 24.1% 58.6% 0.4% 6.6% SuperValu Inc. Proxy Access - Enact UAW Retiree Medical Benefits Trust 75.7% 24.0% 0.3% 56.1% 17.8% 0.2% 12.6% Sysco Corporation Compensation/Vesting - Pro-rata Vesting of Equity Awards International Brotherhood of Teamsters 35.8% 63.7% 0.6% 26.5% 47.3% 0.4% 13.9% T. Rowe Price Group Inc. Executive Compensation - Report on Proxy Voting and Exec. Comp. Gun Denhart Living Trust 5.2% 94.3% 0.5% 3.8% 68.7% 0.4% 14.3% Telephone and Data Systems Inc. Approve Recapitalization Plan for all Stock to Have One-vote per Share Kenneth Steiner 36.1% 63.8% 0.1% 34.3% 60.7% 0.1% 2.5% Time Inc Require Independent Board Chairman Kenneth Steiner 32.1% 67.7% 0.2% 26.4% 55.6% 0.1% 9.0% TJX Companies Inc. (The) Executive Compensation - Include Diversity as a Performance Metric Northstar Asset Management 4.6% 93.1% 2.3% 3.7% 75.5% 1.9% 5.9% Tyson Foods Inc. Proxy Access - Enact UAW Retiree Medical Benefits Trust 21.7% 78.2% 0.1% 20.4% 73.7% 0.1% 2.0% U.S. Bancorp Require Independent Board Chairman Gerald R. Armstrong 31.6% 67.5% 0.9% 24.1% 51.5% 0.7% 12.5% UMB Financial Corporation Require Independent Board Chairman N/A 22.4% 77.1% 0.5% 19.4% 66.7% 0.4% 5.6% Sheet Metal Workers’ National Umpqua Holdings Corporation Require a Majority Vote for the Election of Directors 59.6% 39.7% 0.7% 50.2% 33.5% 0.6% 9.0% Pension Fund Union Pacific Corporation Require Independent Board Chairman John Chevedden 45.4% 54.0% 0.6% 35.1% 41.7% 0.5% 10.8% United Natural Foods Inc. Proxy Access - Fix It James McRitchie and Myra K. Young 34.9% 62.7% 2.4% 29.9% 53.7% 2.0% 6.5% United Parcel Service Inc. Approve Recapitalization Plan for all Stock to Have One-vote per Share John Chevedden 27.1% 69.8% 3.1% 18.5% 47.5% 2.1% 4.7% Special Meeting - Reduce Ownership Threshold for Shareholders to United Rentals Inc. John Chevedden 50.5% 49.1% 0.4% 39.1% 38.1% 0.3% 7.6% Call Special Meeting Universal Health Services, Inc. Proxy Access - Enact Comptroller of the City of New York 8.3% 91.7% 0.0% 5.7% 62.7% 0.0% 0.4%

16 > Georgeson | Proxy Insight Figure 9 Shareholder Proposal Voting Results Sorted by Company – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Non- Company Proposal Sponsor For Against Abstain For Against Abstain Vote International Brotherhood of Verizon Communications Inc. Compensation/Retention - Stock Retention/Holding Period 30.4% 68.4% 1.2% 20.5% 46.2% 0.8% 18.6% Electrical Workers Pension Fund Verizon Communications Inc. Executive Compensation - Amend Clawback Policy Jack K. and Ilene Cohen 33.3% 65.6% 1.1% 22.5% 44.3% 0.7% 18.6% Executive Compensation - Matching contributions to Nonqualified Verizon Communications Inc. Association of BellTel Retirees Inc. 8.0% 91.1% 0.9% 5.4% 61.4% 0.6% 18.6% Executive Savings Plan Special Meeting - Reduce Ownership Threshold for Shareholders to Verizon Communications Inc. Kenneth Steiner 49.3% 49.6% 1.0% 33.3% 33.5% 0.7% 18.6% Call Special Meeting Vertex Pharmaceuticals Inc. Eliminate/Reduce - Supermajority Vote Requirement Kenneth Steiner 80.9% 19.0% 0.1% 70.9% 16.7% 0.1% 2.9% Executive Compensation - Include Sustainability as a Performance Walgreens Boots Alliance Inc Jonathan and Deborah Scott 20.0% 66.7% 13.3% 15.4% 51.4% 10.3% 12.4% Measure for Senior Executive Compensation Walgreens Boots Alliance Inc Proxy Access - Fix It John Chevedden 24.4% 71.5% 4.1% 18.8% 55.2% 3.2% 12.4% Wal-Mart Stores Inc. Require Director Nominee with Environmental Experience Organization United for Respect 2.1% 96.9% 1.0% 1.8% 82.9% 0.9% 7.7% Wal-Mart Stores Inc. Require Independent Board Chairman N/A 15.1% 84.3% 0.5% 13.0% 72.1% 0.5% 7.7% Walt Disney Company (The) Proxy Access - Fix It James McRitchie 26.7% 72.4% 0.8% 18.2% 49.4% 0.6% 17.1% Waste Management Inc. Compensation/Vesting - Pro-rata Vesting of Equity Awards International Brotherhood of Teamsters 34.5% 65.0% 0.5% 25.8% 48.6% 0.4% 13.9% Waters Corporation Proxy Access - Enact Comptroller of the City of New York 80.9% 9.6% 9.5% 68.7% 8.2% 8.0% 3.4% Wells Fargo & Company Divest Non-core Banking Business Segments Bartlett Collins Naylor 3.0% 95.6% 1.4% 2.4% 77.1% 1.2% 9.7% Wells Fargo & Company Restore or Provide for Cumulative Voting Gerald R. Armstrong 8.3% 90.9% 0.8% 6.7% 73.4% 0.6% 9.7% Wells Fargo & Company Review and Report on Business Standards Sisters of St. Francis of Philadelphia 21.8% 77.6% 0.6% 17.6% 62.6% 0.5% 9.7% Wendy's Company (The) Require Independent Board Chairman Kenneth Steiner 27.2% 72.3% 0.5% 21.2% 56.2% 0.4% 14.6% Western Union Company (The) Provide Right to Act by Written Consent John Chevedden 51.2% 48.7% 0.1% 43.6% 41.6% 0.1% 5.0% James McRitchie and John Whole Foods Market Inc. Proxy Access - Fix It 36.3% 62.7% 1.0% 25.4% 43.9% 0.7% 17.0% Chevedden Williams-Sonoma Inc. Proxy Access - Enact James McRitchie and Myra K. Young 18.7% 77.9% 3.4% 16.0% 66.5% 2.9% 9.7% Xcel Energy Inc. Require Independent Board Chairman Gerald R. Armstrong 18.7% 80.3% 0.9% 13.8% 59.3% 0.7% 12.8% Zions Bancorporation Require Independent Board Chairman Gerald R. Armstrong 23.6% 75.8% 0.5% 18.7% 60.0% 0.4% 7.0%

2017 Annual Corporate Governance Review > 17 Figure 10 Shareholder Proposal Voting Results Sorted by Proposal – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Non- Company Proposal Sponsor For Against Abstain For Against Abstain Vote FirstEnergy Corporation Adopt Simple Majority Vote John Chevedden 49.5% 49.5% 1.0% 36.8% 36.8% 0.8% 11.2% Marathon Petroleum Corporation Adopt Simple Majority Vote John Chevedden 72.2% 27.2% 0.6% 53.0% 20.0% 0.4% 10.4% Pharmerica Corporation Adopt Simple Majority Vote Kenneth Steiner 89.2% 10.6% 0.2% 75.7% 9.0% 0.2% 10.9% Service Corp International Adopt Simple Majority Vote Amalgamated Bank 74.1% 25.6% 0.4% 61.6% 21.2% 0.3% 7.3% Buffalo Wild Wings Inc. Amend Bylaws N/A 99.6% 0.3% 0.1% 54.7% 0.2% 0.1% 0.0% Exxon Mobil Corporation Amend Bylaws to Prohibit Precatory Proposals Steven Milloy 1.5% 97.1% 1.3% 1.0% 63.3% 0.9% 20.6% Hospitality Properties Trust Amend Bylaws to Remove Antitakeover Provisions UNITE HERE! 88.2% 10.9% 0.8% 68.1% 8.4% 0.7% 16.0% Citigroup Inc. Appoint a Stockholder Value Committee Bartlett Collins Naylor 2.6% 96.5% 1.0% 1.9% 71.8% 0.7% 9.4% Acuity Brands Inc Approve Dividend Increase Stephen Kraus 3.6% 96.2% 0.2% 3.1% 82.5% 0.2% 5.9% Alphabet Inc Approve Recapitalization Plan for all Stock to Have One-vote per Share John Chevedden 28.8% 70.9% 0.3% 24.9% 61.4% 0.3% 4.6% Facebook Inc. Approve Recapitalization Plan for all Stock to Have One-vote per Share N/A 20.1% 79.7% 0.2% 16.2% 64.0% 0.1% 5.9% Ford Motor Company Approve Recapitalization Plan for all Stock to Have One-vote per Share John Chevedden 35.4% 64.0% 0.6% 25.9% 46.9% 0.5% 18.3% Knight-Swift Transportation Approve Recapitalization Plan for all Stock to Have One-vote per Share International Brotherhood of Teamsters 35.0% 64.5% 0.5% 31.4% 57.7% 0.4% 5.8% Holdings Inc Lennar Corporation Approve Recapitalization Plan for all Stock to Have One-vote per Share John Chevedden 35.1% 64.8% 0.1% 31.4% 57.9% 0.1% 4.1% News Corp. Approve Recapitalization Plan for all Stock to Have One-vote per Share Nathan Cummings Foundation 32.0% 67.3% 0.6% 27.7% 58.3% 0.5% 2.3% Telephone and Data Systems Inc. Approve Recapitalization Plan for all Stock to Have One-vote per Share Kenneth Steiner 36.1% 63.8% 0.1% 34.3% 60.7% 0.1% 2.5% United Parcel Service Inc. Approve Recapitalization Plan for all Stock to Have One-vote per Share John Chevedden 27.1% 69.8% 3.1% 18.5% 47.5% 2.1% 4.7% Apple Inc. Compensation/Retention - Adopt Share Retention Policy For Senior Execs Kenneth Steiner 24.1% 75.2% 0.7% 14.2% 44.5% 0.4% 27.1% Bed Bath & Beyond Inc. Compensation/Retention - Adopt Share Retention Policy For Senior Execs N/A 22.3% 77.4% 0.3% 19.1% 66.4% 0.2% 7.6% International Brotherhood of CenturyLink Inc. Compensation/Retention - Adopt Share Retention Policy For Senior Execs 33.7% 64.6% 1.7% 20.6% 39.4% 1.0% 27.8% Electrical Workers Pension Fund International Brotherhood of Verizon Communications Inc. Compensation/Retention - Stock Retention/Holding Period 30.4% 68.4% 1.2% 20.5% 46.2% 0.8% 18.6% Electrical Workers Pension Fund Compensation/Vesting - Limit Accelerated Vesting of Equity Awards Community Health Systems Inc. Marco Consulting Group 27.9% 69.1% 3.0% 21.5% 53.4% 2.3% 11.7% Upon a Change in Control Citigroup Inc. Compensation/Vesting - Limit/Prohibit Accelerated Vesting of Awards AFL-CIO 35.4% 64.4% 0.3% 26.3% 47.9% 0.2% 9.4% Compensation/Vesting - Prohibit Accelerated Vesting of Awards to JP Morgan Chase & Co AFL-CIO 26.5% 72.5% 1.0% 20.5% 56.0% 0.8% 11.3% Pursue Government Service Reserve Fund of the American Compensation/Vesting - Prohibit Accelerated Vesting of Awards to Morgan Stanley Federation of Labor and Congress of 17.6% 81.8% 0.6% 15.0% 69.7% 0.5% 6.7% Pursue Government Service Industrial Organizations International Paper Company Compensation/Vesting - Pro-rata Vesting of Equity Awards John Chevedden 32.0% 67.4% 0.5% 25.1% 52.8% 0.4% 12.6% McKesson Corporation Compensation/Vesting - Pro-rata Vesting of Equity Awards International Brotherhood of Teamsters 27.5% 72.0% 0.5% 24.0% 62.8% 0.5% 8.5% Stericycle Inc. Compensation/Vesting - Pro-rata Vesting of Equity Awards International Brotherhood of Teamsters 48.6% 50.9% 0.5% 40.4% 42.3% 0.4% 6.6% Sysco Corporation Compensation/Vesting - Pro-rata Vesting of Equity Awards International Brotherhood of Teamsters 35.8% 63.7% 0.6% 26.5% 47.3% 0.4% 13.9% Waste Management Inc. Compensation/Vesting - Pro-rata Vesting of Equity Awards International Brotherhood of Teamsters 34.5% 65.0% 0.5% 25.8% 48.6% 0.4% 13.9% Compensation/Vesting - Submit Severance Agreement (Change-in- Bed Bath & Beyond Inc. N/A 59.7% 40.0% 0.2% 51.2% 34.3% 0.2% 7.6% Control) to Shareholder Vote Compensation/Vesting - Submit Severance Agreement (Change-in- Guess? Inc. Comptroller of the State of New York 36.0% 64.0% 0.1% 31.6% 56.2% 0.1% 6.1% Control) to Shareholder Vote General Motors Company Creation of Dual-Class Common Stock Greenlight Capital Inc. 7.7% 91.6% 0.7% 5.9% 70.6% 0.6% 5.4% Netflix Inc. Declassify the Board of Directors John Chevedden 62.5% 36.9% 0.6% 46.2% 27.3% 0.4% 15.9% New Media Investment Group Inc Declassify the Board of Directors United Media Guild 82.8% 17.0% 0.2% 65.3% 13.4% 0.1% 14.6% Bank of America Corporation Divest Non-core Banking Business Segments Bartlett Collins Naylor 3.0% 95.6% 1.4% 2.1% 68.3% 1.0% 15.2% Wells Fargo & Company Divest Non-core Banking Business Segments Bartlett Collins Naylor 3.0% 95.6% 1.4% 2.4% 77.1% 1.2% 9.7% Arconic Inc. Eliminate/Reduce - Supermajority Vote Requirement Kenneth Steiner 97.0% 1.5% 1.5% 70.0% 1.1% 1.1% 0.0% BB&T Corporation Eliminate/Reduce - Supermajority Vote Requirement Kenneth Steiner 61.7% 37.2% 1.1% 46.7% 28.2% 0.8% 13.0% Cognizant Technology Solutions Corp. Eliminate/Reduce - Supermajority Vote Requirement John Chevedden 99.7% 0.2% 0.1% 80.8% 0.2% 0.0% 6.8% Dana Inc. Eliminate/Reduce - Supermajority Vote Requirement John Chevedden 79.9% 19.6% 0.4% 70.8% 17.4% 0.4% 3.7% Equity Residential Eliminate/Reduce - Supermajority Vote Requirement Trowel Trades S&P 500 Index Fund 79.9% 20.0% 0.1% 71.1% 17.8% 0.1% 2.5% L Brands Inc. Eliminate/Reduce - Supermajority Vote Requirement John Chevedden 57.5% 42.0% 0.4% 47.1% 34.4% 0.4% 6.2% Netflix Inc. Eliminate/Reduce - Supermajority Vote Requirement Myra K. Young 63.0% 36.4% 0.6% 46.5% 26.9% 0.4% 15.9% PACCAR Inc. Eliminate/Reduce - Supermajority Vote Requirement John Chevedden 52.2% 47.1% 0.7% 45.1% 40.6% 0.6% 0.0% Vertex Pharmaceuticals Inc. Eliminate/Reduce - Supermajority Vote Requirement Kenneth Steiner 80.9% 19.0% 0.1% 70.9% 16.7% 0.1% 2.9% Apple Inc. Engage Outside Independent Experts for Compensation Reforms Jing Zhao 2.2% 97.1% 0.7% 1.3% 57.4% 0.4% 27.1% Bank of America Corporation Executive Compensation - Amend Clawback Policy John Chevedden 5.7% 93.3% 1.0% 4.1% 66.6% 0.7% 15.2% Caterpillar Inc. Executive Compensation - Amend Clawback Policy CtW Investment Group 28.2% 67.7% 4.1% 20.7% 49.7% 3.0% 18.2% Citigroup Inc. Executive Compensation - Amend Clawback Policy John Chevedden 3.0% 96.4% 0.7% 2.2% 71.8% 0.5% 9.4% JP Morgan Chase & Co Executive Compensation - Amend Clawback Policy Kenneth Steiner 3.9% 95.5% 0.6% 3.0% 73.8% 0.4% 11.3% Verizon Communications Inc. Executive Compensation - Amend Clawback Policy Jack K. and Ilene Cohen 33.3% 65.6% 1.1% 22.5% 44.3% 0.7% 18.6% TJX Companies Inc. (The) Executive Compensation - Include Diversity as a Performance Metric Northstar Asset Management 4.6% 93.1% 2.3% 3.7% 75.5% 1.9% 5.9%

18 > Georgeson | Proxy Insight Figure 10 Shareholder Proposal Voting Results Sorted by Proposal – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Non- Company Proposal Sponsor For Against Abstain For Against Abstain Vote Executive Compensation - Include Sustainability as a Performance Amazon.com Inc. Mercy For Animals 4.8% 93.1% 2.1% 3.8% 73.6% 1.7% 11.0% Measure for Senior Executive Compensation Executive Compensation - Include Sustainability as a Performance Caterpillar Inc. Heartland Initiative Inc. 4.5% 93.5% 1.9% 3.3% 68.7% 1.4% 18.2% Measure for Senior Executive Compensation Executive Compensation - Include Sustainability as a Performance Discovery Communications Inc. Clean Yield Asset Management 19.0% 80.8% 0.2% 17.1% 72.8% 0.2% 4.1% Measure for Senior Executive Compensation Expeditors International of Executive Compensation - Include Sustainability as a Performance Sonen Capital 21.2% 75.8% 3.1% 17.3% 61.8% 2.5% 7.8% Washington Inc. Measure for Senior Executive Compensation Executive Compensation - Include Sustainability as a Performance Walgreens Boots Alliance Inc Jonathan and Deborah Scott 20.0% 66.7% 13.3% 15.4% 51.4% 10.3% 12.4% Measure for Senior Executive Compensation Executive Compensation - Matching contributions to Nonqualified Verizon Communications Inc. Association of BellTel Retirees Inc. 8.0% 91.1% 0.9% 5.4% 61.4% 0.6% 18.6% Executive Savings Plan Unitarian Universalist Association of ConocoPhillips Executive Compensation - Oil/Gas Reserve Metrics used for Exec. Comp. 6.4% 89.0% 4.6% 4.5% 62.2% 3.2% 18.4% Congregations Devon Energy Corporation Executive Compensation - Oil/Gas Reserve Metrics used for Exec. Comp. Anna Marie Lyles 6.8% 91.3% 1.9% 5.2% 70.1% 1.5% 9.6% BlackRock Inc. Executive Compensation - Report on Proxy Voting and Exec. Comp. Stephen M. Silberstein Revocable Trust 2.7% 97.2% 0.2% 2.2% 81.5% 0.1% 5.6% Franklin Resources Inc. Executive Compensation - Report on Proxy Voting and Exec. Comp. Stephen M. Silberstein Revocable Trust 3.2% 90.0% 6.8% 2.6% 73.1% 5.5% 6.5% T. Rowe Price Group Inc. Executive Compensation - Report on Proxy Voting and Exec. Comp. Gun Denhart Living Trust 5.2% 94.3% 0.5% 3.8% 68.7% 0.4% 14.3% McDonald's Corporation Issue New Series of Preferred Stock with the Right to Elect own Director Marco Consulting Group 1.3% 98.0% 0.6% 0.9% 67.4% 0.4% 15.8% Alexion Pharmaceuticals Inc. Provide for Confidential Voting John Chevedden 5.0% 94.2% 0.8% 4.4% 82.7% 0.7% 3.2% Celgene Corporation Provide for Confidential Voting John Chevedden 4.3% 94.8% 1.0% 3.2% 70.4% 0.7% 14.5% American Express Company Provide Right to Act by Written Consent Myra K. Young 38.5% 61.3% 0.2% 31.0% 49.4% 0.2% 9.1% AT&T Inc. Provide Right to Act by Written Consent Kenneth Steiner 42.2% 56.1% 1.7% 24.5% 32.6% 1.0% 23.9% BorgWarner Inc. Provide Right to Act by Written Consent John Chevedden 57.9% 35.6% 6.6% 49.5% 30.4% 5.6% 5.7% Capital One Financial Corporation Provide Right to Act by Written Consent John Chevedden 44.8% 55.0% 0.2% 37.9% 46.5% 0.2% 6.2% Cognizant Technology Solutions Corp. Provide Right to Act by Written Consent James McRitchie 45.6% 54.2% 0.2% 37.0% 43.9% 0.1% 6.8% Deere & Company Provide Right to Act by Written Consent John Chevedden 36.1% 63.3% 0.6% 25.6% 44.9% 0.4% 16.2% eBay Inc. Provide Right to Act by Written Consent John Chevedden 47.6% 52.1% 0.3% 39.6% 43.3% 0.3% 5.4% EMCOR Group Inc. Provide Right to Act by Written Consent John Chevedden 43.9% 55.7% 0.4% 39.3% 49.8% 0.4% 3.3% Gilead Sciences Inc. Provide Right to Act by Written Consent James McRitchie 48.4% 51.3% 0.3% 32.7% 34.7% 0.2% 15.4% Illinois Tool Works Inc. Provide Right to Act by Written Consent John Chevedden 33.9% 65.1% 1.1% 27.0% 51.9% 0.9% 9.7% Nasdaq Inc Provide Right to Act by Written Consent Kenneth Steiner 44.9% 54.7% 0.4% 27.2% 33.1% 0.3% 5.0% PayPal Holdings Inc Provide Right to Act by Written Consent James McRitchie and Myra K. Young 36.0% 63.6% 0.3% 28.6% 50.6% 0.3% 8.0% Ryder System Inc. Provide Right to Act by Written Consent John Chevedden 58.2% 40.4% 1.4% 50.5% 35.1% 1.2% 6.1% Western Union Company (The) Provide Right to Act by Written Consent John Chevedden 51.2% 48.7% 0.1% 43.6% 41.6% 0.1% 5.0% Amazon.com Inc. Provide Vote Counting to Exclude Abstentions Bryce A. Mathern 6.4% 93.4% 0.2% 5.1% 73.8% 0.2% 11.0% Amgen Inc. Provide Vote Counting to Exclude Abstentions Sarah F. Rutherford 6.1% 93.0% 0.9% 4.8% 72.4% 0.7% 12.1% Baker Hughes Incorporated Provide Vote Counting to Exclude Abstentions Equality Network Foundation 14.6% 85.3% 0.1% 12.5% 73.0% 0.1% 6.0% Charles Schwab Corporation Provide Vote Counting to Exclude Abstentions Seattle Mennonite Church 7.1% 92.6% 0.2% 6.3% 81.2% 0.2% 6.1% FedEx Corporation Provide Vote Counting to Exclude Abstentions Equality Network Foundation 5.9% 93.8% 0.3% 4.7% 74.2% 0.3% 9.7% Hormel Foods Corporation Provide Vote Counting to Exclude Abstentions Investor Voice, SPC 3.2% 96.4% 0.4% 2.7% 79.0% 0.3% 9.0% Intel Corporation Provide Vote Counting to Exclude Abstentions N/A 10.0% 89.4% 0.5% 6.9% 61.9% 0.4% 18.0% JP Morgan Chase & Co Provide Vote Counting to Exclude Abstentions Mercy Rome 8.5% 91.0% 0.6% 6.6% 70.3% 0.4% 11.3% McDonald's Corporation Provide Vote Counting to Exclude Abstentions Equality Network Foundation 9.3% 90.1% 0.6% 6.4% 61.9% 0.4% 15.8% Morgan Stanley Provide Vote Counting to Exclude Abstentions Equality Network Foundation 7.5% 91.8% 0.7% 6.4% 78.2% 0.6% 6.7% Southwestern Energy Company Provide Vote Counting to Exclude Abstentions John Chevedden 18.0% 81.1% 0.9% 13.7% 61.9% 0.7% 9.3% Abercrombie & Fitch Company Proxy Access - Enact Comptroller of the City of New York 82.2% 17.7% 0.1% 51.6% 11.1% 0.1% 16.5% Bed Bath & Beyond Inc. Proxy Access - Enact Comptroller of the City of New York 61.5% 38.3% 0.2% 52.7% 32.8% 0.2% 7.6% Charles Schwab Corporation Proxy Access - Enact Comptroller of the City of New York 61.2% 38.6% 0.2% 53.7% 33.8% 0.2% 6.1% International Brotherhood of Charter Communications Inc. Proxy Access - Enact 43.5% 56.4% 0.1% 39.6% 51.3% 0.1% 2.6% Electrical Workers Pension Fund Cigna Corporation Proxy Access - Enact John Chevedden 50.5% 49.1% 0.3% 43.0% 41.8% 0.3% 4.7% Crown Castle International Corp. Proxy Access - Enact Comptroller of the City of New York 86.4% 13.4% 0.2% 75.5% 11.7% 0.2% 5.3% GGP Inc Proxy Access - Enact N/A 55.0% 44.5% 0.5% 47.9% 38.8% 0.5% 1.6% Hospitality Properties Trust Proxy Access - Enact Comptroller of the City of New York 84.1% 15.0% 0.8% 64.9% 11.6% 0.6% 16.0% Humana Inc. Proxy Access - Enact Comptroller of the City of New York 76.1% 23.6% 0.3% 64.3% 19.9% 0.3% 4.6% International Business Machines Proxy Access - Enact Comptroller of the City of New York 58.5% 39.9% 1.6% 38.1% 26.0% 1.0% 17.6% Corporation Kinder Morgan Inc. Proxy Access - Enact Comptroller of the City of New York 58.2% 41.2% 0.6% 40.2% 28.5% 0.4% 18.9% Knight-Swift Transportation Proxy Access - Enact John Chevedden 30.0% 69.7% 0.3% 26.8% 62.4% 0.3% 5.8% Holdings Inc Martin Marietta Materials Inc. Proxy Access - Enact Comptroller of the City of New York 72.3% 27.4% 0.3% 63.0% 23.9% 0.2% 4.9%

