Voting summary
June 2021
Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Aptose Biosciences Inc.
Meeting Date: 06/01/2021 Country: Canada Meeting Type: Annual/Special Ticker: APS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Carol G. Ashe For For
1.2 Elect Director Denis Burger For For
1.3 Elect Director Caroline M. Loewy For For
1.4 Elect Director Erich Platzer For For
1.5 Elect Director William G. Rice For For
1.6 Elect Director Mark D. Vincent For For
1.7 Elect Director Warren Whitehead For For
2 Ratify KPMG LLP as Auditors For For
3 Approve Omnibus Stock Plan For For
4 Approve Qualified Employee Stock Purchase For For Plan
5 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted due to a pay-for-performance misalignment. The company does not disclose target opportunities and the specific goals and actual results that annual incentives were based on, making it difficult to ascertain the link between pay and performance. Moreover, the company granted an outsized stock option grant to the CEO and significant option grants to the NEOs, half of which already vested after one year. These option grants resulted in their respective total compensation significantly exceeding the median CEO pay at companies of similar size and industry.
6 Advisory Vote on Say on Pay Frequency One Year One Year
Arista Networks, Inc.
Meeting Date: 06/01/2021 Country: USA Meeting Type: Annual Ticker: ANET
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kelly Battles For For
1.2 Elect Director Andreas Bechtolsheim For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Andreas Bechtolsheim and Jayshree Ullal given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impact shareholder rights. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Arista Networks, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.3 Elect Director Jayshree Ullal For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Andreas Bechtolsheim and Jayshree Ullal given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impact shareholder rights.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For
Cognizant Technology Solutions Corporation
Meeting Date: 06/01/2021 Country: USA Meeting Type: Annual Ticker: CTSH
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Zein Abdalla For For
1b Elect Director Vinita Bali For For
1c Elect Director Maureen Breakiron-Evans For For
1d Elect Director Archana Deskus For For
1e Elect Director John M. Dineen For For
1f Elect Director Brian Humphries For For
1g Elect Director Leo S. Mackay, Jr. For For
1h Elect Director Michael Patsalos-Fox For Against
Blended Rationale: Significant risks to shareholders stemming from moderate to severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against, manage and mitigate material environmental, social and governance risks. In addition, the company does not have any public reports or information on its website about its sustainability strategy or communications regarding its environmental and social performance.- Votes AGAINST board chair Michael Patsalos-Fox are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.
1i Elect Director Joseph M. Velli For For
1j Elect Director Sandra S. Wijnberg For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Auditors
4 Provide Right to Act by Written Consent Against Against Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Deutsche Wohnen SE
Meeting Date: 06/01/2021 Country: Germany Meeting Type: Annual Ticker: DWNI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal Year 2020 (Non-Voting)
2 Approve Allocation of Income and Dividends For For of EUR 1.03 per Share
3.1 Approve Discharge of Management Board For For Member Michael Zahn for Fiscal Year 2020
3.2 Approve Discharge of Management Board For For Member Philip Grosse for Fiscal Year 2020
3.3 Approve Discharge of Management Board For For Member Henrik Thomsen for Fiscal Year 2020
3.4 Approve Discharge of Management Board For For Member Lars Urbansky for Fiscal Year 2020
4.1 Approve Discharge of Supervisory Board For For Member Matthias Huenlein for Fiscal Year 2020
4.2 Approve Discharge of Supervisory Board For For Member Juergen Fenk (from June 5, 2020) for Fiscal Year 2020
4.3 Approve Discharge of Supervisory Board For For Member Arwed Fischer for Fiscal Year 2020
4.4 Approve Discharge of Supervisory Board For For Member Kerstin Guenther (from June 5, 2020) for Fiscal Year 2020
4.5 Approve Discharge of Supervisory Board For For Member Tina Kleingarn for Fiscal Year 2020
4.6 Approve Discharge of Supervisory Board For For Member Andreas Kretschmer (until June 5, 2020) for Fiscal Year 2020
4.7 Approve Discharge of Supervisory Board For For Member Florian Stetter for Fiscal Year 2020
5 Ratify KPMG AG as Auditors for Fiscal Year For For 2021
6 Elect Florian Stetter to the Supervisory Board For For
7 Approve Remuneration Policy For For
8 Approve Remuneration of Supervisory Board For For
9 Amend Articles Re: Participation of For For Supervisory Board Members in the Annual General Meeting by Means of Audio and Video Transmission Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Deutsche Wohnen SE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
10 Authorize Share Repurchase Program and For For Reissuance or Cancellation of Repurchased Shares (item withdrawn)
11 Authorize Use of Financial Derivatives when For For Repurchasing Shares (item withdrawn)
Henderson Land Development Company Limited
Meeting Date: 06/01/2021 Country: Hong Kong Meeting Type: Annual Ticker: 12
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3.1 Elect Lam Ko Yin, Colin as Director For For
3.2 Elect Lee Shau Kee as Director For For
3.3 Elect Yip Ying Chee, John as Director For For
3.4 Elect Fung Hau Chung, Andrew as Director For For
3.5 Elect Ko Ping Keung as Director For For
3.6 Elect Woo Ka Biu, Jackson as Director For For
3.7 Elect Poon Chung Kwong as Director For For
4 Approve KPMG as Auditor and Authorize For For Board to Fix Their Remuneration
5A Authorize Repurchase of Issued Share Capital For For
5B Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
5C Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
6 Adopt New Articles of Association For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Rosneft Oil Co.
Meeting Date: 06/01/2021 Country: Russia Meeting Type: Annual Ticker: ROSN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Annual Report For For
2 Approve Financial Statements For For
3 Approve Allocation of Income For For
4 Approve Dividends of RUB 6.94 per Share For For
5 Approve Remuneration of Directors For Against
Blended Rationale: A vote AGAINST this item is warranted because the proposed non-executive directors' remuneration is excessive in comparison to market practices at Rosneft's international and local peers.
6 Approve Remuneration of Members of Audit For For Commission
Elect 11 Directors by Cumulative Voting
7.1 Elect Faisal Alsuwaidi as Director None Against
Blended Rationale: Significant risks to shareholders stemming from severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against and manage material environmental, social and governance risks.Votes AGAINST board chair Gerhard Schroeder are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.
7.2 Elect Hamad Rashid Al Mohannadi as Director None Against
Blended Rationale: Significant risks to shareholders stemming from severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against and manage material environmental, social and governance risks.Votes AGAINST board chair Gerhard Schroeder are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.
7.3 Elect Matthias Warnig as Director None Against
Blended Rationale: Significant risks to shareholders stemming from severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against and manage material environmental, social and governance risks.Votes AGAINST board chair Gerhard Schroeder are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.
7.4 Elect Robert Dudley as Director None Against
Blended Rationale: Significant risks to shareholders stemming from severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against and manage material environmental, social and governance risks.Votes AGAINST board chair Gerhard Schroeder are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.
7.5 Elect Karin Kneissl as Director None For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Rosneft Oil Co.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7.6 Elect Bernard Looney as Director None Against
Blended Rationale: Significant risks to shareholders stemming from severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against and manage material environmental, social and governance risks.Votes AGAINST board chair Gerhard Schroeder are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.
7.7 Elect Aleksandr Novak as Director None Against
Blended Rationale: Significant risks to shareholders stemming from severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against and manage material environmental, social and governance risks.Votes AGAINST board chair Gerhard Schroeder are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.
7.8 Elect Maksim Oreshkin as Director None Against
Blended Rationale: Significant risks to shareholders stemming from severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against and manage material environmental, social and governance risks.Votes AGAINST board chair Gerhard Schroeder are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.
7.9 Elect Hans-Joerg Rudloff as Director None For
7.10 Elect Igor Sechin as Director None Against
Blended Rationale: Significant risks to shareholders stemming from severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against and manage material environmental, social and governance risks.Votes AGAINST board chair Gerhard Schroeder are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.
7.11 Elect Gerhard Schroeder as Director None Against
Blended Rationale: Significant risks to shareholders stemming from severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against and manage material environmental, social and governance risks. Votes AGAINST board chair Gerhard Schroeder are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.
Elect Five Members of Audit Commission
8.1 Elect Olga Andrianova as Member of Audit For For Commission
8.2 Elect Pavel Buchnev as Member of Audit For For Commission
8.3 Elect Aleksei Kulagin as Member of Audit For For Commission
8.4 Elect Sergei Poma as Member of Audit For For Commission
8.5 Elect Zakhar Sabantsev as Member of Audit For For Commission Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Rosneft Oil Co.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Ratify Ernst and Young as Auditor For Against
Blended Rationale: A vote AGAINST the ratification of Ernst & Young Associates LLP as the company's audit firm is warranted given that the audit fees actually paid to the auditor are not disclosed. As such, it cannot be determined if the non-audit fees are excessive.
Rosneft Oil Co.
Meeting Date: 06/01/2021 Country: Russia Meeting Type: Annual Ticker: ROSN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for GDR Holders
1 Approve Annual Report For For
2 Approve Financial Statements For For
3 Approve Allocation of Income For For
4 Approve Dividends of RUB 6.94 per Share For For
5 Approve Remuneration of Directors For Against
Blended Rationale: A vote AGAINST this item is warranted because the proposed non-executive directors' remuneration is excessive in comparison to market practices at Rosneft's international and local peers.
6 Approve Remuneration of Members of Audit For For Commission
7 Elect Directors
Elect Five Members of Audit Commission
8.1 Elect Olga Andrianova as Member of Audit For For Commission
8.2 Elect Pavel Buchnev as Member of Audit For For Commission
8.3 Elect Aleksei Kulagin as Member of Audit For For Commission
8.4 Elect Sergei Poma as Member of Audit For For Commission
8.5 Elect Zakhar Sabantsev as Member of Audit For For Commission
9 Ratify Ernst and Young as Auditor For Against
Blended Rationale: A vote AGAINST the ratification of Ernst & Young Associates LLP as the company's audit firm is warranted given that the audit fees actually paid to the auditor are not disclosed. As such, it cannot be determined if the non-audit fees are excessive. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Saudi Telecom Co.
Meeting Date: 06/01/2021 Country: Saudi Arabia Meeting Type: Ordinary Shareholders Ticker: 7010
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Ordinary Business
1 Elect Members of Audit Committee, Approve For For its Charter and Remuneration of Its Members
2 Amend Audit Committee Charter For For
SMA Solar Technology AG
Meeting Date: 06/01/2021 Country: Germany Meeting Type: Annual Ticker: S92
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal Year 2020 (Non-Voting)
2 Approve Allocation of Income and Dividends For For of EUR 0.30 per Share
3.1 Approve Discharge of Management Board For For Member Ulrich Hadding for Fiscal Year 2020
3.2 Approve Discharge of Management Board For For Member Juergen Reinert for Fiscal Year 2020
4.1 Approve Discharge of Supervisory Board For For Member Roland Bent for Fiscal Year 2020
4.2 Approve Discharge of Supervisory Board For For Member Martin Breul for Fiscal Year 2020
4.3 Approve Discharge of Supervisory Board For For Member Oliver Dietzel for Fiscal Year 2020
4.4 Approve Discharge of Supervisory Board For For Member Peter Drews for Fiscal Year 2020
4.5 Approve Discharge of Supervisory Board For For Member Erik Ehrentraut for Fiscal Year 2020
4.6 Approve Discharge of Supervisory Board For For Member Kim Fausing for Fiscal Year 2020
4.7 Approve Discharge of Supervisory Board For For Member Johannes Haede for Fiscal Year 2020
4.8 Approve Discharge of Supervisory Board For For Member Heike Haigis for Fiscal Year 2020 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SMA Solar Technology AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4.9 Approve Discharge of Supervisory Board For For Member Alexa Hergenroether for Fiscal Year 2020
4.10 Approve Discharge of Supervisory Board For For Member Uwe Kleinkauf for Fiscal Year 2020
4.11 Approve Discharge of Supervisory Board For For Member Ilonka Nussbaumer for Fiscal Year 2020
4.12 Approve Discharge of Supervisory Board For For Member Yvonne Siebert for Fiscal Year 2020
4.13 Approve Discharge of Supervisory Board For For Member Romy Siegert for Fiscal Year 2020
4.14 Approve Discharge of Supervisory Board For For Member Jan-Henrik Supady for Fiscal Year 2020
4.15 Approve Discharge of Supervisory Board For For Member Matthias Victor for Fiscal Year 2020
4.16 Approve Discharge of Supervisory Board For For Member Hans-Dieter Werner for Fiscal Year 2020
5 Ratify Deloitte GmbH as Auditors for Fiscal For For Year 2021
6 Approve Remuneration Policy For Against
Blended Rationale: A vote AGAINST this item is warranted because:- The policy contains scope for discretion which is significantly above market standards and allows for special bonus payments.- While performance criteria are disclosed, the actual performance metrics/targets for the annual bonus and for part of the long-term bonus are not.- The policy does not implement any malus/clawback provisions that are considered market best practice.
7 Approve Remuneration of Supervisory Board For For
8 Amend Corporate Purpose For For
9 Amend Articles Re: Virtual General Meeting; For For Proof of Entitlement
10 Amend Articles Re: Deputy Chairman of the For For Supervisory Board; General Meeting Chairman
11 Authorize Share Repurchase Program and For For Reissuance or Cancellation of Repurchased Shares
SolarEdge Technologies, Inc.
Meeting Date: 06/01/2021 Country: USA Meeting Type: Annual Ticker: SEDG Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SolarEdge Technologies, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Nadav Zafrir For Against
Blended Rationale: A vote AGAINST Nadav Zafrir, Avery More, and Zyi (Zivi) Lando is warranted given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1b Elect Director Avery More For Against
Blended Rationale: A vote AGAINST Nadav Zafrir, Avery More, and Zyi (Zivi) Lando is warranted given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1c Elect Director Zivi Lando For Against
Blended Rationale: A vote AGAINST Nadav Zafrir, Avery More, and Zyi (Zivi) Lando is warranted given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
The Carlyle Group Inc.
Meeting Date: 06/01/2021 Country: USA Meeting Type: Annual Ticker: CG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Daniel A. D'Aniello For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Peter Clare and Daniel D'Aniello for failing to establish a board on which a majority of the directors are independent directors.WITHHOLD votes are further warranted for Daniel D'Aniello for serving as a non-independent member of certain key board committees.WITHHOLD votes are further warranted for governance committee member Daniel D'Aniello for the board's failure to remove, or subject to a sunset requirement, the classified board structure.
1.2 Elect Director Peter J. Clare For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Peter Clare and Daniel D'Aniello for failing to establish a board on which a majority of the directors are independent directors.
1.3 Elect Director Thomas S. Robertson For For
1.4 Elect Director William J. Shaw For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Amend Omnibus Stock Plan For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
The Carlyle Group Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. Given the company's first annual meeting, this is also the first time Sustainability Advisory Services has conducted a review of the company's pay programs. Although some concern is raised regarding the use of an annual performance period under a component of the LTI program, the majority of the FY20 LTI awards are performance-based (the vast majority for the CEO) and a portion of the CEO's performance shares are based on rigorous multi-year goals.However, significant concerns are raised regarding the annual bonus program. In particular, although certain considerations were disclosed, the NEOs' annual bonus determinations were largely discretionary. Additionally, a portion of CEO Lee's bonus payout was entirely based on annual dividends paid to shareholders for which the proxy lacks disclosure regarding the link between the dividend payment decisions and company performance. Further, the proxy also lacks disclosure regarding the details for the NEOs' carried interest compensation determinations, which makes up a large portion of one NEO's total pay. Although the company has a distinctive operating structure, investors increasingly prefer a more formula-driven annual incentive pay design, which utilizes clearly disclosed pre-set metrics, goals and pay opportunities.
5 Advisory Vote on Say on Pay Frequency One Year One Year
WH Group Limited
Meeting Date: 06/01/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 288
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2a Elect Wan Long as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Long Wan are warranted for lack of gender diversity on the board.
2b Elect Wan Hongjian as Director For For
2c Elect Ma Xiangjie as Director For For
2d Elect Dennis Pat Rick Organ as Director For For
3 Authorize Board to Fix Remuneration of For For Directors
4 Approve Ernst & Young as Auditor and For For Authorize Board to Fix Their Remuneration
5 Approve Final Dividend For For
6 Authorize Repurchase of Issued Share Capital For For
7 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
WH Group Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
ACI Worldwide, Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: ACIW
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Odilon Almeida For For
1.2 Elect Director Charles K. Bobrinskoy For For
1.3 Elect Director Janet O. Estep For For
1.4 Elect Director James C. Hale, III For For
1.5 Elect Director Mary P. Harman For For
1.6 Elect Director Didier R. Lamouche For For
1.7 Elect Director Charles E. Peters, Jr. For For
1.8 Elect Director Adalio T. Sanchez For For
1.9 Elect Director Thomas W. Warsop, III For For
1.10 Elect Director Samir M. Zabaneh For For
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Alphabet Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: GOOGL
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Larry Page For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Alphabet Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Blended Rationale: Votes AGAINST Compensation Committee members L. John (John) Doerr, Robin Washington, and K. Ram Shriram are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns.A vote AGAINST Ann Mather is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1b Elect Director Sergey Brin For For
Blended Rationale: Votes AGAINST Compensation Committee members L. John (John) Doerr, Robin Washington, and K. Ram Shriram are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns.A vote AGAINST Ann Mather is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1c Elect Director Sundar Pichai For For
Blended Rationale: Votes AGAINST Compensation Committee members L. John (John) Doerr, Robin Washington, and K. Ram Shriram are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns.A vote AGAINST Ann Mather is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1d Elect Director John L. Hennessy For For
Blended Rationale: Votes AGAINST Compensation Committee members L. John (John) Doerr, Robin Washington, and K. Ram Shriram are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns.A vote AGAINST Ann Mather is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1e Elect Director Frances H. Arnold For For
Blended Rationale: Votes AGAINST Compensation Committee members L. John (John) Doerr, Robin Washington, and K. Ram Shriram are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns.A vote AGAINST Ann Mather is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1f Elect Director L. John Doerr For Against
Blended Rationale: Votes AGAINST Compensation Committee members L. John (John) Doerr, Robin Washington, and K. Ram Shriram are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns.A vote AGAINST Ann Mather is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1g Elect Director Roger W. Ferguson, Jr. For For
Blended Rationale: Votes AGAINST Compensation Committee members L. John (John) Doerr, Robin Washington, and K. Ram Shriram are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns.A vote AGAINST Ann Mather is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1h Elect Director Ann Mather For Against
Blended Rationale: Votes AGAINST Compensation Committee members L. John (John) Doerr, Robin Washington, and K. Ram Shriram are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns.A vote AGAINST Ann Mather is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1i Elect Director Alan R. Mulally For For
Blended Rationale: Votes AGAINST Compensation Committee members L. John (John) Doerr, Robin Washington, and K. Ram Shriram are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns.A vote AGAINST Ann Mather is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Alphabet Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1j Elect Director K. Ram Shriram For Against
Blended Rationale: Votes AGAINST Compensation Committee members L. John (John) Doerr, Robin Washington, and K. Ram Shriram are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns.A vote AGAINST Ann Mather is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1k Elect Director Robin L. Washington For Against
Blended Rationale: Votes AGAINST Compensation Committee members L. John (John) Doerr, Robin Washington, and K. Ram Shriram are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns.A vote AGAINST Ann Mather is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
2 Ratify Ernst & Young LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
3 Approve Omnibus Stock Plan For Against
Blended Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors:* The plan cost is excessive* The three-year average burn rate is excessive* The disclosure of change-in-control ("CIC") vesting treatment is incomplete (or is otherwise considered discretionary)* The plan permits liberal recycling of shares* The plan allows broad discretion to accelerate vesting
4 Approve Recapitalization Plan for all Stock to Against For Have One-vote per Share
Blended Rationale: A vote FOR this proposal is warranted as it would convey to the board nonaffiliated shareholders' preference for a capital structure in which the levels of economic ownership and voting power are aligned.
5 Require Independent Director Nominee with Against For Human and/or Civil Rights Experience
Blended Rationale: A vote FOR this proposal is warranted because continued controversies call into question the extent to which the existing board provides adequate oversight on risks the company's technologies present to human and civil rights.