2017 Annual Corporate Governance Review > 19 Figure 10 Shareholder Proposal Voting Results Sorted by Proposal – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Non- Company Proposal Sponsor For Against Abstain For Against Abstain Vote Minerals Technologies Inc. Proxy Access - Enact Comptroller of the City of New York 86.4% 12.4% 1.2% 79.8% 11.4% 1.1% 2.6% Monster Beverage Corporation Proxy Access - Enact Comptroller of the City of New York 40.7% 59.2% 0.1% 36.2% 52.7% 0.1% 3.2% Nabors Industries Ltd. Proxy Access - Enact Comptroller of the City of New York 66.4% 33.0% 0.6% 56.3% 27.9% 0.5% 5.4% National Oilwell Varco Inc. Proxy Access - Enact Comptroller of the City of New York 98.2% 1.6% 0.1% 77.9% 1.3% 0.1% 7.8% Netflix Inc. Proxy Access - Enact Comptroller of the City of New York 53.7% 45.6% 0.7% 39.7% 33.7% 0.5% 15.9% Old Republic International California Public Employees’ Proxy Access - Enact 74.0% 25.2% 0.8% 57.6% 19.6% 0.6% 14.0% Corporation Retirement System (CalPERS) PACCAR Inc. Proxy Access - Enact Comptroller of the City of New York 49.2% 50.0% 0.8% 42.5% 43.2% 0.7% 0.0% Senior Housing Properties Trust Proxy Access - Enact UAW Retiree Medical Benefits Trust 77.9% 21.1% 1.0% 59.7% 16.2% 0.7% 17.0% SuperValu Inc. Proxy Access - Enact UAW Retiree Medical Benefits Trust 75.7% 24.0% 0.3% 56.1% 17.8% 0.2% 12.6% Tyson Foods Inc. Proxy Access - Enact UAW Retiree Medical Benefits Trust 21.7% 78.2% 0.1% 20.4% 73.7% 0.1% 2.0% Universal Health Services, Inc. Proxy Access - Enact Comptroller of the City of New York 8.3% 91.7% 0.0% 5.7% 62.7% 0.0% 0.4% Waters Corporation Proxy Access - Enact Comptroller of the City of New York 80.9% 9.6% 9.5% 68.7% 8.2% 8.0% 3.4% Williams-Sonoma Inc. Proxy Access - Enact James McRitchie and Myra K. Young 18.7% 77.9% 3.4% 16.0% 66.5% 2.9% 9.7% AES Corporation (The) Proxy Access - Fix It John Chevedden 32.4% 66.5% 1.1% 28.2% 58.0% 1.0% 3.6% Alaska Air Group Inc. Proxy Access - Fix It John Chevedden 23.2% 76.2% 0.6% 18.3% 60.3% 0.5% 9.1% Apple Inc. Proxy Access - Fix It James McRitchie 31.7% 67.6% 0.7% 18.7% 40.0% 0.4% 27.1% AT&T Inc. Proxy Access - Fix It John Chevedden 29.9% 68.3% 1.9% 17.4% 39.7% 1.1% 23.9% Baxter International Inc. Proxy Access - Fix It John Chevedden 28.0% 71.5% 0.5% 21.3% 54.2% 0.4% 9.6% Cummins Inc. Proxy Access - Fix It John Chevedden 34.0% 65.4% 0.7% 25.9% 49.9% 0.5% 11.3% Edison International Proxy Access - Fix It John Chevedden 33.9% 65.2% 0.9% 27.1% 52.0% 0.7% 8.1% Fiserv Inc. Proxy Access - Fix It John Chevedden 24.4% 75.3% 0.3% 20.2% 62.2% 0.3% 9.1% Flowserve Corporation Proxy Access - Fix It John Chevedden 18.6% 77.7% 3.7% 16.6% 69.4% 3.3% 4.8% H&R Block Inc. Proxy Access - Fix It James McRitchie 29.8% 69.7% 0.5% 25.0% 58.4% 0.4% 7.4% Huntington Ingalls Industries Inc. Proxy Access - Fix It John Chevedden 35.4% 63.9% 0.7% 28.6% 51.6% 0.6% 8.2% Kansas City Southern Proxy Access - Fix It James McRitchie 28.7% 71.0% 0.3% 23.2% 57.3% 0.2% 8.3% Kellogg Company Proxy Access - Fix It James McRitchie 18.1% 81.1% 0.8% 14.4% 64.8% 0.6% 9.4% Microsoft Corporation Proxy Access - Fix It James McRitchie 26.4% 72.0% 1.6% 19.0% 51.9% 1.1% 16.6% NCR Corporation Proxy Access - Fix It Myra K. Young 22.0% 77.1% 0.9% 17.7% 62.0% 0.7% 7.7% QUALCOMM Incorporated Proxy Access - Fix It James McRitchie 31.5% 67.8% 0.7% 23.6% 50.9% 0.5% 14.7% SciClone Pharmaceuticals Inc. Proxy Access - Fix It James McRitchie 27.7% 70.3% 1.9% 18.6% 47.2% 1.3% 10.7% Starbucks Corporation Proxy Access - Fix It James McRitchie 28.2% 71.3% 0.5% 19.6% 49.5% 0.3% 17.8% Stericycle Inc. Proxy Access - Fix It John Chevedden 29.0% 70.5% 0.5% 24.1% 58.6% 0.4% 6.6% United Natural Foods Inc. Proxy Access - Fix It James McRitchie and Myra K. Young 34.9% 62.7% 2.4% 29.9% 53.7% 2.0% 6.5% Walgreens Boots Alliance Inc Proxy Access - Fix It John Chevedden 24.4% 71.5% 4.1% 18.8% 55.2% 3.2% 12.4% Walt Disney Company (The) Proxy Access - Fix It James McRitchie 26.7% 72.4% 0.8% 18.2% 49.4% 0.6% 17.1% James McRitchie and John Whole Foods Market Inc. Proxy Access - Fix It 36.3% 62.7% 1.0% 25.4% 43.9% 0.7% 17.0% Chevedden California State Teachers' Ebix Inc. Require a Majority Vote for the Election of Directors 54.4% 45.3% 0.3% 41.6% 34.7% 0.2% 14.0% Retirement System (CalSTRS) Southwest Regional Council of Exxon Mobil Corporation Require a Majority Vote for the Election of Directors 45.3% 53.6% 1.1% 29.5% 34.9% 0.7% 20.6% Carpenters Pension Fund California State Teachers' Heartland Express Inc. Require a Majority Vote for the Election of Directors 49.5% 50.4% 0.1% 47.0% 47.8% 0.1% 2.2% Retirement System (CalSTRS) California State Teachers' Installed Building Products, Inc. Require a Majority Vote for the Election of Directors 57.1% 8.0% 34.9% 52.4% 7.3% 32.0% 5.0% Retirement System (CalSTRS) California State Teachers' LendingTree, Inc. Require a Majority Vote for the Election of Directors 50.0% 48.9% 1.1% 43.7% 42.8% 1.0% 8.4% Retirement System (CalSTRS) California State Teachers' LGI Homes, Inc. Require a Majority Vote for the Election of Directors 49.2% 49.5% 1.3% 35.0% 35.2% 1.0% 18.9% Retirement System (CalSTRS) Service Employees International Netflix Inc. Require a Majority Vote for the Election of Directors 64.2% 35.1% 0.6% 47.4% 26.0% 0.5% 15.9% Union General Fund California State Teachers' Servisfirst Bancshares Inc Require a Majority Vote for the Election of Directors 24.9% 74.5% 0.6% 18.7% 56.0% 0.4% 16.3% Retirement System (CalSTRS) California State Teachers' Spectrum Pharmaceuticals Inc. Require a Majority Vote for the Election of Directors 86.0% 13.3% 0.7% 58.1% 9.0% 0.5% 20.7% Retirement System (CalSTRS) Sheet Metal Workers’ National Umpqua Holdings Corporation Require a Majority Vote for the Election of Directors 59.6% 39.7% 0.7% 50.2% 33.5% 0.6% 9.0% Pension Fund Allstate Corporation (The) Require Director - Lead Director Tenure Restrictions William Steiner 5.5% 93.9% 0.6% 4.2% 70.6% 0.5% 10.3% Chevron Corporation Require Director Nominee with Environmental Experience Comptroller of the State of New York 19.1% 78.3% 2.6% 13.3% 54.6% 1.8% 17.5% Dominion Energy Inc Require Director Nominee with Environmental Experience Joy Loving 17.6% 79.1% 3.3% 11.9% 53.6% 2.2% 15.7% Wal-Mart Stores Inc. Require Director Nominee with Environmental Experience Organization United for Respect 2.1% 96.9% 1.0% 1.8% 82.9% 0.9% 7.7%

20 > Georgeson | Proxy Insight Figure 10 Shareholder Proposal Voting Results Sorted by Proposal – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Non- Company Proposal Sponsor For Against Abstain For Against Abstain Vote Abbott Laboratories Require Independent Board Chairman Kenneth Steiner 37.1% 62.1% 0.8% 28.1% 47.1% 0.6% 13.4% AbbVie Inc. Require Independent Board Chairman Congregation of Sisters of St. Agnes 34.3% 65.1% 0.6% 24.3% 46.1% 0.4% 17.6% Allergan PLC Require Independent Board Chairman N/A 20.5% 79.0% 0.5% 16.8% 64.6% 0.4% 7.1% Allstate Corporation (The) Require Independent Board Chairman Kenneth Steiner 22.6% 76.8% 0.5% 17.0% 57.8% 0.4% 10.3% American Airlines Group Inc. Require Independent Board Chairman John Chevedden 19.4% 80.3% 0.3% 14.4% 59.7% 0.2% 16.6% Bank of America Corporation Require Independent Board Chairman Kenneth Steiner 32.7% 66.5% 0.8% 23.4% 47.5% 0.6% 15.2% Becton, Dickinson and Company Require Independent Board Chairman Kenneth Steiner 24.3% 74.7% 1.0% 19.0% 58.5% 0.8% 9.7% Biglari Holdings Inc. Require Independent Board Chairman Humane Society of the United States 26.6% 72.8% 0.5% 23.8% 65.1% 0.5% 7.4% Caterpillar Inc. Require Independent Board Chairman John Chevedden 26.2% 73.3% 0.6% 19.2% 53.8% 0.4% 18.2% Chevron Corporation Require Independent Board Chairman N/A 36.3% 57.3% 6.4% 25.3% 40.0% 4.5% 17.5% Dillard's Inc. Require Independent Board Chairman N/A 22.9% 77.1% 0.1% 19.5% 65.8% 0.1% 6.5% Emerson Electric Company Require Independent Board Chairman Needmor Fund 39.9% 55.0% 5.1% 29.3% 40.5% 3.7% 15.1% Express Scripts Holding Company Require Independent Board Chairman John Chevedden 46.5% 52.4% 1.2% 36.1% 40.7% 0.9% 10.5% Exxon Mobil Corporation Require Independent Board Chairman Ellen Higgins Trust 1959 37.9% 61.1% 1.0% 24.7% 39.8% 0.6% 20.6% Facebook Inc. Require Independent Board Chairman N/A 12.4% 87.5% 0.1% 9.9% 70.2% 0.1% 5.9% Flowers Foods Inc. Require Independent Board Chairman N/A 23.5% 75.0% 1.6% 18.7% 59.7% 1.2% 13.2% General Electric Company Require Independent Board Chairman Kenneth Steiner 24.1% 75.0% 0.9% 14.0% 43.7% 0.5% 18.8% General Motors Company Require Independent Board Chairman Greenlight Capital Inc. 41.3% 58.2% 0.5% 31.9% 44.9% 0.4% 5.4% Gilead Sciences Inc. Require Independent Board Chairman John Chevedden 44.2% 55.6% 0.2% 29.9% 37.6% 0.2% 15.4% Goodyear Tire & Rubber Company Require Independent Board Chairman John Chevedden 23.4% 76.3% 0.3% 18.8% 61.2% 0.2% 8.6% Honeywell International Inc. Require Independent Board Chairman International Brotherhood of Teamsters 27.8% 71.6% 0.6% 21.7% 56.0% 0.5% 11.0% Johnson & Johnson Require Independent Board Chairman Sisters of St. Francis of Philadelphia 42.5% 56.8% 0.8% 29.1% 39.0% 0.5% 16.6% JP Morgan Chase & Co Require Independent Board Chairman John Chevedden 33.3% 62.5% 4.2% 25.7% 48.3% 3.2% 11.3% KeyCorp Require Independent Board Chairman Gerald R. Armstrong 24.1% 75.5% 0.4% 19.0% 59.7% 0.3% 10.2% Kohl's Corporation Require Independent Board Chairman Humane Society of the United States 19.0% 80.8% 0.2% 14.8% 63.0% 0.1% 10.3% Kroger Company (The) Require Independent Board Chairman Sum of Us 35.6% 63.3% 1.1% 28.6% 50.8% 0.8% 11.0% Merck & Company Inc. Require Independent Board Chairman Kenneth Steiner 46.5% 53.1% 0.4% 33.9% 38.7% 0.3% 14.0% Pfizer Inc. Require Independent Board Chairman Sisters of St. Francis of Philadelphia 25.6% 73.6% 0.8% 18.2% 52.4% 0.6% 15.5% Post Holdings Inc. Require Independent Board Chairman Humane Society of the United States 27.6% 72.2% 0.1% 24.4% 63.8% 0.1% 3.5% Prudential Financial Inc. Require Independent Board Chairman John Chevedden 43.0% 56.2% 0.8% 28.7% 37.5% 0.5% 8.0% Service Corp International Require Independent Board Chairman International Brotherhood of Teamsters 35.9% 63.7% 0.3% 29.3% 51.9% 0.3% 8.9% Time Inc Require Independent Board Chairman Kenneth Steiner 32.1% 67.7% 0.2% 26.4% 55.6% 0.1% 9.0% U.S. Bancorp Require Independent Board Chairman Gerald R. Armstrong 31.6% 67.5% 0.9% 24.1% 51.5% 0.7% 12.5% UMB Financial Corporation Require Independent Board Chairman N/A 22.4% 77.1% 0.5% 19.4% 66.7% 0.4% 5.6% Union Pacific Corporation Require Independent Board Chairman John Chevedden 45.4% 54.0% 0.6% 35.1% 41.7% 0.5% 10.8% Wal-Mart Stores Inc. Require Independent Board Chairman N/A 15.1% 84.3% 0.5% 13.0% 72.1% 0.5% 7.7% Wendy's Company (The) Require Independent Board Chairman Kenneth Steiner 27.2% 72.3% 0.5% 21.2% 56.2% 0.4% 14.6% Xcel Energy Inc. Require Independent Board Chairman Gerald R. Armstrong 18.7% 80.3% 0.9% 13.8% 59.3% 0.7% 12.8% Zions Bancorporation Require Independent Board Chairman Gerald R. Armstrong 23.6% 75.8% 0.5% 18.7% 60.0% 0.4% 7.0% General Electric Company Restore or Provide for Cumulative Voting Martin Harangozo 11.0% 88.0% 1.1% 6.4% 51.2% 0.6% 18.8% Wells Fargo & Company Restore or Provide for Cumulative Voting Gerald R. Armstrong 8.3% 90.9% 0.8% 6.7% 73.4% 0.6% 9.7% Wells Fargo & Company Review and Report on Business Standards Sisters of St. Francis of Philadelphia 21.8% 77.6% 0.6% 17.6% 62.6% 0.5% 9.7% Special Meeting - Reduce Ownership Threshold for Shareholders to Boeing Company (The) John Chevedden 37.1% 61.9% 1.0% 27.1% 45.3% 0.7% 17.3% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to Bristol-Myers Squibb Company James McRitchie 38.0% 61.2% 0.8% 26.6% 42.8% 0.5% 17.6% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to Caterpillar Inc. Myra K. Young 32.9% 66.6% 0.5% 24.2% 48.9% 0.4% 18.2% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to Chemed Corp. John Chevedden 39.4% 60.4% 0.2% 34.7% 53.2% 0.1% 4.9% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to Chevron Corporation N/A 31.4% 67.1% 1.4% 21.9% 46.8% 1.0% 17.5% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to Chipotle Mexican Grill Inc. James McRitchie 29.7% 70.0% 0.3% 20.7% 48.7% 0.2% 15.3% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to Clorox Company (The) James McRitchie 40.1% 59.1% 0.8% 27.0% 39.7% 0.6% 21.5% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to Colgate-Palmolive Company John Chevedden 43.8% 55.6% 0.6% 32.5% 41.3% 0.5% 11.6% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to CVS Health Corp William Steiner 52.2% 47.5% 0.4% 41.2% 37.5% 0.3% 10.0% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to Exxon Mobil Corporation Kenneth Steiner 39.6% 59.1% 1.3% 25.8% 38.5% 0.9% 20.6% Call Special Meeting

2017 Annual Corporate Governance Review > 21 Figure 10 Shareholder Proposal Voting Results Sorted by Proposal – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Non- Company Proposal Sponsor For Against Abstain For Against Abstain Vote Special Meeting - Reduce Ownership Threshold for Shareholders to HCA Holdings Inc. John Chevedden 32.6% 66.3% 1.1% 27.5% 56.0% 0.9% 2.7% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to Home Depot Inc. (The) John Chevedden 41.4% 58.2% 0.4% 29.9% 42.0% 0.3% 15.6% Call Special Meeting International Business Machines Special Meeting - Reduce Ownership Threshold for Shareholders to John Chevedden 37.1% 61.5% 1.4% 24.2% 40.0% 0.9% 17.6% Corporation Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to JP Morgan Chase & Co William Steiner 43.1% 55.7% 1.1% 33.3% 43.0% 0.9% 11.3% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to McDonald's Corporation John Chevedden 47.6% 51.8% 0.6% 32.7% 35.6% 0.4% 15.8% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to MetLife Inc. William Steiner 42.7% 57.1% 0.2% 35.8% 47.8% 0.2% 6.7% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to NETGEAR Inc. James McRitchie 52.8% 47.2% 0.0% 47.5% 42.5% 0.0% 5.8% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to Occidental Petroleum Corporation John Chevedden 44.4% 54.5% 1.1% 34.8% 42.7% 0.9% 10.1% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to O'Reilly Automotive Inc. John Chevedden 36.6% 63.1% 0.3% 30.1% 52.0% 0.2% 9.0% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to Pfizer Inc. John Chevedden 45.8% 53.4% 0.8% 32.6% 38.1% 0.6% 15.5% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to Priceline Group Inc John Chevedden 37.9% 60.9% 1.2% 32.6% 52.5% 1.1% 4.6% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to United Rentals Inc. John Chevedden 50.5% 49.1% 0.4% 39.1% 38.1% 0.3% 7.6% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to Verizon Communications Inc. Kenneth Steiner 49.3% 49.6% 1.0% 33.3% 33.5% 0.7% 18.6% Call Special Meeting Salesforce.com Inc Special Meeting - Shareholders May Call Special Meeting James McRitchie and Myra K. Young 50.3% 49.3% 0.4% 41.8% 41.0% 0.4% 7.5%

22 > Georgeson | Proxy Insight Figure 11 Shareholder Proposal Voting Results Sorted by Sponsor – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Non- Company Proposal Sponsor For Against Abstain For Against Abstain Vote Citigroup Inc. Compensation/Vesting - Limit/Prohibit Accelerated Vesting of Awards AFL-CIO 35.4% 64.4% 0.3% 26.3% 47.9% 0.2% 9.4% Compensation/Vesting - Prohibit Accelerated Vesting of Awards to JP Morgan Chase & Co AFL-CIO 26.5% 72.5% 1.0% 20.5% 56.0% 0.8% 11.3% Pursue Government Service Service Corp International Adopt Simple Majority Vote Amalgamated Bank 74.1% 25.6% 0.4% 61.6% 21.2% 0.3% 7.3% Devon Energy Corporation Executive Compensation - Oil/Gas Reserve Metrics used for Exec. Comp. Anna Marie Lyles 6.8% 91.3% 1.9% 5.2% 70.1% 1.5% 9.6% Executive Compensation - Matching contributions to Nonqualified Verizon Communications Inc. Association of BellTel Retirees Inc. 8.0% 91.1% 0.9% 5.4% 61.4% 0.6% 18.6% Executive Savings Plan Bank of America Corporation Divest Non-core Banking Business Segments Bartlett Collins Naylor 3.0% 95.6% 1.4% 2.1% 68.3% 1.0% 15.2% Citigroup Inc. Appoint a Stockholder Value Committee Bartlett Collins Naylor 2.6% 96.5% 1.0% 1.9% 71.8% 0.7% 9.4% Wells Fargo & Company Divest Non-core Banking Business Segments Bartlett Collins Naylor 3.0% 95.6% 1.4% 2.4% 77.1% 1.2% 9.7% Amazon.com Inc. Provide Vote Counting to Exclude Abstentions Bryce A. Mathern 6.4% 93.4% 0.2% 5.1% 73.8% 0.2% 11.0% Old Republic International California Public Employees’ Proxy Access - Enact 74.0% 25.2% 0.8% 57.6% 19.6% 0.6% 14.0% Corporation Retirement System (CalPERS) California State Teachers' Ebix Inc. Require a Majority Vote for the Election of Directors 54.4% 45.3% 0.3% 41.6% 34.7% 0.2% 14.0% Retirement System (CalSTRS) California State Teachers' Heartland Express Inc. Require a Majority Vote for the Election of Directors 49.5% 50.4% 0.1% 47.0% 47.8% 0.1% 2.2% Retirement System (CalSTRS) California State Teachers' Installed Building Products, Inc. Require a Majority Vote for the Election of Directors 57.1% 8.0% 34.9% 52.4% 7.3% 32.0% 5.0% Retirement System (CalSTRS) California State Teachers' LendingTree, Inc. Require a Majority Vote for the Election of Directors 50.0% 48.9% 1.1% 43.7% 42.8% 1.0% 8.4% Retirement System (CalSTRS) California State Teachers' LGI Homes, Inc. Require a Majority Vote for the Election of Directors 49.2% 49.5% 1.3% 35.0% 35.2% 1.0% 18.9% Retirement System (CalSTRS) California State Teachers' Servisfirst Bancshares Inc Require a Majority Vote for the Election of Directors 24.9% 74.5% 0.6% 18.7% 56.0% 0.4% 16.3% Retirement System (CalSTRS) California State Teachers' Spectrum Pharmaceuticals Inc. Require a Majority Vote for the Election of Directors 86.0% 13.3% 0.7% 58.1% 9.0% 0.5% 20.7% Retirement System (CalSTRS) Executive Compensation - Include Sustainability as a Performance Discovery Communications Inc. Clean Yield Asset Management 19.0% 80.8% 0.2% 17.1% 72.8% 0.2% 4.1% Measure for Senior Executive Compensation Abercrombie & Fitch Company Proxy Access - Enact Comptroller of the City of New York 82.2% 17.7% 0.1% 51.6% 11.1% 0.1% 16.5% Bed Bath & Beyond Inc. Proxy Access - Enact Comptroller of the City of New York 61.5% 38.3% 0.2% 52.7% 32.8% 0.2% 7.6% Charles Schwab Corporation Proxy Access - Enact Comptroller of the City of New York 61.2% 38.6% 0.2% 53.7% 33.8% 0.2% 6.1% Crown Castle International Corp. Proxy Access - Enact Comptroller of the City of New York 86.4% 13.4% 0.2% 75.5% 11.7% 0.2% 5.3% Hospitality Properties Trust Proxy Access - Enact Comptroller of the City of New York 84.1% 15.0% 0.8% 64.9% 11.6% 0.6% 16.0% Humana Inc. Proxy Access - Enact Comptroller of the City of New York 76.1% 23.6% 0.3% 64.3% 19.9% 0.3% 4.6% International Business Machines Proxy Access - Enact Comptroller of the City of New York 58.5% 39.9% 1.6% 38.1% 26.0% 1.0% 17.6% Corporation Kinder Morgan Inc. Proxy Access - Enact Comptroller of the City of New York 58.2% 41.2% 0.6% 40.2% 28.5% 0.4% 18.9% Martin Marietta Materials Inc. Proxy Access - Enact Comptroller of the City of New York 72.3% 27.4% 0.3% 63.0% 23.9% 0.2% 4.9% Minerals Technologies Inc. Proxy Access - Enact Comptroller of the City of New York 86.4% 12.4% 1.2% 79.8% 11.4% 1.1% 2.6% Monster Beverage Corporation Proxy Access - Enact Comptroller of the City of New York 40.7% 59.2% 0.1% 36.2% 52.7% 0.1% 3.2% Nabors Industries Ltd. Proxy Access - Enact Comptroller of the City of New York 66.4% 33.0% 0.6% 56.3% 27.9% 0.5% 5.4% National Oilwell Varco Inc. Proxy Access - Enact Comptroller of the City of New York 98.2% 1.6% 0.1% 77.9% 1.3% 0.1% 7.8% Netflix Inc. Proxy Access - Enact Comptroller of the City of New York 53.7% 45.6% 0.7% 39.7% 33.7% 0.5% 15.9% PACCAR Inc. Proxy Access - Enact Comptroller of the City of New York 49.2% 50.0% 0.8% 42.5% 43.2% 0.7% 0.0% Universal Health Services, Inc. Proxy Access - Enact Comptroller of the City of New York 8.3% 91.7% 0.0% 5.7% 62.7% 0.0% 0.4% Waters Corporation Proxy Access - Enact Comptroller of the City of New York 80.9% 9.6% 9.5% 68.7% 8.2% 8.0% 3.4% Chevron Corporation Require Director Nominee with Environmental Experience Comptroller of the State of New York 19.1% 78.3% 2.6% 13.3% 54.6% 1.8% 17.5% Compensation/Vesting - Submit Severance Agreement (Change-in- Guess? Inc. Comptroller of the State of New York 36.0% 64.0% 0.1% 31.6% 56.2% 0.1% 6.1% Control) to Shareholder Vote AbbVie Inc. Require Independent Board Chairman Congregation of Sisters of St. Agnes 34.3% 65.1% 0.6% 24.3% 46.1% 0.4% 17.6% Caterpillar Inc. Executive Compensation - Amend Clawback Policy CtW Investment Group 28.2% 67.7% 4.1% 20.7% 49.7% 3.0% 18.2% Exxon Mobil Corporation Require Independent Board Chairman Ellen Higgins Trust 1959 37.9% 61.1% 1.0% 24.7% 39.8% 0.6% 20.6% Baker Hughes Incorporated Provide Vote Counting to Exclude Abstentions Equality Network Foundation 14.6% 85.3% 0.1% 12.5% 73.0% 0.1% 6.0% FedEx Corporation Provide Vote Counting to Exclude Abstentions Equality Network Foundation 5.9% 93.8% 0.3% 4.7% 74.2% 0.3% 9.7% McDonald's Corporation Provide Vote Counting to Exclude Abstentions Equality Network Foundation 9.3% 90.1% 0.6% 6.4% 61.9% 0.4% 15.8% Morgan Stanley Provide Vote Counting to Exclude Abstentions Equality Network Foundation 7.5% 91.8% 0.7% 6.4% 78.2% 0.6% 6.7% KeyCorp Require Independent Board Chairman Gerald R. Armstrong 24.1% 75.5% 0.4% 19.0% 59.7% 0.3% 10.2% U.S. Bancorp Require Independent Board Chairman Gerald R. Armstrong 31.6% 67.5% 0.9% 24.1% 51.5% 0.7% 12.5% Wells Fargo & Company Restore or Provide for Cumulative Voting Gerald R. Armstrong 8.3% 90.9% 0.8% 6.7% 73.4% 0.6% 9.7% Xcel Energy Inc. Require Independent Board Chairman Gerald R. Armstrong 18.7% 80.3% 0.9% 13.8% 59.3% 0.7% 12.8% Zions Bancorporation Require Independent Board Chairman Gerald R. Armstrong 23.6% 75.8% 0.5% 18.7% 60.0% 0.4% 7.0%

2017 Annual Corporate Governance Review > 23 Figure 11 Shareholder Proposal Voting Results Sorted by Sponsor – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Non- Company Proposal Sponsor For Against Abstain For Against Abstain Vote General Motors Company Creation of Dual-Class Common Stock Greenlight Capital Inc. 7.7% 91.6% 0.7% 5.9% 70.6% 0.6% 5.4% General Motors Company Require Independent Board Chairman Greenlight Capital Inc. 41.3% 58.2% 0.5% 31.9% 44.9% 0.4% 5.4% T. Rowe Price Group Inc. Executive Compensation - Report on Proxy Voting and Exec. Comp. Gun Denhart Living Trust 5.2% 94.3% 0.5% 3.8% 68.7% 0.4% 14.3% Executive Compensation - Include Sustainability as a Performance Caterpillar Inc. Heartland Initiative Inc. 4.5% 93.5% 1.9% 3.3% 68.7% 1.4% 18.2% Measure for Senior Executive Compensation Biglari Holdings Inc. Require Independent Board Chairman Humane Society of the United States 26.6% 72.8% 0.5% 23.8% 65.1% 0.5% 7.4% Kohl's Corporation Require Independent Board Chairman Humane Society of the United States 19.0% 80.8% 0.2% 14.8% 63.0% 0.1% 10.3% Post Holdings Inc. Require Independent Board Chairman Humane Society of the United States 27.6% 72.2% 0.1% 24.4% 63.8% 0.1% 3.5% International Brotherhood of CenturyLink Inc. Compensation/Retention - Adopt Share Retention Policy For Senior Execs 33.7% 64.6% 1.7% 20.6% 39.4% 1.0% 27.8% Electrical Workers Pension Fund International Brotherhood of Charter Communications Inc. Proxy Access - Enact 43.5% 56.4% 0.1% 39.6% 51.3% 0.1% 2.6% Electrical Workers Pension Fund International Brotherhood of Verizon Communications Inc. Compensation/Retention - Stock Retention/Holding Period 30.4% 68.4% 1.2% 20.5% 46.2% 0.8% 18.6% Electrical Workers Pension Fund Honeywell International Inc. Require Independent Board Chairman International Brotherhood of Teamsters 27.8% 71.6% 0.6% 21.7% 56.0% 0.5% 11.0% Knight-Swift Transportation Approve Recapitalization Plan for all Stock to Have One-vote per Share International Brotherhood of Teamsters 35.0% 64.5% 0.5% 31.4% 57.7% 0.4% 5.8% Holdings Inc McKesson Corporation Compensation/Vesting - Pro-rata Vesting of Equity Awards International Brotherhood of Teamsters 27.5% 72.0% 0.5% 24.0% 62.8% 0.5% 8.5% Service Corp International Require Independent Board Chairman International Brotherhood of Teamsters 35.9% 63.7% 0.3% 29.3% 51.9% 0.3% 8.9% Stericycle Inc. Compensation/Vesting - Pro-rata Vesting of Equity Awards International Brotherhood of Teamsters 48.6% 50.9% 0.5% 40.4% 42.3% 0.4% 6.6% Sysco Corporation Compensation/Vesting - Pro-rata Vesting of Equity Awards International Brotherhood of Teamsters 35.8% 63.7% 0.6% 26.5% 47.3% 0.4% 13.9% Waste Management Inc. Compensation/Vesting - Pro-rata Vesting of Equity Awards International Brotherhood of Teamsters 34.5% 65.0% 0.5% 25.8% 48.6% 0.4% 13.9% Hormel Foods Corporation Provide Vote Counting to Exclude Abstentions Investor Voice, SPC 3.2% 96.4% 0.4% 2.7% 79.0% 0.3% 9.0% Verizon Communications Inc. Executive Compensation - Amend Clawback Policy Jack K. and Ilene Cohen 33.3% 65.6% 1.1% 22.5% 44.3% 0.7% 18.6% Apple Inc. Proxy Access - Fix It James McRitchie 31.7% 67.6% 0.7% 18.7% 40.0% 0.4% 27.1% Special Meeting - Reduce Ownership Threshold for Shareholders to Bristol-Myers Squibb Company James McRitchie 38.0% 61.2% 0.8% 26.6% 42.8% 0.5% 17.6% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to Chipotle Mexican Grill Inc. James McRitchie 29.7% 70.0% 0.3% 20.7% 48.7% 0.2% 15.3% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to Clorox Company (The) James McRitchie 40.1% 59.1% 0.8% 27.0% 39.7% 0.6% 21.5% Call Special Meeting Cognizant Technology Solutions Corp. Provide Right to Act by Written Consent James McRitchie 45.6% 54.2% 0.2% 37.0% 43.9% 0.1% 6.8% Gilead Sciences Inc. Provide Right to Act by Written Consent James McRitchie 48.4% 51.3% 0.3% 32.7% 34.7% 0.2% 15.4% H&R Block Inc. Proxy Access - Fix It James McRitchie 29.8% 69.7% 0.5% 25.0% 58.4% 0.4% 7.4% Kansas City Southern Proxy Access - Fix It James McRitchie 28.7% 71.0% 0.3% 23.2% 57.3% 0.2% 8.3% Microsoft Corporation Proxy Access - Fix It James McRitchie 26.4% 72.0% 1.6% 19.0% 51.9% 1.1% 16.6% Special Meeting - Reduce Ownership Threshold for Shareholders to NETGEAR Inc. James McRitchie 52.8% 47.2% 0.0% 47.5% 42.5% 0.0% 5.8% Call Special Meeting QUALCOMM Incorporated Proxy Access - Fix It James McRitchie 31.5% 67.8% 0.7% 23.6% 50.9% 0.5% 14.7% SciClone Pharmaceuticals Inc. Proxy Access - Fix It James McRitchie 27.7% 70.3% 1.9% 18.6% 47.2% 1.3% 10.7% Starbucks Corporation Proxy Access - Fix It James McRitchie 28.2% 71.3% 0.5% 19.6% 49.5% 0.3% 17.8% Walt Disney Company (The) Proxy Access - Fix It James McRitchie 26.7% 72.4% 0.8% 18.2% 49.4% 0.6% 17.1% Kellogg Company Proxy Access - Fix It James McRitchie 18.1% 81.1% 0.8% 14.4% 64.8% 0.6% 9.4% James McRitchie and John Whole Foods Market Inc. Proxy Access - Fix It 36.3% 62.7% 1.0% 25.4% 43.9% 0.7% 17.0% Chevedden PayPal Holdings Inc Provide Right to Act by Written Consent James McRitchie and Myra K. Young 36.0% 63.6% 0.3% 28.6% 50.6% 0.3% 8.0% Salesforce.com Inc Special Meeting - Shareholders May Call Special Meeting James McRitchie and Myra K. Young 50.3% 49.3% 0.4% 41.8% 41.0% 0.4% 7.5% United Natural Foods Inc. Proxy Access - Fix It James McRitchie and Myra K. Young 34.9% 62.7% 2.4% 29.9% 53.7% 2.0% 6.5% Williams-Sonoma Inc. Proxy Access - Enact James McRitchie and Myra K. Young 18.7% 77.9% 3.4% 16.0% 66.5% 2.9% 9.7% Apple Inc. Engage Outside Independent Experts for Compensation Reforms Jing Zhao 2.2% 97.1% 0.7% 1.3% 57.4% 0.4% 27.1% AES Corporation (The) Proxy Access - Fix It John Chevedden 32.4% 66.5% 1.1% 28.2% 58.0% 1.0% 3.6% Alaska Air Group Inc. Proxy Access - Fix It John Chevedden 23.2% 76.2% 0.6% 18.3% 60.3% 0.5% 9.1% Alexion Pharmaceuticals Inc. Provide for Confidential Voting John Chevedden 5.0% 94.2% 0.8% 4.4% 82.7% 0.7% 3.2% Alphabet Inc Approve Recapitalization Plan for all Stock to Have One-vote per Share John Chevedden 28.8% 70.9% 0.3% 24.9% 61.4% 0.3% 4.6% American Airlines Group Inc. Require Independent Board Chairman John Chevedden 19.4% 80.3% 0.3% 14.4% 59.7% 0.2% 16.6% AT&T Inc. Proxy Access - Fix It John Chevedden 29.9% 68.3% 1.9% 17.4% 39.7% 1.1% 23.9% Bank of America Corporation Executive Compensation - Amend Clawback Policy John Chevedden 5.7% 93.3% 1.0% 4.1% 66.6% 0.7% 15.2% Baxter International Inc. Proxy Access - Fix It John Chevedden 28.0% 71.5% 0.5% 21.3% 54.2% 0.4% 9.6% Special Meeting - Reduce Ownership Threshold for Shareholders to Boeing Company (The) John Chevedden 37.1% 61.9% 1.0% 27.1% 45.3% 0.7% 17.3% Call Special Meeting BorgWarner Inc. Provide Right to Act by Written Consent John Chevedden 57.9% 35.6% 6.6% 49.5% 30.4% 5.6% 5.7% Capital One Financial Corporation Provide Right to Act by Written Consent John Chevedden 44.8% 55.0% 0.2% 37.9% 46.5% 0.2% 6.2%

24 > Georgeson | Proxy Insight Figure 11 Shareholder Proposal Voting Results Sorted by Sponsor – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Non- Company Proposal Sponsor For Against Abstain For Against Abstain Vote Caterpillar Inc. Require Independent Board Chairman John Chevedden 26.2% 73.3% 0.6% 19.2% 53.8% 0.4% 18.2% Celgene Corporation Provide for Confidential Voting John Chevedden 4.3% 94.8% 1.0% 3.2% 70.4% 0.7% 14.5% Special Meeting - Reduce Ownership Threshold for Shareholders to Chemed Corp. John Chevedden 39.4% 60.4% 0.2% 34.7% 53.2% 0.1% 4.9% Call Special Meeting Cigna Corporation Proxy Access - Enact John Chevedden 50.5% 49.1% 0.3% 43.0% 41.8% 0.3% 4.7% Citigroup Inc. Executive Compensation - Amend Clawback Policy John Chevedden 3.0% 96.4% 0.7% 2.2% 71.8% 0.5% 9.4% Cognizant Technology Solutions Corp. Eliminate/Reduce - Supermajority Vote Requirement John Chevedden 99.7% 0.2% 0.1% 80.8% 0.2% 0.0% 6.8% Special Meeting - Reduce Ownership Threshold for Shareholders to Colgate-Palmolive Company John Chevedden 43.8% 55.6% 0.6% 32.5% 41.3% 0.5% 11.6% Call Special Meeting Cummins Inc. Proxy Access - Fix It John Chevedden 34.0% 65.4% 0.7% 25.9% 49.9% 0.5% 11.3% Dana Inc. Eliminate/Reduce - Supermajority Vote Requirement John Chevedden 79.9% 19.6% 0.4% 70.8% 17.4% 0.4% 3.7% Deere & Company Provide Right to Act by Written Consent John Chevedden 36.1% 63.3% 0.6% 25.6% 44.9% 0.4% 16.2% eBay Inc. Provide Right to Act by Written Consent John Chevedden 47.6% 52.1% 0.3% 39.6% 43.3% 0.3% 5.4% Edison International Proxy Access - Fix It John Chevedden 33.9% 65.2% 0.9% 27.1% 52.0% 0.7% 8.1% EMCOR Group Inc. Provide Right to Act by Written Consent John Chevedden 43.9% 55.7% 0.4% 39.3% 49.8% 0.4% 3.3% Express Scripts Holding Company Require Independent Board Chairman John Chevedden 46.5% 52.4% 1.2% 36.1% 40.7% 0.9% 10.5% FirstEnergy Corporation Adopt Simple Majority Vote John Chevedden 49.5% 49.5% 1.0% 36.8% 36.8% 0.8% 11.2% Fiserv Inc. Proxy Access - Fix It John Chevedden 24.4% 75.3% 0.3% 20.2% 62.2% 0.3% 9.1% Flowserve Corporation Proxy Access - Fix It John Chevedden 18.6% 77.7% 3.7% 16.6% 69.4% 3.3% 4.8% Ford Motor Company Approve Recapitalization Plan for all Stock to Have One-vote per Share John Chevedden 35.4% 64.0% 0.6% 25.9% 46.9% 0.5% 18.3% Gilead Sciences Inc. Require Independent Board Chairman John Chevedden 44.2% 55.6% 0.2% 29.9% 37.6% 0.2% 15.4% Goodyear Tire & Rubber Company Require Independent Board Chairman John Chevedden 23.4% 76.3% 0.3% 18.8% 61.2% 0.2% 8.6% Special Meeting - Reduce Ownership Threshold for Shareholders to HCA Holdings Inc. John Chevedden 32.6% 66.3% 1.1% 27.5% 56.0% 0.9% 2.7% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to Home Depot Inc. (The) John Chevedden 41.4% 58.2% 0.4% 29.9% 42.0% 0.3% 15.6% Call Special Meeting Huntington Ingalls Industries Inc. Proxy Access - Fix It John Chevedden 35.4% 63.9% 0.7% 28.6% 51.6% 0.6% 8.2% Illinois Tool Works Inc. Provide Right to Act by Written Consent John Chevedden 33.9% 65.1% 1.1% 27.0% 51.9% 0.9% 9.7% International Business Machines Special Meeting - Reduce Ownership Threshold for Shareholders to John Chevedden 37.1% 61.5% 1.4% 24.2% 40.0% 0.9% 17.6% Corporation Call Special Meeting International Paper Company Compensation/Vesting - Pro-rata Vesting of Equity Awards John Chevedden 32.0% 67.4% 0.5% 25.1% 52.8% 0.4% 12.6% JP Morgan Chase & Co Require Independent Board Chairman John Chevedden 33.3% 62.5% 4.2% 25.7% 48.3% 3.2% 11.3% Knight-Swift Transportation Proxy Access - Enact John Chevedden 30.0% 69.7% 0.3% 26.8% 62.4% 0.3% 5.8% Holdings Inc L Brands Inc. Eliminate/Reduce - Supermajority Vote Requirement John Chevedden 57.5% 42.0% 0.4% 47.1% 34.4% 0.4% 6.2% Lennar Corporation Approve Recapitalization Plan for all Stock to Have One-vote per Share John Chevedden 35.1% 64.8% 0.1% 31.4% 57.9% 0.1% 4.1% Marathon Petroleum Corporation Adopt Simple Majority Vote John Chevedden 72.2% 27.2% 0.6% 53.0% 20.0% 0.4% 10.4% Special Meeting - Reduce Ownership Threshold for Shareholders to McDonald's Corporation John Chevedden 47.6% 51.8% 0.6% 32.7% 35.6% 0.4% 15.8% Call Special Meeting Netflix Inc. Declassify the Board of Directors John Chevedden 62.5% 36.9% 0.6% 46.2% 27.3% 0.4% 15.9% Special Meeting - Reduce Ownership Threshold for Shareholders to Occidental Petroleum Corporation John Chevedden 44.4% 54.5% 1.1% 34.8% 42.7% 0.9% 10.1% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to O'Reilly Automotive Inc. John Chevedden 36.6% 63.1% 0.3% 30.1% 52.0% 0.2% 9.0% Call Special Meeting PACCAR Inc. Eliminate/Reduce - Supermajority Vote Requirement John Chevedden 52.2% 47.1% 0.7% 45.1% 40.6% 0.6% 0.0% Special Meeting - Reduce Ownership Threshold for Shareholders to Pfizer Inc. John Chevedden 45.8% 53.4% 0.8% 32.6% 38.1% 0.6% 15.5% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to Priceline Group Inc John Chevedden 37.9% 60.9% 1.2% 32.6% 52.5% 1.1% 4.6% Call Special Meeting Prudential Financial Inc. Require Independent Board Chairman John Chevedden 43.0% 56.2% 0.8% 28.7% 37.5% 0.5% 8.0% Ryder System Inc. Provide Right to Act by Written Consent John Chevedden 58.2% 40.4% 1.4% 50.5% 35.1% 1.2% 6.1% Southwestern Energy Company Provide Vote Counting to Exclude Abstentions John Chevedden 18.0% 81.1% 0.9% 13.7% 61.9% 0.7% 9.3% Stericycle Inc. Proxy Access - Fix It John Chevedden 29.0% 70.5% 0.5% 24.1% 58.6% 0.4% 6.6% Union Pacific Corporation Require Independent Board Chairman John Chevedden 45.4% 54.0% 0.6% 35.1% 41.7% 0.5% 10.8% United Parcel Service Inc. Approve Recapitalization Plan for all Stock to Have One-vote per Share John Chevedden 27.1% 69.8% 3.1% 18.5% 47.5% 2.1% 4.7% Special Meeting - Reduce Ownership Threshold for Shareholders to Call United Rentals Inc. John Chevedden 50.5% 49.1% 0.4% 39.1% 38.1% 0.3% 7.6% Special Meeting Walgreens Boots Alliance Inc Proxy Access - Fix It John Chevedden 24.4% 71.5% 4.1% 18.8% 55.2% 3.2% 12.4% Western Union Company (The) Provide Right to Act by Written Consent John Chevedden 51.2% 48.7% 0.1% 43.6% 41.6% 0.1% 5.0% Executive Compensation - Include Sustainability as a Performance Walgreens Boots Alliance Inc Jonathan and Deborah Scott 20.0% 66.7% 13.3% 15.4% 51.4% 10.3% 12.4% Measure for Senior Executive Compensation Dominion Energy Inc Require Director Nominee with Environmental Experience Joy Loving 17.6% 79.1% 3.3% 11.9% 53.6% 2.2% 15.7%