6 Assess Feasibility of Including Sustainability Against For as a Performance Measure for Senior Executive Compensation
Blended Rationale: A vote FOR this proposal is warranted because Alphabet's compensation program mostly lacks performance-based pay elements, and the adoption of this proposal may promote a pay program for executives that is more strongly performance-based.
7 Report on Takedown Requests Against For
Blended Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from a better understanding of the constraints the company faces when handling government takedown requests, as well as its management of related risks.
8 Report on Whistleblower Policies and Against For Practices
Blended Rationale: A vote FOR this proposal is warranted as shareholders would benefit from assessing the company's existing policies and practices on whistleblower protections. Additionally, adoption of this proposal should serve to further strengthen the company's existing whistleblower protection initiatives.
9 Report on Charitable Contributions Against Against
Blended Rationale: A vote AGAINST this proposal is warranted because the company provides sufficient information regarding its charitable contributions, and absent self-dealing or gross negligence, management should be afforded discretion in determining the company's charitable giving strategy. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Alphabet Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
10 Report on Risks Related to Anticompetitive Against For Practices
Blended Rationale: A vote FOR this proposal is warranted because shareholders would benefit from more robust disclosure of the company's processes and oversight mechanisms for managing risks related to anticompetitive practices, particularly in light of recent regulatory developments and Alphabet's involvement in related controversies.
11 Amend Certificate of Incorporation to Become Against Against a Public Benefit Corporation
Blended Rationale: A vote AGAINST this proposal is warranted, as there are many unknowns associated with the PBC structure.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Larry Page For For
1b Elect Director Sergey Brin For For
1c Elect Director Sundar Pichai For For
1d Elect Director John L. Hennessy For For
1e Elect Director Frances H. Arnold For For
1f Elect Director L. John Doerr For Against
Blended Rationale: Votes AGAINST Compensation Committee members L. John (John) Doerr, Robin Washington, and K. Ram Shriram are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns.
1g Elect Director Roger W. Ferguson, Jr. For For
1h Elect Director Ann Mather For Against
Blended Rationale: A vote AGAINST Ann Mather is warranted for serving as a director on more than five public company boards.
1i Elect Director Alan R. Mulally For For
1j Elect Director K. Ram Shriram For Against
Blended Rationale: Votes AGAINST Compensation Committee members L. John (John) Doerr, Robin Washington, and K. Ram Shriram are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns.
1k Elect Director Robin L. Washington For Against
Blended Rationale: Votes AGAINST Compensation Committee members L. John (John) Doerr, Robin Washington, and K. Ram Shriram are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns.
2 Ratify Ernst & Young LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Alphabet Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Approve Omnibus Stock Plan For Against
Blended Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors:- The plan cost is excessive- The three-year average burn rate is excessive- The disclosure of change-in-control ("CIC") vesting treatment is incomplete (or is otherwise considered discretionary)- The plan permits liberal recycling of shares- The plan allows broad discretion to accelerate vesting
4 Approve Recapitalization Plan for all Stock to Against For Have One-vote per Share
Blended Rationale: A vote FOR this proposal is warranted as it would convey to the board nonaffiliated shareholders' preference for a capital structure in which the levels of economic ownership and voting power are aligned.
5 Require Independent Director Nominee with Against For Human and/or Civil Rights Experience
Blended Rationale: A vote FOR this proposal is warranted because continued controversies call into question the extent to which the existing board provides adequate oversight on risks the company's technologies present to human and civil rights.
6 Assess Feasibility of Including Sustainability Against For as a Performance Measure for Senior Executive Compensation
Blended Rationale: A vote FOR this proposal is warranted because Alphabet's compensation program mostly lacks performance-based pay elements, and the adoption of this proposal may promote a pay program for executives that is more strongly performance-based.
7 Report on Takedown Requests Against For
Blended Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from a better understanding of the constraints the company faces when handling government takedown requests, as well as its management of related risks.
8 Report on Whistleblower Policies and Against For Practices
Blended Rationale: A vote FOR this proposal is warranted as shareholders would benefit from assessing the company's existing policies and practices on whistleblower protections. Additionally, adoption of this proposal should serve to further strengthen the company's existing whistleblower protection initiatives.
9 Report on Charitable Contributions Against Against
10 Report on Risks Related to Anticompetitive Against For Practices
Blended Rationale: A vote FOR this proposal is warranted because shareholders would benefit from more robust disclosure of the company's processes and oversight mechanisms for managing risks related to anticompetitive practices, particularly in light of recent regulatory developments and Alphabet's involvement in related controversies.
11 Amend Certificate of Incorporation to Become Against Against a Public Benefit Corporation
Altair Engineering Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: ALTR Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Altair Engineering Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Mary Boyce For Against
Blended Rationale: A vote AGAINST Mary Boyce is warranted given the board's failure to remove, or subject to a reasonable sunset requirement, the problematic capital structure, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Approve Qualified Employee Stock Purchase For For Plan
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Ratify Ernst & Young LLP as Auditors For For
1b Elect Director Jim F. Anderson For For ams AG
Meeting Date: 06/02/2021 Country: Austria Meeting Type: Annual Ticker: AMS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal Year 2020 (Non-Voting)
2 Approve Allocation of Income and Omission For For of Dividends
3 Approve Discharge of Management Board for For For Fiscal Year 2020
4 Approve Discharge of Supervisory Board for For For Fiscal Year 2020
5 Approve Remuneration of Supervisory Board For For Members
6 Ratify KPMG Austria GmbH as Auditors for For For Fiscal Year 2021
7 Approve Remuneration Policy For Abstain
Blended Rationale: Rationale: Given the noted concerns around transparency of the remuneration policy, we are abstaining on this item.
8 Approve Remuneration Report For Abstain
Blended Rationale: Rationale: Given the noted concerns around disclosure and transparency, we are abstaining on this item.
9 Approve Increase in Size of Supervisory Board For For to Eight Members Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021 ams AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
10.1 Elect Margarete Haase as Supervisory Board For For Member
Blended Rationale: Votes AGAINST the non-independent nominees, Brigitte Ederer and Margarete Haase, are warranted because of the failure to establish a sufficiently independent board.
10.2 Elect Brigitte Ederer as Supervisory Board For For Member
Blended Rationale: Votes AGAINST the non-independent nominees, Brigitte Ederer and Margarete Haase, are warranted because of the failure to establish a sufficiently independent board.
11 Change Company Name to ams-OSRAM AG. For For
12 Approve Creation of EUR 10.5 Million Capital For For Increase without Preemptive Rights
13 Authorize Share Repurchase Program and For For Reissuance or Cancellation of Repurchased Shares
14.1 New/Amended Proposals from Shareholders None Against
Blended Rationale: Votes AGAINST these items are warranted because:- These items concern additional instructions from the shareholder to the proxy in case new or amended voting items are introduced at the meeting by shareholders (Item 14.1) or the management and/or supervisory boards (Item 14.2); and- The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against these items on a precautionary basis.
14.2 New/Amended Proposals from Management None Against and Supervisory Board
Blended Rationale: Votes AGAINST these items are warranted because:- These items concern additional instructions from the shareholder to the proxy in case new or amended voting items are introduced at the meeting by shareholders (Item 14.1) or the management and/or supervisory boards (Item 14.2); and- The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against these items on a precautionary basis.
Anaplan, Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: PLAN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director David Conte For Withhold
Blended Rationale: WITHHOLD votes are warranted for all director nominees given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Suresh Vasudevan For Withhold
Blended Rationale: WITHHOLD votes are warranted for all director nominees given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Anaplan, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.3 Elect Director Yvonne Wassenaar For Withhold
Blended Rationale: WITHHOLD votes are warranted for all director nominees given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify KPMG LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Annexon, Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: ANNX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director William H. Carson For For
1.2 Elect Director Muneer A. Satter For Withhold
Blended Rationale: WITHHOLD votes are warranted for Muneer Satter given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify KPMG LLP as Auditors For For
Aon plc
Meeting Date: 06/02/2021 Country: Ireland Meeting Type: Annual Ticker: AON
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Lester B. Knight For For
1.2 Elect Director Gregory C. Case For For
1.3 Elect Director Jin-Yong Cai For For
1.4 Elect Director Jeffrey C. Campbell For For
1.5 Elect Director Fulvio Conti For For
1.6 Elect Director Cheryl A. Francis For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Aon plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.7 Elect Director J. Michael Losh For For
1.8 Elect Director Richard B. Myers For For
1.9 Elect Director Richard C. Notebaert For For
1.10 Elect Director Gloria Santona For For
1.11 Elect Director Byron O. Spruell For For
1.12 Elect Director Carolyn Y. Woo For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For
4 Ratify Ernst & Young Chartered Accountants For For as Statutory Auditor
5 Authorize Board to Fix Remuneration of For For Auditors
6 Amend Articles of Association Re: Article 190 For For
7 Authorize the Board of Directors to Capitalize For For Certain Non-distributable Reserves
8 Approve Creation of Distributable Profits by For For the Reduction and Cancellation of the Amounts Capitalized Pursuant to the Authority Given Under Proposal 7
Ballard Power Systems Inc.
Meeting Date: 06/02/2021 Country: Canada Meeting Type: Annual Ticker: BLDP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1A Elect Director Douglas P. Hayhurst For For
1B Elect Director Kui (Kevin) Jiang For For
1C Elect Director Duy-Loan Le For For
1D Elect Director Randy MacEwen For For
1E Elect Director Marty Neese For For
1F Elect Director James Roche For For
1G Elect Director Shaojun (Sherman) Sun For For
1H Elect Director Janet Woodruff For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Ballard Power Systems Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve KPMG LLP as Auditors and Authorize For For Board to Fix Their Remuneration
3 Advisory Vote on Executive Compensation For For Approach
4 Re-approve Equity-Based Compensation Plans For Against
Blended Rationale: A vote AGAINST this proposal is warranted as:- The estimated shareholder value transfer of the company's plans of 8.5 percent exceeds the allowable cap for this company of 4 percent.
Biogen Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: BIIB
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Alexander J. Denner For For
1b Elect Director Caroline D. Dorsa For For
1c Elect Director Maria C. Freire For For
1d Elect Director William A. Hawkins For For
1e Elect Director William D. Jones For For
1f Elect Director Nancy L. Leaming For For
1g Elect Director Jesus B. Mantas For For
1h Elect Director Richard C. Mulligan For For
1i Elect Director Stelios Papadopoulos For For
1j Elect Director Brian S. Posner For For
1k Elect Director Eric K. Rowinsky For For
1l Elect Director Stephen A. Sherwin For For
1m Elect Director Michel Vounatsos For For
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: While pay and performance are reasonably aligned for the year in review, the company granted departing CFO Capello excessive severance payments. A vote AGAINST this proposal is warranted.
4 Amend Certificate of Incorporation to Add For For Federal Forum Selection Provision Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Biogen Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Report on Lobbying Payments and Policy Against For
Blended Rationale: A vote FOR this resolution is warranted, as additional information on the company's direct and indirect lobbying expenditures and related management control would provide shareholders with a comprehensive understanding of the company's management of its lobbying activities and any related risks and benefits.
6 Report on Gender Pay Gap Against For
Blended Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from additional information allowing them to better measure the progress of the company's diversity and inclusion initiatives.
Blueprint Medicines Corporation
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: BPMC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director George D. Demetri For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Lynn Seely and George Demetri given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.WITHHOLD votes are further warranted for George Demetri in his role as chair of the Nominating and Corporate Governance Committee, for the board's adoption of an unduly restrictive federal forum selection provision, which has not been submitted to a shareholder vote.
1.2 Elect Director Lynn Seely For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Lynn Seely and George Demetri given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For
Canadian Apartment Properties Real Estate Investment Trust
Meeting Date: 06/02/2021 Country: Canada Meeting Type: Annual Ticker: CAR.UN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for Unitholders, Special Voting and Preferred Unitholders Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Canadian Apartment Properties Real Estate Investment Trust
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Trustee Lori-Ann Beausoleil For For
1.2 Elect Trustee Harold Burke For For
1.3 Elect Trustee Gina Cody For For
1.4 Elect Trustee Mark Kenney For For
1.5 Elect Trustee Poonam Puri For For
1.6 Elect Trustee Jamie Schwartz For For
1.7 Elect Trustee Michael Stein For For
1.8 Elect Trustee Elaine Todres For For
1.9 Elect Trustee Rene Tremblay For For
2 Approve PricewaterhouseCoopers LLP as For For Auditors and Authorize Trustees to Fix Their Remuneration
3 Advisory Vote on Executive Compensation For For Approach
Chegg, Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: CHGG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Marne Levine For For
1.2 Elect Director Richard Sarnoff For For
1.3 Elect Director Paul LeBlanc For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Deloitte & Touche LLP as Auditors For For
China Mengniu Dairy Company Limited
Meeting Date: 06/02/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 2319 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China Mengniu Dairy Company Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3a Elect Niu Gensheng as Director and Authorize For Against Board to Fix His Remuneration
Blended Rationale: Votes AGAINST incumbent nominees Gensheng Niu and Ka Chi Yau are warranted for lack of gender diversity on the board.
3b Elect Yau Ka Chi as Director and Authorize For Against Board to Fix His Remuneration
Blended Rationale: Votes AGAINST incumbent nominees Gensheng Niu and Ka Chi Yau are warranted for lack of gender diversity on the board.A vote AGAINST Ka Chi Yau is warranted as he serves on the audit committee and the company paid excessive non-audit fees to its auditor.
3c Elect Simon Dominic Stevens as Director and For For Authorize Board to Fix His Remuneration
4 Approve Ernst & Young as Auditors and For Against Authorize Board to Fix Their Remuneration
Blended Rationale: A vote AGAINST this proposal is warranted given that the non-audit fees exceeded the total audit fees paid to the company's audit firm in the latest fiscal year without satisfactory explanation.
5 Authorize Repurchase of Issued Share Capital For For
6 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST this resolution is warranted given that the company has not specified the discount limit.
Clean Harbors, Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: CLH
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Alan S. McKim For For
1.2 Elect Director John T. Preston For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Amend Executive Incentive Bonus Plan For For
4 Ratify Deloitte & Touche LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Clean Harbors, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Amend By-Laws to Add State and Federal For Against Forum Selection Provisions
Blended Rationale: A vote AGAINST this proposal is warranted, as the company has not provided a compelling rationale for limiting shareholders' litigation rights.
Columbia Sportswear Company
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: COLM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Timothy P. Boyle For For
1.2 Elect Director Stephen E. Babson For For
1.3 Elect Director Andy D. Bryant For For
1.4 Elect Director John W. Culver For For
1.5 Elect Director Walter T. Klenz For For
1.6 Elect Director Kevin Mansell For For
1.7 Elect Director Ronald E. Nelson For For
1.8 Elect Director Sabrina L. Simmons For For
1.9 Elect Director Malia H. Wasson For For
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Comcast Corporation
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: CMCSA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kenneth J. Bacon For For
Blended Rationale: A vote FOR the director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Comcast Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Madeline S. Bell For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.3 Elect Director Naomi M. Bergman For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.4 Elect Director Edward D. Breen For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.5 Elect Director Gerald L. Hassell For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.6 Elect Director Jeffrey A. Honickman For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.7 Elect Director Maritza G. Montiel For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.8 Elect Director Asuka Nakahara For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.9 Elect Director David C. Novak For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.10 Elect Director Brian L. Roberts For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted. Annual and long-term incentives are at least half based on pre-set objective performance metrics. In addition, a below-target bonus payout and forfeited equity for the FY20 tranche of the LTI appear to be aligned with financial performance. Further, the board made several positive changes to the compensation program based on shareholder feedback, including improved disclosure of the annual incentive program and the elimination of above-market interest payments for NEOs beginning in 2021. Also, the company increased the objective metric weighting for bonuses and introduced multi-year performance periods for equity awards in 2021. However, executive compensation levels warrant continued close monitoring in light of consecutive base salary increases, a significant increase (in volume) to the FY20 equity award for the CEO, and planned increases to the PSU award cap for FY21.
3 Ratify Deloitte & Touche LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
4 Report on Risks Posed by the Failing to Against For Prevent Workplace Sexual Harassment
Blended Rationale: A vote FOR this proposal is warranted as additional information on the company's evaluation of risks associated with potential failures of its sexual harassment policies could help shareholders better assess the company's management of related risks. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Comcast Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kenneth J. Bacon For For
1.2 Elect Director Madeline S. Bell For For
1.3 Elect Director Naomi M. Bergman For For
1.4 Elect Director Edward D. Breen For For
1.5 Elect Director Gerald L. Hassell For For
1.6 Elect Director Jeffrey A. Honickman For For
1.7 Elect Director Maritza G. Montiel For For
1.8 Elect Director Asuka Nakahara For For
1.9 Elect Director David C. Novak For For
1.10 Elect Director Brian L. Roberts For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Deloitte & Touche LLP as Auditors For For
4 Report on Risks Posed by the Failing to Against For Prevent Workplace Sexual Harassment
Blended Rationale: A vote FOR this proposal is warranted as additional information on the company's evaluation of risks associated with potential failures of its sexual harassment policies could help shareholders better assess the company's management of related risks.
CoStar Group, Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: CSGP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Michael R. Klein For For
1b Elect Director Andrew C. Florance For For
1c Elect Director Laura Cox Kaplan For For
1d Elect Director Michael J. Glosserman For For
1e Elect Director John W. Hill For For
1f Elect Director Robert W. Musslewhite For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
CoStar Group, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1g Elect Director Christopher J. Nassetta For For
1h Elect Director Louise S. Sams For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Increase Authorized Common Stock For For
5 Amend Qualified Employee Stock Purchase For For Plan
6 Eliminate Supermajority Vote Requirement Against For
Blended Rationale: A vote FOR this proposal is warranted given that elimination of the supermajority vote requirement would enhance shareholder rights.
Denali Therapeutics Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: DNLI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Douglas Cole For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Douglas Cole, Jay Flatley, and Marc Tessier-Lavigne given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Jay Flatley For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Douglas Cole, Jay Flatley, and Marc Tessier-Lavigne given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.3 Elect Director Marc Tessier-Lavigne For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Douglas Cole, Jay Flatley, and Marc Tessier-Lavigne given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.4 Elect Director Nancy A. Thornberry For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
EQT AB
Meeting Date: 06/02/2021 Country: Sweden Meeting Type: Annual Ticker: EQT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Open Meeting
2 Elect Chairman of Meeting For For
3.a Designate Jacob Wallenberg as Inspector of For For Minutes of Meeting
3.b Designate Magnus Billing as Inspector of For For Minutes of Meeting
4 Prepare and Approve List of Shareholders For For
5 Approve Agenda of Meeting For For
6 Acknowledge Proper Convening of Meeting For For
7 Receive President's Report
8 Receive Financial Statements and Statutory Reports
9 Accept Financial Statements and Statutory For For Reports
10 Approve Allocation of Income and Dividends For For of SEK 2.40 Per Share
11.a Approve Discharge of Edith Cooper For For
11.b Approve Discharge of Johan Forssell For For
11.c Approve Discharge of Conni Jonsson For For
11.d Approve Discharge of Nicola Kimm For For
11.e Approve Discharge of Diony Lebot For For
11.f Approve Discharge of Gordon Orr For For
11.g Approve Discharge of Finn Rausing For For
11.h Approve Discharge of Peter Wallenberg Jr For For
11.i Approve Discharge of Christian Sinding, CEO For For
12.a Determine Number of Members (8) and For For Deputy Members of Board (0)
12.b Determine Number of Auditors (1) and For For Deputy Auditors (0)
13.a Approve Remuneration of Directors in the For For Amount of EUR 275,000 for Chairman andEUR 125,000 for Other Directors; Approve Remuneration for Committee Work Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
EQT AB
Proposal Vote Number Proposal Text Mgmt Rec Instruction
13.b Approve Remuneration of Auditors For For
14.a Reelect Conni Jonsson as Director For Against
Blended Rationale: A vote AGAINST candidate Conni Jonsson is warranted due to his status as executive on the audit committee and the remuneration committee.
14.b Reelect Edith Cooper as Director For For
14.c Reelect Johan Forssell as Director For Against
Blended Rationale: Votes AGAINST Items 14.c and 14.h is warranted because candidates Johan Forssell and Marcus Wallenberg are overboarded.