2017 Annual Corporate Governance Review > 25 Figure 11 Shareholder Proposal Voting Results Sorted by Sponsor – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Non- Company Proposal Sponsor For Against Abstain For Against Abstain Vote Abbott Laboratories Require Independent Board Chairman Kenneth Steiner 37.1% 62.1% 0.8% 28.1% 47.1% 0.6% 13.4% Allstate Corporation (The) Require Independent Board Chairman Kenneth Steiner 22.6% 76.8% 0.5% 17.0% 57.8% 0.4% 10.3% Apple Inc. Compensation/Retention - Adopt Share Retention Policy For Senior Execs Kenneth Steiner 24.1% 75.2% 0.7% 14.2% 44.5% 0.4% 27.1% Arconic Inc. Eliminate/Reduce - Supermajority Vote Requirement Kenneth Steiner 97.0% 1.5% 1.5% 70.0% 1.1% 1.1% 0.0% AT&T Inc. Provide Right to Act by Written Consent Kenneth Steiner 42.2% 56.1% 1.7% 24.5% 32.6% 1.0% 23.9% Bank of America Corporation Require Independent Board Chairman Kenneth Steiner 32.7% 66.5% 0.8% 23.4% 47.5% 0.6% 15.2% BB&T Corporation Eliminate/Reduce - Supermajority Vote Requirement Kenneth Steiner 61.7% 37.2% 1.1% 46.7% 28.2% 0.8% 13.0% Becton, Dickinson and Company Require Independent Board Chairman Kenneth Steiner 24.3% 74.7% 1.0% 19.0% 58.5% 0.8% 9.7% Special Meeting - Reduce Ownership Threshold for Shareholders to Exxon Mobil Corporation Kenneth Steiner 39.6% 59.1% 1.3% 25.8% 38.5% 0.9% 20.6% Call Special Meeting General Electric Company Require Independent Board Chairman Kenneth Steiner 24.1% 75.0% 0.9% 14.0% 43.7% 0.5% 18.8% JP Morgan Chase & Co Executive Compensation - Amend Clawback Policy Kenneth Steiner 3.9% 95.5% 0.6% 3.0% 73.8% 0.4% 11.3% Merck & Company Inc. Require Independent Board Chairman Kenneth Steiner 46.5% 53.1% 0.4% 33.9% 38.7% 0.3% 14.0% Nasdaq Inc Provide Right to Act by Written Consent Kenneth Steiner 44.9% 54.7% 0.4% 27.2% 33.1% 0.3% 5.0% Pharmerica Corporation Adopt Simple Majority Vote Kenneth Steiner 89.2% 10.6% 0.2% 75.7% 9.0% 0.2% 10.9% Telephone and Data Systems Inc. Approve Recapitalization Plan for all Stock to Have One-vote per Share Kenneth Steiner 36.1% 63.8% 0.1% 34.3% 60.7% 0.1% 2.5% Time Inc Require Independent Board Chairman Kenneth Steiner 32.1% 67.7% 0.2% 26.4% 55.6% 0.1% 9.0% Special Meeting - Reduce Ownership Threshold for Shareholders to Verizon Communications Inc. Kenneth Steiner 49.3% 49.6% 1.0% 33.3% 33.5% 0.7% 18.6% Call Special Meeting Vertex Pharmaceuticals Inc. Eliminate/Reduce - Supermajority Vote Requirement Kenneth Steiner 80.9% 19.0% 0.1% 70.9% 16.7% 0.1% 2.9% Wendy's Company (The) Require Independent Board Chairman Kenneth Steiner 27.2% 72.3% 0.5% 21.2% 56.2% 0.4% 14.6% Compensation/Vesting - Limit Accelerated Vesting of Equity Awards Community Health Systems Inc. Marco Consulting Group 27.9% 69.1% 3.0% 21.5% 53.4% 2.3% 11.7% Upon a Change in Control McDonald's Corporation Issue New Series of Preferred Stock with the Right to Elect own Director Marco Consulting Group 1.3% 98.0% 0.6% 0.9% 67.4% 0.4% 15.8% General Electric Company Restore or Provide for Cumulative Voting Martin Harangozo 11.0% 88.0% 1.1% 6.4% 51.2% 0.6% 18.8% Executive Compensation - Include Sustainability as a Performance Amazon.com Inc. Mercy For Animals 4.8% 93.1% 2.1% 3.8% 73.6% 1.7% 11.0% Measure for Senior Executive Compensation JP Morgan Chase & Co Provide Vote Counting to Exclude Abstentions Mercy Rome 8.5% 91.0% 0.6% 6.6% 70.3% 0.4% 11.3% American Express Company Provide Right to Act by Written Consent Myra K. Young 38.5% 61.3% 0.2% 31.0% 49.4% 0.2% 9.1% Special Meeting - Reduce Ownership Threshold for Shareholders to Caterpillar Inc. Myra K. Young 32.9% 66.6% 0.5% 24.2% 48.9% 0.4% 18.2% Call Special Meeting NCR Corporation Proxy Access - Fix It Myra K. Young 22.0% 77.1% 0.9% 17.7% 62.0% 0.7% 7.7% Netflix Inc. Eliminate/Reduce - Supermajority Vote Requirement Myra K. Young 63.0% 36.4% 0.6% 46.5% 26.9% 0.4% 15.9% Allergan PLC Require Independent Board Chairman N/A 20.5% 79.0% 0.5% 16.8% 64.6% 0.4% 7.1% Bed Bath & Beyond Inc. Compensation/Retention - Adopt Share Retention Policy For Senior Execs N/A 22.3% 77.4% 0.3% 19.1% 66.4% 0.2% 7.6% Compensation/Vesting - Submit Severance Agreement (Change-in- Bed Bath & Beyond Inc. N/A 59.7% 40.0% 0.2% 51.2% 34.3% 0.2% 7.6% Control) to Shareholder Vote Buffalo Wild Wings Inc. Amend Bylaws N/A 99.6% 0.3% 0.1% 54.7% 0.2% 0.1% 0.0% Chevron Corporation Require Independent Board Chairman N/A 36.3% 57.3% 6.4% 25.3% 40.0% 4.5% 17.5% Special Meeting - Reduce Ownership Threshold for Shareholders to Chevron Corporation N/A 31.4% 67.1% 1.4% 21.9% 46.8% 1.0% 17.5% Call Special Meeting Dillard's Inc. Require Independent Board Chairman N/A 22.9% 77.1% 0.1% 19.5% 65.8% 0.1% 6.5% Facebook Inc. Approve Recapitalization Plan for all Stock to Have One-vote per Share N/A 20.1% 79.7% 0.2% 16.2% 64.0% 0.1% 5.9% Facebook Inc. Require Independent Board Chairman N/A 12.4% 87.5% 0.1% 9.9% 70.2% 0.1% 5.9% Flowers Foods Inc. Require Independent Board Chairman N/A 23.5% 75.0% 1.6% 18.7% 59.7% 1.2% 13.2% GGP Inc Proxy Access - Enact N/A 55.0% 44.5% 0.5% 47.9% 38.8% 0.5% 1.6% Intel Corporation Provide Vote Counting to Exclude Abstentions N/A 10.0% 89.4% 0.5% 6.9% 61.9% 0.4% 18.0% UMB Financial Corporation Require Independent Board Chairman N/A 22.4% 77.1% 0.5% 19.4% 66.7% 0.4% 5.6% Wal-Mart Stores Inc. Require Independent Board Chairman N/A 15.1% 84.3% 0.5% 13.0% 72.1% 0.5% 7.7% News Corp. Approve Recapitalization Plan for all Stock to Have One-vote per Share Nathan Cummings Foundation 32.0% 67.3% 0.6% 27.7% 58.3% 0.5% 2.3% Emerson Electric Company Require Independent Board Chairman Needmor Fund 39.9% 55.0% 5.1% 29.3% 40.5% 3.7% 15.1% TJX Companies Inc. (The) Executive Compensation - Include Diversity as a Performance Metric Northstar Asset Management 4.6% 93.1% 2.3% 3.7% 75.5% 1.9% 5.9% Wal-Mart Stores Inc. Require Director Nominee with Environmental Experience Organization United for Respect 2.1% 96.9% 1.0% 1.8% 82.9% 0.9% 7.7% Reserve Fund of the American Compensation/Vesting - Prohibit Accelerated Vesting of Awards to Morgan Stanley Federation of Labor and Congress of 17.6% 81.8% 0.6% 15.0% 69.7% 0.5% 6.7% Pursue Government Service Industrial Organizations Amgen Inc. Provide Vote Counting to Exclude Abstentions Sarah F. Rutherford 6.1% 93.0% 0.9% 4.8% 72.4% 0.7% 12.1% Charles Schwab Corporation Provide Vote Counting to Exclude Abstentions Seattle Mennonite Church 7.1% 92.6% 0.2% 6.3% 81.2% 0.2% 6.1% Service Employees International Netflix Inc. Require a Majority Vote for the Election of Directors 64.2% 35.1% 0.6% 47.4% 26.0% 0.5% 15.9% Union General Fund Sheet Metal Workers’ National Umpqua Holdings Corporation Require a Majority Vote for the Election of Directors 59.6% 39.7% 0.7% 50.2% 33.5% 0.6% 9.0% Pension Fund

26 > Georgeson | Proxy Insight Figure 11 Shareholder Proposal Voting Results Sorted by Sponsor – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Non- Company Proposal Sponsor For Against Abstain For Against Abstain Vote Johnson & Johnson Require Independent Board Chairman Sisters of St. Francis of Philadelphia 42.5% 56.8% 0.8% 29.1% 39.0% 0.5% 16.6% Pfizer Inc. Require Independent Board Chairman Sisters of St. Francis of Philadelphia 25.6% 73.6% 0.8% 18.2% 52.4% 0.6% 15.5% Wells Fargo & Company Review and Report on Business Standards Sisters of St. Francis of Philadelphia 21.8% 77.6% 0.6% 17.6% 62.6% 0.5% 9.7% Expeditors International of Executive Compensation - Include Sustainability as a Performance Sonen Capital 21.2% 75.8% 3.1% 17.3% 61.8% 2.5% 7.8% Washington Inc. Measure for Senior Executive Compensation Southwest Regional Council of Exxon Mobil Corporation Require a Majority Vote for the Election of Directors 45.3% 53.6% 1.1% 29.5% 34.9% 0.7% 20.6% Carpenters Pension Fund Acuity Brands Inc Approve Dividend Increase Stephen Kraus 3.6% 96.2% 0.2% 3.1% 82.5% 0.2% 5.9% BlackRock Inc. Executive Compensation - Report on Proxy Voting and Exec. Comp. Stephen M. Silberstein Revocable Trust 2.7% 97.2% 0.2% 2.2% 81.5% 0.1% 5.6% Franklin Resources Inc. Executive Compensation - Report on Proxy Voting and Exec. Comp. Stephen M. Silberstein Revocable Trust 3.2% 90.0% 6.8% 2.6% 73.1% 5.5% 6.5% Exxon Mobil Corporation Amend Bylaws to Prohibit Precatory Proposals Steven Milloy 1.5% 97.1% 1.3% 1.0% 63.3% 0.9% 20.6% Kroger Company (The) Require Independent Board Chairman Sum of Us 35.6% 63.3% 1.1% 28.6% 50.8% 0.8% 11.0% Equity Residential Eliminate/Reduce - Supermajority Vote Requirement Trowel Trades S&P 500 Index Fund 79.9% 20.0% 0.1% 71.1% 17.8% 0.1% 2.5% Senior Housing Properties Trust Proxy Access - Enact UAW Retiree Medical Benefits Trust 77.9% 21.1% 1.0% 59.7% 16.2% 0.7% 17.0% SuperValu Inc. Proxy Access - Enact UAW Retiree Medical Benefits Trust 75.7% 24.0% 0.3% 56.1% 17.8% 0.2% 12.6% Tyson Foods Inc. Proxy Access - Enact UAW Retiree Medical Benefits Trust 21.7% 78.2% 0.1% 20.4% 73.7% 0.1% 2.0% Unitarian Universalist Association of ConocoPhillips Executive Compensation - Oil/Gas Reserve Metrics used for Exec. Comp. 6.4% 89.0% 4.6% 4.5% 62.2% 3.2% 18.4% Congregations Hospitality Properties Trust Amend Bylaws to Remove Antitakeover Provisions UNITE HERE! 88.2% 10.9% 0.8% 68.1% 8.4% 0.7% 16.0% New Media Investment Group Inc Declassify the Board of Directors United Media Guild 82.8% 17.0% 0.2% 65.3% 13.4% 0.1% 14.6% Allstate Corporation (The) Require Director - Lead Director Tenure Restrictions William Steiner 5.5% 93.9% 0.6% 4.2% 70.6% 0.5% 10.3% Special Meeting - Reduce Ownership Threshold for Shareholders to CVS Health Corp William Steiner 52.2% 47.5% 0.4% 41.2% 37.5% 0.3% 10.0% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to JP Morgan Chase & Co William Steiner 43.1% 55.7% 1.1% 33.3% 43.0% 0.9% 11.3% Call Special Meeting Special Meeting - Reduce Ownership Threshold for Shareholders to MetLife Inc. William Steiner 42.7% 57.1% 0.2% 35.8% 47.8% 0.2% 6.7% Call Special Meeting

2017 Annual Corporate Governance Review > 27 This page intentionally left blank. Part 2 > Selected Shareholder Proposals – Environmental, Social and Governance Figure 12 Shareholder Proposals – Board Diversity, Voting Results – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Company Proposal Sponsor For Against Abstain For Against Abstain Non-Vote Antonio Avian Maldonado, II / Apple Inc. Diversity - Board Diversity 4.7% 90.9% 4.4% 2.8% 53.8% 2.6% 27.1% Zevin Asset Management City of Philadelphia Public Employees Cognex Corporation Diversity - Board Diversity 61.9% 36.7% 1.5% 51.7% 30.6% 1.2% 8.4% Retirement System Discovery Communications Inc. Diversity - Board Diversity Nathan Cummings Foundation 34.6% 63.3% 2.1% 31.2% 57.0% 1.9% 4.1% Home Depot Inc. (The) Diversity - Prepare Employment Diversity Report Benedictine Sisters of Boerne, Texas 31.2% 61.5% 7.3% 22.5% 44.4% 5.3% 15.6% PNC Financial Services Group Inc. (The) Diversity - Prepare Employment Diversity Report Trillium Asset Management Corp. 10.1% 81.0% 8.9% 8.2% 65.6% 7.2% 8.0% Skechers U.S.A. Inc. Diversity - Board Diversity Comptroller of the State of New York 10.3% 80.3% 9.5% 9.4% 73.4% 8.7% 0.0% T. Rowe Price Group Inc. Diversity - Prepare Employment Diversity Report Unitarian Universalist Church of Marblehead 31.0% 53.1% 15.9% 22.5% 38.6% 11.6% 14.3% Travelers Companies Inc. Diversity - Prepare Employment Diversity Report Trillium Asset Management Corp. 33.9% 59.2% 6.8% 26.0% 45.4% 5.2% 11.9% Tyson Foods Inc. Diversity - Board Diversity Oxfam America 2.4% 96.0% 1.6% 2.3% 90.4% 1.5% 2.0%

Figure 13 Shareholder Proposals – Political Contributions, Voting Results – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Non- Company Proposal Sponsor For Against Abstain For Against Abstain Vote William Creighton / Zevin Asset AbbVie Inc. Political Contributions - Report on Lobbying Payments and Policy 24.9% 68.6% 6.6% 17.6% 48.6% 4.7% 17.6% Management Aetna Inc. Political Contributions - Report on Lobbying Payments and Policy Mercy Investment Services, Inc. 26.0% 72.3% 1.7% 21.6% 59.9% 1.4% 6.6% Political Contributions - Report on Lobbying Payments and Political Alliant Energy Corporation Comptroller of the City of New York 37.3% 59.3% 3.4% 22.0% 35.0% 2.0% 11.0% Contributions Allstate Corporation (The) Political Contributions - Report on Disclosure Comptroller of the State of New York 24.3% 73.3% 2.4% 18.2% 55.2% 1.8% 10.3% Alphabet Inc Political Contributions - Report on Lobbying Payments and Policy Walden Asset Management 12.7% 87.0% 0.3% 11.0% 75.4% 0.2% 4.6% John Fedor-Cunningham / Clean Alphabet Inc Political Contributions - Report on Political Contributions 10.2% 89.1% 0.8% 8.8% 77.2% 0.7% 4.6% Yield Asset Management AT&T Inc. Political Contributions - Report on Indirect Political Contributions Domini Impact Investments LLC 28.9% 67.4% 3.7% 16.8% 39.2% 2.2% 23.9% AT&T Inc. Political Contributions - Report on Lobbying Payments and Policy Walden Asset Management 34.1% 62.1% 3.7% 19.9% 36.1% 2.2% 23.9% Tom Beers and Mary Durfee / Clean Berkshire Hathaway Inc. Political Contributions - Report on Political Contributions 11.0% 88.2% 0.9% 7.7% 61.7% 0.6% 0.0% Yield Asset Management BlackRock Inc. Political Contributions - Report on Lobbying Payments and Policy AFL-CIO 18.3% 80.1% 1.6% 15.4% 67.2% 1.4% 5.6% Boeing Company (The) Political Contributions - Report on Lobbying Payments and Policy N/A 20.0% 76.8% 3.2% 14.6% 56.2% 2.4% 17.3% International Brotherhood of CarMax Inc Political Contributions - Report on Lobbying Payments and Policy 28.1% 71.6% 0.3% 23.6% 60.0% 0.2% 6.2% Teamsters Fonds de solidarite des travailleurs Caterpillar Inc. Political Contributions - Report on Lobbying Payments and Policy 16.0% 82.1% 1.9% 11.7% 60.3% 1.4% 18.2% du Quebec (FTQ) National Center for Public Policy Caterpillar Inc. Political Contributions - Report on Lobbying Priorities 1.9% 96.1% 2.0% 1.4% 70.6% 1.5% 18.2% Research CenturyLink Inc. Political Contributions - Report on Lobbying Payments and Policy AFL-CIO 26.7% 64.5% 8.8% 16.3% 39.4% 5.4% 27.8% Charles Schwab Corporation Political Contributions - Report on Lobbying Payments and Policy AFL-CIO 23.8% 74.8% 1.4% 20.9% 65.6% 1.3% 6.1% Needmor Fund / Philadelphia Public Chevron Corporation Political Contributions - Report on Lobbying Payments and Policy 28.6% 69.6% 1.8% 20.0% 48.6% 1.2% 17.5% Employees Retirement System Unitarian Universalist Association of Cisco Systems Inc. Political Contributions - Report on Lobbying Payments and Policy 33.1% 61.8% 5.1% 23.9% 44.5% 3.7% 14.6% Congregations Citigroup Inc. Political Contributions - Report on Lobbying Payments and Policy CtW Investment Group 30.3% 67.7% 2.0% 22.6% 50.4% 1.5% 9.4% CMS Energy Corporation Political Contributions - Report on Political Contributions Comptroller of the State of New York 35.6% 62.7% 1.7% 28.7% 50.6% 1.4% 6.1% Comcast Corporation Political Contributions - Report on Lobbying Payments and Policy Friends Fiduciary Corporation 16.3% 82.2% 1.5% 14.2% 71.6% 1.3% 5.4% ConocoPhillips Political Contributions - Report on Lobbying Payments and Policy Walden Asset Management 23.4% 74.4% 2.2% 16.3% 52.0% 1.6% 18.4% CONSOL Energy Inc. Political Contributions - Report on Political Contributions Comptroller of the State of New York 21.5% 78.0% 0.4% 17.2% 62.4% 0.3% 7.8% The Employees’ Retirement System Devon Energy Corporation Political Contributions - Report on Lobbying Payments and Policy 35.7% 63.6% 0.7% 27.4% 48.9% 0.5% 9.6% of Rhode Island Congregation of the Sisters of St. Dominion Energy Inc Political Contributions - Report on Lobbying Payments and Policy 6.7% 86.8% 6.5% 4.5% 58.8% 4.4% 15.7% Agnes

30 > Georgeson | Proxy Insight Figure 13 Shareholder Proposals – Political Contributions, Voting Results – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Non- Company Proposal Sponsor For Against Abstain For Against Abstain Vote Duke Energy Corporation Political Contributions - Report on Lobbying Payments and Policy Mercy Investment Services, Inc. 32.3% 64.8% 2.9% 19.8% 39.7% 1.8% 24.0% Eli Lilly and Company Political Contributions - Report on Political Contributions Comptroller of the State of New York 24.4% 73.9% 1.7% 18.5% 56.1% 1.3% 10.1% Emerson Electric Company Political Contributions - Report on Lobbying Payments and Policy The Sustainability Group 34.6% 51.7% 13.7% 25.4% 38.0% 10.1% 15.1% Emerson Electric Company Political Contributions - Report on Political Contributions Trillium Asset Management Corp. 34.8% 51.6% 13.7% 25.6% 37.9% 10.0% 15.1% Equifax Inc. Political Contributions - Report on Political Contributions Comptroller of the State of New York 35.3% 63.0% 1.8% 29.8% 53.3% 1.5% 7.5% Expedia Inc. Political Contributions - Report on Political Contributions Comptroller of the State of New York 13.7% 85.8% 0.5% 12.7% 79.7% 0.5% 2.7% Exxon Mobil Corporation Political Contributions - Report on Lobbying Payments and Policy United Steelworkers 27.2% 71.5% 1.3% 17.7% 46.6% 0.9% 20.6% Facebook Inc. Political Contributions - Report on Lobbying Payments and Policy N/A 9.4% 90.4% 0.2% 7.5% 72.5% 0.2% 5.9% FedEx Corporation Political Contributions - Report on Lobbying Payments and Policy Clean Yield Asset Management 25.3% 54.7% 20.0% 20.0% 43.3% 15.8% 9.7% FirstEnergy Corporation Political Contributions - Report on Lobbying Payments and Policy Nathan Cummings Foundation 40.5% 56.9% 2.6% 30.1% 42.3% 1.9% 11.2% Unitarian Universalist Association of Ford Motor Company Political Contributions - Report on Lobbying Payments and Policy 17.0% 81.5% 1.5% 12.4% 59.7% 1.1% 18.3% Congregations Philadelphia Public Employees General Electric Company Political Contributions - Report on Lobbying Payments and Policy 27.8% 69.5% 2.7% 16.2% 40.5% 1.6% 18.8% Retirement System Political Contributions - Report on Lobbying Payments and Political Great Plains Energy Inc Comptroller of the City of New York 24.3% 73.9% 1.7% 18.9% 57.5% 1.3% 12.3% Contributions Home Depot Inc. (The) Political Contributions - Report on Disclosure Northstar Asset Management 5.6% 91.7% 2.7% 4.1% 66.2% 1.9% 15.6% Mercy Investment Services / City Honeywell International Inc. Political Contributions - Report on Lobbying Payments and Policy of Philadelphia Public Employees 35.6% 62.1% 2.3% 27.9% 48.6% 1.8% 11.0% Retirement System Intel Corporation Political Contributions - Report on Disclosure Northstar Asset Management 6.8% 90.4% 2.7% 4.7% 62.6% 1.9% 18.0% International Business Machines Political Contributions - Report on Lobbying Payments and Policy Walden Asset Management 25.7% 71.0% 3.4% 16.7% 46.2% 2.2% 17.6% Corporation International Brotherhood of J.B. Hunt Transport Services Inc. Political Contributions - Report on Political Contributions 23.8% 74.0% 2.2% 21.6% 67.4% 2.0% 5.6% Teamsters City of Philadelphia Public Employees McKesson Corporation Political Contributions - Report on Political Contributions 35.3% 44.1% 20.6% 30.7% 38.5% 18.0% 8.5% Retirement System Monsanto Company Political Contributions - Report on Lobbying Payments and Policy As You Sow 26.7% 67.8% 5.5% 19.8% 50.3% 4.1% 7.6% Motorola Solutions Inc. Political Contributions - Report on Lobbying Payments and Policy Mercy Investment Services, Inc. 32.8% 65.6% 1.6% 25.8% 51.7% 1.3% 10.1% Nextera Energy, Inc. Political Contributions - Report on Political Contributions Comptroller of the State of New York 40.3% 57.6% 2.2% 31.6% 45.2% 1.7% 11.9% Nike Inc. Political Contributions - Report on Political Contributions Newground Social Investment 26.5% 66.5% 7.0% 21.3% 53.4% 5.6% 8.8% NRG Energy Inc. Political Contributions - Report on Political Contributions Comptroller of the City of New York 30.3% 68.1% 1.7% 24.6% 55.4% 1.4% 6.1% Nucor Corporation Political Contributions - Report on Lobbying Payments and Policy Domini Impact Investments LLC 37.0% 60.8% 2.3% 29.3% 48.2% 1.8% 10.5% Occidental Petroleum Political Contributions - Report on Political Contributions Needmor Fund 7.7% 90.1% 2.2% 6.0% 70.6% 1.7% 10.1% Corporation Boston Common Asset Management, Oracle Corporation Political Contributions - Report on Lobbying Payments and Policy LLC / Unitarian Universalist 26.7% 63.8% 9.5% 22.3% 53.1% 7.9% 9.1% Association of Congregations Political Contributions - Report on Consistency Between Corporate Green Century Capital Management, Procter & Gamble Company (The) 7.0% 89.7% 3.2% 4.9% 62.0% 2.2% 18.7% Values and Political Activities Inc. Range Resources Corporation Political Contributions - Report on Political Contributions Nathan Cummings Foundation 36.4% 62.3% 1.3% 29.1% 49.9% 1.1% 8.4% Textron Inc. Political Contributions - Report on Lobbying Payments and Policy Comptroller of the State of New York 23.4% 74.4% 2.3% 20.5% 65.3% 2.0% 6.3% Travelers Companies Inc. Political Contributions - Report on Lobbying Payments and Policy First Affirmative Financial Network 36.6% 61.4% 1.9% 28.1% 47.1% 1.5% 11.9% International Brotherhood of Tyson Foods Inc. Political Contributions - Report on Lobbying Payments and Policy 11.8% 87.5% 0.7% 11.1% 82.4% 0.6% 2.0% Teamsters United Parcel Service Inc. Political Contributions - Report on Lobbying Payments and Policy Walden Asset Management 19.0% 77.3% 3.7% 12.9% 52.6% 2.5% 4.7% UnitedHealth Group Incorporated Political Contributions - Report on Lobbying Payments and Policy Comptroller of the State of New York 24.9% 74.5% 0.6% 20.8% 62.0% 0.5% 7.3% Benedictine Sisters of Mount St. Vertex Pharmaceuticals Political Contributions - Report on Lobbying Payments and Policy Scholastica / Friends Fiduciary 26.7% 72.2% 1.1% 23.4% 63.3% 1.0% 2.9% Incorporated Corporation Walt Disney Company (The) Political Contributions - Report on Lobbying Payments and Policy Zevin Asset Management 32.2% 55.3% 12.5% 22.0% 37.7% 8.5% 17.1% Wells Fargo & Company Political Contributions - Report on Lobbying Payments and Policy Nathan Cummings Foundation 8.2% 89.7% 2.0% 6.6% 72.4% 1.6% 9.7% Western Union Company (The) Political Contributions - Report on Political Contributions Comptroller of the State of New York 34.6% 64.0% 1.3% 29.6% 54.6% 1.1% 5.0% Wyndham Worldwide Corp Political Contributions - Report on Political Contributions Mercy Investment Services 37.1% 61.1% 1.8% 31.1% 51.2% 1.5% 6.6% Wynn Resorts, Limited Political Contributions - Report on Political Contributions Comptroller of the State of New York 29.3% 69.1% 1.6% 23.4% 55.3% 1.3% 9.5%