14.d Reelect Nicola Kimm as Director For For
14.e Reelect Diony Lebot as Director For For
14.f Reelect Gordon Orr as Director For For
14.g Elect Margo Cook as New Director For For
14.h Elect Marcus Wallenberg as New Director For Against
Blended Rationale: Votes AGAINST Items 14.c and 14.h is warranted because candidates Johan Forssell and Marcus Wallenberg are overboarded.
14.i Reelect Conni Jonsson as Board Chairperson For Against
Blended Rationale: A vote AGAINST this proposal is warranted because the candidate is an executive director who serves on the audit and remuneration committees.
15 Ratify KPMG as Auditor For For
16 Approve Remuneration Report For For
17 Approve Remuneration Policy And Other For For Terms of Employment For Executive Management
18 Approve Issuance of up to 10 Percent of For For Share Capital without Preemptive Rights
19 Close Meeting
ESR Cayman Ltd.
Meeting Date: 06/02/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 1821
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2a Elect Wei Hu as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
ESR Cayman Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2b Elect David Alasdair William Matheson as For For Director
2c Elect Simon James McDonald as Director For For
2d Elect Jingsheng Liu as Director For For
2e Elect Robin Tom Holdsworth as Director For For
2f Authorize Board to Fix Remuneration of For For Directors
3 Approve Ernst & Young as Auditors and For For Authorize Board to Fix Their Remuneration
4 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
5 Authorize Repurchase of Issued Share Capital For For
6 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
7 Adopt Long Term Incentive Scheme and For Against Authorize Board to Grant Awards and Issue Shares Under the Long Term Incentive Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the directors eligible to receive awards under the proposed scheme are involved in the administration of the scheme.
8 Approve Grant of the Scheme Mandate to the For Against Board to Grant Awards Under the Long Term Incentive Scheme and Authorize Board to Issue Shares as and When the Awards Vest
Blended Rationale: A vote AGAINST these resolutions is warranted given the directors eligible to receive awards under the proposed scheme are involved in the administration of the scheme.
Evonik Industries AG
Meeting Date: 06/02/2021 Country: Germany Meeting Type: Annual Ticker: EVK
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal Year 2020 (Non-Voting)
2 Approve Allocation of Income and Dividends For For of EUR 1.15 per Share Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Evonik Industries AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Approve Discharge of Management Board for For For Fiscal Year 2020
4 Approve Discharge of Supervisory Board for For For Fiscal Year 2020
5 Ratify KPMG AG as Auditors for Fiscal Year For For 2021
6.1 Elect Werner Fuhrmann to the Supervisory For For Board
6.2 Elect Cedrik Neike to the Supervisory Board For For
Fate Therapeutics, Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: FATE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Robert Hershberg For For
1.2 Elect Director Michael Lee For For
1.3 Elect Director William H. Rastetter For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Increase Authorized Common Stock For For
GoDaddy Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: GDDY
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Herald Y. Chen For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Herald Chen, Brian Sharples, and Leah Sweet given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
GoDaddy Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Brian H. Sharples For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Herald Chen, Brian Sharples, and Leah Sweet given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
1.3 Elect Director Leah Sweet For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Herald Chen, Brian Sharples, and Leah Sweet given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted due to insufficient responsiveness following low support for last year's say-on-pay proposal. After the 2020 AGM, the company engaged with shareholders to gather their feedback on executive compensation and other matters. However, the proxy does not disclose any specific feedback or concerns that led a significant portion of investors to vote against the proposal. Moreover, the material changes to pay program were announced in last year's proxy statement, prior to the low vote result.
Hess Corporation
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: HES
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Terrence J. Checki For For
1b Elect Director Leonard S. Coleman, Jr. For For
1c Elect Director Joaquin Duato For For
1d Elect Director John B. Hess For For
1e Elect Director Edith E. Holiday For For
1f Elect Director Marc S. Lipschultz For For
1g Elect Director David McManus For For
1h Elect Director Kevin O. Meyers For For
1i Elect Director Karyn F. Ovelmen For For
1j Elect Director James H. Quigley For For
1k Elect Director William G. Schrader For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Hess Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Ratify Ernst & Young LLP as Auditors For For
4 Amend Omnibus Stock Plan For For
Iliad
Meeting Date: 06/02/2021 Country: France Meeting Type: Annual/Special Ticker: ILD
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Ordinary Business
1 Approve Financial Statements and Statutory For For Reports
2 Approve Consolidated Financial Statements For For and Statutory Reports
3 Approve Allocation of Income and Dividends For For of EUR 3 per Share
4 Approve Auditors' Special Report on For Against Related-Party Transactions Mentioning the Absence of New Transactions
Blended Rationale: A vote AGAINST the transaction concluded with Holdco, majority shareholder, is warranted as the company does not provide any compelling rationale to support it.
5 Renew Appointment of Deloitte & Associes as For For Auditor
6 Renew Appointment of BEAS as Alternate For For Auditor
7 Reelect Xavier Niel as Director For For
8 Reelect Bertille Burel as Director For Against
Blended Rationale: A vote AGAINST the reelection of Bertille Burel is warranted given her repeated low attendance at board meetings and the absence of any rationale from the company (Item 8).Votes AGAINST the reelections of Bertille Burel and Virginie Calmels, audit committee members, are warranted as the company continued to carry out transactions that were rejected by the 2020 AGM (Items 8-9).
9 Reelect Virginie Calmels as Director For Against
Blended Rationale: A vote AGAINST the reelection of Virginie Calmels as she is considered as non-independent nominee and the level of independence of the remuneration committee is below the recommended limit (25 percent vs 33.33 percent recommended (Item 9).Votes AGAINST the reelections of Bertille Burel and Virginie Calmels, audit committee members, are warranted as the company continued to carry out transactions that were rejected by the 2020 AGM (Items 8-9).
10 Elect Esther Gaide as Director For For
11 Approve Remuneration of Directors in the For For Aggregate Amount of EUR 350,000 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Iliad
Proposal Vote Number Proposal Text Mgmt Rec Instruction
12 Approve Compensation Report For For
13 Approve Compensation of Xavier Niel, For For Vice-CEO Until March 16, 2020
14 Approve Compensation of Xavier Niel, For For Chairman of the Board Since March 16, 2020
15 Approve Compensation of Maxime For For Lombardini, Chairman of the Board Until March 16, 2020
16 Approve Compensation of Thomas Reynaud, For Against CEO
Blended Rationale: Items 16-18. Compensation of Thomas Reynaud, CEO, of Rani Assaf, Vice-CEO, and of Antoine Levavasseur, Vice-CEOVotes AGAINST these remuneration reports are warranted since:- The company does not provide the achievement detail for tranches of LTI awards whose performance period ended in FY20;- The company provides an exceptional LTI plan following the acquisition of a Polish company, via iliad Purple, wholly-owned by the company. The vesting period of this LTI plan is not considered long-term oriented, and the company does not provide the existence of performance conditions.- The absence of challenging performance condition under the HoldCo II LTI plan.
17 Approve Compensation of Rani Assaf, For Against Vice-CEO
Blended Rationale: Items 16-18. Compensation of Thomas Reynaud, CEO, of Rani Assaf, Vice-CEO, and of Antoine Levavasseur, Vice-CEOVotes AGAINST these remuneration reports are warranted since:- The company does not provide the achievement detail for tranches of LTI awards whose performance period ended in FY20;- The company provides an exceptional LTI plan following the acquisition of a Polish company, via iliad Purple, wholly-owned by the company. The vesting period of this LTI plan is not considered long-term oriented, and the company does not provide the existence of performance conditions.- The absence of challenging performance condition under the HoldCo II LTI plan.
18 Approve Compensation of Antoine For Against Levavasseur, Vice-CEO
Blended Rationale: Items 16-18. Compensation of Thomas Reynaud, CEO, of Rani Assaf, Vice-CEO, and of Antoine Levavasseur, Vice-CEOVotes AGAINST these remuneration reports are warranted since:- The company does not provide the achievement detail for tranches of LTI awards whose performance period ended in FY20;- The company provides an exceptional LTI plan following the acquisition of a Polish company, via iliad Purple, wholly-owned by the company. The vesting period of this LTI plan is not considered long-term oriented, and the company does not provide the existence of performance conditions.- The absence of challenging performance condition under the HoldCo II LTI plan.
19 Approve Remuneration Policy of Chairman of For For the Board
20 Approve Remuneration Policy of CEO For For
21 Approve Remuneration Policy of Vice-CEOs For For
22 Approve Remuneration Policy of Directors For For
23 Authorize Repurchase of Up to 10 Percent of For For Issued Share Capital
Extraordinary Business
24 Authorize Issuance of Equity or Equity-Linked For Against Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 5 Million
Blended Rationale: Votes AGAINST Items 24 to 30 are warranted as the possibility of use during a takeover period is not excluded. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Iliad
Proposal Vote Number Proposal Text Mgmt Rec Instruction
25 Authorize Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights Up to 20 Percent of Issued Capital
Blended Rationale: Votes AGAINST Items 24 to 30 are warranted as the possibility of use during a takeover period is not excluded.Votes AGAINST the authorizations under Items 25-26, 28 and 30 are warranted because they do not respect the recommended 10-percent guidelines for issuances without preemptive rights.
26 Approve Issuance of Equity or Equity-Linked For Against Securities for up to 20 Percent of Issued Capital Per Year for Private Placements
Blended Rationale: Votes AGAINST Items 24 to 30 are warranted as the possibility of use during a takeover period is not excluded.Votes AGAINST the authorizations under Items 25-26, 28 and 30 are warranted because they do not respect the recommended 10-percent guidelines for issuances without preemptive rights.
27 Authorize Board to Set Issue Price for 10 For Against Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights
Blended Rationale: Votes AGAINST Items 24 to 30 are warranted as the possibility of use during a takeover period is not excluded.Item 27 warrants a vote AGAINST because the maximum discount allowed (20 percent) goes beyond the acceptable limit of 10 percent.
28 Authorize Board to Increase Capital in the For Against Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above
Blended Rationale: Votes AGAINST Items 24 to 30 are warranted as the possibility of use during a takeover period is not excluded.Votes AGAINST the authorizations under Items 25-26, 28 and 30 are warranted because they do not respect the recommended 10-percent guidelines for issuances without preemptive rights.
29 Authorize Capital Increase of up to 10 Percent For Against of Issued Capital for Contributions in Kind
Blended Rationale: Votes AGAINST Items 24 to 30 are warranted as the possibility of use during a takeover period is not excluded.
30 Authorize Capital Increase of Up to EUR 2 For Against Million for Future Exchange Offers
Blended Rationale: Votes AGAINST Items 24 to 30 are warranted as the possibility of use during a takeover period is not excluded.Votes AGAINST the authorizations under Items 25-26, 28 and 30 are warranted because they do not respect the recommended 10-percent guidelines for issuances without preemptive rights.
31 Authorize Capitalization of Reserves of Up to For For EUR 500 Million for Bonus Issue or Increase in Par Value
32 Authorize Capital Issuances for Use in For For Employee Stock Purchase Plans
33 Authorize Decrease in Share Capital via For For Cancellation of Repurchased Shares
34 Amend Article 28 of Bylaws Re: Quorum and For For Votes at General Meetings
35 Authorize Filing of Required Documents/Other For For Formalities Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Ionis Pharmaceuticals, Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: IONS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Brett Monia For For
1.2 Elect Director Frederick T. Muto For Withhold
Blended Rationale: WITHHOLD votes are warranted for Frederick (Fred) Muto for serving as a non-independent member (per Sustainability Advisory Services' classification) of certain key board committees.
1.3 Elect Director Peter N. Reikes For For
2 Amend Omnibus Stock Plan For For
Blended Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors:- The plan cost is excessive;- The plan permits liberal recycling of shares; and- The plan allows broad discretion to accelerate vesting.
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Ratify Ernst & Young LLP as Auditors For For
Ironwood Pharmaceuticals, Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: IRWD
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Mark G. Currie For For
1.2 Elect Director Alexander J. Denner For For
1.3 Elect Director Jon R. Duane For For
1.4 Elect Director Marla L. Kessler For For
1.5 Elect Director Catherine Moukheibir For For
1.6 Elect Director Lawrence S. Olanoff For For
1.7 Elect Director Jay P. Shepard For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Medifast, Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: MED
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Jeffrey J. Brown For For
1.2 Elect Director Kevin G. Byrnes For For
1.3 Elect Director Daniel R. Chard For For
1.4 Elect Director Constance J. Hallquist For For
1.5 Elect Director Michael A. Hoer For For
1.6 Elect Director Scott Schlackman For For
1.7 Elect Director Andrea B. Thomas For For
1.8 Elect Director Ming Xian For For
2 Ratify RSM US LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
OMV AG
Meeting Date: 06/02/2021 Country: Austria Meeting Type: Annual Ticker: OMV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal Year 2020 (Non-Voting)
2 Approve Allocation of Income and Dividends For For of EUR 1.85 per Share
3 Approve Discharge of Management Board for For For Fiscal Year 2020
4 Approve Discharge of Supervisory Board for For For Fiscal Year 2020
5 Approve Remuneration of Supervisory Board For For Members
6 Ratify Ernst & Young as Auditors for Fiscal For For Year 2021
7 Approve Remuneration Report For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
OMV AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8.1 Approve Long Term Incentive Plan 2021 for For For Key Employees
8.2 Approve Equity Deferral Plan For For
9 Elect Saeed Al Mazrouei as Supervisory Board For For Member
10 Approve Use of Repurchased Shares for Long For For Term Incentive Plans, Deferrals or Other Stock Ownership Plans
Penumbra, Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: PEN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Adam Elsesser For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Adam Elsesser and Harpreet Grewal given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Harpreet Grewal For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Adam Elsesser and Harpreet Grewal given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Amend Omnibus Stock Plan For For
4 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Private Equity Holding AG
Meeting Date: 06/02/2021 Country: Switzerland Meeting Type: Annual Ticker: PEHN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Private Equity Holding AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve Discharge of Board and Senior For For Management
3.1.1 Reelect Hans Baumgartner as Director and For Against Board Chairman
Blended Rationale: A vote AGAINST Hans Baumgartner is warranted because the board lacks a separate audit committee and he is considered an executive director.
3.1.2 Reelect Martin Eberhard as Director For For
3.1.3 Reelect Petra Salesny as Director For For
3.1.4 Reelect Fidelis Goetz as Director For For
3.2.1 Reappoint Martin Eberhard as Member of the For For Compensation Committee
3.2.2 Reappoint Petra Salesny as Member of the For For Compensation Committee
3.2.3 Reappoint Fidelis Goetz as Member of the For For Compensation Committee
3.3 Designate KBT Treuhand AG as Independent For For Proxy
3.4 Ratify KPMG AG as Auditors For For
4 Approve Allocation of Income and Dividends For For of CHF 2.00 per Share
5 Approve Remuneration of Directors in the For For Amount of CHF 200,000
6 Approve Remuneration of Board Delegate in For For the Amount of CHF 100,000
7 Transact Other Business (Voting) For Against
Blended Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Progyny, Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: PGNY
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Roger Holstein For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Progyny, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Jeff Park For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees David Schlanger and Jeffrey (Jeff) Park given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.3 Elect Director David Schlanger For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees David Schlanger and Jeffrey (Jeff) Park given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote on Say on Pay Frequency One Year One Year
Royal Caribbean Cruises Ltd.
Meeting Date: 06/02/2021 Country: Liberia Meeting Type: Annual Ticker: RCL
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director John F. Brock For For
Blended Rationale: A vote FOR the director nominees is warranted.
1b Elect Director Richard D. Fain For For
Blended Rationale: A vote FOR the director nominees is warranted.
1c Elect Director Stephen R. Howe, Jr. For For
Blended Rationale: A vote FOR the director nominees is warranted.
1d Elect Director William L. Kimsey For For
Blended Rationale: A vote FOR the director nominees is warranted.
1e Elect Director Amy McPherson For For
Blended Rationale: A vote FOR the director nominees is warranted.
1f Elect Director Maritza G. Montiel For For
Blended Rationale: A vote FOR the director nominees is warranted.
1g Elect Director Ann S. Moore For For
Blended Rationale: A vote FOR the director nominees is warranted.
1h Elect Director Eyal M. Ofer For For
Blended Rationale: A vote FOR the director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Royal Caribbean Cruises Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1i Elect Director William K. Reilly For For
Blended Rationale: A vote FOR the director nominees is warranted.
1j Elect Director Vagn O. Sorensen For For
Blended Rationale: A vote FOR the director nominees is warranted.
1k Elect Director Donald Thompson For For
Blended Rationale: A vote FOR the director nominees is warranted.
1l Elect Director Arne Alexander Wilhelmsen For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. The compensation committee discretionarily increased payouts for long-term performance awards granted in 2018, in response to COVID-19. NEOs ultimately received 100 percent of target payouts for these awards, amid negative shareholder returns and poor operational performance for the year. Further, while the 2019 PSAs remain outstanding, the committee expects to take similar actions on these grants. The CEO elected to forego an annual incentive award for 2020; however, other NEOs' bonuses paid out slightly above target, with their awards based entirely on subjective individual assessments and pandemic response. Meanwhile, although the 2020 LTI grants are majority performance conditioned, target goals remain undisclosed, which impedes an evaluation of goal rigor and pay and performance linkage, and the awards are based on a single year's performance. Sustainability Advisory Services acknowledges that many companies were greatly affected by COVID-19. However, investors generally do not view discretionary modifications to previously granted long-term incentives as an appropriate reaction to challenges posed by the pandemic.
3 Amend Qualified Employee Stock Purchase For For Plan
Blended Rationale: A vote FOR this proposal is warranted given that:* The purchase price is reasonable;* The number of shares reserved is relatively conservative; and* The offer period is within the limits prescribed by Section 423 of the Internal Revenue Code.
4 Ratify PricewaterhouseCoopers LLP as For For Auditors
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
5 Report on Political Contributions Disclosure Against For
Blended Rationale: A vote FOR this resolution is warranted, as additional information regarding the company's direct and indirect political contributions, including payments to trade associations, would help investors in assessing its management of related risks and benefits.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director John F. Brock For For
1b Elect Director Richard D. Fain For For
1c Elect Director Stephen R. Howe, Jr. For For
1d Elect Director William L. Kimsey For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Royal Caribbean Cruises Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1e Elect Director Amy McPherson For For
1f Elect Director Maritza G. Montiel For For
1g Elect Director Ann S. Moore For For
1h Elect Director Eyal M. Ofer For For
1i Elect Director William K. Reilly For For
1j Elect Director Vagn O. Sorensen For For
1k Elect Director Donald Thompson For For
1l Elect Director Arne Alexander Wilhelmsen For For
2 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. The compensation committee discretionarily increased payouts for long-term performance awards granted in 2018, in response to COVID-19. NEOs ultimately received 100 percent of target payouts for these awards, amid negative shareholder returns and poor operational performance for the year. Further, while the 2019 PSAs remain outstanding, the committee expects to take similar actions on these grants. The CEO elected to forego an annual incentive award for 2020; however, other NEOs' bonuses paid out slightly above target, with their awards based entirely on subjective individual assessments and pandemic response. Meanwhile, although the 2020 LTI grants are majority performance conditioned, target goals remain undisclosed, which impedes an evaluation of goal rigor and pay and performance linkage, and the awards are based on a single year's performance. Sustainability Advisory Services acknowledges that many companies were greatly affected by COVID-19. However, investors generally do not view discretionary modifications to previously granted long-term incentives as an appropriate reaction to challenges posed by the pandemic.
3 Amend Qualified Employee Stock Purchase For For Plan
4 Ratify PricewaterhouseCoopers LLP as For For Auditors
5 Report on Political Contributions Disclosure Against For
Blended Rationale: A vote FOR this resolution is warranted, as additional information regarding the company's direct and indirect political contributions, including payments to trade associations, would help investors in assessing its management of related risks and benefits.