2017 Annual Corporate Governance Review > 31 Figure 14 Shareholder Proposals – Gender Pay Gap, Voting Results – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Company Proposal Sponsor For Against Abstain For Against Abstain Non-Vote Aetna Inc. Report on Gender Pay Gap Comptroller of the State of New York 15.7% 79.1% 5.2% 13.0% 65.6% 4.3% 6.6% Alphabet Inc Report on Gender Pay Gap Arjuna Capital 12.6% 87.0% 0.4% 10.9% 75.4% 0.3% 4.6% American Express Company Report on Gender Pay Gap Arjuna Capital 11.4% 86.0% 2.6% 9.1% 69.2% 2.1% 9.1% Bank of America Corporation Report on Gender Pay Gap Arjuna Capital 14.1% 81.2% 4.7% 10.1% 58.0% 3.4% 15.2% Citigroup Inc. Report on Gender Pay Gap Arjuna Capital 14.3% 80.5% 5.1% 10.7% 60.0% 3.8% 9.4% Express Scripts Holding Company Report on Gender Pay Gap N/A 6.9% 89.4% 3.7% 5.4% 69.5% 2.9% 10.5% Exxon Mobil Corporation Report on Gender Pay Gap Eve S. Sprunt 7.7% 89.2% 3.1% 5.0% 58.1% 2.0% 20.6% Facebook Inc. Report on Gender Pay Gap Arjuna Capital 7.4% 92.0% 0.6% 5.9% 73.9% 0.5% 5.9% JP Morgan Chase & Co Report on Gender Pay Gap Arjuna Capital 14.9% 80.7% 4.5% 11.5% 62.3% 3.5% 11.3% Mastercard Incorporated Report on Gender Pay Gap Arjuna Capital 7.6% 89.5% 2.9% 6.4% 75.6% 2.4% 5.7% TJX Companies Inc. (The) Report on Gender Pay Gap Zevin Asset Management 15.5% 81.8% 2.7% 12.6% 66.3% 2.2% 5.9% Travelers Companies Inc. Report on Gender Pay Gap Comptroller of the City of New York 17.9% 79.9% 2.2% 13.7% 61.2% 1.7% 11.9% Wells Fargo & Company Report on Gender Pay Gap Arjuna Capital 15.0% 79.1% 5.9% 12.1% 63.8% 4.8% 9.7%

Figure 15 Shareholder Proposals – Sustainability, Voting Results – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Company Proposal Sponsor For Against Abstain For Against Abstain Non-Vote Acadia Healthcare Company Inc. Environmental- Produce Sustainability Report Calvert Investment Management, Inc. 26.1% 72.7% 1.2% 24.1% 67.3% 1.1% 3.0% Diamond Offshore Drilling, Inc. Environmental- Produce Sustainability Report Comptroller of the State of New York 17.3% 81.8% 0.8% 15.0% 70.9% 0.7% 7.0% Ensign Group Inc. Environmental- Produce Sustainability Report Calvert Investment Management, Inc. 24.6% 73.3% 2.0% 21.6% 64.4% 1.8% 9.6% Kinder Morgan Inc. Environmental- Produce Sustainability Report Comptroller of the State of New York 37.7% 60.3% 2.0% 26.0% 41.7% 1.4% 18.9% Monster Beverage Corporation Environmental- Produce Sustainability Report CalSTRS 31.8% 67.5% 0.8% 28.3% 60.0% 0.7% 3.2% Netflix Inc. Environmental- Produce Sustainability Report Comptroller of the State of New York 29.2% 69.8% 1.1% 21.5% 51.5% 0.8% 15.9% Pioneer Natural Resources Company Environmental- Produce Sustainability Report Comptroller of the State of New York 50.6% 46.5% 2.8% 41.6% 38.3% 2.3% 5.1% Texas Roadhouse Inc. Environmental- Produce Sustainability Report Calvert Investment Management, Inc. 28.1% 70.5% 1.3% 22.5% 56.4% 1.1% 12.7%

Figure 16 Shareholder Proposals – Environmental, Voting Results – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Company Proposal Sponsor For Against Abstain For Against Abstain Non-Vote Coach Inc. Environmental - Adopt Quantitative Company-wide GHG Goals Jantz Management LLC 7.0% 74.8% 18.2% 5.6% 59.7% 14.5% 9.8% Danaher Corporation Environmental - Adopt Quantitative Company-wide GHG Goals Calvert Investment Management, Inc. 29.4% 68.4% 2.1% 24.8% 57.7% 1.8% 5.2% Dominion Energy Inc Environmental - Adopt Quantitative Company-wide GHG Goals Arjuna Capital / As You Sow 23.0% 74.2% 2.7% 15.6% 50.3% 1.8% 15.7% Emerson Electric Company Environmental - Adopt Quantitative Company-wide GHG Goals Walden Asset Management 27.5% 53.5% 19.0% 20.2% 39.3% 14.0% 15.1% Exxon Mobil Corporation Environmental - Adopt Quantitative Company-wide GHG Goals Park Foundation Inc. / As You Sow 37.8% 59.9% 2.4% 24.6% 39.0% 1.5% 20.6% Fluor Corporation Environmental - Adopt Quantitative Company-wide GHG Goals Comptroller of the State of New York 34.5% 59.6% 6.0% 27.2% 47.0% 4.7% 10.4% Kinder Morgan Inc. Environmental - Adopt Quantitative Company-wide GHG Goals Miller/Howard Investments, Inc 39.8% 58.3% 1.9% 27.5% 40.3% 1.3% 18.9% Netflix Inc. Environmental - Adopt Quantitative Company-wide GHG Goals Amalgamated Bank 15.7% 83.2% 1.1% 11.6% 61.5% 0.8% 15.9% Nucor Corporation Environmental - Adopt Quantitative Company-wide GHG Goals Calvert Investment Management, Inc. 33.1% 64.6% 2.4% 26.2% 51.2% 1.9% 10.5% Occidental Petroleum Corporation Environmental - Adopt Quantitative Company-wide GHG Goals Arjuna Capital 42.4% 50.2% 7.5% 33.2% 39.3% 5.9% 10.1% PayPal Holdings Inc Environmental - Adopt Quantitative Company-wide GHG Goals Amalgamated Bank 22.9% 73.0% 4.2% 18.2% 58.0% 3.3% 8.0% PNM Resources Inc. (Holding Co.) Environmental - Report on Financial Risks of Stranded Carbon Assets Sam and Wendy Hitt Family Trust 36.1% 54.4% 9.5% 32.1% 48.4% 8.4% 5.2% TJX Companies Inc. (The) Environmental - Adopt Quantitative Company-wide GHG Goals Jantz Management LLC 8.4% 89.6% 2.0% 6.8% 72.7% 1.6% 5.9% Portfolio 21 Global Equity Fund / Verizon Communications Inc. Environmental - Adopt Quantitative Company-wide GHG Goals Green Century Capital Management / 14.5% 81.9% 3.7% 9.8% 55.2% 2.5% 18.6% Trillium Asset Management

32 > Georgeson | Proxy Insight Figure 17 Shareholder Proposals – Climate Change, Voting Results – 2017

As Percentage of As Percentage of Votes Cast Shares Outstanding Company Proposal Sponsor For Against Abstain For Against Abstain Non-Vote Mercy Investment Services, Inc. / Calvert AES Corporation (The) Climate Change - Assess Impact of a 2 Degree Scenario Investment Management, Inc. / Connecticut 37.4% 55.8% 6.8% 32.6% 48.6% 5.9% 3.6% Retirement Plans and Trust Funds Ameren Corporation Climate Change - Assess Impact of a 2 Degree Scenario Mercy Investment Services, Inc. 43.7% 48.3% 8.0% 30.2% 33.3% 5.5% 12.9% Bank Of New York Mellon Climate Change - Report on Climate Change Position and Daniel Altschuler 6.3% 89.9% 3.9% 5.0% 72.0% 3.1% 7.7% Corporation (The) Proxy Voting Climate Change - Assess and Report on Exposure to Climate Berkshire Hathaway Inc. Marcia Sage 9.8% 88.3% 1.9% 6.8% 61.9% 1.3% 0.0% Change Risks Climate Change - Review Public Policy Advocacy on Climate Chevron Corporation N/A 25.3% 72.1% 2.5% 17.7% 50.3% 1.8% 17.5% Change Climate Change - Review Public Policy Advocacy on Climate Unitarian Universalist Association / Needmor Devon Energy Corporation 26.3% 72.7% 1.0% 20.2% 55.8% 0.8% 9.6% Change Fund Devon Energy Corporation Climate Change - Assess Impact of a 2 Degree Scenario George Fund Foundation 40.9% 58.0% 1.2% 31.4% 44.5% 0.9% 9.6% Dominion Energy Inc Climate Change - Assess Impact of a 2 Degree Scenario Comptroller of the State of New York 46.5% 50.7% 2.7% 31.5% 34.4% 1.8% 15.7% DTE Energy Company Climate Change - Assess Impact of a 2 Degree Scenario Praxis Value Index Fund / Everence Financial 43.8% 53.6% 2.5% 29.1% 35.6% 1.7% 13.0% Duke Energy Corporation Climate Change - Assess Impact of a 2 Degree Scenario Comptroller of the State of New York 44.9% 51.8% 3.4% 27.5% 31.7% 2.1% 24.0% Climate Change - Increase Return of Capital to Exxon Mobil Corporation Arjuna Capital 3.8% 94.6% 1.7% 2.4% 61.6% 1.1% 20.6% Shareholders in Light of Climate Change Risks Exxon Mobil Corporation Climate Change - Report on Climate Change Policies Comptroller of the State of New York 60.7% 37.0% 2.4% 39.5% 24.1% 1.5% 20.6% FirstEnergy Corporation Climate Change - Assess Impact of a 2 Degree Scenario As You Sow 40.1% 52.4% 7.5% 29.8% 38.9% 5.6% 11.2% Climate Change - Report on Climate Change Position and Franklin Resources Inc. Juliet Schor 4.2% 87.9% 8.0% 3.4% 71.5% 6.5% 6.5% Proxy Voting Climate Change - Report on Plans to Address Stranded Hess Corporation Park Foundation Inc. / As You Sow 29.8% 69.3% 0.9% 24.4% 56.7% 0.7% 7.6% Carbon Asset Risks Climate Change - Report on Capital Expenditure Strategy Mark Demanes / First Affirmative Financial Kinder Morgan Inc. 37.5% 60.6% 2.0% 25.9% 41.9% 1.3% 18.9% with Respect to Climate Change Policy Network, LLC Marathon Petroleum Corporation Climate Change - Assess Impact of a 2 Degree Scenario Mercy Investment Services, Inc. 39.4% 57.0% 3.5% 28.9% 41.8% 2.6% 10.4% Dignity Health / Presbyterian Church (USA) Climate Change - Report on Impacts of and Plans to Align Noble Energy Inc. / Mercy Investment Services / Rockefeller 22.5% 71.1% 6.5% 19.9% 63.0% 5.7% 3.3% with Global Climate Change Policy Asset Management. Occidental Petroleum Corporation Climate Change - Assess Impact of a 2 Degree Scenario Wespath Investment Management / CalPERS 65.7% 31.9% 2.4% 51.5% 25.0% 1.9% 10.1% PNM Resources Inc. (Holding Co.) Climate Change - Assess Impact of a 2 Degree Scenario Max and Anna Levinson Foundation 45.2% 45.3% 9.5% 40.2% 40.3% 8.4% 5.2% PPL Corporation Climate Change - Assess Impact of a 2 Degree Scenario Comptroller of the State of New York 52.9% 40.2% 6.9% 39.1% 29.7% 5.1% 14.2% Southern Company (The) Climate Change - Assess Impact of a 2 Degree Scenario Sisters of St. Dominic of Caldwell New Jersey 44.1% 52.4% 3.6% 28.2% 33.5% 2.3% 23.0% Climate Change - Report on Climate Change Position and Sundance Family Foundation / Walden Asset T. Rowe Price Group Inc. 8.7% 87.7% 3.5% 6.3% 63.9% 2.6% 14.3% Proxy Voting Management

2017 Annual Corporate Governance Review > 33 Figure 18 Institutional Investor Voting Data, Select Climate Change Proposals – 2017*

Total by Investor

Investor 6) (Proposal (The) Corporation AES 6) (Proposal Corporation Ameren 8) (Proposal Corporation Energy Devon 8) Inc (Proposal Dominion Energy 5) (Proposal Company Energy DTE 7) - DUK (Proposal Corporation Energy Duke 12) (Proposal Mobil Corporation Exxon 10) (Proposal Corporation FirstEnergy 6) (Proposal Corporation Hess 6) Inc. (Proposal Kinder Morgan 6) (Proposal Corporation Petroleum Marathon 6) Inc. (Proposal Noble Energy 5) (Proposal Corporation Petroleum Occidental 5) (Proposal Inc. (Holding Co.) PNM Resources 6) (Proposal PPL Corporation 6) (Proposal (The) Company Southern For Against Abstain Split Ex Splits Total % For % Against % Abstain Aberdeen Asset Management, Inc. • • • • • • • • • • • • • 13 0 0 0 13 100.0% 0.0% 0.0% ACTIAM • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% Advantus Capital Management • • • • • • • • • • • • • • • • 16 0 0 0 16 100.0% 0.0% 0.0% AllianceBernstein LP • • • • • • • • • • • • • • • • 16 0 0 0 16 100.0% 0.0% 0.0% Allianz Global Investors • • • • • • • • • • 10 0 0 0 10 100.0% 0.0% 0.0% American Century • • • • • • • • • • • • • • • 0 15 0 0 15 0.0% 100.0% 0.0% APG (Stichting PF ABP) • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% AQR Capital Management LLC • • • • • • • • • • • • • • 14 0 0 0 14 100.0% 0.0% 0.0% AXA Investment Managers • • • • • • • • • • • • • • 14 0 0 0 14 100.0% 0.0% 0.0% Barings LLC • • • • • • • • • • • • • • • 15 0 1 0 16 93.8% 0.0% 6.3% Barrow, Hanley, Mewhinney & Strauss, LLC • • • • • • • • • 8 2 0 0 10 80.0% 20.0% 0.0% BlackRock • • • • • • • • • • • • • • • • 2 14 1 0 17 11.8% 82.4% 5.9% BMO Global Asset Management (F&C) • • • • • • • • • • • • • • 14 0 0 0 14 100.0% 0.0% 0.0% BNY Mellon • • • • • • • • • • • • • • • • 11 0 1 5 12 91.7% 0.0% 8.3% bpfBOUW (De Stichting Bedrijfstakpensioenfonds voor de 15 0 0 0 15 100.0% 0.0% 0.0% Bouwnijverheid) • • • • • • • • • • • • • • • BPL Pensioen • • • • • • • • • • • 11 0 0 0 11 100.0% 0.0% 0.0% British Columbia Investment Management Corporation (bcIMC) • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% Brookfield Investment Management, Inc. • • • • • • • • • • • • • 4 9 0 0 13 30.8% 69.2% 0.0% Caisse de dépôt et placement du Québec • • • • • • • • • • • • 12 0 0 0 12 100.0% 0.0% 0.0% Calamos Advisors LLC • • • • • • • • • • • • • • 0 15 0 0 15 0.0% 100.0% 0.0% California Public Employees’ Retirement System (CalPERS) • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% California State Teachers' Retirement System (CalSTRS) • • • • • • • • • • • • • • • • 16 1 0 0 17 94.1% 5.9% 0.0% Calvert Research and Management, Inc • • • • • • • • • • • • • • • • 16 0 0 0 16 100.0% 0.0% 0.0% Canada Pension Plan Investment Board (CPPIB) • • • • • • • • • • • • • • 14 0 0 0 14 100.0% 0.0% 0.0% CCM Partners, LP • • • • • • • • • • • • • • • • 16 0 0 0 16 100.0% 0.0% 0.0% Charles Schwab Investment Management, Inc. • • • • • • • • • • • • • • • • 16 0 1 0 17 94.1% 0.0% 5.9% Checchi Capital Fund Advisers LLC • • • • • • • • • • • • • • 14 0 0 0 14 100.0% 0.0% 0.0% Christian Brothers Investment Services • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% Citibank, Inc. (New York) • • • • • • • • • • • • • • • • 2 14 0 0 16 12.5% 87.5% 0.0% City of Philadelphia Board of Pensions and Retirement • • • • • • • • • • • • • • 14 0 0 0 14 100.0% 0.0% 0.0% Colorado Fire & Police Pension Association (FPPA) • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% Colorado PERA • • • • • • • • • • • • • • 14 0 1 0 15 93.3% 0.0% 6.7% Cornerstone Capital Management LLC • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% DBX Strategic Advisors LLC • • • • • • • • • • • • 12 0 0 0 12 100.0% 0.0% 0.0% Desjardins Funds • • • • • • • • • • 10 0 0 0 10 100.0% 0.0% 0.0%

*2017 institutional investor voting data is from S&P 1500 company annual meetings from July 1, 2016 to June 30, 2017

• For • Against • Abstain • Split • Withhold No record investor cast a vote at this meeting; investor may have chosen not to vote or did not have holding at company

34 > Georgeson | Proxy Insight Figure 18 Institutional Investor Voting Data, Select Climate Change Proposals – 2017

Total by Investor

Investor 6) (Proposal (The) Corporation AES 6) (Proposal Corporation Ameren 8) (Proposal Corporation Energy Devon 8) Inc (Proposal Dominion Energy 5) (Proposal Company Energy DTE 7) - DUK (Proposal Corporation Energy Duke 12) (Proposal Mobil Corporation Exxon 10) (Proposal Corporation FirstEnergy 6) (Proposal Corporation Hess 6) Inc. (Proposal Kinder Morgan 6) (Proposal Corporation Petroleum Marathon 6) Inc. (Proposal Noble Energy 5) (Proposal Corporation Petroleum Occidental 5) (Proposal Inc. (Holding Co.) PNM Resources 6) (Proposal PPL Corporation 6) (Proposal (The) Company Southern For Against Abstain Split Ex Splits Total % For % Against % Abstain Deutsche Asset Management (US) • • • • • • • • • • • • • • • • 16 0 0 0 16 100.0% 0.0% 0.0% Diamond Hill Capital Management, Inc • • • • • • • • • • • • • • 13 1 1 0 15 86.7% 6.7% 6.7% Dimensional Fund Advisors, Inc. • • • • • • • • • • • • • • • • 0 16 1 0 17 0.0% 94.1% 5.9% Eaton Vance Management, Inc. • • • • • • • • • • • 0 11 1 0 12 0.0% 91.7% 8.3% Elkhorn Investments, LLC • • • • • • • • • • 10 0 0 0 10 100.0% 0.0% 0.0% Employees Retirement System of Texas • • • • • • • • • • • • • • • • 0 16 0 0 16 0.0% 100.0% 0.0% Exchange Traded Concepts, LLC • • • • • • • • • • • • • • • 15 0 1 0 16 93.8% 0.0% 6.3% Federated Investment Management Co. • • • • • • • • • • • • • • • • 17 0 0 0 17 100.0% 0.0% 0.0% FFCM LLC • • • • • • • • • • • 11 0 0 0 11 100.0% 0.0% 0.0% Fidelity Management & Research Co. (FMR) • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% First Trust Advisors LP • • • • • • • • • • • • • • • • 16 0 0 0 16 100.0% 0.0% 0.0% Fjarde Ap-Fonden • • • • • • • • • • • • • 13 0 0 0 13 100.0% 0.0% 0.0% Florida State Board of Administration • • • • • • • • • • • • • • • • 16 0 1 0 17 94.1% 0.0% 5.9% Franklin Templeton Investments • • • • • • • • • • • • • • • 6 7 1 2 14 42.9% 50.0% 7.1% GAMCO Asset Management, Inc • • • • • • • • • • • • • • • • 0 1 16 0 17 0.0% 5.9% 94.1% Gateway Investment Advisers LLC • • • • • • • • • • • • • • • 15 0 1 0 16 93.8% 0.0% 6.3% GE Asset Management, Inc. • • • • • • • • • • • • • • • 7 3 5 0 15 46.7% 20.0% 33.3% Geode Capital Management • • • • • • • • • • • • • • • • 3 0 13 0 16 18.8% 0.0% 81.3% Goldman Sachs Asset Management LP • • • • • • • • • • • • • • • 11 4 0 0 15 73.3% 26.7% 0.0% GPS Capital Management, LLC • • • • • • • • • • 7 3 1 0 11 63.6% 27.3% 9.1% Great-West Funds, Inc • • • • • • • • • • • • • • • • 16 0 0 0 16 100.0% 0.0% 0.0% Guggenheim Funds Investment Advisors LLC • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% Health Employees Superannuation Trust Australia • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% Henderson Global Investors Ltd. • • • • • • • • • • • • • • 14 0 0 0 14 100.0% 0.0% 0.0% Hennessy Advisors, Inc. • • • • • • • • • • 0 10 0 0 10 0.0% 100.0% 0.0% HIMCO VARIABLE INSURANCE TRUST • • • • • • • • • • • • • • • 15 0 1 0 16 93.8% 0.0% 6.3% Illinois Municipal Retirement Fund • • • • • • • • • • • • • • 0 0 14 0 14 0.0% 0.0% 100.0% Illinois State Board of Investment • • • • • • • • • • • • • • • • 17 0 0 0 17 100.0% 0.0% 0.0% Invesco Advisers, Inc. • • • • • • • • • • • • • • • 3 12 0 0 15 20.0% 80.0% 0.0% Irish Life Investment Managers Limited • • • • • • • • • • • • 12 0 0 0 12 100.0% 0.0% 0.0% Janus Capital Management LLC • • • • • • • • • • • • • • 0 14 0 0 14 0.0% 100.0% 0.0% Jennison Associates LLC • • • • • • • • • • • • • 0 14 0 0 14 0.0% 100.0% 0.0% JPMorgan Investment Management, Inc. • • • • • • • • • • • • • • • • 2 14 1 0 17 11.8% 82.4% 5.9% Legal & General Investment Management • • • • • • • • • • • • • • 14 0 0 0 14 100.0% 0.0% 0.0% Lord, Abbett & Co. LLC • • • • • • • • • • • • • 0 13 0 0 13 0.0% 100.0% 0.0% Los Angeles Capital Management and Equity Research, Inc. • • • • • • • • • • • • • • 14 0 1 0 15 93.3% 0.0% 6.7%

• For • Against • Abstain • Split • Withhold No record investor cast a vote at this meeting; investor may have chosen not to vote or did not have holding at company

2017 Annual Corporate Governance Review > 35 Figure 18 Institutional Investor Voting Data, Select Climate Change Proposals – 2017