Science Applications International Corporation
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: SAIC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Robert A. Bedingfield For For
1b Elect Director Carol A. Goode For For
1c Elect Director Garth N. Graham For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Science Applications International Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1d Elect Director John J. Hamre For For
1e Elect Director Yvette M. Kanouff For For
1f Elect Director Nazzic S. Keene For For
1g Elect Director Timothy J. Mayopoulos For For
1h Elect Director Katharina G. McFarland For For
1i Elect Director Donna S. Morea For For
1j Elect Director Steven R. Shane For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For
SEI Investments Company
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: SEIC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Carl A. Guarino For For
1b Elect Director Carmen V. Romeo For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify KPMG LLP as Auditors For For
The Hong Kong and China Gas Company Limited
Meeting Date: 06/02/2021 Country: Hong Kong Meeting Type: Annual Ticker: 3
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
The Hong Kong and China Gas Company Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.1 Elect Lee Ka-shing as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Ka Shing Lee are further warranted for lack of gender diversity on the board.A vote AGAINST the elections of Ka Shing Lee, Hon-Ming (John) Ho, and Wai-Yee (Peter) Wong is warranted as they are non-independent director nominees and the board is less than one-third independent.A vote FOR the election of Chung Kwong Poon is warranted.
3.2 Elect Poon Chung-kwong as Director For For
3.3 Elect Peter Wong Wai-yee as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Ka Shing Lee are further warranted for lack of gender diversity on the board.A vote AGAINST the elections of Ka Shing Lee, Hon-Ming (John) Ho, and Wai-Yee (Peter) Wong is warranted as they are non-independent director nominees and the board is less than one-third independent.A vote FOR the election of Chung Kwong Poon is warranted.
3.4 Elect John Ho Hon-ming as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Ka Shing Lee are further warranted for lack of gender diversity on the board.A vote AGAINST the elections of Ka Shing Lee, Hon-Ming (John) Ho, and Wai-Yee (Peter) Wong is warranted as they are non-independent director nominees and the board is less than one-third independent.A vote FOR the election of Chung Kwong Poon is warranted.
4 Approve PricewaterhouseCoopers as Auditor For For and Authorize Board to Fix Their Remuneration
5.1 Approve Issuance of Bonus Shares For For
5.2 Authorize Repurchase of Issued Share Capital For For
5.3 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
5.4 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
Turning Point Therapeutics, Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: TPTX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Simeon J. George For Withhold
Blended Rationale: WITHHOLD votes are warranted for Carol Gallagher and Simeon George given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Turning Point Therapeutics, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Carol Gallagher For Withhold
Blended Rationale: WITHHOLD votes are warranted for Carol Gallagher and Simeon George given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year
4 Ratify Ernst & Young LLP as Auditors For For
Ulta Beauty, Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: ULTA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Catherine A. Halligan For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.2 Elect Director David C. Kimbell For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.3 Elect Director George R. Mrkonic For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.4 Elect Director Lorna E. Nagler For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Ratify Ernst & Young LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted as pay and performance are reasonably aligned for the year in review. The annual incentive program over FY20 was split due to COVID-19, with the first half of the year's bonus determined by various management achievements at the discretion of the compensation committee. The second half of the year's annual bonus was based on a pre-set financial target. While long-term equity awards were entirely time-based due to uncertainly from the pandemic and the corresponding difficulty of determining the impact on the business, the FY21 long-term incentive will consist of half performance-conditioned equity awards tied to a multi-year measurement period. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Ulta Beauty, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Catherine A. Halligan For For
1.2 Elect Director David C. Kimbell For For
1.3 Elect Director George R. Mrkonic For For
1.4 Elect Director Lorna E. Nagler For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Walmart Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: WMT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Cesar Conde For For
1b Elect Director Timothy P. Flynn For For
1c Elect Director Sarah J. Friar For For
1d Elect Director Carla A. Harris For For
1e Elect Director Thomas W. Horton For For
1f Elect Director Marissa A. Mayer For For
1g Elect Director C. Douglas McMillon For For
1h Elect Director Gregory B. Penner For Against
Blended Rationale: Significant risks to shareholders stemming from severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against and manage material environmental, social and governance risks.Votes AGAINST board chair Gregory (Greg) Penner are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.Votes FOR the remaining nominees is warranted at this time.
1i Elect Director Steven S Reinemund For For
1j Elect Director Randall L. Stephenson For For
1k Elect Director S. Robson Walton For For
1l Elect Director Steuart L. Walton For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Walmart Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For
4 Report on Refrigerants Released from Against For Operations
Blended Rationale: A vote FOR this resolution is warranted because:- While the existing initiatives the company has in place to harness the opportunities presented by climate change are commendable, the resolution should serve to complement and further the company's GHG emissions reduction goal, energy efficiency- and GHG emissions-related initiatives, management programs, and oversight mechanisms to manage these emissions; and- The requested report should not be burdensome or overly costly, but rather, could help preserve and create long-term shareholder value.
5 Report on Lobbying Payments and Policy Against For
Blended Rationale: A vote FOR this resolution is warranted, as additional information on the company's indirect lobbying activities and expenditures, including trade association memberships, and related oversight would allow shareholders to better assess the company's management of related risks and benefits.
6 Report on Alignment of Racial Justice Goals Against For and Starting Wages
Blended Rationale: A vote FOR this proposal is warranted shareholders would benefit from further disclosure on how the company's hourly wages align with its commitments to diversity, equality, and racial justice, particularly given the significant controversies and related risks.
7 Approve Creation of a Pandemic Workforce Against For Advisory Council
Blended Rationale: A vote FOR this resolution is warranted due controversies related to employees health and safety concerns during the COVID-19 pandemic and apparent lack of adequate management and board oversight.
8 Review of Statement on the Purpose of a Against For Corporation
Blended Rationale: A vote FOR this proposal is warranted as a board review of the company's governance documents, policies, long term plans, goals, metrics and sustainability practices will enable investors to better understand the governance implications of the company's commitment to the Business Roundtable's (BRT) Statement on the Purpose of a Corporation.
Williams-Sonoma, Inc.
Meeting Date: 06/02/2021 Country: USA Meeting Type: Annual Ticker: WSM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Laura Alber For For
1.2 Elect Director Esi Eggleston Bracey For For
1.3 Elect Director Scott Dahnke For For
1.4 Elect Director Anne Mulcahy For For
1.5 Elect Director William Ready For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Williams-Sonoma, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.6 Elect Director Sabrina Simmons For For
1.7 Elect Director Frits van Paasschen For For
2 Amend Omnibus Stock Plan For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Ratify Deloitte & Touche LLP as Auditors For For
ZTO Express (Cayman) Inc.
Meeting Date: 06/02/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 2057
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders
1 Adopt Chinese Name as Dual Foreign Name For For of the Company
2 Adopt Third Amended and Restated For For Memorandum of Association and Articles of Association
2U, Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: TWOU
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Paul A. Maeder For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Paul Maeder, Christopher (Chip) Paucek, Gregory (Greg) Peters, and Robert Stavis for failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board structure, each of which adversely impacts shareholder rights.
1.2 Elect Director Christopher J. Paucek For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Paul Maeder, Christopher (Chip) Paucek, Gregory (Greg) Peters, and Robert Stavis for failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board structure, each of which adversely impacts shareholder rights. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
2U, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.3 Elect Director Gregory K. Peters For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Paul Maeder, Christopher (Chip) Paucek, Gregory (Greg) Peters, and Robert Stavis for failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board structure, each of which adversely impacts shareholder rights.
1.4 Elect Director Robert M. Stavis For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Paul Maeder, Christopher (Chip) Paucek, Gregory (Greg) Peters, and Robert Stavis for failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board structure, each of which adversely impacts shareholder rights.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify KPMG LLP as Auditors For For
4 Declassify the Board of Directors None For
Adyen NV
Meeting Date: 06/03/2021 Country: Netherlands Meeting Type: Annual Ticker: ADYEN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Annual Meeting Agenda
2.b Approve Remuneration Report For For
2.c Adopt Financial Statements and Statutory For For Reports
3 Approve Discharge of Management Board For For
4 Approve Discharge of Supervisory Board For For
5 Reelect Ingo Jeroen Uytdehaage to For For Management Board
6 Reelect Delfin Rueda Arroyo to Supervisory For For Board
7 Grant Board Authority to Issue Shares Up to For For 10 Percent of Issued Capital
8 Authorize Board to Exclude Preemptive Rights For For from Share Issuances
9 Authorize Repurchase of Up to 10 Percent of For For Issued Share Capital
10 Ratify PwC as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
AEGON NV
Meeting Date: 06/03/2021 Country: Netherlands Meeting Type: Annual Ticker: AGN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Annual Meeting Agenda
3.3 Approve Remuneration Report For For
3.4 Adopt Financial Statements and Statutory For For Reports
3.5 Approve Dividends of EUR 0.06 Per Common For For Share and EUR 0.0015 Per Common Share B
4 Ratify PricewaterhouseCoopers Accountants For For N.V. as Auditors
5.1 Approve Discharge of Executive Board For For
5.2 Approve Discharge of Supervisory Board For For
6.1 Reelect Dona Young to Supervisory Board For For
6.2 Reelect William Connelly to Supervisory Board For For
6.3 Reelect Mark Ellman to Supervisory Board For For
6.4 Elect Jack McGarry to Supervisory Board For For
7.1 Reelect Matthew Rider to Management Board For For
8.1 Approve Cancellation of Repurchased Shares For For
8.2 Grant Board Authority to Issue Shares Up To For For 10 Percent of Issued Capital and Exclude Pre-emptive Rights
8.3 Grant Board Authority to Issue Shares Up To For For 25 Percent of Issued Capital in Connection with a Rights Issue
8.4 Authorize Repurchase of Up to 10 Percent of For For Issued Share Capital
Akamai Technologies, Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: AKAM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Sharon Bowen For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Akamai Technologies, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Marianne Brown For For
1.3 Elect Director Monte Ford For For
1.4 Elect Director Jill Greenthal For For
1.5 Elect Director Dan Hesse For For
1.6 Elect Director Tom Killalea For For
1.7 Elect Director Tom Leighton For For
1.8 Elect Director Jonathan Miller For For
1.9 Elect Director Madhu Ranganathan For For
1.10 Elect Director Ben Verwaayen For For
1.11 Elect Director Bill Wagner For For
2 Amend Omnibus Stock Plan For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Ratify PricewaterhouseCoopers LLP as For For Auditors
Algonquin Power & Utilities Corp.
Meeting Date: 06/03/2021 Country: Canada Meeting Type: Annual Ticker: AQN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Ratify Ernst & Young LLP as Auditors For For
2.1 Elect Director Christopher Ball For For
2.2 Elect Director Arun Banskota For For
2.3 Elect Director Melissa Stapleton Barnes For For
2.4 Elect Director Christopher Huskilson For For
2.5 Elect Director D. Randy Laney For For
2.6 Elect Director Carol Leaman For For
2.7 Elect Director Kenneth Moore For For
2.8 Elect Director Masheed Saidi For For
2.9 Elect Director Dilek Samil For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Algonquin Power & Utilities Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Advisory Vote on Executive Compensation For For Approach
Allegion plc
Meeting Date: 06/03/2021 Country: Ireland Meeting Type: Annual Ticker: ALLE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Kirk S. Hachigian For For
Blended Rationale: A vote FOR the director nominees is warranted.
1b Elect Director Steven C. Mizell For For
Blended Rationale: A vote FOR the director nominees is warranted.
1c Elect Director Nicole Parent Haughey For For
Blended Rationale: A vote FOR the director nominees is warranted.
1d Elect Director David D. Petratis For For
Blended Rationale: A vote FOR the director nominees is warranted.
1e Elect Director Dean I. Schaffer For For
Blended Rationale: A vote FOR the director nominees is warranted.
1f Elect Director Charles L. Szews For For
Blended Rationale: A vote FOR the director nominees is warranted.
1g Elect Director Dev Vardhan For For
Blended Rationale: A vote FOR the director nominees is warranted.
1h Elect Director Martin E. Welch, III For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted, with caution. After a review of the company's compensation program and practices, it is concluded that pay is reasonably aligned with performance at this time. With that said, the compensation committee adjusted the financial measures utilized under the STI and LTI programs to account for COVID-19 business interruption costs, though payouts remained commensurate with company performance and shareholder outcomes.
3 Approve PricewaterhouseCoopers as Auditors For For and Authorize Board to Fix Their Remuneration
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Allegion plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Renew the Board's Authority to Issue Shares For For Under Irish Law
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
5 Renew the Board's Authority to Opt-Out of For For Statutory Pre-Emptions Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Kirk S. Hachigian For Do Not Vote
1b Elect Director Steven C. Mizell For Do Not Vote
1c Elect Director Nicole Parent Haughey For Do Not Vote
1d Elect Director David D. Petratis For Do Not Vote
1e Elect Director Dean I. Schaffer For Do Not Vote
1f Elect Director Charles L. Szews For Do Not Vote
1g Elect Director Dev Vardhan For Do Not Vote
1h Elect Director Martin E. Welch, III For Do Not Vote
2 Advisory Vote to Ratify Named Executive For Do Not Officers' Compensation Vote
3 Approve PricewaterhouseCoopers as Auditors For Do Not and Authorize Board to Fix Their Vote Remuneration
4 Renew the Board's Authority to Issue Shares For Do Not Under Irish Law Vote
5 Renew the Board's Authority to Opt-Out of For Do Not Statutory Pre-Emptions Rights Vote
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Kirk S. Hachigian For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Allegion plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1b Elect Director Steven C. Mizell For For
1c Elect Director Nicole Parent Haughey For For
1d Elect Director David D. Petratis For For
1e Elect Director Dean I. Schaffer For For
1f Elect Director Charles L. Szews For For
1g Elect Director Dev Vardhan For For
1h Elect Director Martin E. Welch, III For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Approve PricewaterhouseCoopers as Auditors For For and Authorize Board to Fix Their Remuneration
4 Renew the Board's Authority to Issue Shares For For Under Irish Law
5 Renew the Board's Authority to Opt-Out of For For Statutory Pre-Emptions Rights
Avalara, Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: AVLR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Marion Foote For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Rajeev Singh, Marion (Robin) Foote, and Kathleen (Kathy) Zwickert given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Rajeev Singh For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Rajeev Singh, Marion (Robin) Foote, and Kathleen (Kathy) Zwickert given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.3 Elect Director Kathleen Zwickert For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Rajeev Singh, Marion (Robin) Foote, and Kathleen (Kathy) Zwickert given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Avalara, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Deloitte & Touche LLP as Auditors For For
Booking Holdings Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: BKNG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Timothy M. Armstrong For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.2 Elect Director Glenn D. Fogel For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.3 Elect Director Mirian M. Graddick-Weir For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.4 Elect Director Wei Hopeman For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.5 Elect Director Robert J. Mylod, Jr. For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.6 Elect Director Charles H. Noski For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.7 Elect Director Nicholas J. Read For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.8 Elect Director Thomas E. Rothman For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.9 Elect Director Bob van Dijk For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.10 Elect Director Lynn M. Vojvodich For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.11 Elect Director Vanessa A. Wittman For For
Blended Rationale: A vote FOR the director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Booking Holdings Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this item is warranted. Although concerns are noted, pay and performance appear reasonably aligned for the year in review. Annual incentives for FY20 were originally based on achievement of financial metrics but were changed to individual performance assessment due to the impact of the COVID-19 pandemic. The CEO received no bonus payout for his annual incentive. Long-term incentives for the CEO were time-based due to difficulty in determining meaningful performance targets. However, the FY21 long-term incentive will return to a mix of equity awards both performance- and time-based.
3 Amend Omnibus Stock Plan For For
Blended Rationale: Based on the Equity Plan Scorecard evaluation (EPSC), a vote FOR this proposal is warranted.
4 Ratify Deloitte & Touche LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
5 Provide Right to Act by Written Consent For For
Blended Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would give shareholders an additional means to act on matters between annual meetings.
6 Provide Right to Act by Written Consent Against For
Blended Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.
7 Report on Annual Climate Transition Against For
Blended Rationale: A vote FOR this proposal is warranted, as additional information on the company’s climate transition plan would allow shareholders to better assess the climate change risk management practices of the company.
8 Annual Investor Advisory Vote on Climate Against For Plan
Blended Rationale: A vote FOR this proposal is warranted, as an annual advisory vote on the company’s climate policies and strategies is warranted, as it would allow shareholders to express their opinions on the climate risk management practices of the company.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Timothy M. Armstrong For For
1.2 Elect Director Glenn D. Fogel For For
1.3 Elect Director Mirian M. Graddick-Weir For For
1.4 Elect Director Wei Hopeman For For
1.5 Elect Director Robert J. Mylod, Jr. For For
1.6 Elect Director Charles H. Noski For For
1.7 Elect Director Nicholas J. Read For For
1.8 Elect Director Thomas E. Rothman For For
1.9 Elect Director Bob van Dijk For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Booking Holdings Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.10 Elect Director Lynn M. Vojvodich For For
1.11 Elect Director Vanessa A. Wittman For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Amend Omnibus Stock Plan For For
4 Ratify Deloitte & Touche LLP as Auditors For For
5 Provide Right to Act by Written Consent For For
6 Provide Right to Act by Written Consent Against For
Blended Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.
7 Report on Annual Climate Transition Against For
Blended Rationale: A vote FOR this proposal is warranted, as additional information on the company’s climate transition plan would allow shareholders to better assess the climate change risk management practices of the company.
8 Annual Investor Advisory Vote on Climate Against For Plan
Blended Rationale: A vote FOR this proposal is warranted, as an annual advisory vote on the company’s climate policies and strategies is warranted, as it would allow shareholders to express their opinions on the climate risk management practices of the company.
Cloudflare, Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: NET
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Maria Eitel For Withhold
Blended Rationale: WITHHOLD votes are warranted for Matthew Prince, Maria Eitel, and Katrin Suder given the board's failure to remove, or subject to a reasonable sunset requirement, the dual-class capital structure, the classified board, and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
1.2 Elect Director Matthew Prince For Withhold
Blended Rationale: WITHHOLD votes are warranted for Matthew Prince, Maria Eitel, and Katrin Suder given the board's failure to remove, or subject to a reasonable sunset requirement, the dual-class capital structure, the classified board, and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Cloudflare, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.3 Elect Director Katrin Suder For Withhold
Blended Rationale: WITHHOLD votes are warranted for Matthew Prince, Maria Eitel, and Katrin Suder given the board's failure to remove, or subject to a reasonable sunset requirement, the dual-class capital structure, the classified board, and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
2 Ratify KPMG LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year
Compagnie de Saint-Gobain SA
Meeting Date: 06/03/2021 Country: France Meeting Type: Annual/Special Ticker: SGO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Ordinary Business
1 Approve Financial Statements and Statutory For For Reports
2 Approve Consolidated Financial Statements For For and Statutory Reports
3 Approve Allocation of Income and Dividends For For of EUR 1.33 per Share
4 Elect Benoit Bazin as Director For For
5 Reelect Pamela Knapp as Director For For
6 Reelect Agnes Lemarchand as Director For For
7 Reelect Gilles Schnepp as Director For For
8 Reelect Sibylle Daunis as Representative of For For Employee Shareholders to the Board
9 Approve Compensation of Pierre-Andre de For Against Chalendar, Chairman and CEO
Blended Rationale: A vote AGAINST this remuneration report is warranted because:- Pierre-Andre de Chalendar was granted a full LTIP despite the end of his CEO mandate on June 31, 2021; and- It is impossible to precisely assess the impact of the derogation to the LTI policy on remuneration schemes.
10 Approve Compensation of Benoit Bazin, For For Vice-CEO
11 Approve Compensation of Corporate Officers For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Compagnie de Saint-Gobain SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
12 Approve Remuneration Policy of Chairman For For and CEO Until 30 June 2021
13 Approve Remuneration Policy of Vice-CEO For For Until 30 June 2021
14 Approve Remuneration Policy of CEO Since 1 For For July 2021
15 Approve Remuneration Policy of Chairman of For For the Board Since 1 July 2021
16 Approve Remuneration Policy of Directors For For
17 Authorize Repurchase of Up to 10 Percent of For For Issued Share Capital
Extraordinary Business
18 Authorize Issuance of Equity or Equity-Linked For For Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 426 Million
19 Authorize Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 213 Million
20 Approve Issuance of Equity or Equity-Linked For For Securities for Private Placements up to Aggregate Nominal Amount of EUR 213 Million
21 Authorize Board to Increase Capital in the For For Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above
22 Authorize Capital Increase of up to 10 Percent For For of Issued Capital for Contributions in Kind
23 Authorize Capitalization of Reserves of Up to For For EUR 106 Million for Bonus Issue or Increase in Par Value
24 Authorize Board to Set Issue Price for 10 For For Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights
25 Authorize Capital Issuances for Use in For For Employee Stock Purchase Plans
26 Authorize Decrease in Share Capital via For For Cancellation of Repurchased Shares
27 Authorize Filing of Required Documents/Other For For Formalities Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Diamondback Energy, Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: FANG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Steven E. West For For
1.2 Elect Director Travis D. Stice For For
1.3 Elect Director Vincent K. Brooks For For
1.4 Elect Director Michael P. Cross For For
1.5 Elect Director David L. Houston For For
1.6 Elect Director Stephanie K. Mains For For
1.7 Elect Director Mark L. Plaumann For For
1.8 Elect Director Melanie M. Trent For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Increase Authorized Common Stock For For
4 Amend Omnibus Stock Plan For For
5 Ratify Grant Thornton LLP as Auditors For For
Digital Realty Trust, Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: DLR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Laurence A. Chapman For Against
Blended Rationale: A vote AGAINST Laurence Chapman, Mary Hogan Preusse, William LaPerch and Mark Patterson is warranted for a material governance failure. The company's governing documents restrict shareholders ability to amend the company bylaws.
1b Elect Director Alexis Black Bjorlin For For
1c Elect Director VeraLinn "Dash" Jamieson For For
1d Elect Director Kevin J. Kennedy For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Digital Realty Trust, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1e Elect Director William G. LaPerch For Against
Blended Rationale: A vote AGAINST Laurence Chapman, Mary Hogan Preusse, William LaPerch and Mark Patterson is warranted for a material governance failure. The company's governing documents restrict shareholders ability to amend the company bylaws.
1f Elect Director Jean F.H.P. Mandeville For For
1g Elect Director Afshin Mohebbi For For
1h Elect Director Mark R. Patterson For Against
Blended Rationale: A vote AGAINST Laurence Chapman, Mary Hogan Preusse, William LaPerch and Mark Patterson is warranted for a material governance failure. The company's governing documents restrict shareholders ability to amend the company bylaws.
1i Elect Director Mary Hogan Preusse For Against
Blended Rationale: A vote AGAINST Laurence Chapman, Mary Hogan Preusse, William LaPerch and Mark Patterson is warranted for a material governance failure. The company's governing documents restrict shareholders ability to amend the company bylaws.
1j Elect Director Dennis E. Singleton For For
1k Elect Director A. William Stein For For
2 Ratify KPMG LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Exponent, Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: EXPO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director George H. Brown For For
1.2 Elect Director Catherine Ford Corrigan For For
1.3 Elect Director Paul R. Johnston For For
1.4 Elect Director Carol Lindstrom For For
1.5 Elect Director Karen A. Richardson For For
1.6 Elect Director John B. Shoven For For
1.7 Elect Director Debra L. Zumwalt For For
2 Ratify KPMG LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Exponent, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Fosun International Limited
Meeting Date: 06/03/2021 Country: Hong Kong Meeting Type: Annual Ticker: 656
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3a Elect Wang Qunbin as Director For For
3b Elect Xu Xiaoliang as Director For For
3c Elect Zhang Shengman as Director For For
3d Elect David T. Zhang as Director For For
3e Elect Zhuang Yuemin as Director For For
3f Elect Yu Qingfei as Director For For
3g Elect Tsang King Suen Katherine as Director For For
3h Authorize Board to Fix Remuneration of For For Directors
4 Approve Ernst & Young as Auditors and For For Authorize Board to Fix Their Remuneration
5 Authorize Repurchase of Issued Share Capital For For
6 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
7 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
8 Approve Grant of Options and Issuance of For Against Shares Under the Share Option Scheme and Old Share Option Scheme
Blended Rationale: A vote AGAINST this resolution is warranted because:- The company could be considered a mature company, and the limit under the Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive options under the Scheme are involved in the administration of the Scheme. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Fosun International Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9a Approve Grant of Specific Mandate to Issue For Against New Award Shares to Computershare Hong Kong Trustees Limited to Hold on Trust For Selected Participants For Participation in the Share Award Scheme and Related Transactions
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9b Approve Grant of Award Shares to Chen Qiyu For Against Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9c Approve Grant of Award Shares to Xu For Against Xiaoliang Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9d Approve Grant of Award Shares to Qin For Against Xuetang Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9e Approve Grant of Award Shares to Gong Ping For Against Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9f Approve Grant of Award Shares to Zhuang For Against Yuemin Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Fosun International Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9g Approve Grant of Award Shares to Yu Qingfei For Against Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9h Approve Grant of Award Shares to Zhang For Against Shengman Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9i Approve Grant of Award Shares to Zhang For Against Huaqiao Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9j Approve Grant of Award Shares to David T. For Against Zhang Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9k Approve Grant of Award Shares to Lee Kai-Fu For Against Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9l Approve Grant of Award Shares to Tsang King For Against Suen Katherine Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9m Approve Grant of Award Shares to Pan For Against Donghui Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Fosun International Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9n Approve Grant of Award Shares to Zhang For Against Houlin Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9o Approve Grant of Award Shares to Li Tao For Against Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9p Approve Grant of Award Shares to Jorge For Against Magalhães Correia Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9q Approve Grant of Award Shares to Wang For Against Jiping Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9r Approve Grant of Award Shares to Yao Fang For Against Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9s Approve Grant of Award Shares to Jin For Against Hualong Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9t Approve Grant of Award Shares to Peng For Against Yulong Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Fosun International Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9u Approve Grant of Award Shares to Gao Min For Against Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9v Approve Grant of Award Shares to Shi Kun For Against Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9w Approve Grant of Award Shares to Selected For Against Participants, Other Than those Persons Named in Resolutions 9b-9v, Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
9x Authorize Board to Deal With All Matters in For Against Relation to the Issuance of the New Award Shares Under the Share Award Scheme
Blended Rationale: A vote AGAINST these resolutions is warranted given the following:- The company could be considered a mature company, and the limit under the Award Scheme, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- Performance conditions and meaningful vesting periods have not been disclosed.- The directors eligible to receive awards under the Award Scheme are involved in the administration of the Award Scheme.
Gartner, Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: IT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Peter E. Bisson For For
1b Elect Director Richard J. Bressler For For
1c Elect Director Raul E. Cesan For For
1d Elect Director Karen E. Dykstra For For
1e Elect Director Anne Sutherland Fuchs For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Gartner, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1f Elect Director William O. Grabe For For
1g Elect Director Eugene A. Hall For For
1h Elect Director Stephen G. Pagliuca For For
1i Elect Director Eileen M. Serra For For
1j Elect Director James C. Smith For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify KPMG LLP as Auditors For For
4 Amend Qualified Employee Stock Purchase For For Plan
Globus Medical, Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: GMED
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director David D. Davidar For Against
Blended Rationale: A vote AGAINST David Davidar is warranted for serving as a non-independent member of certain key board committees.
1b Elect Director James R. Tobin For For
1c Elect Director Stephen T. Zarrilli For For
2 Approve Omnibus Stock Plan For Against
Blended Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors:- The plan permits repricing and/or exchange of grants without shareholder approval (overriding factor);- The plan permits cash buyout of awards without shareholder approval (overriding factor);- The plan cost is excessive;- The disclosure of change-in-control ("CIC") vesting treatment is incomplete (or is otherwise considered discretionary);- The plan permits liberal recycling of shares; and- The plan allows broad discretion to accelerate vesting.
3 Ratify Deloitte & Touche LLP as Auditors For For
4 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: HASI Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Jeffrey W. Eckel For For
1.2 Elect Director Clarence D. Armbrister For For
1.3 Elect Director Teresa M. Brenner For Against
Blended Rationale: A vote AGAINST incumbent governance committee members Teresa Brenner, Michael Eckhart, and Charles O'Neil is warranted for an ongoing material governance failure. The company's governing documents prohibit or restrict shareholders’ ability to amend the company bylaws.
1.4 Elect Director Michael T. Eckhart For Against
Blended Rationale: A vote AGAINST incumbent governance committee members Teresa Brenner, Michael Eckhart, and Charles O'Neil is warranted for an ongoing material governance failure. The company's governing documents prohibit or restrict shareholders’ ability to amend the company bylaws.
1.5 Elect Director Nancy C. Floyd For For
1.6 Elect Director Simone F. Lagomarsino For For
1.7 Elect Director Charles M. O'Neil For Against
Blended Rationale: A vote AGAINST incumbent governance committee members Teresa Brenner, Michael Eckhart, and Charles O'Neil is warranted for an ongoing material governance failure. The company's governing documents prohibit or restrict shareholders’ ability to amend the company bylaws.
1.8 Elect Director Richard J. Osborne For For
1.9 Elect Director Steven G. Osgood For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Hansoh Pharmaceutical Group Company Limited
Meeting Date: 06/03/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 3692
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3a Elect Lyu Aifeng as Director For Against
Blended Rationale: A vote AGAINST the election of Executive Director Aifeng Lyu is warranted given that the company has no formal nomination committee and the board is not majority independent. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Hansoh Pharmaceutical Group Company Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3b Elect Ma Cuifang as Director For For
3c Elect Lin Guoqiang as Director For For
3d Authorize Board to Fix Remuneration of For For Directors
4 Approve Ernst & Young as Auditors and For For Authorize Board to Fix Their Remuneration
5 Authorize Repurchase of Issued Share Capital For For
6 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
7 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
HubSpot, Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: HUBS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Brian Halligan For Against
Blended Rationale: A vote AGAINST director nominees Brian Halligan, Ron Gill, and Jill Ward is warranted given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1b Elect Director Ron Gill For Against
Blended Rationale: A vote AGAINST director nominees Brian Halligan, Ron Gill, and Jill Ward is warranted given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1c Elect Director Jill Ward For Against
Blended Rationale: A vote AGAINST director nominees Brian Halligan, Ron Gill, and Jill Ward is warranted given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Informa Plc
Meeting Date: 06/03/2021 Country: United Kingdom Meeting Type: Annual Ticker: INF
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Re-elect John Rishton as Director For For
2 Re-elect Stephen Carter as Director For For
3 Re-elect Stephen Davidson as Director For Against
Blended Rationale: A vote AGAINST this candidate is considered warranted because:- Davidson chairs the Remuneration Committee, a role that he has held since 2015. Recurring concerns have been identified around the Company's approach to executive pay, as the last three shareholder votes on the remuneration policy (one in 2018, and two in 2020) have been met with significant dissent. The latter of these, in relation to the General Meeting convened in December 2020, resulted in more than 40% of votes being cast against the proposed policy. The Remuneration Committee does not appear to have responded to the voting outcome in any meaningful way, and in fact made awards under the contentious Equity Revitalisation Plan approximately three weeks after the December 2020 General Meeting. Concerns are also raised in relation to the Committee's decision to use discretion to allow a vesting event under the FY2018 LTIP during the year, which would have otherwise lapsed.
4 Re-elect David Flaschen as Director For For
5 Re-elect Mary McDowell as Director For For
6 Elect Patrick Martell as Director For For
7 Re-elect Helen Owers as Director For For
8 Re-elect Gill Whitehead as Director For For
9 Re-elect Gareth Wright as Director For For
10 Accept Financial Statements and Statutory For For Reports
11 Approve Remuneration Report For Against
Blended Rationale: A vote AGAINST this resolution is considered warranted because:- Adjustments were made to the in-flight performance conditions attached to the FY2018 LTIP awards, resulting in a significant vesting event where awards would have otherwise lapsed; and- The Company went forward with awards under the contentious Equity Revitalisation Plan approximately three weeks after the General Meeting in December 2020, where over 40% of votes were cast against the scheme and the attendant remuneration policy.
12 Reappoint Deloitte LLP as Auditors For For
13 Authorise the Audit Committee to Fix For For Remuneration of Auditors
14 Authorise UK Political Donations and For For Expenditure
15 Authorise Issue of Equity For For
16 Authorise Issue of Equity without Pre-emptive For For Rights
17 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Informa Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
18 Authorise Market Purchase of Ordinary Shares For For
19 Authorise the Company to Call General For For Meeting with Two Weeks' Notice
Lincoln National Corporation
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: LNC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Deirdre P. Connelly For For
1.2 Elect Director William H. Cunningham For For
1.3 Elect Director Reginald E. Davis For For
1.4 Elect Director Dennis R. Glass For For
1.5 Elect Director George W. Henderson, III For For
1.6 Elect Director Eric G. Johnson For For
1.7 Elect Director Gary C. Kelly For For
1.8 Elect Director M. Leanne Lachman For For
1.9 Elect Director Michael F. Mee For For
1.10 Elect Director Patrick S. Pittard For For
1.11 Elect Director Lynn M. Utter For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Amend Special Meeting Right Provisions Against Against
5 Amend Proxy Access Right Against For
Blended Rationale: A vote FOR this proposal is warranted as it would enhance the company's proxy access right for shareholders while maintaining safeguards in the nomination process.
Molecular Templates, Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: MTEM Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Molecular Templates, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Jonathan Lanfear For Against
Blended Rationale: A vote AGAINST Jonathan Lanfear, Scott Morenstein, and Corazon (Corsee) Sanders is warranted given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
1.2 Elect Director Scott Morenstein For Against
Blended Rationale: A vote AGAINST Jonathan Lanfear, Scott Morenstein, and Corazon (Corsee) Sanders is warranted given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
1.3 Elect Director Corsee Sanders For Against
Blended Rationale: A vote AGAINST Jonathan Lanfear, Scott Morenstein, and Corazon (Corsee) Sanders is warranted given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Myriad Genetics, Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: MYGN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director S. Louise Phanstiel For For
1b Elect Director Daniel M. Skovronsky For For
1c Elect Director Daniel K. Spiegelman For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Netflix, Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: NFLX Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Netflix, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Richard N. Barton For Withhold
Blended Rationale: The board's transparency on its corporate governance philosophy and shareholder engagement efforts do not rise to a level that meaningfully addresses years of inaction on the part of the board on critical governance issues. As such, WITHHOLD votes are warranted for all incumbent director nominees.WITHHOLD votes are further warranted for Richard (Rich) Barton for serving on more than three public boards while serving as a CEO of an outside company.WITHHOLD votes are further warranted for compensation committee members Rodolphe Belmer and Anne Sweeney, due to poor responsiveness to low support for last year's say-on-pay proposal.
1b Elect Director Rodolphe Belmer For Withhold
Blended Rationale: The board's transparency on its corporate governance philosophy and shareholder engagement efforts do not rise to a level that meaningfully addresses years of inaction on the part of the board on critical governance issues. As such, WITHHOLD votes are warranted for all incumbent director nominees.WITHHOLD votes are further warranted for Richard (Rich) Barton for serving on more than three public boards while serving as a CEO of an outside company.WITHHOLD votes are further warranted for compensation committee members Rodolphe Belmer and Anne Sweeney, due to poor responsiveness to low support for last year's say-on-pay proposal.
1c Elect Director Bradford L. Smith For Withhold
Blended Rationale: The board's transparency on its corporate governance philosophy and shareholder engagement efforts do not rise to a level that meaningfully addresses years of inaction on the part of the board on critical governance issues. As such, WITHHOLD votes are warranted for all incumbent director nominees.WITHHOLD votes are further warranted for Richard (Rich) Barton for serving on more than three public boards while serving as a CEO of an outside company.WITHHOLD votes are further warranted for compensation committee members Rodolphe Belmer and Anne Sweeney, due to poor responsiveness to low support for last year's say-on-pay proposal.
1d Elect Director Anne M. Sweeney For Withhold
Blended Rationale: The board's transparency on its corporate governance philosophy and shareholder engagement efforts do not rise to a level that meaningfully addresses years of inaction on the part of the board on critical governance issues. As such, WITHHOLD votes are warranted for all incumbent director nominees.WITHHOLD votes are further warranted for Richard (Rich) Barton for serving on more than three public boards while serving as a CEO of an outside company.WITHHOLD votes are further warranted for compensation committee members Rodolphe Belmer and Anne Sweeney, due to poor responsiveness to low support for last year's say-on-pay proposal.
2 Ratify Ernst & Young LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. Following low support for this proposal for consecutive years, the compensation committee engaged with shareholders but did not disclose with sufficient specificity the compensation concerns leading to the low support. Further, the committee determined to make no material changes to the pay program, indicating poor responsiveness.There are additional ongoing concerns regarding pay structure. NEO pay primarily consists of base salaries and grants of fully-vested stock option awards. While the board sets NEO total pay levels for the year, the NEOs themselves select the form in which their pay is delivered. This has resulted in excessive base salaries for certain NEOs – notably a $20 million salary for co-CEO Sarandos. The lack of any time- or performance-vesting criteria on incentive pay is problematic.
4 Report on Political Contributions Against For
Blended Rationale: A vote this FOR resolution is warranted, as additional disclosure of the company's political contributions, including trade association memberships and payments, and the company's oversight mechanisms regarding those contributions would allow shareholders to better assess related risks. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Netflix, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Adopt Simple Majority Vote Against For
Blended Rationale: A vote FOR this proposal is warranted given that elimination of the supermajority vote requirement would enhance shareholders' rights.
6 Improve the Executive Compensation Against Against Philosophy
Blended Rationale: A vote AGAINST this proposal is warranted, as the proponent has not sufficiently demonstrated that a focus on reducing the CEO-employee pay ratio figure is a needed addition to the company's compensation philosophy. While there are compensation-related concerns at the company, it is unclear whether reducing the CEO pay ratio, which is the proponent's primary focus, would address investors' concerns or meaningfully improve pay stewardship.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Richard N. Barton For Withhold
Blended Rationale: The board's transparency on its corporate governance philosophy and shareholder engagement efforts do not rise to a level that meaningfully addresses years of inaction on the part of the board on critical governance issues. As such, WITHHOLD votes are warranted for all incumbent director nominees.WITHHOLD votes are further warranted for Richard (Rich) Barton for serving on more than three public boards while serving as a CEO of an outside company.
1b Elect Director Rodolphe Belmer For Withhold
Blended Rationale: The board's transparency on its corporate governance philosophy and shareholder engagement efforts do not rise to a level that meaningfully addresses years of inaction on the part of the board on critical governance issues. As such, WITHHOLD votes are warranted for all incumbent director nominees.WITHHOLD votes are further warranted for compensation committee members Rodolphe Belmer and Anne Sweeney, due to poor responsiveness to low support for last year's say-on-pay proposal.
1c Elect Director Bradford L. Smith For Withhold
Blended Rationale: The board's transparency on its corporate governance philosophy and shareholder engagement efforts do not rise to a level that meaningfully addresses years of inaction on the part of the board on critical governance issues. As such, WITHHOLD votes are warranted for all incumbent director nominees.
1d Elect Director Anne M. Sweeney For Withhold
Blended Rationale: The board's transparency on its corporate governance philosophy and shareholder engagement efforts do not rise to a level that meaningfully addresses years of inaction on the part of the board on critical governance issues. As such, WITHHOLD votes are warranted for all incumbent director nominees.WITHHOLD votes are further warranted for compensation committee members Rodolphe Belmer and Anne Sweeney, due to poor responsiveness to low support for last year's say-on-pay proposal.
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. Following low support for this proposal for consecutive years, the compensation committee engaged with shareholders but did not disclose with sufficient specificity the compensation concerns leading to the low support. Further, the committee determined to make no material changes to the pay program, indicating poor responsiveness.There are additional ongoing concerns regarding pay structure. NEO pay primarily consists of base salaries and grants of fully-vested stock option awards. While the board sets NEO total pay levels for the year, the NEOs themselves select the form in which their pay is delivered. This has resulted in excessive base salaries for certain NEOs – notably a $20 million salary for co-CEO Sarandos. The lack of any time- or performance-vesting criteria on incentive pay is problematic. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Netflix, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Report on Political Contributions Against For
Blended Rationale: A vote this FOR resolution is warranted, as additional disclosure of the company's political contributions, including trade association memberships and payments, and the company's oversight mechanisms regarding those contributions would allow shareholders to better assess related risks.
5 Adopt Simple Majority Vote Against For
Blended Rationale: A vote FOR this proposal is warranted given that elimination of the supermajority vote requirement would enhance shareholders' rights.
6 Improve the Executive Compensation Against Against Philosophy
NIO Inc.