Total by Investor

Investor 6) (Proposal (The) Corporation AES 6) (Proposal Corporation Ameren 8) (Proposal Corporation Energy Devon 8) Inc (Proposal Dominion Energy 5) (Proposal Company Energy DTE 7) - DUK (Proposal Corporation Energy Duke 12) (Proposal Mobil Corporation Exxon 10) (Proposal Corporation FirstEnergy 6) (Proposal Corporation Hess 6) Inc. (Proposal Kinder Morgan 6) (Proposal Corporation Petroleum Marathon 6) Inc. (Proposal Noble Energy 5) (Proposal Corporation Petroleum Occidental 5) (Proposal Inc. (Holding Co.) PNM Resources 6) (Proposal PPL Corporation 6) (Proposal (The) Company Southern For Against Abstain Split Ex Splits Total % For % Against % Abstain Los Angeles County Employees Retirement Assoc. (LACERA) • • • • • • • • • • • • • 13 0 0 0 13 100.0% 0.0% 0.0% Madrona Funds • • • • • • • • • • • • 12 0 0 0 12 100.0% 0.0% 0.0% Mason Street Advisors, LLC • • • • • • • • • • • • • • • • 13 3 0 0 16 81.3% 18.8% 0.0% Massachusetts Mutual Life Insurance Co. • • • • • • • • • • • • • • • • 15 0 0 1 15 100.0% 0.0% 0.0% Mercy Investments • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% Metropolitan Life Insurance Co. • • • • • • • • • • • • • • • • 16 0 0 0 16 100.0% 0.0% 0.0% MFS Investment Management, Inc. • • • • • • • • • • • • • 13 0 0 0 13 100.0% 0.0% 0.0% Minnesota State Board of Investment • • • • • • • • • • • • • • • 15 0 1 0 16 93.8% 0.0% 6.3% MN • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% Morgan Stanley Investment Management, Inc. • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% Mutual of America Capital Management Corporation • • • • • • • • • • • • • • • • 16 0 0 0 16 100.0% 0.0% 0.0% Neuberger Berman LLC • • • • • • • • • • • • 12 0 0 0 12 100.0% 0.0% 0.0% Nevada PERS • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% New York City Pension Funds • • • • • • • • • • • • • • 14 0 0 0 14 100.0% 0.0% 0.0% New York Life Investment Management LLC • • • • • • • • • • • • • • 12 1 0 2 13 92.3% 7.7% 0.0% North Carolina Department of State Treasurer • • • • • • • • • • • • • • 13 1 0 0 14 92.9% 7.1% 0.0% Northern Trust Investments • • • • • • • • • • • • • • • • 16 0 0 0 16 100.0% 0.0% 0.0% Nuveen Asset Management LLC • • • • • • • • • • • • • • • • 16 0 0 0 16 100.0% 0.0% 0.0% Ohio Public Employees Retirement System (OPERS) • • • • • • • • • • • • • • • 15 1 0 0 16 93.8% 6.3% 0.0% Ohio School Employees Retirement System (SERS) • • • • • • • • • • • • • • • • 16 0 0 0 16 100.0% 0.0% 0.0% ON Investment Management Co. • • • • • • • • • • • • • • • 0 0 16 0 16 0.0% 0.0% 100.0% OppenheimerFunds, Inc. • • • • • • • • • • • • • 11 1 1 0 13 84.6% 7.7% 7.7% Oregon Public Employees Retirement System • • • • • • • • • • • • • • • 15 0 1 0 16 93.8% 0.0% 6.3% Pacer Advisors, Inc • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% Pacific Investment Management Co. (PIMCO) • • • • • • • • • 5 5 0 0 10 50.0% 50.0% 0.0% PanAgora Asset Management, Inc. • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% Parametric Portfolio Associates, LLC • • • • • • • • • • • • • • 7 8 0 0 15 46.7% 53.3% 0.0% Pemberwick Investment Advisors LLC • • • • • • • • • • • • • • • 15 0 1 0 16 93.8% 0.0% 6.3% Pennsylvania State Employees' Retirement System (SERS) • • • • • • • • • • • • • • • 0 15 0 0 15 0.0% 100.0% 0.0% Pensioenfonds Metaal en Techniek • • • • • • • • • • • 11 0 0 0 11 100.0% 0.0% 0.0% Pensioenfonds Vervoer • • • • • • • • • • 11 0 0 0 11 100.0% 0.0% 0.0% Pensioenfonds Werk en (re)Integratie • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% PGGM Investments • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% PNC Capital Advisors LLC • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% Principal Global Investors LLC • • • • • • • • • • • • • • • • 16 0 0 0 16 100.0% 0.0% 0.0% ProFund Advisors LLC • • • • • • • • • • • • • • • • 16 0 0 0 16 100.0% 0.0% 0.0% Putnam Investment Management LLC • • • • • • • • • • 0 11 0 0 11 0.0% 100.0% 0.0%

• For • Against • Abstain • Split • Withhold No record investor cast a vote at this meeting; investor may have chosen not to vote or did not have holding at company

36 > Georgeson | Proxy Insight Figure 18 Institutional Investor Voting Data, Select Climate Change Proposals – 2017

Total by Investor

Investor 6) (Proposal (The) Corporation AES 6) (Proposal Corporation Ameren 8) (Proposal Corporation Energy Devon 8) Inc (Proposal Dominion Energy 5) (Proposal Company Energy DTE 7) - DUK (Proposal Corporation Energy Duke 12) (Proposal Mobil Corporation Exxon 10) (Proposal Corporation FirstEnergy 6) (Proposal Corporation Hess 6) Inc. (Proposal Kinder Morgan 6) (Proposal Corporation Petroleum Marathon 6) Inc. (Proposal Noble Energy 5) (Proposal Corporation Petroleum Occidental 5) (Proposal Inc. (Holding Co.) PNM Resources 6) (Proposal PPL Corporation 6) (Proposal (The) Company Southern For Against Abstain Split Ex Splits Total % For % Against % Abstain Quaker Funds Inc • • • • • • • • • • 10 0 0 0 10 100.0% 0.0% 0.0% Quantitative Management Associates, LLC • • • • • • • • • • • • • • • • 9 8 0 0 17 52.9% 47.1% 0.0% Rabobank Pensioenfonds • • • • • • • • • • • 12 0 0 0 12 100.0% 0.0% 0.0% RBC Global Asset Management, Inc. • • • • • • • • • • • • • 13 0 0 0 13 100.0% 0.0% 0.0% Research Affiliates, LLC • • • • • • • • • • • • • • • • 7 10 0 0 17 41.2% 58.8% 0.0% RhumbLine Advisers Ltd. Partnership • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% Robeco/RobecoSAM • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% RPMI • • • • • • • • • • • • • • 14 0 0 0 14 100.0% 0.0% 0.0% Russell Investment Management Co. • • • • • • • • • • • • • • • • 15 1 1 0 17 88.2% 5.9% 5.9% RYDEX FUNDS • • • • • • • • • • • • • • • • 16 0 0 0 16 100.0% 0.0% 0.0% Schroders • • • • • • • • • • • • • • • 12 3 0 0 15 80.0% 20.0% 0.0% Security Investors LLC • • • • • • • • • • • • • 13 0 0 0 13 100.0% 0.0% 0.0% SSgA Funds Management, Inc. (State Street) • • • • • • • • • • • • • • • • 8 3 5 0 16 50.0% 18.8% 31.3% State of Wisconsin Investment Board (SWIB) • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% State Teachers' Retirement System of Ohio • • • • • • • • • • • • • • • • 0 16 0 0 16 0.0% 100.0% 0.0% State Universities Retirement System of Illinois (SURS) • • • • • • • • • • • • • • • • 17 0 0 0 17 100.0% 0.0% 0.0% SunAmerica Asset Management Corp. • • • • • • • • • • • • • • • • 0 0 16 0 16 0.0% 0.0% 100.0% T. Rowe Price Associates, Inc. • • • • • • • • • • • • • • • • 5 12 0 0 17 29.4% 70.6% 0.0% Teacher Retirement System of Texas • • • • • • • • • • • • • 13 0 0 0 13 100.0% 0.0% 0.0% Tennenbaum Capital Partners, LLC. • • • • • • • • • • • • • • • • 4 13 0 0 17 23.5% 76.5% 0.0% The Dreyfus Corporation • • • • • • • • • • • • • • • • 0 15 0 2 15 0.0% 100.0% 0.0% Thrivent Investment Management, Inc. • • • • • • • • • • • • • • • • 0 16 0 0 16 0.0% 100.0% 0.0% TIAA-CREF Asset Management LLC • • • • • • • • • • • • • • • • 17 0 0 0 17 100.0% 0.0% 0.0% UBS Global Asset Management • • • • • • • • • • • 11 0 0 0 11 100.0% 0.0% 0.0% United Church Funds • • • • • • • • • • • • 12 0 0 0 12 100.0% 0.0% 0.0% United Services Automobile Association (USAA) • • • • • • • • • • • • • • • • 16 0 0 0 16 100.0% 0.0% 0.0% VALIC Financial Advisors, Inc • • • • • • • • • • • • • • 0 0 14 0 14 0.0% 0.0% 100.0% Vanguard Group, Inc. • • • • • • • • • • • • • • • • 2 14 0 0 16 12.5% 87.5% 0.0% Vermont State Treasurer • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% Victory Capital Management, Inc. • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0% Voya Investment Management • • • • • • • • • • • • • • • • 0 16 0 0 16 0.0% 100.0% 0.0% VTL Associates, LLC • • • • • • • • • • • • • • • • 15 0 1 0 16 93.8% 0.0% 6.3% Weiss Multi-Strategy Advisers LLC • • • • • • • • • • • • • • • • 16 0 0 0 16 100.0% 0.0% 0.0% Wellington Management Company • • • • • • • • • • • • • • 11 3 1 0 15 73.3% 20.0% 6.7% Wells Fargo Advisors LLC • • • • • • • • • • • • • • • • 16 0 0 0 16 100.0% 0.0% 0.0% Wilmington Trust Investment Management LLC • • • • • • • • • • • • • • • 15 0 0 0 15 100.0% 0.0% 0.0%

• For • Against • Abstain • Split • Withhold No record investor cast a vote at this meeting; investor may have chosen not to vote or did not have holding at company

2017 Annual Corporate Governance Review > 37 This page intentionally left blank. Part 3 > Management Proposal — Advisory Vote on Executive Compensation Figure 19 Management Proposal – Advisory Vote on Executive Compensation, Voting Results for the S&P 500 Index – 2017*

As Percentage of Votes Cast As Percentage of Shares Outstanding Company For Against Abstain For Against Abstain Non-Vote 3M Company 95.3% 3.9% 0.8% 64.7% 2.7% 0.5% 17.2% Abbott Laboratories 94.8% 4.5% 0.8% 71.8% 3.4% 0.6% 13.4% AbbVie Inc. 94.5% 4.5% 1.0% 67.0% 3.2% 0.7% 17.6% Accenture plc. 95.2% 4.3% 0.5% 65.7% 3.0% 0.4% 7.4% Activision Blizzard, Inc 59.4% 40.1% 0.5% 49.0% 33.1% 0.4% 6.2% Acuity Brands Inc 93.2% 5.7% 1.1% 79.9% 4.9% 0.9% 5.9% Adobe Systems Incorporated 95.4% 4.4% 0.2% 78.2% 3.6% 0.2% 7.9% Advance Auto Parts Inc 85.9% 14.1% 0.0% 75.1% 12.3% 0.0% 3.7% Advanced Micro Devices Inc. 93.0% 6.6% 0.4% 50.4% 3.6% 0.2% 27.3% AES Corporation (The) 93.8% 5.2% 1.0% 81.8% 4.6% 0.9% 3.6% Aetna Inc. 85.1% 14.6% 0.3% 70.6% 12.1% 0.3% 6.6% Affiliated Managers Group Inc. 60.9% 37.7% 1.4% 53.0% 32.8% 1.2% 3.6% Aflac Incorporated 81.1% 18.6% 0.3% 91.1% 20.9% 0.3% 8.7% Agilent Technologies Inc. 96.2% 2.7% 1.1% 74.2% 2.1% 0.9% 9.0% Air Products and Chemicals Inc. 96.9% 2.7% 0.4% 76.1% 2.1% 0.3% 7.9% Akamai Technologies Inc. 84.2% 15.7% 0.1% 68.6% 12.8% 0.1% 8.0% Alaska Air Group Inc. 97.6% 2.2% 0.2% 77.2% 1.8% 0.1% 9.1% Albemarle Corporation 96.9% 2.9% 0.2% 78.4% 2.3% 0.2% 5.6% Alexandria Real Estate Equities Inc. 82.1% 17.9% 0.0% 74.5% 16.2% 0.0% 1.6% Alexion Pharmaceuticals Inc. 96.8% 2.8% 0.4% 85.0% 2.5% 0.3% 3.2% Align Technology Inc. 94.1% 4.9% 1.0% 77.7% 4.0% 0.9% 8.6% Allegion PLC 97.8% 2.0% 0.2% 78.9% 1.6% 0.2% 5.8% Allergan PLC 96.2% 2.0% 1.8% 78.7% 1.6% 1.5% 7.1% Alliance Data Systems Corporation 98.4% 1.5% 0.1% 83.3% 1.3% 0.1% 4.6% Alliant Energy Corporation 93.8% 5.1% 1.1% 55.3% 3.0% 0.6% 11.0% Allstate Corporation (The) 94.7% 4.5% 0.7% 71.3% 3.4% 0.5% 10.3% Alphabet Inc 75.2% 24.6% 0.2% 65.2% 21.3% 0.2% 4.6% Altria Group 92.2% 7.1% 0.7% 61.8% 4.7% 0.5% 22.1% Amazon.com Inc. 97.7% 2.1% 0.2% 77.2% 1.7% 0.2% 11.0% Ameren Corporation 95.2% 4.1% 0.7% 65.8% 2.8% 0.5% 12.9% American Airlines Group Inc. 97.6% 2.2% 0.2% 72.5% 1.7% 0.1% 16.6% American Electric Power Company Inc. 83.9% 15.2% 0.9% 51.7% 9.4% 0.6% 15.1% American Express Company 72.4% 26.7% 0.8% 58.3% 21.5% 0.7% 9.1% American International Group Inc. 89.5% 1.8% 8.7% 72.0% 1.4% 7.0% 5.7% American Tower Corporation (REIT) 98.0% 1.6% 0.4% 84.7% 1.4% 0.4% 5.5% American Water Works 96.4% 3.4% 0.3% 73.3% 2.6% 0.2% 12.9% Ameriprise Financial Inc 80.9% 18.8% 0.3% 64.9% 15.1% 0.3% 8.0% AmerisourceBergen Corporation (Holding Co) 94.6% 4.9% 0.4% 54.3% 2.8% 0.2% 34.4% AMETEK Inc 95.1% 4.3% 0.6% 79.5% 3.6% 0.5% 5.3% Amgen Inc. 95.0% 4.5% 0.5% 74.0% 3.5% 0.4% 12.1% Amphenol Corporation 95.4% 2.8% 1.9% 86.8% 2.5% 1.7% 2.3% Anadarko Petroleum Corporation 91.0% 8.9% 0.2% 71.7% 7.0% 0.1% 7.0% Analog Devices Inc. 96.6% 2.1% 1.3% 81.7% 1.8% 1.1% 6.9% Andeavor 95.7% 4.2% 0.2% 70.9% 3.1% 0.1% 6.8% ANSYS Inc. 96.7% 2.4% 0.9% 85.3% 2.1% 0.8% 4.2% Anthem, Inc. 93.9% 5.7% 0.4% 77.9% 4.7% 0.3% 5.6% Aon PLC 92.9% 7.0% 0.1% 77.6% 5.9% 0.1% 6.5% Apache Corporation 95.5% 4.2% 0.2% 79.3% 3.5% 0.2% 8.6% Apartment Investment and Management Company 97.8% 2.0% 0.1% 80.0% 1.7% 0.1% 2.6% Apple Inc. 94.8% 4.7% 0.5% 56.0% 2.8% 0.3% 27.1% Applied Materials Inc. 97.5% 2.2% 0.3% 72.2% 1.7% 0.2% 12.2% Archer-Daniels-Midland Company 92.1% 7.4% 0.4% 74.8% 6.0% 0.3% 10.2% Arconic Inc. 90.5% 6.7% 2.8% 64.6% 4.8% 2.0% 0.7% Arthur J. Gallagher & Co. 96.3% 3.5% 0.2% 78.6% 2.9% 0.1% 10.7% Assurant Inc. 94.7% 5.0% 0.2% 81.0% 4.3% 0.2% 5.2% AT&T Inc. 89.7% 9.0% 1.3% 52.2% 5.2% 0.7% 23.9% Autodesk Inc. 94.8% 5.1% 0.1% 83.1% 4.5% 0.1% 5.8%

*2017 voting data is from S&P 500 company annual meetings from July 1, 2016 to June 30, 2017

40 > Georgeson | Proxy Insight Figure 19 Management Proposal – Advisory Vote on Executive Compensation, Voting Results for the S&P 500 Index – 2017

As Percentage of Votes Cast As Percentage of Shares Outstanding Company For Against Abstain For Against Abstain Non-Vote Automatic Data Processing Inc. 96.0% 3.6% 0.5% 71.9% 2.7% 0.4% 14.7% AutoZone Inc. 92.5% 7.4% 0.1% 77.9% 6.2% 0.1% 5.1% AvalonBay Communities Inc. 93.0% 6.9% 0.1% 81.0% 6.0% 0.1% 2.5% Avery Dennison Corporation 93.8% 5.7% 0.5% 76.1% 4.6% 0.4% 7.5% Baker Hughes Incorporated 88.5% 11.4% 0.1% 75.7% 9.8% 0.1% 6.0% Ball Corporation 95.6% 3.5% 0.9% 80.4% 3.0% 0.8% 7.2% Bank of America Corporation 94.4% 4.4% 1.2% 67.4% 3.1% 0.9% 15.2% Bank Of New York Mellon Corporation (The) 97.5% 2.0% 0.5% 78.1% 1.6% 0.4% 7.7% Baxter International Inc. 96.6% 3.2% 0.2% 73.3% 2.4% 0.2% 9.6% BB&T Corporation 93.0% 5.2% 1.8% 70.4% 4.0% 1.4% 13.0% Becton, Dickinson and Company 93.9% 5.7% 0.4% 73.6% 4.5% 0.3% 9.7% Berkshire Hathaway Inc. 99.4% 0.3% 0.3% 69.6% 0.2% 0.2% 0.0% Best Buy Co. Inc. 96.4% 3.5% 0.1% 83.4% 3.0% 0.1% 5.0% Biogen Inc. 97.6% 2.2% 0.2% 78.7% 1.8% 0.2% 7.3% BlackRock Inc. 90.1% 9.8% 0.2% 75.6% 8.2% 0.2% 5.6% Boeing Company (The) 94.9% 4.0% 1.0% 69.4% 3.0% 0.7% 17.3% BorgWarner Inc. 89.9% 5.4% 4.7% 77.0% 4.6% 4.0% 5.7% Boston Properties Inc. 92.4% 7.3% 0.2% 83.4% 6.6% 0.2% 2.2% Boston Scientific Corporation 97.2% 2.6% 0.2% 82.7% 2.2% 0.1% 3.4% Bristol-Myers Squibb Company 95.8% 3.4% 0.8% 67.0% 2.4% 0.6% 17.6% Broadcom Ltd 87.5% 12.4% 0.1% 76.3% 10.8% 0.1% 5.5% C.H. Robinson Worldwide Inc. 86.5% 8.8% 4.7% 64.9% 6.6% 3.5% 13.8% C.R. Bard Inc. 89.1% 10.5% 0.4% 72.4% 8.5% 0.3% 6.5% CA Inc. 92.5% 7.4% 0.1% 77.8% 6.2% 0.1% 5.0% Cabot Oil & Gas Corporation 95.1% 4.8% 0.1% 83.7% 4.2% 0.1% 3.5% Cadence Design Systems Inc. 98.1% 1.7% 0.2% 79.8% 1.4% 0.2% 7.2% Campbell Soup Company 96.7% 3.0% 0.3% 76.7% 2.4% 0.3% 6.8% Capital One Financial Corporation 95.2% 4.7% 0.1% 80.6% 4.0% 0.1% 6.2% Cardinal Health Inc. 93.2% 6.5% 0.2% 75.5% 5.3% 0.2% 9.0% CarMax Inc 87.1% 12.1% 0.8% 73.1% 10.1% 0.7% 6.2% Carnival Corporation 88.8% 10.9% 0.3% 70.0% 8.6% 0.2% 3.5% Caterpillar Inc. 96.4% 3.1% 0.5% 70.8% 2.3% 0.4% 18.2% CBOE Holdings Inc. 95.6% 2.7% 1.7% 69.6% 2.0% 1.3% 14.6% CBRE Group, Inc. 97.4% 2.5% 0.2% 85.6% 2.2% 0.2% 4.4% CBS Corporation 98.6% 1.4% 0.0% 95.5% 1.3% 0.0% 2.5% Celgene Corporation 95.0% 4.5% 0.5% 70.6% 3.3% 0.4% 14.5% Centene Corporation 88.6% 11.2% 0.2% 73.9% 9.4% 0.2% 6.0% CenterPoint Energy Inc. 93.6% 5.7% 0.7% 69.9% 4.3% 0.5% 11.5% CenturyLink Inc. 86.8% 12.3% 0.9% 53.0% 7.5% 0.6% 27.8% Cerner Corporation 96.0% 3.8% 0.2% 78.7% 3.1% 0.2% 9.1% CF Industries Holdings Inc. 95.4% 4.4% 0.1% 79.2% 3.7% 0.1% 6.8% Charter Communications Inc. 69.7% 30.2% 0.0% 63.5% 27.5% 0.0% 2.6% Chesapeake Energy Corporation 56.2% 42.7% 1.1% 27.2% 20.6% 0.5% 29.1% Chevron Corporation 92.6% 6.2% 1.2% 64.6% 4.3% 0.9% 17.5% Chipotle Mexican Grill Inc. 93.0% 6.7% 0.3% 64.8% 4.7% 0.2% 15.3% Chubb Ltd 95.5% 4.0% 0.5% 80.6% 3.4% 0.4% 5.3% Church & Dwight Company Inc. 93.8% 5.8% 0.4% 70.6% 4.4% 0.3% 13.1% Cigna Corporation 92.6% 7.2% 0.2% 78.8% 6.1% 0.2% 4.7% Cimarex Energy Co 97.0% 2.8% 0.2% 81.1% 2.3% 0.2% 4.4% Cincinnati Financial Corporation 97.3% 1.8% 0.9% 75.8% 1.4% 0.7% 11.8% Cintas Corporation 97.9% 1.9% 0.2% 86.8% 1.7% 0.1% 3.9% Cisco Systems Inc. 93.9% 5.8% 0.4% 67.7% 4.1% 0.3% 14.6% Citigroup Inc. 95.9% 3.3% 0.7% 71.4% 2.5% 0.5% 9.4% Citizens Financial Group Inc 96.7% 2.6% 0.8% 85.1% 2.3% 0.7% 2.7% Citrix Systems Inc. 85.8% 14.0% 0.2% 63.1% 10.3% 0.1% 7.4% Clorox Company (The) 93.1% 6.0% 0.9% 62.6% 4.0% 0.6% 21.5% CME Group Inc. 94.9% 4.9% 0.3% 75.4% 3.9% 0.2% 8.6%

2017 Annual Corporate Governance Review > 41 Figure 19 Management Proposal – Advisory Vote on Executive Compensation, Voting Results for the S&P 500 Index – 2017