Meeting Date: 06/03/2021 Country: Cayman Islands Meeting Type: Special Ticker: NIO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders
1 Amend Articles For For
NVIDIA Corporation
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: NVDA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Robert K. Burgess For For
1b Elect Director Tench Coxe For For
1c Elect Director John O. Dabiri For For
1d Elect Director Persis S. Drell For For
1e Elect Director Jen-Hsun Huang For For
1f Elect Director Dawn Hudson For For
1g Elect Director Harvey C. Jones For For
1h Elect Director Michael G. McCaffery For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
NVIDIA Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1i Elect Director Stephen C. Neal For For
1j Elect Director Mark L. Perry For For
1k Elect Director A. Brooke Seawell For For
1l Elect Director Aarti Shah For For
1m Elect Director Mark A. Stevens For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Auditors
4 Increase Authorized Common Stock For For
Blended Rationale: A vote AGAINST this proposal is warranted, as the proposed increase in the number of authorized shares is excessive.
Omega Healthcare Investors, Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: OHI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kapila K. Anand For For
1.2 Elect Director Craig R. Callen For For
1.3 Elect Director Barbara B. Hill For For
1.4 Elect Director Kevin J. Jacobs For For
1.5 Elect Director Edward Lowenthal For For
1.6 Elect Director C. Taylor Pickett For For
1.7 Elect Director Stephen D. Plavin For For
1.8 Elect Director Burke W. Whitman For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sarepta Therapeutics, Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: SRPT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Richard J. Barry For For
1.2 Elect Director M. Kathleen Behrens For For
1.3 Elect Director Claude Nicaise For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify KPMG LLP as Auditors For For
Silergy Corp.
Meeting Date: 06/03/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 6415
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Consolidated Financial Statements
2 Approve Profit Distribution For For
3 Amend Rules and Procedures for Election of For For Directors and Independent Directors
4 Amend Rules and Procedures Regarding For For Shareholder's General Meeting
5 Approve Issuance of Restricted Stocks For For
Sirius XM Holdings Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: SIRI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director David A. Blau For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sirius XM Holdings Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Eddy W. Hartenstein For For
1.3 Elect Director Robin P. Hickenlooper For For
1.4 Elect Director James P. Holden For For
1.5 Elect Director Gregory B. Maffei For Withhold
Blended Rationale: WITHHOLD votes are warranted for Gregory (Greg) Maffei and James Meyer for serving as non-independent members of a key board committee.WITHHOLD votes are warranted for Gregory (Greg) Maffei and David Zaslav for serving on more than three public boards while serving as CEOs of outside companies.A vote FOR the remaining director nominees is warranted.
1.6 Elect Director Evan D. Malone For For
1.7 Elect Director James E. Meyer For Withhold
Blended Rationale: WITHHOLD votes are warranted for Gregory (Greg) Maffei and James Meyer for serving as non-independent members of a key board committee.WITHHOLD votes are warranted for Gregory (Greg) Maffei and David Zaslav for serving on more than three public boards while serving as CEOs of outside companies.A vote FOR the remaining director nominees is warranted.
1.8 Elect Director Jonelle Procope For For
1.9 Elect Director Michael Rapino For For
1.10 Elect Director Kristina M. Salen For For
1.11 Elect Director Carl E. Vogel For For
1.12 Elect Director Jennifer C. Witz For For
1.13 Elect Director David M. Zaslav For Withhold
Blended Rationale: WITHHOLD votes are warranted for Gregory (Greg) Maffei and James Meyer for serving as non-independent members of a key board committee.WITHHOLD votes are warranted for Gregory (Greg) Maffei and David Zaslav for serving on more than three public boards while serving as CEOs of outside companies.A vote FOR the remaining director nominees is warranted.
2 Ratify KPMG LLP as Auditors For For
Sunrun Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: RUN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Katherine August-deWilde For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Gerald Risk and Katherine August-deWilde (i) given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights, and (ii) for failure to address the majority against vote on a director nominee at last year's annual meeting. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sunrun Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Gerald Risk For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Gerald Risk and Katherine August-deWilde (i) given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights, and (ii) for failure to address the majority against vote on a director nominee at last year's annual meeting.
1.3 Elect Director Sonita Lontoh For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Report on the Impact of the Use of Mandatory Against For Arbitration on Employees and Workplace Culture
Blended Rationale: A vote FOR this resolution is warranted as additional information on the company's policies regarding mandatory arbitration for harassment and discrimination cases would shed light on the practice and could result in improved recruitment and retention. It could also allow shareholders to better assess the risks associated with the company's use of arbitration agreements.
Synnex Technology International Corp.
Meeting Date: 06/03/2021 Country: Taiwan Meeting Type: Annual Ticker: 2347
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements For For
2 Approve Plan on Profit Distribution For For
3 Approve Amendments to Rules and For For Procedures Regarding Shareholder's General Meeting
ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
4.1 Elect Miau, Matthew Feng Chiang, a For For Representative of Mei-Feng Inc, with SHAREHOLDER NO.249508, as Non-independent Director
4.2 Elect Tu Shu-Wu, with SHAREHOLDER NO.99, For For as Non-independent Director
4.3 Elect Chou The-Chien, a Representative of For For Mitac Inc., with SHAREHOLDER NO.2, as Non-independent Director Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Synnex Technology International Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4.4 Elect Yang Hsiang-Yun, a Representative of For For Mitac Inc., with SHAREHOLDER NO.2, as Non-independent Director
4.5 Elect Hsuan Chien-Shen, with SHAREHOLDER For For NO.A102948XXX as Independent Director
4.6 Elect Yeh Kuang-Shih, with SHAREHOLDER For For NO.U101317XXX as Independent Director
4.7 Elect Ling-Long Shen, with SHAREHOLDER For For NO.X100005XXX as Independent Director
5 Approve Release of Restrictions of For For Competitive Activities of Directors
The Descartes Systems Group Inc.
Meeting Date: 06/03/2021 Country: Canada Meeting Type: Annual Ticker: DSG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Deepak Chopra For For
1.2 Elect Director Deborah Close For For
1.3 Elect Director Eric A. Demirian For For
1.4 Elect Director Dennis Maple For For
1.5 Elect Director Chris Muntwyler For For
1.6 Elect Director Jane O'Hagan For For
1.7 Elect Director Edward J. Ryan For For
1.8 Elect Director John J. Walker For For
2 Approve KPMG LLP as Auditors and Authorize For For Board to Fix Their Remuneration
3 Advisory Vote on Executive Compensation For For Approach
T-Mobile US, Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: TMUS Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
T-Mobile US, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Marcelo Claure For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directors.WITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.WITHHOLD votes are further warranted for compensation committee members Christian Illek, Marcelo Claure, Raphael Kubler, and Kelvin Westbrook, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. CEO Sievert and NEO Ray each received a large one-time equity award, for which the goals are not particularly rigorous or certain forward-looking goals are not disclosed. In addition, the relative TSR metric under the LTI program targets median performance. Further, the FY20 STI program was modified, resulting in above-target payouts.Significant risks to shareholders stemming from moderate to severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against, manage and mitigate material environmental, social and governance risks. In addition, the company does not have any public reports or information on its website about its sustainability strategy or communications regarding its environmental and social performance.* WITHHOLD votes for board chair Timotheus (Tim) Hoettges are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.A vote FOR the remaining director nominees is warranted.
1.2 Elect Director Srikant M. Datar For For
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directors.WITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.WITHHOLD votes are further warranted for compensation committee members Christian Illek, Marcelo Claure, Raphael Kubler, and Kelvin Westbrook, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. CEO Sievert and NEO Ray each received a large one-time equity award, for which the goals are not particularly rigorous or certain forward-looking goals are not disclosed. In addition, the relative TSR metric under the LTI program targets median performance. Further, the FY20 STI program was modified, resulting in above-target payouts.Significant risks to shareholders stemming from moderate to severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against, manage and mitigate material environmental, social and governance risks. In addition, the company does not have any public reports or information on its website about its sustainability strategy or communications regarding its environmental and social performance.* WITHHOLD votes for board chair Timotheus (Tim) Hoettges are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.A vote FOR the remaining director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
T-Mobile US, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.3 Elect Director Bavan M. Holloway For For
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directors.WITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.WITHHOLD votes are further warranted for compensation committee members Christian Illek, Marcelo Claure, Raphael Kubler, and Kelvin Westbrook, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. CEO Sievert and NEO Ray each received a large one-time equity award, for which the goals are not particularly rigorous or certain forward-looking goals are not disclosed. In addition, the relative TSR metric under the LTI program targets median performance. Further, the FY20 STI program was modified, resulting in above-target payouts.Significant risks to shareholders stemming from moderate to severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against, manage and mitigate material environmental, social and governance risks. In addition, the company does not have any public reports or information on its website about its sustainability strategy or communications regarding its environmental and social performance.* WITHHOLD votes for board chair Timotheus (Tim) Hoettges are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.A vote FOR the remaining director nominees is warranted.
1.4 Elect Director Timotheus Hottges For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directors.WITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.WITHHOLD votes are further warranted for compensation committee members Christian Illek, Marcelo Claure, Raphael Kubler, and Kelvin Westbrook, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. CEO Sievert and NEO Ray each received a large one-time equity award, for which the goals are not particularly rigorous or certain forward-looking goals are not disclosed. In addition, the relative TSR metric under the LTI program targets median performance. Further, the FY20 STI program was modified, resulting in above-target payouts.Significant risks to shareholders stemming from moderate to severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against, manage and mitigate material environmental, social and governance risks. In addition, the company does not have any public reports or information on its website about its sustainability strategy or communications regarding its environmental and social performance.* WITHHOLD votes for board chair Timotheus (Tim) Hoettges are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.A vote FOR the remaining director nominees is warranted.
1.5 Elect Director Christian P. Illek For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directors.WITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.WITHHOLD votes are further warranted for compensation committee members Christian Illek, Marcelo Claure, Raphael Kubler, and Kelvin Westbrook, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. CEO Sievert and NEO Ray each received a large one-time equity award, for which the goals are not particularly rigorous or certain forward-looking goals are not disclosed. In addition, the relative TSR metric under the LTI program targets median performance. Further, the FY20 STI program was modified, resulting in above-target payouts.Significant risks to shareholders stemming from moderate to severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against, manage and mitigate material environmental, social and governance risks. In addition, the company does not have any public reports or information on its website about its sustainability strategy or communications regarding its environmental and social performance.* WITHHOLD votes for board chair Timotheus (Tim) Hoettges are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.A vote FOR the remaining director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
T-Mobile US, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.6 Elect Director Raphael Kubler For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directors.WITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.WITHHOLD votes are further warranted for compensation committee members Christian Illek, Marcelo Claure, Raphael Kubler, and Kelvin Westbrook, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. CEO Sievert and NEO Ray each received a large one-time equity award, for which the goals are not particularly rigorous or certain forward-looking goals are not disclosed. In addition, the relative TSR metric under the LTI program targets median performance. Further, the FY20 STI program was modified, resulting in above-target payouts.Significant risks to shareholders stemming from moderate to severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against, manage and mitigate material environmental, social and governance risks. In addition, the company does not have any public reports or information on its website about its sustainability strategy or communications regarding its environmental and social performance.* WITHHOLD votes for board chair Timotheus (Tim) Hoettges are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.A vote FOR the remaining director nominees is warranted.
1.7 Elect Director Thorsten Langheim For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directors.WITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.WITHHOLD votes are further warranted for compensation committee members Christian Illek, Marcelo Claure, Raphael Kubler, and Kelvin Westbrook, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. CEO Sievert and NEO Ray each received a large one-time equity award, for which the goals are not particularly rigorous or certain forward-looking goals are not disclosed. In addition, the relative TSR metric under the LTI program targets median performance. Further, the FY20 STI program was modified, resulting in above-target payouts.Significant risks to shareholders stemming from moderate to severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against, manage and mitigate material environmental, social and governance risks. In addition, the company does not have any public reports or information on its website about its sustainability strategy or communications regarding its environmental and social performance.* WITHHOLD votes for board chair Timotheus (Tim) Hoettges are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.A vote FOR the remaining director nominees is warranted.
1.8 Elect Director Dominique Leroy For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directors.WITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.WITHHOLD votes are further warranted for compensation committee members Christian Illek, Marcelo Claure, Raphael Kubler, and Kelvin Westbrook, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. CEO Sievert and NEO Ray each received a large one-time equity award, for which the goals are not particularly rigorous or certain forward-looking goals are not disclosed. In addition, the relative TSR metric under the LTI program targets median performance. Further, the FY20 STI program was modified, resulting in above-target payouts.Significant risks to shareholders stemming from moderate to severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against, manage and mitigate material environmental, social and governance risks. In addition, the company does not have any public reports or information on its website about its sustainability strategy or communications regarding its environmental and social performance.* WITHHOLD votes for board chair Timotheus (Tim) Hoettges are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.A vote FOR the remaining director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
T-Mobile US, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.9 Elect Director G. Michael (Mike) Sievert For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directors.WITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.WITHHOLD votes are further warranted for compensation committee members Christian Illek, Marcelo Claure, Raphael Kubler, and Kelvin Westbrook, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. CEO Sievert and NEO Ray each received a large one-time equity award, for which the goals are not particularly rigorous or certain forward-looking goals are not disclosed. In addition, the relative TSR metric under the LTI program targets median performance. Further, the FY20 STI program was modified, resulting in above-target payouts.Significant risks to shareholders stemming from moderate to severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against, manage and mitigate material environmental, social and governance risks. In addition, the company does not have any public reports or information on its website about its sustainability strategy or communications regarding its environmental and social performance.* WITHHOLD votes for board chair Timotheus (Tim) Hoettges are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.A vote FOR the remaining director nominees is warranted.
1.10 Elect Director Teresa A. Taylor For For
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directors.WITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.WITHHOLD votes are further warranted for compensation committee members Christian Illek, Marcelo Claure, Raphael Kubler, and Kelvin Westbrook, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. CEO Sievert and NEO Ray each received a large one-time equity award, for which the goals are not particularly rigorous or certain forward-looking goals are not disclosed. In addition, the relative TSR metric under the LTI program targets median performance. Further, the FY20 STI program was modified, resulting in above-target payouts.Significant risks to shareholders stemming from moderate to severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against, manage and mitigate material environmental, social and governance risks. In addition, the company does not have any public reports or information on its website about its sustainability strategy or communications regarding its environmental and social performance.* WITHHOLD votes for board chair Timotheus (Tim) Hoettges are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.A vote FOR the remaining director nominees is warranted.
1.11 Elect Director Omar Tazi For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directors.WITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.WITHHOLD votes are further warranted for compensation committee members Christian Illek, Marcelo Claure, Raphael Kubler, and Kelvin Westbrook, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. CEO Sievert and NEO Ray each received a large one-time equity award, for which the goals are not particularly rigorous or certain forward-looking goals are not disclosed. In addition, the relative TSR metric under the LTI program targets median performance. Further, the FY20 STI program was modified, resulting in above-target payouts.Significant risks to shareholders stemming from moderate to severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against, manage and mitigate material environmental, social and governance risks. In addition, the company does not have any public reports or information on its website about its sustainability strategy or communications regarding its environmental and social performance.* WITHHOLD votes for board chair Timotheus (Tim) Hoettges are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.A vote FOR the remaining director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
T-Mobile US, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.12 Elect Director Kelvin R. Westbrook For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directors.WITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.WITHHOLD votes are further warranted for compensation committee members Christian Illek, Marcelo Claure, Raphael Kubler, and Kelvin Westbrook, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. CEO Sievert and NEO Ray each received a large one-time equity award, for which the goals are not particularly rigorous or certain forward-looking goals are not disclosed. In addition, the relative TSR metric under the LTI program targets median performance. Further, the FY20 STI program was modified, resulting in above-target payouts.Significant risks to shareholders stemming from moderate to severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against, manage and mitigate material environmental, social and governance risks. In addition, the company does not have any public reports or information on its website about its sustainability strategy or communications regarding its environmental and social performance.* WITHHOLD votes for board chair Timotheus (Tim) Hoettges are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.A vote FOR the remaining director nominees is warranted.
1.13 Elect Director Michael Wilkens For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directors.WITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.WITHHOLD votes are further warranted for compensation committee members Christian Illek, Marcelo Claure, Raphael Kubler, and Kelvin Westbrook, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. CEO Sievert and NEO Ray each received a large one-time equity award, for which the goals are not particularly rigorous or certain forward-looking goals are not disclosed. In addition, the relative TSR metric under the LTI program targets median performance. Further, the FY20 STI program was modified, resulting in above-target payouts.Significant risks to shareholders stemming from moderate to severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against, manage and mitigate material environmental, social and governance risks. In addition, the company does not have any public reports or information on its website about its sustainability strategy or communications regarding its environmental and social performance.* WITHHOLD votes for board chair Timotheus (Tim) Hoettges are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.A vote FOR the remaining director nominees is warranted.
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
Proposal Vote Number Proposal Text Mgmt Rec Instruction Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
T-Mobile US, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Marcelo Claure For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directorsWITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.WITHHOLD votes are further warranted for compensation committee members Christian Illek, Marcelo Claure, Raphael Kubler, and Kelvin Westbrook, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. CEO Sievert and NEO Ray each received a large one-time equity award, for which the goals are not particularly rigorous or certain forward-looking goals are not disclosed. In addition, the relative TSR metric under the LTI program targets median performance. Further, the FY20 STI program was modified, resulting in above-target payouts.
1.2 Elect Director Srikant M. Datar For For
1.3 Elect Director Bavan M. Holloway For For
1.4 Elect Director Timotheus Hottges For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directors. Significant risks to shareholders stemming from moderate to severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against, manage and mitigate material environmental, social and governance risks. In addition, the company does not have any public reports or information on its website about its sustainability strategy or communications regarding its environmental and social performance.WITHHOLD votes for board chair Timotheus (Tim) Hoettges are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.
1.5 Elect Director Christian P. Illek For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directorsWITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.WITHHOLD votes are further warranted for compensation committee members Christian Illek, Marcelo Claure, Raphael Kubler, and Kelvin Westbrook, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. CEO Sievert and NEO Ray each received a large one-time equity award, for which the goals are not particularly rigorous or certain forward-looking goals are not disclosed. In addition, the relative TSR metric under the LTI program targets median performance. Further, the FY20 STI program was modified, resulting in above-target payouts.
1.6 Elect Director Raphael Kubler For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directorsWITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.WITHHOLD votes are further warranted for compensation committee members Christian Illek, Marcelo Claure, Raphael Kubler, and Kelvin Westbrook, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. CEO Sievert and NEO Ray each received a large one-time equity award, for which the goals are not particularly rigorous or certain forward-looking goals are not disclosed. In addition, the relative TSR metric under the LTI program targets median performance. Further, the FY20 STI program was modified, resulting in above-target payouts.
1.7 Elect Director Thorsten Langheim For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directors Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
T-Mobile US, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.8 Elect Director Dominique Leroy For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directorsWITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.
1.9 Elect Director G. Michael (Mike) Sievert For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directors
1.10 Elect Director Teresa A. Taylor For For
1.11 Elect Director Omar Tazi For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directors
1.12 Elect Director Kelvin R. Westbrook For Withhold
Blended Rationale: WITHHOLD votes are further warranted for compensation committee members Christian Illek, Marcelo Claure, Raphael Kubler, and Kelvin Westbrook, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. CEO Sievert and NEO Ray each received a large one-time equity award, for which the goals are not particularly rigorous or certain forward-looking goals are not disclosed. In addition, the relative TSR metric under the LTI program targets median performance. Further, the FY20 STI program was modified, resulting in above-target payouts.
1.13 Elect Director Michael Wilkens For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Timotheus (Tim) Hoettges, G. Michael (Mike) Sievert, Christian Illek, Marcelo Claure, Raphael Kubler, Thorsten Langheim, Dominique Leroy, Omar Tazi and Michael Wilkens for failing to establish a board on which a majority of the directors are independent directorsWITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
Trane Technologies Plc
Meeting Date: 06/03/2021 Country: Ireland Meeting Type: Annual Ticker: TT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Kirk E. Arnold For For
Blended Rationale: A vote FOR the director nominees is warranted.
1b Elect Director Ann C. Berzin For For
Blended Rationale: A vote FOR the director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Trane Technologies Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1c Elect Director John Bruton For For
Blended Rationale: A vote FOR the director nominees is warranted.
1d Elect Director Jared L. Cohon For For
Blended Rationale: A vote FOR the director nominees is warranted.
1e Elect Director Gary D. Forsee For For
Blended Rationale: A vote FOR the director nominees is warranted.
1f Elect Director Linda P. Hudson For For
Blended Rationale: A vote FOR the director nominees is warranted.
1g Elect Director Michael W. Lamach For For
Blended Rationale: A vote FOR the director nominees is warranted.
1h Elect Director Myles P. Lee For For
Blended Rationale: A vote FOR the director nominees is warranted.
1i Elect Director April Miller Boise For For
Blended Rationale: A vote FOR the director nominees is warranted.
1j Elect Director Karen B. Peetz For For
Blended Rationale: A vote FOR the director nominees is warranted.
1k Elect Director John P. Surma For For
Blended Rationale: A vote FOR the director nominees is warranted.
1l Elect Director Tony L. White For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted, with caution. The change in pension value constituted a large portion of the CEO's reported pay for FY20 and FY19; however, adjusting for this, the CEO's targeted total pay was mostly flat. Some goal rigor concerns are raised. Specifically, STI targets were set below the prior year's targets and actual results with no specific rationale nor a lowered pay opportunity, and the committee exercised upward discretion in payouts due to the pandemic. Additionally, the relative metrics target merely median performance with no vesting cap for negative TSR. However, STI payouts remained at target amid strong TSR performance, and the STI program continues to be largely based on pre-set financial goals. Further, half of the equity awards are performance-based with clearly disclosed multi-year goals. Nevertheless, close shareholder monitoring is warranted with respect to incentive program goal setting and payouts.
3 Approve PricewaterhouseCoopers LLP as For For Auditors and Authorize Board to Fix Their Remuneration
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
4 Authorize Issue of Equity For For
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Trane Technologies Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Renew Directors' Authority to Issue Shares For For for Cash
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
6 Authorize Reissuance of Repurchased Shares For For
Blended Rationale: A vote FOR this resolution is warranted. This is a routine item for the companies incorporated in Ireland and no significant concerns have been identified.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Kirk E. Arnold For Do Not Vote
1b Elect Director Ann C. Berzin For Do Not Vote
1c Elect Director John Bruton For Do Not Vote
1d Elect Director Jared L. Cohon For Do Not Vote
1e Elect Director Gary D. Forsee For Do Not Vote
1f Elect Director Linda P. Hudson For Do Not Vote
1g Elect Director Michael W. Lamach For Do Not Vote
1h Elect Director Myles P. Lee For Do Not Vote
1i Elect Director April Miller Boise For Do Not Vote
1j Elect Director Karen B. Peetz For Do Not Vote
1k Elect Director John P. Surma For Do Not Vote
1l Elect Director Tony L. White For Do Not Vote
2 Advisory Vote to Ratify Named Executive For Do Not Officers' Compensation Vote
3 Approve PricewaterhouseCoopers LLP as For Do Not Auditors and Authorize Board to Fix Their Vote Remuneration
4 Authorize Issue of Equity For Do Not Vote
5 Renew Directors' Authority to Issue Shares For Do Not for Cash Vote Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Trane Technologies Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Authorize Reissuance of Repurchased Shares For Do Not Vote
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Kirk E. Arnold For For
1b Elect Director Ann C. Berzin For For
1c Elect Director John Bruton For For
1d Elect Director Jared L. Cohon For For
1e Elect Director Gary D. Forsee For For
1f Elect Director Linda P. Hudson For For
1g Elect Director Michael W. Lamach For For
1h Elect Director Myles P. Lee For For
1i Elect Director April Miller Boise For For
1j Elect Director Karen B. Peetz For For
1k Elect Director John P. Surma For For
1l Elect Director Tony L. White For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Approve PricewaterhouseCoopers LLP as For For Auditors and Authorize Board to Fix Their Remuneration
4 Authorize Issue of Equity For For
5 Renew Directors' Authority to Issue Shares For For for Cash
6 Authorize Reissuance of Repurchased Shares For For
VEREIT, Inc.
Meeting Date: 06/03/2021 Country: USA Meeting Type: Annual Ticker: VER Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
VEREIT, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Glenn J. Rufrano For For
1b Elect Director Hugh R. Frater For For
1c Elect Director Priscilla Almodovar For For
1d Elect Director David B. Henry For Against
Blended Rationale: A vote AGAINST Nominating and Corporate Governance Committee chair David Henry is warranted, as the board unilaterally adopted an unduly restrictive exclusive forum bylaw and has not submitted it to a shareholder vote.
1e Elect Director Mary Hogan Preusse For For
1f Elect Director Richard J. Lieb For For
1g Elect Director Eugene A. Pinover For For
1h Elect Director Julie G. Richardson For For
1i Elect Director Susan E. Skerritt For For
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Approve Omnibus Stock Plan For For
5 Amend Charter to Allow Shareholders to For For Amend Bylaws
Absa Group Ltd.
Meeting Date: 06/04/2021 Country: South Africa Meeting Type: Annual Ticker: ABG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Reappoint Ernst & Young Inc as Auditors with For For Ranesh Hariparsad as the Designated Auditor
2 Appoint KPMG Inc as Auditors with Heather For For Berrange as the Designated Auditor
3.1 Re-elect Alex Darko as Director For For
3.2 Re-elect Daisy Naidoo as Director For For
3.3 Re-elect Francis Okomo-Okello as Director For For
3.4 Re-elect Sipho Pityana as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Absa Group Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.5 Re-elect Tasneem Abdool-Samad as Director For For
4.1 Elect Fulvio Tonelli as Director For For
4.2 Re-elect Rene van Wyk as Director For For
4.3 Elect Nonhlanhla Mjoli-Mncube as Director For For
5.1 Re-elect Alex Darko as Member of the Group For For Audit and Compliance Committee
5.2 Re-elect Daisy Naidoo as Member of the For For Group Audit and Compliance Committee
5.3 Re-elect Tasneem Abdool-Samad as Member For For of the Group Audit and Compliance Committee
5.4 Re-elect Swithin Munyantwali as Member of For For the Group Audit and Compliance Committee
6 Place Authorised but Unissued Shares under For For Control of Directors
7 Approve Remuneration Policy For For
8 Approve Remuneration Implementation For For Report
9 Approve Remuneration of Non-executive For For Directors
10 Authorise Repurchase of Issued Share Capital For For
11 Approve Financial Assistance in Terms of For For Section 45 of the Companies Act
Axsome Therapeutics, Inc.
Meeting Date: 06/04/2021 Country: USA Meeting Type: Annual Ticker: AXSM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Herriot Tabuteau For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Herriot Tabuteau and Mark Coleman given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the charter and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Mark Coleman For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Herriot Tabuteau and Mark Coleman given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the charter and the classified board, each of which adversely impacts shareholder rights.WITHHOLD votes are warranted for incumbent Nominating Committee member Mark Coleman for lack of gender diversity on the board. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Axsome Therapeutics, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year
Bruker Corporation
Meeting Date: 06/04/2021 Country: USA Meeting Type: Annual Ticker: BRKR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director William A. Linton For For
1.2 Elect Director Adelene Q. Perkins For Withhold
Blended Rationale: WITHHOLD votes are warranted for audit committee members Adelene Perkins and Robert (Bob) Rosenthal for concerns regarding risk oversight in light of the pledging of a significant amount of the company's common stock.A vote FOR William Linton is warranted.
1.3 Elect Director Robert Rosenthal For Withhold
Blended Rationale: WITHHOLD votes are warranted for audit committee members Adelene Perkins and Robert (Bob) Rosenthal for concerns regarding risk oversight in light of the pledging of a significant amount of the company's common stock.A vote FOR William Linton is warranted.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Auditors
China Merchants Securities Co., Ltd.
Meeting Date: 06/04/2021 Country: China Meeting Type: Annual Ticker: 6099
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve Working Report of the Board For For
2 Approve Working Report of the Supervisory For For Committee Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China Merchants Securities Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Approve Duty Report of Independent For For Directors
4 Approve Annual Report For For
5 Approve Final Accounts Report For For
6 Approve Profit Distribution Plan For For
7 Approve Budget for Proprietary Investment For For
8 Approve Deloitte Touche Tohmatsu Certified For For Public Accountants LLP (Special General Partnership) and Deloitte Touche Tohmatsu as Auditors and Internal Control Auditor and Authorize Board to Fix Their Remuneration
RESOLUTIONS IN RELATION TO THE CONTEMPLATED ORDINARY RELATED PARTY TRANSACTIONS
9.01 Approve Contemplated Ordinary Related Party For For Transactions with China Merchants Bank Co., Ltd. and Its Subsidiaries
9.02 Approve Contemplated Ordinary Related Party For For Transactions with China Merchants Group Limited and Its Associates
9.03 Approve Contemplated Ordinary Related Party For For Transactions with Other Related Parties of China Merchants Group Limited
9.04 Approve Contemplated Ordinary Related Party For For Transactions with China COSCO Shipping Corporation Limited and Its Associates
9.05 Approve Contemplated Ordinary Related Party For For Transactions with Other Related Parties of China COSCO Shipping Corporation Limited
9.06 Approve Contemplated Ordinary Related Party For For Transactions with The People's Insurance Company (Group) of China Limited and Its Related Parties
9.07 Approve Contemplated Ordinary Related Party For For Transactions with the Directors, Supervisors and Senior Management of the Company
9.08 Approve Contemplated Ordinary Related Party For For Transactions with Other Related Natural Persons
9.09 Approve Contemplated Ordinary Related Party For For Transactions with Other Related Parties
10 Approve Provision of Guarantees by China For For Merchants Securities International Company Limited and Its Wholly-Owned Subsidiaries
11 Approve Shareholders' Return Plan For For
12 Elect Liu Weiwu as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China Merchants Securities Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
13 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights for Additional H Shares
Blended Rationale: A vote AGAINST this resolution is warranted for the following:- The H share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
Citrix Systems, Inc.
Meeting Date: 06/04/2021 Country: USA Meeting Type: Annual Ticker: CTXS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Robert M. Calderoni For For
1b Elect Director Nanci E. Caldwell For For
1c Elect Director Murray J. Demo For For
1d Elect Director Ajei S. Gopal For For
1e Elect Director David J. Henshall For For
1f Elect Director Thomas E. Hogan For For
1g Elect Director Moira A. Kilcoyne For For
1h Elect Director Robert E. Knowling, Jr. For For
1i Elect Director Peter J. Sacripanti For For
1j Elect Director J. Donald Sherman For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Adopt Simple Majority Vote None For
CPH Chemie + Papier Holding AG
Meeting Date: 06/04/2021 Country: Switzerland Meeting Type: Extraordinary Ticker: CPHN Shareholders Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
CPH Chemie + Papier Holding AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Merger Agreement with Uetikon For For Industrieholding AG
2 Transact Other Business (Voting) For Against
Blended Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Garmin Ltd.
Meeting Date: 06/04/2021 Country: Switzerland Meeting Type: Annual Ticker: GRMN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Consolidated Financial Statements and For Do Not Statutory Reports Vote
2 Approve Allocation of Income and Dividends For Do Not Vote
3 Approve Dividends For Do Not Vote
4 Approve Discharge of Board and Senior For Do Not Management Vote
5.1 Elect Director Jonathan C. Burrell For Do Not Vote
5.2 Elect Director Joseph J. Hartnett For Do Not Vote
5.3 Elect Director Min H. Kao For Do Not Vote
5.4 Elect Director Catherine A. Lewis For Do Not Vote
5.5 Elect Director Charles W. Peffer For Do Not Vote
5.6 Elect Director Clifton A. Pemble For Do Not Vote
6 Elect Min H. Kao as Board Chairman For Do Not Vote
7.1 Appoint Jonathan C. Burrell as Member of the For Do Not Compensation Committee Vote Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Garmin Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7.2 Appoint Joseph J. Hartnett as Member of the For Do Not Compensation Committee Vote
7.3 Appoint Catherine A. Lewis as Member of the For Do Not Compensation Committee Vote
7.4 Appoint Charles W. Peffer as Member of the For Do Not Compensation Committee Vote
8 Designate Wuersch & Gering LLP as For Do Not Independent Proxy Vote
9 Ratify Ernst & Young LLP as Auditors and For Do Not Ernst & Young Ltd as Statutory Auditor Vote
10 Advisory Vote to Ratify Named Executive For Do Not Officers' Compensation Vote
11 Approve Fiscal Year 2022 Maximum For Do Not Aggregate Compensation for the Executive Vote Management
12 Approve Maximum Aggregate Compensation For Do Not for the Board of Directors for the Period Vote Between the 2021 AGM and the 2022 AGM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Consolidated Financial Statements and For For Statutory Reports
2 Approve Allocation of Income and Dividends For For
3 Approve Dividends For For
4 Approve Discharge of Board and Senior For For Management
5.1 Elect Director Jonathan C. Burrell For For
5.2 Elect Director Joseph J. Hartnett For For
5.3 Elect Director Min H. Kao For For
5.4 Elect Director Catherine A. Lewis For For
5.5 Elect Director Charles W. Peffer For For
5.6 Elect Director Clifton A. Pemble For For
6 Elect Min H. Kao as Board Chairman For For
7.1 Appoint Jonathan C. Burrell as Member of the For For Compensation Committee
7.2 Appoint Joseph J. Hartnett as Member of the For For Compensation Committee Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Garmin Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7.3 Appoint Catherine A. Lewis as Member of the For For Compensation Committee
7.4 Appoint Charles W. Peffer as Member of the For For Compensation Committee
8 Designate Wuersch & Gering LLP as For For Independent Proxy
9 Ratify Ernst & Young LLP as Auditors and For For Ernst & Young Ltd as Statutory Auditor
10 Advisory Vote to Ratify Named Executive For For Officers' Compensation
11 Approve Fiscal Year 2022 Maximum For For Aggregate Compensation for the Executive Management
12 Approve Maximum Aggregate Compensation For For for the Board of Directors for the Period Between the 2021 AGM and the 2022 AGM
GSX Techedu, Inc.
Meeting Date: 06/04/2021 Country: Cayman Islands Meeting Type: Special Ticker: GOTU
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders
1 Change Company Name to Gaotu Techedu For For Inc.
Innovative Industrial Properties, Inc.
Meeting Date: 06/04/2021 Country: USA Meeting Type: Annual Ticker: IIPR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Alan Gold For For
1.2 Elect Director Gary Kreitzer For For
1.3 Elect Director Mary Curran For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Innovative Industrial Properties, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.4 Elect Director Scott Shoemaker For For
1.5 Elect Director Paul Smithers For For
1.6 Elect Director David Stecher For For
2 Ratify BDO USA, LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
RingCentral, Inc.
Meeting Date: 06/04/2021 Country: USA Meeting Type: Annual Ticker: RNG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Vladimir Shmunis For For
1.2 Elect Director Kenneth Goldman For For
1.3 Elect Director Michelle McKenna For For
1.4 Elect Director Robert Theis For For
1.5 Elect Director Allan Thygesen For For
1.6 Elect Director Neil Williams For For
1.7 Elect Director Mignon Clyburn For For
1.8 Elect Director Arne Duncan For For
2 Ratify KPMG LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. Amid strong stock price performance, CEO pay increased significantly due to his large entirely time-based equity grant for FY20. The award magnitude exceeds the median total CEO pay of the peers, and the award lacks performance conditions. Also, a newly hired NEO received a similarly sized and entirely time-based equity award. Investors would expect a significant portion of the equity awards be based on rigorous multi-year goals, especially given their large magnitude. Further, although based on pre-set financial metrics, STI program utilizes quarterly performance periods with no disclosed cap on a portion of the payouts.
Silverback Therapeutics, Inc.
Meeting Date: 06/04/2021 Country: USA Meeting Type: Annual Ticker: SBTX Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Silverback Therapeutics, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Vickie L. Capps For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Vickie Capps and Robert Hershberg given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
1.2 Elect Director Robert Hershberg For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Vickie Capps and Robert Hershberg given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
1.3 Elect Director Maria Koehler For For
2 Ratify Ernst & Young LLP as Auditors For For
WEX Inc.
Meeting Date: 06/04/2021 Country: USA Meeting Type: Annual Ticker: WEX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Nancy Altobello For For
1.2 Elect Director Bhavana Bartholf For For
1.3 Elect Director Derrick Roman For For
1.4 Elect Director Regina O. Sommer For For
1.5 Elect Director Jack VanWoerkom For For
2 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. In response to COVID-related impacts, the compensation committee granted special equity awards that, in the case of the NEOs, were generally valued equal to the executive's annual LTI award. It also made changes to long-term performance equity granted in 2019, along with mid-year changes to the 2020 STI and LTI programs. Investors have expressed a degree of flexibility regarding modest changes to short-term pay programs in light of the pandemic; however, retroactive modifications to long-term incentives (particularly those granted before 2020) coupled with sizable additional equity awards are viewed as problematic reactions to COVID-related impacts.
3 Amend Omnibus Stock Plan For For
4 Declassify the Board of Directors For For
5 Ratify Deloitte & Touche LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Wipro Limited
Meeting Date: 06/04/2021 Country: India Meeting Type: Special Ticker: 507685
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Postal Ballot
1 Reelect Patrick J. Ennis as Director For For
2 Reelect Patrick Dupuis as Director For For
Amphastar Pharmaceuticals, Inc.
Meeting Date: 06/07/2021 Country: USA Meeting Type: Annual Ticker: AMPH
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Mary Ziping Luo For Against
Blended Rationale: A vote AGAINST incumbent director nominees Mary Luo, Howard Lee, and Michael Zasloff is warranted given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1b Elect Director Howard Lee For Against
Blended Rationale: A vote AGAINST incumbent director nominees Mary Luo, Howard Lee, and Michael Zasloff is warranted given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.A vote AGAINST audit committee member Howard Lee is further warranted due to concerns regarding the committee's risk oversight function in light of the continued pledging of a significant amount of the company's common stock.
1c Elect Director Michael A. Zasloff For Against
Blended Rationale: A vote AGAINST incumbent director nominees Mary Luo, Howard Lee, and Michael Zasloff is warranted given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1d Elect Director Gayle Deflin For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Array Technologies, Inc.
Meeting Date: 06/07/2021 Country: USA Meeting Type: Annual Ticker: ARRY Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Array Technologies, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Troy Alstead For For
1.2 Elect Director Orlando D. Ashford For For
2 Ratify BDO USA, LLP as Auditors For For
Aurinia Pharmaceuticals Inc.
Meeting Date: 06/07/2021 Country: Canada Meeting Type: Annual/Special Ticker: AUP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Fix Number of Directors at Eight For For
2.1 Elect Director George M. Milne, Jr. For For
2.2 Elect Director Peter Greenleaf For For
2.3 Elect Director David R. W. Jayne For For
2.4 Elect Director Joseph P. Hagan For For
2.5 Elect Director Daniel G. Billen For For
2.6 Elect Director R. Hector MacKay-Dunn For For
2.7 Elect Director Jill Leversage For For
2.8 Elect Director Timothy P. Walbert For For
3 Ratify PricewaterhouseCoopers LLP as For For Auditors
4 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. The CEO's FY20 pay included option awards relating to FY20 and FY19 performance year, resulting in a significant year-over-year increase. Although the LTI program was improved by the introduction of performance shares, there are significant concerns regarding the incentive programs. In particular, the proxy lacks disclosure surrounding the STI goal descriptions and specific achievements relating to such goals, reducing pay transparency. Additionally, the majority of the equity awards lack performance conditions and the performance shares are based on one-year goals, for which targets were not disclosed. Further, the CEO's option awards for the FY20 and FY19 performance year were relatively large.
5 Advisory Vote on Say on Pay Frequency One Year One Year
6 Amend Omnibus Stock Plan For For
7 Approve Qualified Employee Stock Purchase For For Plan Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Aurinia Pharmaceuticals Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Amend By-Law No. 2 For For
Cofinimmo SA
Meeting Date: 06/07/2021 Country: Belgium Meeting Type: Special Ticker: COFB
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Special Meeting Agenda
1.1 Receive Special Board Report Re: Article 7:199 of the Companies and Associations Code
1.2.1 Renew Authorization to Increase Share For For Capital up to 50 Percent of Authorized Capital With Preemptive Rights by Cash Contributions
1.2.2 Renew Authorization to Increase Share For For Capital up to 20 Percent by Distribution of Optional Dividend
1.2.3 Renew Authorization to Increase Share For For Capital up to 10 Percent of Authorized Capital Without Preemptive Rights by Various Means
1.3 Amend Article 6.2 to Reflect Changes in For For Capital
2 Authorize Implementation of Approved For For Resolutions and Filing of Required Documents/Formalities at Trade Registry
Invitae Corporation
Meeting Date: 06/07/2021 Country: USA Meeting Type: Annual Ticker: NVTA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Kimber D. Lockhart For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Invitae Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1b Elect Director Chitra Nayak For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominee Chitra Nayak given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For
4 Amend Proxy Access Right Against For
Blended Rationale: A vote FOR this proposal is warranted as the proposed elimination of the 20-shareholder aggregation limit and the increase to the nomination cap would improve the company's existing proxy access right for shareholders.