As Percentage of Votes Cast As Percentage of Shares Outstanding Company For Against Abstain For Against Abstain Non-Vote CMS Energy Corporation 97.4% 2.4% 0.2% 78.6% 1.9% 0.2% 6.1% Coach Inc. 96.5% 3.1% 0.4% 77.0% 2.4% 0.3% 9.8% Coca-Cola Company (The) 74.8% 24.6% 0.6% 55.5% 18.2% 0.5% 13.7% Cognizant Technology Solutions Corporation 93.7% 6.0% 0.3% 75.9% 4.8% 0.3% 6.8% Colgate-Palmolive Company 91.9% 7.0% 1.1% 68.3% 5.2% 0.8% 11.6% Comcast Corporation 90.8% 9.1% 0.1% 79.1% 7.9% 0.1% 5.4% Comerica Incorporated 97.5% 2.2% 0.3% 75.4% 1.7% 0.2% 8.1% ConAgra Brands Inc. 95.3% 4.2% 0.5% 77.0% 3.4% 0.4% 14.0% Concho Resources Inc. 98.6% 1.0% 0.3% 84.7% 0.9% 0.3% 2.3% ConocoPhillips 31.9% 67.4% 0.7% 22.3% 47.1% 0.5% 18.4% Consolidated Edison Inc 93.5% 5.3% 1.3% 54.2% 3.0% 0.7% 25.5% Constellation Brands Inc 98.7% 1.2% 0.1% 90.4% 1.1% 0.1% 4.0% Cooper Companies Inc. (The) 97.6% 2.4% 0.0% 87.1% 2.1% 0.0% 3.2% Corning Incorporated 91.4% 8.1% 0.5% 65.1% 5.7% 0.4% 16.6% Costco Wholesale Corporation 96.4% 3.4% 0.3% 66.8% 2.3% 0.2% 15.1% Coty Inc. 100.0% 0.0% 0.0% 99.1% 0.0% 0.0% 0.1% Crown Castle International Corporation 98.8% 1.1% 0.1% 86.3% 0.9% 0.1% 5.3% CSRA Inc 94.6% 4.9% 0.5% 79.0% 4.1% 0.4% 4.5% CSX Corporation 93.7% 5.5% 0.8% 69.8% 4.1% 0.6% 2.7% Cummins Inc. 93.9% 5.7% 0.4% 71.7% 4.3% 0.3% 11.3% CVS Health Corp 61.1% 38.6% 0.3% 48.2% 30.5% 0.2% 10.0% D.R. Horton Inc. 94.2% 5.7% 0.1% 76.8% 4.7% 0.1% 8.5% Danaher Corporation 96.9% 2.9% 0.1% 81.7% 2.5% 0.1% 5.2% Darden Restaurants Inc. 95.3% 4.1% 0.6% 72.7% 3.1% 0.5% 9.1% DaVita Inc 94.5% 5.5% 0.1% 71.9% 4.2% 0.1% 6.6% Deere & Company 94.8% 4.2% 1.0% 67.2% 3.0% 0.7% 16.2% Delphi Automotive plc 97.0% 2.8% 0.2% 81.7% 2.4% 0.2% 2.0% Delta Air Lines Inc. 97.3% 2.6% 0.2% 72.7% 1.9% 0.1% 10.9% Dentsply Sirona Inc 96.9% 3.0% 0.2% 83.7% 2.6% 0.1% 5.3% Devon Energy Corporation 95.4% 4.3% 0.4% 73.3% 3.3% 0.3% 9.6% Digital Realty Trust Inc. 93.0% 6.6% 0.4% 79.3% 5.6% 0.3% 6.5% Discover Financial Services 95.6% 4.1% 0.3% 76.4% 3.3% 0.3% 8.7% Discovery Communications Inc. 69.3% 30.6% 0.1% 62.4% 27.6% 0.1% 4.1% DISH Network Corporation 99.9% 0.1% 0.0% 98.9% 0.1% 0.0% 0.4% Dollar General Corporation 94.4% 5.3% 0.3% 80.7% 4.5% 0.2% 5.0% Dollar Tree Inc. 96.1% 3.4% 0.5% 80.9% 2.9% 0.4% 5.3% Dominion Energy Inc 92.7% 6.5% 0.8% 62.8% 4.4% 0.6% 15.7% Dover Corporation 96.0% 3.1% 0.9% 77.4% 2.5% 0.8% 8.5% Dow Chemical Company (The) 87.0% 12.0% 1.0% 62.2% 8.5% 0.7% 12.9% Dr Pepper Snapple Group, Inc 90.0% 9.9% 0.2% 72.7% 8.0% 0.1% 4.6% DTE Energy Company 94.1% 5.2% 0.7% 62.4% 3.4% 0.4% 13.0% Duke Energy Corporation 82.7% 16.1% 1.2% 50.7% 9.9% 0.7% 24.0% Duke Realty Corporation 94.0% 5.8% 0.2% 81.8% 5.1% 0.2% 4.7% E*TRADE Financial Corporation 92.9% 7.1% 0.0% 70.3% 5.3% 0.0% 7.4% E.I. du Pont de Nemours and Company 73.8% 25.6% 0.6% 54.0% 18.8% 0.4% 14.2% Eastman Chemical Company 91.3% 7.9% 0.7% 70.1% 6.1% 0.6% 7.8% Eaton Corporation Plc 93.9% 5.2% 0.9% 72.9% 4.0% 0.7% 10.3% eBay Inc. 92.7% 7.2% 0.1% 77.1% 6.0% 0.1% 5.4% Ecolab Inc. 94.4% 4.3% 1.3% 77.8% 3.6% 1.0% 7.4% Edison International 93.2% 6.3% 0.5% 74.4% 5.0% 0.4% 8.1% Edwards Lifesciences Corporation 94.9% 4.9% 0.2% 74.7% 3.9% 0.2% 8.9% Electronic Arts Inc. 98.1% 1.7% 0.2% 84.8% 1.4% 0.2% 5.0% Eli Lilly and Company 97.4% 2.3% 0.3% 73.9% 1.8% 0.2% 10.1% Emerson Electric Company 95.2% 4.0% 0.8% 70.0% 2.9% 0.6% 15.1% Entergy Corporation 92.3% 7.4% 0.3% 72.0% 5.7% 0.3% 8.9% Envision Healthcare Holdings, Inc. 51.9% 47.9% 0.2% 28.6% 26.5% 0.1% 2.4% EOG Resources Inc. 95.6% 3.7% 0.7% 78.2% 3.0% 0.6% 4.8% EQT Corporation 98.2% 1.7% 0.2% 77.4% 1.3% 0.1% 8.5%

42 > Georgeson | Proxy Insight Figure 19 Management Proposal – Advisory Vote on Executive Compensation, Voting Results for the S&P 500 Index – 2017

As Percentage of Votes Cast As Percentage of Shares Outstanding As Percentage of Votes Cast As Percentage of Shares Outstanding Company For Against Abstain For Against Abstain Non-Vote Company For Against Abstain For Against Abstain Non-Vote CMS Energy Corporation 97.4% 2.4% 0.2% 78.6% 1.9% 0.2% 6.1% Equifax Inc. 95.0% 4.7% 0.3% 80.4% 4.0% 0.2% 7.5% Coach Inc. 96.5% 3.1% 0.4% 77.0% 2.4% 0.3% 9.8% Equinix Inc. 98.3% 1.5% 0.2% 87.1% 1.3% 0.2% 3.8% Coca-Cola Company (The) 74.8% 24.6% 0.6% 55.5% 18.2% 0.5% 13.7% Equity Residential 90.3% 9.5% 0.1% 80.4% 8.5% 0.1% 2.5% Cognizant Technology Solutions Corporation 93.7% 6.0% 0.3% 75.9% 4.8% 0.3% 6.8% Essex Property Trust Inc. 96.0% 2.3% 1.7% 83.2% 2.0% 1.5% 4.5% Colgate-Palmolive Company 91.9% 7.0% 1.1% 68.3% 5.2% 0.8% 11.6% Estee Lauder Companies Inc. (The) 91.8% 8.0% 0.1% 89.5% 7.8% 0.1% 0.5% Comcast Corporation 90.8% 9.1% 0.1% 79.1% 7.9% 0.1% 5.4% Everest Re Group, Ltd. 91.8% 8.1% 0.1% 80.4% 7.1% 0.0% 12.3% Comerica Incorporated 97.5% 2.2% 0.3% 75.4% 1.7% 0.2% 8.1% Eversource Energy 88.6% 10.4% 1.0% 68.3% 8.1% 0.8% 11.4% ConAgra Brands Inc. 95.3% 4.2% 0.5% 77.0% 3.4% 0.4% 14.0% Exelon Corporation 86.0% 12.8% 1.2% 47.6% 7.1% 0.7% 8.1% Concho Resources Inc. 98.6% 1.0% 0.3% 84.7% 0.9% 0.3% 2.3% Expedia Inc. 78.6% 21.4% 0.0% 73.0% 19.8% 0.0% 2.7% ConocoPhillips 31.9% 67.4% 0.7% 22.3% 47.1% 0.5% 18.4% Expeditors International of Washington Inc. 94.0% 5.6% 0.4% 76.7% 4.6% 0.3% 7.8% Consolidated Edison Inc 93.5% 5.3% 1.3% 54.2% 3.0% 0.7% 25.5% Express Scripts Holding Company 91.2% 8.4% 0.4% 70.9% 6.5% 0.3% 10.5% Constellation Brands Inc 98.7% 1.2% 0.1% 90.4% 1.1% 0.1% 4.0% Extra Space Storage Inc 96.3% 3.7% 0.1% 83.2% 3.2% 0.0% 7.4% Cooper Companies Inc. (The) 97.6% 2.4% 0.0% 87.1% 2.1% 0.0% 3.2% Exxon Mobil Corporation 67.7% 31.1% 1.2% 44.1% 20.3% 0.8% 20.6% Corning Incorporated 91.4% 8.1% 0.5% 65.1% 5.7% 0.4% 16.6% F5 Networks Inc. 88.4% 11.2% 0.4% 69.8% 8.8% 0.3% 7.2% Costco Wholesale Corporation 96.4% 3.4% 0.3% 66.8% 2.3% 0.2% 15.1% Fastenal Company 96.4% 3.1% 0.5% 74.6% 2.4% 0.4% 13.3% Coty Inc. 100.0% 0.0% 0.0% 99.1% 0.0% 0.0% 0.1% Federal Realty Investment Trust 94.5% 5.2% 0.3% 80.5% 4.4% 0.2% 4.8% Crown Castle International Corporation 98.8% 1.1% 0.1% 86.3% 0.9% 0.1% 5.3% FedEx Corporation 95.3% 4.2% 0.4% 75.5% 3.3% 0.4% 9.7% CSRA Inc 94.6% 4.9% 0.5% 79.0% 4.1% 0.4% 4.5% Fidelity National Information Services Inc. 82.6% 17.2% 0.2% 68.3% 14.2% 0.1% 6.9% CSX Corporation 93.7% 5.5% 0.8% 69.8% 4.1% 0.6% 2.7% Fifth Third Bancorp 93.7% 6.0% 0.3% 72.7% 4.7% 0.2% 9.8% Cummins Inc. 93.9% 5.7% 0.4% 71.7% 4.3% 0.3% 11.3% FirstEnergy Corporation 70.9% 28.1% 1.0% 52.7% 20.9% 0.7% 11.2% CVS Health Corp 61.1% 38.6% 0.3% 48.2% 30.5% 0.2% 10.0% Fiserv Inc. 85.3% 14.5% 0.2% 70.5% 12.0% 0.2% 9.1% D.R. Horton Inc. 94.2% 5.7% 0.1% 76.8% 4.7% 0.1% 8.5% FLIR Systems Inc. 96.4% 3.4% 0.2% 81.8% 2.9% 0.1% 7.4% Danaher Corporation 96.9% 2.9% 0.1% 81.7% 2.5% 0.1% 5.2% Flowserve Corporation 89.8% 8.5% 1.6% 80.2% 7.6% 1.5% 4.8% Darden Restaurants Inc. 95.3% 4.1% 0.6% 72.7% 3.1% 0.5% 9.1% Fluor Corporation 93.1% 6.4% 0.6% 73.4% 5.0% 0.4% 10.4% DaVita Inc 94.5% 5.5% 0.1% 71.9% 4.2% 0.1% 6.6% FMC Corporation 61.9% 37.7% 0.4% 48.6% 29.6% 0.3% 5.3% Deere & Company 94.8% 4.2% 1.0% 67.2% 3.0% 0.7% 16.2% Foot Locker Inc. 91.6% 8.2% 0.1% 74.0% 6.7% 0.1% 5.2% Delphi Automotive plc 97.0% 2.8% 0.2% 81.7% 2.4% 0.2% 2.0% Ford Motor Company 96.0% 3.5% 0.5% 70.3% 2.5% 0.4% 18.3% Delta Air Lines Inc. 97.3% 2.6% 0.2% 72.7% 1.9% 0.1% 10.9% Fortive Corp 98.4% 1.5% 0.1% 81.6% 1.2% 0.1% 4.9% Dentsply Sirona Inc 96.9% 3.0% 0.2% 83.7% 2.6% 0.1% 5.3% Fortune Brands Home & Security Inc. 96.0% 3.5% 0.5% 75.7% 2.8% 0.4% 8.7% Devon Energy Corporation 95.4% 4.3% 0.4% 73.3% 3.3% 0.3% 9.6% Franklin Resources Inc. 97.1% 2.8% 0.1% 79.0% 2.3% 0.1% 6.5% Digital Realty Trust Inc. 93.0% 6.6% 0.4% 79.3% 5.6% 0.3% 6.5% Freeport-McMoran Inc. 52.4% 46.9% 0.7% 35.9% 32.1% 0.5% 15.1% Discover Financial Services 95.6% 4.1% 0.3% 76.4% 3.3% 0.3% 8.7% Gap Inc. (The) 97.2% 2.8% 0.1% 84.3% 2.4% 0.1% 5.3% Discovery Communications Inc. 69.3% 30.6% 0.1% 62.4% 27.6% 0.1% 4.1% Garmin Ltd. 98.3% 1.6% 0.1% 70.0% 1.1% 0.1% 10.0% DISH Network Corporation 99.9% 0.1% 0.0% 98.9% 0.1% 0.0% 0.4% Gartner Inc. 98.8% 1.2% 0.0% 88.3% 1.0% 0.0% 4.4% Dollar General Corporation 94.4% 5.3% 0.3% 80.7% 4.5% 0.2% 5.0% General Dynamics Corporation 96.6% 2.8% 0.6% 82.1% 2.4% 0.5% 7.8% Dollar Tree Inc. 96.1% 3.4% 0.5% 80.9% 2.9% 0.4% 5.3% General Electric Company 88.4% 10.7% 0.9% 51.5% 6.2% 0.5% 18.8% Dominion Energy Inc 92.7% 6.5% 0.8% 62.8% 4.4% 0.6% 15.7% General Mills Inc. 95.0% 4.1% 0.9% 68.9% 3.0% 0.6% 19.3% Dover Corporation 96.0% 3.1% 0.9% 77.4% 2.5% 0.8% 8.5% General Motors Company 96.3% 3.2% 0.5% 74.3% 2.5% 0.4% 5.4% Dow Chemical Company (The) 87.0% 12.0% 1.0% 62.2% 8.5% 0.7% 12.9% Genuine Parts Company 96.2% 3.3% 0.5% 77.5% 2.6% 0.4% 10.6% Dr Pepper Snapple Group, Inc 90.0% 9.9% 0.2% 72.7% 8.0% 0.1% 4.6% GGP Inc 95.4% 3.6% 1.1% 83.1% 3.1% 0.9% 1.6% DTE Energy Company 94.1% 5.2% 0.7% 62.4% 3.4% 0.4% 13.0% Gilead Sciences Inc. 93.1% 6.5% 0.4% 63.0% 4.4% 0.3% 15.4% Duke Energy Corporation 82.7% 16.1% 1.2% 50.7% 9.9% 0.7% 24.0% Global Payments Inc. 98.6% 1.2% 0.3% 87.6% 1.0% 0.2% 3.9% Duke Realty Corporation 94.0% 5.8% 0.2% 81.8% 5.1% 0.2% 4.7% Global Payments Inc. 97.9% 2.0% 0.1% 87.0% 1.8% 0.1% 3.5% E*TRADE Financial Corporation 92.9% 7.1% 0.0% 70.3% 5.3% 0.0% 7.4% Goldman Sachs Group Inc. (The) 93.0% 6.9% 0.1% 71.9% 5.3% 0.1% 9.7% E.I. du Pont de Nemours and Company 73.8% 25.6% 0.6% 54.0% 18.8% 0.4% 14.2% H&R Block Inc. 97.4% 2.3% 0.3% 81.6% 2.0% 0.2% 7.4% Eastman Chemical Company 91.3% 7.9% 0.7% 70.1% 6.1% 0.6% 7.8% Halliburton Company 66.2% 33.5% 0.3% 49.6% 25.1% 0.2% 10.8% Eaton Corporation Plc 93.9% 5.2% 0.9% 72.9% 4.0% 0.7% 10.3% Hanesbrands Inc. 93.3% 6.2% 0.5% 73.8% 4.9% 0.4% 13.4% eBay Inc. 92.7% 7.2% 0.1% 77.1% 6.0% 0.1% 5.4% Harley-Davidson Inc. 96.1% 3.6% 0.3% 70.6% 2.6% 0.2% 12.6% Ecolab Inc. 94.4% 4.3% 1.3% 77.8% 3.6% 1.0% 7.4% Harris Corporation 95.1% 4.3% 0.5% 78.3% 3.6% 0.4% 7.5% Edison International 93.2% 6.3% 0.5% 74.4% 5.0% 0.4% 8.1% Hartford Financial Services Group Inc. (The) 96.2% 3.3% 0.4% 77.2% 2.7% 0.3% 8.8% Edwards Lifesciences Corporation 94.9% 4.9% 0.2% 74.7% 3.9% 0.2% 8.9% Hasbro Inc. 97.9% 1.9% 0.2% 79.9% 1.6% 0.2% 8.3% Electronic Arts Inc. 98.1% 1.7% 0.2% 84.8% 1.4% 0.2% 5.0% HCA Holdings Inc. 94.4% 5.4% 0.2% 79.7% 4.6% 0.1% 2.7% Eli Lilly and Company 97.4% 2.3% 0.3% 73.9% 1.8% 0.2% 10.1% HCP Inc 92.6% 7.1% 0.3% 72.7% 5.6% 0.2% 10.4% Emerson Electric Company 95.2% 4.0% 0.8% 70.0% 2.9% 0.6% 15.1% Helmerich & Payne Inc. 95.8% 3.4% 0.8% 78.6% 2.8% 0.6% 7.5% Entergy Corporation 92.3% 7.4% 0.3% 72.0% 5.7% 0.3% 8.9% Henry Schein Inc. 91.3% 4.7% 4.0% 75.8% 3.9% 3.3% 7.5% Envision Healthcare Holdings, Inc. 51.9% 47.9% 0.2% 28.6% 26.5% 0.1% 2.4% Hershey Company (The) 99.4% 0.6% 0.1% 93.4% 0.5% 0.1% 3.1% EOG Resources Inc. 95.6% 3.7% 0.7% 78.2% 3.0% 0.6% 4.8% Hess Corporation 96.4% 3.5% 0.1% 78.9% 2.8% 0.1% 7.6% EQT Corporation 98.2% 1.7% 0.2% 77.4% 1.3% 0.1% 8.5% Hewlett Packard Enterprise Co 83.3% 16.0% 0.7% 62.5% 12.0% 0.5% 12.9%

2017 Annual Corporate Governance Review > 43 Figure 19 Management Proposal – Advisory Vote on Executive Compensation, Voting Results for the S&P 500 Index – 2017

As Percentage of Votes Cast As Percentage of Shares Outstanding Company For Against Abstain For Against Abstain Non-Vote Hilton Worldwide Holdings Inc. 98.7% 1.3% 0.0% 91.9% 1.2% 0.0% 1.6% Hologic Inc. 95.4% 4.0% 0.6% 78.8% 3.3% 0.5% 5.9% Home Depot Inc. (The) 97.2% 2.3% 0.5% 70.1% 1.7% 0.3% 15.6% Honeywell International Inc. 92.9% 6.0% 1.1% 72.7% 4.7% 0.8% 11.0% Hormel Foods Corporation 97.9% 2.0% 0.2% 80.2% 1.6% 0.2% 9.0% Host Hotels & Resorts Inc. 93.9% 6.1% 0.0% 84.2% 5.4% 0.0% 2.6% HP Inc 92.8% 6.8% 0.4% 67.9% 5.0% 0.3% 12.9% Humana Inc. 95.3% 4.4% 0.3% 80.6% 3.7% 0.2% 4.6% Huntington Bancshares Incorporated 96.2% 3.4% 0.4% 73.3% 2.6% 0.3% 12.9% IDEXX Laboratories Inc. 91.2% 8.7% 0.1% 73.8% 7.0% 0.1% 10.2% IHS Markit Ltd 85.9% 14.1% 0.0% 77.1% 12.6% 0.0% 2.4% Illinois Tool Works Inc. 96.9% 2.7% 0.4% 77.2% 2.2% 0.3% 9.7% Illumina Inc. 97.7% 1.7% 0.6% 83.6% 1.4% 0.6% 6.7% Incyte Corporation 97.5% 2.5% 0.1% 82.8% 2.1% 0.1% 6.1% Ingersoll-Rand plc 93.2% 5.6% 1.3% 75.0% 4.5% 1.0% 6.7% Intel Corporation 94.4% 5.1% 0.5% 65.3% 3.5% 0.4% 18.0% Intercontinental Exchange Inc. 96.7% 3.2% 0.1% 81.6% 2.7% 0.1% 5.0% International Business Machines Corporation 53.6% 45.2% 1.1% 34.9% 29.5% 0.7% 17.6% International Flavors & Fragrances Inc. 94.0% 4.7% 1.3% 70.1% 3.5% 0.9% 4.5% International Paper Company 95.4% 4.1% 0.5% 74.7% 3.2% 0.4% 12.6% Interpublic Group of Companies Inc. (The) 95.9% 3.9% 0.2% 81.7% 3.3% 0.2% 3.8% Intuit Inc. 84.1% 15.8% 0.2% 70.0% 13.1% 0.1% 6.6% Intuitive Surgical Inc. 95.9% 4.0% 0.1% 80.3% 3.3% 0.1% 7.7% Invesco Ltd 79.9% 20.0% 0.1% 63.5% 15.9% 0.1% 8.7% Iron Mountain Incorporated 97.2% 1.9% 0.8% 81.1% 1.6% 0.7% 7.3% J.B. Hunt Transport Services Inc. 98.3% 1.4% 0.3% 89.5% 1.3% 0.3% 5.6% J.M. Smucker Company (The) 97.4% 2.1% 0.5% 76.5% 1.7% 0.4% 12.2% Jacobs Engineering Group Inc. 96.0% 3.2% 0.8% 75.6% 2.5% 0.7% 11.2% Johnson & Johnson 93.8% 5.4% 0.8% 64.4% 3.7% 0.6% 16.6% Johnson Controls International PLC 63.3% 35.7% 0.9% 51.4% 29.0% 0.8% 6.8% JP Morgan Chase & Co 92.4% 6.8% 0.8% 71.4% 5.3% 0.6% 11.3% Juniper Networks Inc. 74.9% 25.0% 0.1% 62.6% 20.9% 0.1% 7.9% Kansas City Southern 62.0% 37.7% 0.3% 50.0% 30.4% 0.3% 8.3% Kellogg Company 97.1% 2.5% 0.3% 77.5% 2.0% 0.2% 9.4% KeyCorp 95.1% 4.5% 0.4% 75.2% 3.5% 0.3% 10.2% Kimberly-Clark Corporation 95.8% 3.3% 0.9% 67.5% 2.3% 0.6% 18.6% Kimco Realty Corporation 94.3% 5.6% 0.1% 81.0% 4.8% 0.1% 5.2% KLA-Tencor Corporation 96.1% 3.9% 0.1% 64.9% 2.6% 0.0% 11.1% Kohl's Corporation 93.0% 6.8% 0.2% 72.5% 5.3% 0.2% 10.3% Kraft Heinz Co 93.1% 6.7% 0.2% 79.5% 5.7% 0.2% 8.0% Kroger Company (The) 92.7% 6.9% 0.4% 74.4% 5.5% 0.3% 11.0% L Brands Inc. 98.6% 1.2% 0.2% 80.8% 1.0% 0.1% 6.2% L3 Technologies Inc 94.6% 4.0% 1.4% 79.5% 3.4% 1.2% 8.8% Laboratory Corporation of America Holdings 93.6% 6.2% 0.2% 75.5% 5.0% 0.2% 7.2% Lam Research Corporation 98.3% 1.5% 0.1% 80.9% 1.3% 0.1% 8.2% Leggett & Platt, Incorporated 93.0% 5.9% 1.1% 69.8% 4.4% 0.9% 13.4% Lennar Corporation 67.2% 32.6% 0.2% 60.1% 29.2% 0.2% 4.1% Leucadia National Corporation 87.3% 12.3% 0.3% 71.3% 10.1% 0.3% 10.0% Level 3 Communications Inc. 97.2% 2.3% 0.5% 78.3% 1.8% 0.4% 6.2% Lincoln National Corporation 90.9% 8.5% 0.6% 68.9% 6.4% 0.5% 11.2% LKQ Corporation 98.5% 0.8% 0.7% 79.6% 0.7% 0.6% 5.5% Lockheed Martin Corporation 93.6% 5.1% 1.3% 75.4% 4.1% 1.0% 12.2% Loews Corporation 90.3% 9.6% 0.2% 78.0% 8.3% 0.1% 4.0% Lowe's Companies Inc. 95.8% 3.0% 1.2% 72.1% 2.3% 0.9% 13.7% LyondellBasell Industries NV 95.7% 4.1% 0.2% 81.9% 3.5% 0.2% 3.3% M&T Bank Corporation 97.9% 1.5% 0.6% 83.5% 1.3% 0.5% 7.2% Macerich Company (The) 88.3% 11.5% 0.2% 81.0% 10.5% 0.2% 2.7%

44 > Georgeson | Proxy Insight Figure 19 Management Proposal – Advisory Vote on Executive Compensation, Voting Results for the S&P 500 Index – 2017

As Percentage of Votes Cast As Percentage of Shares Outstanding Company For Against Abstain For Against Abstain Non-Vote Macy's Inc 93.2% 6.3% 0.5% 70.5% 4.8% 0.4% 11.2% Marathon Oil Corporation 96.1% 3.6% 0.2% 72.5% 2.7% 0.2% 13.2% Marathon Petroleum Corporation 92.5% 7.2% 0.3% 67.9% 5.3% 0.2% 10.4% Marriott International 97.7% 1.6% 0.8% 79.8% 1.3% 0.6% 8.9% Marsh & McLennan Companies Inc. 96.4% 3.4% 0.3% 79.2% 2.8% 0.2% 6.7% Martin Marietta Materials Inc. 95.8% 3.8% 0.3% 83.5% 3.3% 0.3% 4.9% Masco Corporation 97.9% 1.9% 0.2% 77.0% 1.5% 0.2% 6.5% Mastercard Incorporated 78.4% 21.2% 0.3% 66.2% 17.9% 0.3% 5.7% MATTEL INC. 91.1% 8.2% 0.7% 73.1% 6.5% 0.6% 10.0% McCormick & Company, Incorporated 84.8% 2.4% 12.8% 63.6% 1.8% 9.6% 12.0% McDonald's Corporation 94.7% 4.5% 0.7% 65.1% 3.1% 0.5% 15.8% McKesson Corporation 80.3% 19.0% 0.7% 70.1% 16.6% 0.6% 8.5% Medtronic PLC 95.0% 4.8% 0.2% 76.4% 3.9% 0.1% 7.5% Merck & Company Inc. 94.9% 4.6% 0.5% 69.2% 3.3% 0.4% 14.0% MetLife Inc. 85.9% 13.9% 0.2% 72.0% 11.6% 0.2% 6.7% Mettler-Toledo International Inc. 94.8% 5.0% 0.2% 82.5% 4.3% 0.1% 4.1% MGM Resorts International 87.9% 11.9% 0.1% 76.0% 10.3% 0.1% 6.0% Michael Kors Holdings Limited 88.0% 11.1% 1.0% 73.2% 9.2% 0.8% 7.3% Microchip Technology Inc. 84.4% 14.4% 1.2% 68.7% 11.7% 1.0% 11.4% Micron Technology Inc. 96.1% 2.8% 1.1% 67.5% 1.9% 0.8% 14.0% Microsoft Corporation 95.7% 3.9% 0.4% 69.0% 2.8% 0.3% 16.6% Mid-America Apartment Communities Inc. 94.6% 5.1% 0.2% 81.0% 4.4% 0.2% 7.1% Mohawk Industries Inc. 91.5% 8.4% 0.1% 76.6% 7.0% 0.1% 4.5% Molson Coors Brewing Company 97.7% 2.1% 0.1% 79.5% 1.7% 0.1% 0.0% Mondelez International Inc. 84.8% 14.7% 0.4% 58.9% 10.2% 0.3% 12.4% Monsanto Company 95.2% 4.5% 0.3% 70.7% 3.3% 0.2% 7.6% Monster Beverage Corporation 84.9% 15.0% 0.1% 75.6% 13.3% 0.1% 3.2% Moody's Corporation 94.4% 3.1% 2.5% 79.7% 2.6% 2.1% 5.8% Morgan Stanley 90.2% 9.6% 0.3% 76.8% 8.1% 0.2% 6.7% Mosaic Company (The) 95.8% 4.1% 0.1% 71.6% 3.1% 0.1% 10.3% Motorola Solutions Inc. 95.6% 4.2% 0.2% 75.3% 3.3% 0.1% 10.1% Mylan NV 16.4% 82.9% 0.6% 12.0% 60.4% 0.5% 6.4% Nasdaq Inc 98.3% 1.6% 0.1% 59.5% 1.0% 0.0% 5.0% National Oilwell Varco Inc. 96.8% 2.9% 0.3% 76.8% 2.3% 0.2% 7.8% Navient Corp 97.1% 2.8% 0.1% 84.2% 2.4% 0.1% 4.8% NetApp Inc. 98.1% 1.7% 0.2% 81.7% 1.4% 0.2% 10.9% Netflix Inc. 95.5% 4.2% 0.3% 70.6% 3.1% 0.2% 15.9% Newell Brands Inc. 85.4% 14.3% 0.3% 72.6% 12.2% 0.2% 6.2% Newfield Exploration Company 96.6% 3.4% 0.0% 81.7% 2.8% 0.0% 3.5% Newmont Mining Corporation 67.1% 32.7% 0.2% 48.6% 23.7% 0.2% 7.4% News Corp. 89.6% 9.8% 0.6% 77.5% 8.5% 0.5% 2.3% Nextera Energy, Inc. 95.2% 4.1% 0.8% 74.8% 3.2% 0.6% 11.9% Nielsen Holdings N.V. 95.0% 2.2% 2.9% 84.0% 1.9% 2.5% 1.6% Nike Inc. 85.5% 14.1% 0.5% 68.6% 11.3% 0.4% 8.8% NiSource, Inc 96.2% 3.1% 0.7% 75.6% 2.4% 0.5% 7.7% Noble Energy Inc. 97.5% 2.4% 0.1% 86.4% 2.1% 0.1% 3.3% Nordstrom Inc. 92.2% 7.4% 0.4% 68.0% 5.4% 0.3% 12.6% Norfolk Southern Corporation 95.7% 3.6% 0.6% 68.3% 2.6% 0.5% 15.5% Northern Trust Corporation 97.6% 2.1% 0.4% 84.8% 1.8% 0.3% 5.9% Northrop Grumman Corporation 95.3% 3.8% 0.9% 75.1% 3.0% 0.7% 11.1% Norwegian Cruise Line Holdings Ltd. 97.8% 1.9% 0.3% 88.8% 1.7% 0.3% 2.0% NRG Energy Inc. 94.9% 5.0% 0.1% 77.3% 4.1% 0.1% 6.1% Nucor Corporation 95.6% 3.8% 0.6% 75.8% 3.0% 0.5% 10.5% NVIDIA Corporation 97.8% 2.1% 0.1% 64.7% 1.4% 0.1% 13.6% Occidental Petroleum Corporation 82.7% 16.8% 0.5% 64.8% 13.1% 0.4% 10.1% Omnicom Group Inc. 93.0% 6.8% 0.2% 77.8% 5.7% 0.2% 6.4% ONEOK Inc. 95.5% 3.5% 1.0% 70.6% 2.6% 0.8% 15.1%

2017 Annual Corporate Governance Review > 45 Figure 19 Management Proposal – Advisory Vote on Executive Compensation, Voting Results for the S&P 500 Index – 2017

As Percentage of Votes Cast As Percentage of Shares Outstanding Company For Against Abstain For Against Abstain Non-Vote Oracle Corporation 45.1% 54.6% 0.2% 37.6% 45.5% 0.2% 9.1% O'Reilly Automotive Inc. 98.0% 1.9% 0.2% 80.7% 1.5% 0.1% 9.0% PACCAR Inc. 94.8% 5.0% 0.2% 81.8% 4.3% 0.2% 0.0% Packaging Corporation of America 93.6% 5.4% 1.0% 81.1% 4.7% 0.9% 4.9% Parker-Hannifin Corporation 92.7% 6.4% 1.0% 76.0% 5.2% 0.8% 6.5% Patterson Companies Inc. 96.8% 3.0% 0.3% 81.7% 2.5% 0.2% 10.7% Paychex Inc. 96.5% 3.1% 0.4% 73.1% 2.3% 0.3% 15.4% PayPal Holdings Inc 96.1% 3.7% 0.2% 76.4% 2.9% 0.1% 8.0% Pentair PLC 75.6% 23.6% 0.9% 61.8% 19.3% 0.7% 6.2% People's United Financial Inc. 95.5% 3.6% 0.9% 67.5% 2.5% 0.6% 15.7% Pepsico Inc. 93.2% 5.9% 0.9% 66.9% 4.2% 0.7% 16.0% PerkinElmer Inc. 93.6% 6.2% 0.2% 82.7% 5.5% 0.2% 5.1% Pfizer Inc. 92.9% 6.3% 0.7% 66.2% 4.5% 0.5% 15.5% PG&E Corp 95.5% 4.2% 0.3% 48.1% 2.1% 0.1% 5.8% Philip Morris International Inc 95.9% 3.5% 0.5% 71.0% 2.6% 0.4% 15.2% Phillips 66 93.9% 5.5% 0.6% 68.6% 4.1% 0.4% 16.5% Pinnacle West Capital Corporation 70.3% 29.4% 0.4% 54.3% 22.7% 0.3% 8.5% Pioneer Natural Resources Company 89.3% 9.7% 1.0% 73.4% 8.0% 0.8% 5.1% PNC Financial Services Group Inc. (The) 96.9% 2.1% 1.0% 78.6% 1.7% 0.8% 8.0% PPG Industries Inc. 94.1% 5.1% 0.9% 67.3% 3.6% 0.6% 11.7% PPL Corporation 93.3% 5.7% 1.0% 69.0% 4.2% 0.7% 14.2% Praxair Inc. 79.0% 20.7% 0.3% 66.1% 17.3% 0.2% 6.2% Priceline Group Inc 95.3% 4.6% 0.2% 82.1% 3.9% 0.2% 4.6% Principal Financial Group Inc 96.0% 3.4% 0.7% 64.3% 2.3% 0.4% 6.9% Procter & Gamble Company (The) 93.4% 5.5% 1.0% 64.5% 3.8% 0.7% 18.7% Progressive Corporation (The) 97.6% 2.2% 0.2% 77.3% 1.7% 0.2% 6.8% ProLogis Inc. 93.4% 6.3% 0.3% 80.9% 5.5% 0.3% 2.8% Prudential Financial Inc. 92.7% 6.6% 0.7% 61.9% 4.4% 0.5% 8.0% Public Service Enterprise Group Incorporated 88.8% 10.4% 0.8% 52.8% 6.2% 0.5% 11.0% Public Storage 94.0% 5.5% 0.5% 82.0% 4.8% 0.5% 4.3% PulteGroup Inc. 94.2% 5.1% 0.7% 75.7% 4.1% 0.6% 9.8% PVH Corp. 94.3% 5.7% 0.1% 74.4% 4.5% 0.1% 4.4% Qorvo Inc 98.1% 1.7% 0.2% 79.0% 1.3% 0.2% 12.1% QUALCOMM Incorporated 92.8% 6.3% 0.9% 69.6% 4.7% 0.7% 14.7% Quanta Services Inc. 92.9% 6.9% 0.3% 70.8% 5.2% 0.2% 9.1% Quest Diagnostics Incorporated 91.7% 7.9% 0.4% 74.6% 6.4% 0.3% 7.3% Quintiles IMS Holdings, Inc. 83.9% 11.3% 4.7% 74.4% 10.0% 4.2% 2.1% Ralph Lauren Corporation 92.5% 7.3% 0.2% 88.3% 6.9% 0.2% 0.8% Range Resources Corporation 68.8% 31.2% 0.1% 55.0% 24.9% 0.1% 8.4% Raymond James Financial Inc. 96.3% 3.3% 0.4% 78.6% 2.7% 0.3% 11.8% Raytheon Company 95.0% 4.1% 0.9% 71.5% 3.1% 0.7% 12.2% Realty Income Corporation 93.5% 5.6% 0.9% 58.1% 3.5% 0.6% 28.0% Red Hat Inc. 97.5% 1.7% 0.8% 83.9% 1.5% 0.6% 5.5% Regency Centers Corporation 98.6% 1.2% 0.1% 75.7% 0.9% 0.1% 9.8% Regeneron Pharmaceuticals Inc. 67.1% 32.8% 0.1% 60.6% 29.7% 0.1% 4.8% Regions Financial Corporation 96.1% 3.5% 0.4% 70.4% 2.6% 0.3% 13.0% Republic Services Inc. 97.8% 2.0% 0.2% 85.9% 1.8% 0.2% 4.2% ResMed Inc. 78.1% 16.3% 5.6% 56.0% 11.7% 4.0% 4.8% Robert Half International Inc. 93.4% 6.1% 0.4% 77.7% 5.1% 0.4% 6.6% Rockwell Automation Inc. 90.4% 5.8% 3.8% 65.7% 4.2% 2.8% 11.7% Rockwell Collins Inc. 95.7% 3.2% 1.1% 72.4% 2.4% 0.8% 11.7% Roper Technologies Inc 95.0% 3.6% 1.4% 82.3% 3.1% 1.2% 3.2% Ross Stores Inc. 94.2% 4.3% 1.5% 80.9% 3.7% 1.3% 5.8% Royal Caribbean Cruises Ltd. 97.7% 1.8% 0.5% 69.4% 1.3% 0.3% 4.4% S&P Global Inc 97.0% 2.4% 0.6% 78.4% 1.9% 0.5% 7.2% Salesforce.com Inc 96.2% 3.1% 0.7% 80.0% 2.6% 0.6% 7.5% SBA Communications Corporation 85.2% 14.7% 0.1% 75.4% 13.0% 0.0% 2.8%

46 > Georgeson | Proxy Insight Figure 19 Management Proposal – Advisory Vote on Executive Compensation, Voting Results for the S&P 500 Index – 2017

As Percentage of Votes Cast As Percentage of Shares Outstanding Company For Against Abstain For Against Abstain Non-Vote Scana Corporation 92.7% 6.1% 1.2% 62.8% 4.1% 0.8% 18.3% Schlumberger Limited 95.7% 4.0% 0.3% 74.3% 3.1% 0.2% 7.8% Scripps Networks Interactive, Inc 100.0% 0.0% 0.0% 97.6% 0.0% 0.0% 0.0% Seagate Technology. 94.6% 4.8% 0.6% 67.8% 3.4% 0.5% 15.0% Sealed Air Corporation 96.3% 3.0% 0.7% 79.4% 2.5% 0.6% 6.0% Sempra Energy 97.5% 2.1% 0.4% 78.5% 1.7% 0.3% 9.2% Sherwin-Williams Company (The) 95.0% 3.8% 1.1% 79.0% 3.2% 0.9% 8.2% Signet Jewelers Limited 97.7% 1.9% 0.4% 91.5% 1.7% 0.4% 3.5% Simon Property Group Inc. 88.1% 11.7% 0.2% 77.6% 10.3% 0.2% 3.5% Skyworks Solutions Inc. 95.0% 4.6% 0.4% 70.2% 3.4% 0.3% 14.1% SL Green Realty Corporation 42.7% 57.1% 0.3% 38.0% 50.8% 0.2% 1.3% Smith (A.O.) Corporation 99.1% 0.8% 0.1% 90.4% 0.7% 0.1% 2.4% Snap-On Incorporated 95.9% 3.6% 0.5% 76.1% 2.9% 0.4% 7.4% Southern Company (The) 60.4% 38.4% 1.2% 38.6% 24.5% 0.8% 23.0% Southwest Airlines Company 94.7% 4.9% 0.4% 76.2% 3.9% 0.3% 12.3% Stanley Black & Decker Inc. 92.3% 7.1% 0.5% 73.5% 5.7% 0.4% 6.9% Staples Inc. 95.4% 4.5% 0.2% 72.6% 3.4% 0.1% 10.2% Starbucks Corporation 97.1% 2.6% 0.3% 67.4% 1.8% 0.2% 17.8% State Street Corporation 96.3% 3.5% 0.2% 83.0% 3.0% 0.2% 6.0% Stericycle Inc. 91.9% 7.0% 1.1% 76.3% 5.8% 0.9% 6.6% Stryker Corporation 96.6% 3.0% 0.3% 79.4% 2.5% 0.3% 9.4% SunTrust Banks Inc. 98.1% 1.6% 0.3% 76.9% 1.2% 0.3% 9.0% Symantec Corporation 96.8% 3.0% 0.2% 77.4% 2.4% 0.2% 7.5% Synchrony Financial 96.6% 3.2% 0.3% 81.3% 2.7% 0.2% 4.9% Synopsys Inc. 93.5% 6.3% 0.1% 78.0% 5.3% 0.1% 6.5% Sysco Corporation 94.2% 5.4% 0.5% 69.9% 4.0% 0.3% 13.9% T. Rowe Price Group Inc. 94.8% 4.4% 0.9% 69.0% 3.2% 0.6% 14.3% Target Corporation 93.2% 6.1% 0.7% 70.1% 4.6% 0.5% 14.2% TE Connectivity Ltd. 94.7% 5.2% 0.1% 80.5% 4.4% 0.1% 4.5% Texas Instruments Incorporated 94.4% 5.3% 0.3% 77.3% 4.3% 0.3% 8.2% Textron Inc. 94.0% 5.5% 0.5% 82.5% 4.8% 0.5% 6.3% The Charles Schwab Corporation 96.7% 3.0% 0.4% 84.8% 2.6% 0.3% 6.1% The Dow Chemical Company 87.0% 12.0% 1.0% 62.2% 8.5% 0.7% 12.9% The Goodyear Tire & Rubber Company 96.0% 3.8% 0.2% 77.0% 3.1% 0.2% 8.6% The Travelers Companies Inc. 92.9% 6.4% 0.8% 71.2% 4.9% 0.6% 11.9% Thermo Fisher Scientific Inc 83.0% 16.8% 0.2% 69.4% 14.0% 0.2% 5.9% Tiffany & Co. 97.2% 2.7% 0.1% 80.7% 2.2% 0.1% 6.9% Time Warner Inc. 91.8% 7.4% 0.8% 70.8% 5.7% 0.6% 10.3% TJX Companies Inc. (The) 57.9% 41.8% 0.4% 46.9% 33.9% 0.3% 5.9% Torchmark Corporation 96.2% 3.4% 0.4% 74.7% 2.6% 0.3% 10.6% Total System Services Inc. 93.6% 6.0% 0.4% 67.9% 4.3% 0.3% 13.5% Tractor Supply Company 96.2% 3.3% 0.5% 73.9% 2.5% 0.4% 10.3% Transdigm Group Incorporated 95.2% 4.3% 0.5% 85.6% 3.9% 0.4% 3.3% Twenty-First Century Fox Inc Class B 68.8% 31.1% 0.0% 60.9% 27.5% 0.0% 3.1% Tyson Foods Inc. 97.9% 2.1% 0.0% 92.2% 1.9% 0.0% 2.0% U.S. Bancorp 74.7% 24.5% 0.8% 56.9% 18.7% 0.6% 12.5% UDR Inc 84.6% 15.3% 0.1% 74.1% 13.4% 0.1% 3.9% Ulta Beauty Inc 94.9% 4.9% 0.1% 79.7% 4.1% 0.1% 7.1% Under Armour Inc. 97.8% 2.1% 0.1% 76.2% 1.6% 0.1% 14.7% Union Pacific Corporation 67.3% 32.1% 0.5% 52.0% 24.8% 0.4% 10.8% United Continental Holdings Inc. 95.6% 4.1% 0.4% 77.9% 3.3% 0.3% 6.7% United Parcel Service Inc. 88.0% 8.2% 3.8% 59.9% 5.6% 2.6% 4.7% United Rentals Inc. 93.9% 5.7% 0.4% 72.8% 4.4% 0.3% 7.6% United Technologies Corporation 96.1% 3.4% 0.5% 74.9% 2.6% 0.4% 11.6% UnitedHealth Group Incorporated 96.0% 3.4% 0.6% 79.9% 2.8% 0.5% 7.3% Universal Health Services, Inc. 96.3% 3.7% 0.0% 65.8% 2.6% 0.0% 0.4% Unum Group 96.0% 3.7% 0.3% 80.8% 3.2% 0.2% 3.8%

2017 Annual Corporate Governance Review > 47 Figure 19 Management Proposal – Advisory Vote on Executive Compensation, Voting Results for the S&P 500 Index – 2017

As Percentage of Votes Cast As Percentage of Shares Outstanding Company For Against Abstain For Against Abstain Non-Vote V.F. Corporation 91.4% 6.4% 2.2% 72.9% 5.1% 1.7% 12.8% Valero Energy Corporation 92.8% 6.7% 0.5% 68.3% 4.9% 0.4% 12.5% Varian Medical Systems Inc. 90.2% 5.3% 4.5% 71.6% 4.2% 3.6% 7.8% Ventas Inc. 95.1% 4.7% 0.2% 78.6% 3.9% 0.2% 10.0% VeriSign Inc. 99.2% 0.8% 0.0% 85.0% 0.6% 0.0% 6.4% Verisk Analytics Inc. 69.4% 30.5% 0.1% 61.4% 27.1% 0.1% 3.2% Verizon Communications Inc. 92.7% 6.4% 0.9% 62.6% 4.3% 0.6% 18.6% Vertex Pharmaceuticals Incorporated 83.3% 16.5% 0.3% 73.0% 14.4% 0.2% 2.9% Viacom Inc 95.8% 4.2% 0.0% 90.2% 3.9% 0.0% 4.2% Visa Inc. 96.2% 2.8% 1.1% 74.1% 2.1% 0.8% 9.0% Vornado Realty Trust 96.9% 3.0% 0.1% 87.2% 2.7% 0.1% 3.5% Vulcan Materials Company 96.9% 2.9% 0.2% 80.0% 2.4% 0.2% 6.8% W.W. Grainger Inc. 97.1% 1.9% 1.0% 72.5% 1.4% 0.8% 7.0% Walgreens Boots Alliance Inc 94.9% 4.5% 0.6% 73.2% 3.5% 0.5% 12.4% Wal-Mart Stores Inc. 83.1% 16.7% 0.2% 71.1% 14.3% 0.1% 7.7% Walt Disney Company (The) 83.6% 15.9% 0.5% 56.9% 10.8% 0.4% 17.1% Waste Management Inc. 96.2% 3.5% 0.3% 71.9% 2.6% 0.2% 13.9% Waters Corporation 86.3% 13.6% 0.1% 73.3% 11.6% 0.1% 3.4% WEC Energy Group, Inc. 93.8% 5.0% 1.2% 69.0% 3.7% 0.9% 13.4% Wells Fargo & Company 96.0% 3.1% 0.9% 77.5% 2.5% 0.7% 9.7% Welltower Inc 96.2% 3.5% 0.3% 75.9% 2.8% 0.3% 12.4% Western Digital Corporation 93.1% 5.3% 1.6% 72.5% 4.1% 1.3% 10.7% Western Union Company (The) 94.7% 4.7% 0.6% 80.8% 4.0% 0.5% 5.0% WestRock Co 97.3% 2.2% 0.5% 80.5% 1.8% 0.4% 6.8% Weyerhaeuser Company 96.7% 2.7% 0.6% 73.1% 2.1% 0.4% 13.9% Whirlpool Corporation 94.8% 4.6% 0.5% 76.8% 3.8% 0.4% 9.1% Whole Foods Market Inc. 83.5% 16.1% 0.3% 58.5% 11.3% 0.2% 17.0% Williams Companies Inc. (The) 88.9% 6.2% 4.9% 71.7% 5.0% 3.9% 11.3% Williams Companies Inc. (The) 96.9% 2.9% 0.2% 77.1% 2.3% 0.2% 9.7% Willis Towers Watson PLC 85.6% 14.4% 0.1% 72.9% 12.3% 0.1% 3.7% Wyndham Worldwide Corp 80.7% 18.9% 0.4% 67.6% 15.8% 0.3% 6.6% Wynn Resorts, Limited 58.6% 41.3% 0.1% 46.9% 33.0% 0.1% 9.5% Xcel Energy Inc. 95.2% 4.0% 0.8% 70.3% 2.9% 0.6% 12.8% Xerox Corporation 93.3% 6.4% 0.3% 67.5% 4.7% 0.2% 12.8% Xilinx Inc. 92.7% 7.2% 0.1% 74.9% 5.8% 0.1% 6.7% XL Group Ltd 68.2% 31.6% 0.1% 60.4% 28.0% 0.1% 2.7% Xylem Inc. 93.3% 5.5% 1.2% 74.1% 4.3% 1.0% 7.0% Yum! Brands Inc. 89.8% 9.8% 0.4% 62.8% 6.9% 0.3% 14.0% Zimmer Biomet Holdings Inc 91.9% 7.2% 1.0% 71.8% 5.6% 0.7% 7.6% Zions Bancorporation 93.2% 5.9% 0.9% 73.7% 4.6% 0.7% 7.0% Zoetis Inc. 97.5% 2.4% 0.1% 83.2% 2.0% 0.1% 3.5%

48 > Georgeson | Proxy Insight [email protected] www.georgeson.com