5 Require a Majority Vote for the Election of Against For Directors
Blended Rationale: A vote FOR this proposal is warranted as it would give shareholders a more meaningful voice in the election of directors and further enhance the company's corporate governance.
KGHM Polska Miedz SA
Meeting Date: 06/07/2021 Country: Poland Meeting Type: Annual Ticker: KGH
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Open Meeting
2 Elect Meeting Chairman For For
3 Acknowledge Proper Convening of Meeting
4 Approve Agenda of Meeting For For
5.a Receive Financial Statements
5.b Receive Consolidated Financial Statements
5.c Receive Management Board Report on Company's and Group's Operations
6 Receive Management Board Proposal on Allocation of Income
7 Receive Management Board Report on Expenses Related to Representation, Legal Services, Marketing Services, Public Relations Services, Social Communication Services, and Management Advisory Services Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
KGHM Polska Miedz SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Receive Supervisory Board Report on Review of Standalone and Consolidated Financial Statements, Management Board Reports on Company's and Group's Operations
9 Receive Supervisory Board Report on Management Board Proposal on Allocation of Income
10.a Receive Supervisory Board Report on Company's Standing, Internal Control System, Risk Management, Compliance, and Internal Audit Function
10.b Receive Supervisory Board Report on Its Activities
10.c Receive Remuneration Report
11.a Approve Financial Statements For For
11.b Approve Consolidated Financial Statements For For
11.c Approve Management Board Report on For For Company's and Group's Operations
11.d Approve Allocation of Income and Dividends For For of PLN 1.50 per Share
12.aa Approve Discharge of Adam Bugajczuk For For (Management Board Member)
12.ab Approve Discharge of Marcin Chudzinski For For (Management Board Member)
12.ac Approve Discharge of Pawel Gruza For For (Management Board Member)
12.ad Approve Discharge of Katarzyna For For Kreczmanska-Gigol (Management Board Member)
12.ae Approve Discharge of Radoslaw Stach For For (Management Board Member)
12.ba Approve Discharge of Leszek Banaszak For For (Supervisory Board Member)
12.bb Approve Discharge of Jozef Czyczerski For For (Supervisory Board Member)
12.bc Approve Discharge of Przemyslaw Darowski For For (Supervisory Board Member)
12.bd Approve Discharge of Jaroslaw Janas For For (Supervisory Board Member)
12.be Approve Discharge of Andrzej Kisilewicz For For (Supervisory Board Member)
12.bf Approve Discharge of Katarzyna For For Lewandowska (Supervisory Board Member)
12.bg Approve Discharge of Ireneusz Pasis For For (Supervisory Board Member) Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
KGHM Polska Miedz SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
12.bh Approve Discharge of Bartosz Piechota For For (Supervisory Board Member)
12.bi Approve Discharge of Marek Pietrzak For For (Supervisory Board Member)
12.bj Approve Discharge of Boguslaw Szarek For For (Supervisory Board Member)
12.bk Approve Discharge of Agnieszka For For Winnik-Kalemba (Supervisory Board Member)
13.a Recall Supervisory Board Member For Against
Blended Rationale: A vote AGAINST this item is warranted because the name of director to be recalled has not been disclosed.
13.b Elect Supervisory Board Member For Against
Blended Rationale: Votes AGAINST these items are warranted because the company has failed to disclose the nominees' names.
13.c Elect Supervisory Board Member For Against
Blended Rationale: Votes AGAINST these items are warranted because the company has failed to disclose the nominees' names.
14 Approve Remuneration Report For Against
Blended Rationale: A vote AGAINST this item is warranted because:- The short-term incentives plan lacks disclosure on target and actual levels of metrics applicable to the STI grants;- The company did not disclose CEO pay ratio. It also failed to disclose average remuneration of company's employees.
15 Close Meeting
Powszechna Kasa Oszczednosci Bank Polski SA
Meeting Date: 06/07/2021 Country: Poland Meeting Type: Annual Ticker: PKO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Open Meeting
2 Elect Meeting Chairman For For
3 Acknowledge Proper Convening of Meeting
4 Approve Agenda of Meeting For For
5 Receive Financial Statements and Management Board Proposal on Covering of Loss and Allocation of Income from Previous Years Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Powszechna Kasa Oszczednosci Bank Polski SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Receive Management Board Report on Expenses Related to Representation, Legal Services, Marketing Services, Public Relations Services, Social Communication Services, and Management Advisory Services and Consolidated Financial Statements
7 Receive Supervisory Board Report
8 Receive Supervisory Board Report on Remuneration Policy; Compliance with Corporate Governance Principles; Sponsorship and Charity Policy
9.a Approve Financial Statements For For
9.b Approve Management Board Report on For For Expenses Related to Representation, Legal Services, Marketing Services, Public Relations Services, Social Communication Services, and Management Advisory Services
9.c Approve Consolidated Financial Statements For For
9.d Approve Supervisory Board Report For For
9.e Approve Treatment of Net Loss For For
9.f Approve Allocation of Income from Previous For For Years
9.g Approve Remuneration Report For Against
Blended Rationale: A vote AGAINST this item is warranted because:- The short-term lacks disclosure on targets and all maximum award limits, as well as applicable level of performance metrics achievement;- The company has failed to disclose targets and performance conditions applicable to deferred remuneration;- The remuneration report does not cover the topic of PLN/CHF mortgage provisions that is increasingly presenting a cost to the company and shareholders.
9.h1 Approve Discharge of Zbigniew Jagiello (CEO) For For
9.h2 Approve Discharge of Rafal Antczak (Deputy For For CEO)
9.h3 Approve Discharge of Rafal Kozlowski For For (Deputy CEO)
9.h4 Approve Discharge of Maks Kraczkowski For For (Deputy CEO)
9.h5 Approve Discharge of Mieczyslaw Krol For For (Deputy CEO)
9.h6 Approve Discharge of Adam Marciniak For For (Deputy CEO)
9.h7 Approve Discharge of Piotr Mazur (Deputy For For CEO)
9.h8 Approve Discharge of Jakub Papierski (Deputy For For CEO)
9.h9 Approve Discharge of Jan Rosciszewski For For (Deputy CEO) Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Powszechna Kasa Oszczednosci Bank Polski SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9.i1 Approve Discharge of Zbigniew Hajlasz For For (Supervisory Board Chairman)
9.i2 Approve Discharge of Marcin Izdebski For For (Supervisory Board Deputy Chairman)
9.i3 Approve Discharge of Grazyna Ciurzynska For For (Supervisory Board Secretary)
9.i4 Approve Discharge of Mariusz Andrzejewski For For (Supervisory Board Member)
9.i5 Approve Discharge of Grzegorz Chlopek For For (Supervisory Board Member)
9.i6 Approve Discharge of Wojciech Jasinski For For (Supervisory Board Member)
9.i7 Approve Discharge of Andrzej Kisielewicz For For (Supervisory Board Member)
9.i8 Approve Discharge of Rafal Kos (Supervisory For For Board Member)
9.i9 Approve Discharge of Krzysztof Michalski For For (Supervisory Board Member)
9.i10 Approve Discharge of Piotr Sadownik For For (Supervisory Board Member)
9.i11 Approve Discharge of Miroslaw Barszcz For For (Supervisory Board Member)
9.i12 Approve Discharge of Adam Budnikowski For For (Supervisory Board Member)
9.i13 Approve Discharge of Dariusz Gorski For For (Supervisory Board Member)
9.i14 Approve Discharge of Elzbieta For For Maczynska-Ziemacka (Supervisory Board Member)
9.j Approve Company?s Compliance with Best For For Practice for WSE Listed Companies 2021
9.k Amend June 25, 2015, AGM, Resolution Re: For For Approve Shareholders' Consent with Corporate Governance Principles for Supervised Institutions adopted by Polish Financial Supervision Authority
9.l Amend August 26, 2020, AGM, Resolution Re: For For Approve Policy on Assessment of Suitability of Supervisory Board Members
10.1 Recall Supervisory Board Member For Against
Blended Rationale: A vote AGAINST this item is warranted because the name of director to be recalled has not been disclosed.
10.2 Elect Supervisory Board Member For Against
Blended Rationale: A vote AGAINST this item is warranted because the company has failed to disclose the nominee name. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Powszechna Kasa Oszczednosci Bank Polski SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11 Approve Individual Suitability of Supervisory For Against Board Member
Blended Rationale: A vote AGAINST this item is warranted as the company did not disclose the name of the supervisory board member whose suitability should be approved.
12 Approve Collective Suitability of Supervisory For Against Board Members
Blended Rationale: A vote AGAINST this item is warranted because the composition of supervisory board after this AGM is unknown.
13 Close Meeting
PTT Global Chemical Plc
Meeting Date: 06/07/2021 Country: Thailand Meeting Type: Special Ticker: PTTGC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Share Sale Transaction For For
2 Other Business For Against
Blended Rationale: A vote AGAINST this resolution is warranted given the lack of information.
ServiceNow, Inc.
Meeting Date: 06/07/2021 Country: USA Meeting Type: Annual Ticker: NOW
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Susan L. Bostrom For For
1b Elect Director Jonathan C. Chadwick For For
1c Elect Director Lawrence J. Jackson, Jr. For For
1d Elect Director Frederic B. Luddy For For
1e Elect Director Jeffrey A. Miller For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
ServiceNow, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Ratify PricewaterhouseCoopers LLP as For For Auditors
4 Provide Right to Call Special Meeting For For
5 Approve Omnibus Stock Plan For For
6 Amend Qualified Employee Stock Purchase For For Plan
Sino Biopharmaceutical Limited
Meeting Date: 06/07/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 1177
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Elect Tse Ping as Director For For
4 Elect Li Yi as Director For For
5 Elect Li Mingqin as Director For For
6 Elect Lu Hong as Director For For
7 Elect Zhang Lu Fu as Director For For
8 Elect Li Kwok Tung Donald as Director For For
9 Authorize Board to Fix Remuneration of For For Directors
10 Approve Ernst & Young as Auditors and For For Authorize Board to Fix Their Remuneration
11A Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
11B Authorize Repurchase of Issued Share Capital For For
11C Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tingyi (Cayman Islands) Holding Corp.
Meeting Date: 06/07/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 322
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Approve Special Dividend For For
4 Elect Wei Hong-Chen as Director and For For Authorize Board to Fix His Remuneration
5 Elect Koji Shinohara as Director and Authorize For For Board to Fix His Remuneration
6 Elect Lee Tiong-Hock as Director and For For Authorize Board to Fix His Remuneration
7 Approve Mazars CPA Limited as Auditors and For For Authorize Board to Fix Their Remuneration
8 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST the general share issuance mandate in Item 8 is warranted given that the company has not specified the discount limit.
9 Authorize Repurchase of Issued Share Capital For For
10 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST the share reissuance request in Item 10 is warranted given that the reissuance of repurchased share would cause the aggregate share issuance limit to exceed 10 percent and the discount limit has not been specified.
UnitedHealth Group Incorporated
Meeting Date: 06/07/2021 Country: USA Meeting Type: Annual Ticker: UNH
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Richard T. Burke For For
1b Elect Director Timothy P. Flynn For For
1c Elect Director Stephen J. Hemsley For For
1d Elect Director Michele J. Hooper For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
UnitedHealth Group Incorporated
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1e Elect Director F. William McNabb, III For For
1f Elect Director Valerie C. Montgomery Rice For For
1g Elect Director John H. Noseworthy For For
1h Elect Director Gail R. Wilensky For For
1i Elect Director Andrew Witty For For
2 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: While pay and performance are reasonably aligned for the year in review, the company granted departing CEO Wichmann excessive severance payments upon his retirement. A vote AGAINST this proposal is warranted.
3 Ratify Deloitte & Touche LLP as Auditors For For
4 Amend Qualified Employee Stock Purchase For For Plan
5 Reduce Ownership Threshold for Against For Shareholders to Call Special Meeting
Blended Rationale: A vote FOR this proposal is warranted as lowering the ownership threshold for shareholders to call a special meeting would enhance shareholders' rights and the possibility of abuse is considered to be limited.
Veracyte, Inc.
Meeting Date: 06/07/2021 Country: USA Meeting Type: Annual Ticker: VCYT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Muna Bhanji For For
1.2 Elect Director John L. Bishop For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Watsco, Inc.
Meeting Date: 06/07/2021 Country: USA Meeting Type: Annual Ticker: WSO Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Watsco, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Director George P. Sape For For
2 Approve Omnibus Stock Plan For Against
Blended Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors:- The plan cost is excessive;- The estimated duration of available and proposed shares exceeds six years;- The disclosure of change-in-control ("CIC") vesting treatment is incomplete (or is otherwise considered discretionary); and- The plan allows broad discretion to accelerate vesting.
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Ratify KPMG LLP as Auditors For For
Yuanta Financial Holding Co. Ltd.
Meeting Date: 06/07/2021 Country: Taiwan Meeting Type: Annual Ticker: 2885
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements
2 Approve Profit Distribution For For
3 Approve Amendments to Articles of For For Association
4 Amend Rules and Procedures for Election of For For Directors
5 Amend Rules and Procedures Regarding For For Shareholder's General Meeting
Aeglea BioTherapeutics, Inc.
Meeting Date: 06/08/2021 Country: USA Meeting Type: Annual Ticker: AGLE Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Aeglea BioTherapeutics, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Russell J. Cox For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Russell Cox and Ivana Magovcevic-Liebisch given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Ivana Magovcevic-Liebisch For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Russell Cox and Ivana Magovcevic-Liebisch given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
Aldeyra Therapeutics, Inc.
Meeting Date: 06/08/2021 Country: USA Meeting Type: Annual Ticker: ALDX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Ben Bronstein For Withhold
Blended Rationale: WITHHOLD votes are warranted for Ben Bronstein for serving as a non-independent member of certain key board committees.
1.2 Elect Director Nancy Miller-Rich For Withhold
Blended Rationale: WITHHOLD votes are warranted for compensation committee member Nancy Miller-Rich due to poor responsiveness to last year's low say-on-pay vote result.
2 Ratify BDO USA, LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted given that the compensation committee demonstrated poor responsiveness following low support to last year's say-on-pay proposal.
Amedisys, Inc.
Meeting Date: 06/08/2021 Country: USA Meeting Type: Annual Ticker: AMED Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Amedisys, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Vickie L. Capps For For
1b Elect Director Molly J. Coye For For
1c Elect Director Julie D. Klapstein For For
1d Elect Director Teresa L. Kline For For
1e Elect Director Paul B. Kusserow For For
1f Elect Director Richard A. Lechleiter For For
1g Elect Director Bruce D. Perkins For For
1h Elect Director Jeffrey A. Rideout For For
1i Elect Director Ivanetta Davis Samuels For For
2 Ratify KPMG LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
ArcelorMittal SA
Meeting Date: 06/08/2021 Country: Luxembourg Meeting Type: Annual/Special Ticker: MT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Annual Meeting Agenda
I Approve Consolidated Financial Statements For For
II Approve Financial Statements For For
III Approve Dividends of USD 0.30 Per Share For For
IV Approve Allocation of Income For For
V Approve Remuneration Policy For For
VI Approve Remuneration Report For For
VII Approve Remuneration of the Directors, For For Members and Chairs of the Audit and Risk Committee and Members and Chairs of the Other Committee
VIII Approve Discharge of Directors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
ArcelorMittal SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
IX Reelect Karyn Ovelmen as Director For For
X Reelect Tye Burt as Director For For
XI Elect Clarissa Lins as Director For For
XII Approve Share Repurchase For For
XIII Renew Appointment of Deloitte Audit as For For Auditor
XIV Approve Share Plan Grant, Restricted Share For For Unit Plan and Performance Unit Plan under the Executive Office PSU Plan and ArcelorMittal Equity Plan
Special Meeting Agenda
I Approve Reduction in Share Capital through For For Cancellation of Shares and Amend Articles 5.1 and 5.2 of the Articles of Association
Arvinas, Inc.
Meeting Date: 06/08/2021 Country: USA Meeting Type: Annual Ticker: ARVN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Wendy Dixon For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Wendy Dixon, Edward (Ted) Kennedy Jr., Bradley (Brad) Margus, and Briggs Morrison given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Edward Kennedy, Jr. For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Wendy Dixon, Edward (Ted) Kennedy Jr., Bradley (Brad) Margus, and Briggs Morrison given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.3 Elect Director Bradley Margus For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Wendy Dixon, Edward (Ted) Kennedy Jr., Bradley (Brad) Margus, and Briggs Morrison given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Arvinas, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.4 Elect Director Briggs Morrison For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Wendy Dixon, Edward (Ted) Kennedy Jr., Bradley (Brad) Margus, and Briggs Morrison given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year
4 Ratify Deloitte & Touche LLP as Auditors For For
BYD Company Limited
Meeting Date: 06/08/2021 Country: China Meeting Type: Annual Ticker: 1211
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve 2020 Report of the Board of For For Directors
2 Approve 2020 Report of the Supervisory For For Committee
3 Approve 2020 Audited Financial Statements For For
4 Approve 2020 Annual Reports and Its For For Summary
5 Approve 2020 Profit Distribution Plan For For
6 Approve Ernst & Young Hua Ming LLP as PRC For For Auditor and Internal Control Audit Institution and Ernst & Young as Auditor Outside the PRC and Authorize Board to Fix Their Remuneration
7 Approve Provision of Guarantee by the Group For Against
Blended Rationale: A vote AGAINST Item 7 is warranted as the company has failed to disclose pertinent details regarding this proposal.
8 Approve Estimated Cap of Ordinary For For Connected Transactions for the Year 2020 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
BYD Company Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights for H Shares
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The share issuance limit under each agenda item is greater than 10 percent of the respective relevant class of shares.- The company has not specified the discount limit.
10 Approve Issuance by BYD Electronic For Against (International) Company Limited of Equity or Equity-Linked Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The share issuance limit under each agenda item is greater than 10 percent of the respective relevant class of shares.- The company has not specified the discount limit.
11 Approve Provision of Phased Guarantee for For For Mortgage-Backed Car Buyers to BYD Auto Finance Company Limited
12 Approve Increase of Shareholders' Deposits For For Limit by the Company
13 Approve Authorization to the Board to For Against Determine the Proposed Plan for the Issuance of Debt Financing Instruments
Blended Rationale: A vote AGAINST this resolution is warranted given the limited disclosure regarding the potential issuance of convertible bonds.
BYD Electronic (International) Co., Ltd.
Meeting Date: 06/08/2021 Country: Hong Kong Meeting Type: Annual Ticker: 285
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Approve Ernst & Young as Auditor and For For Authorize Board to Fix Their Remuneration
4 Elect Wang Nian-qiang as Director For For
5 Elect Wang Bo as Director For For
6 Elect Qian Jing-jie as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee members Antony Francis Mampilly and Jing-jie Qian are warranted for lack of gender diversity on the board. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
BYD Electronic (International) Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7 Elect Antony Francis Mampilly as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee members Antony Francis Mampilly and Jing-jie Qian are warranted for lack of gender diversity on the board.
8 Authorize Board to Fix Remuneration of For For Directors
9 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
10 Authorize Repurchase of Issued Share Capital For For
11 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
EPAM Systems, Inc.
Meeting Date: 06/08/2021 Country: USA Meeting Type: Annual Ticker: EPAM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Arkadiy Dobkin For For
1.2 Elect Director Robert E. Segert For For
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year
5 Approve Qualified Employee Stock Purchase For For Plan
Fortive Corporation
Meeting Date: 06/08/2021 Country: USA Meeting Type: Annual Ticker: FTV Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Fortive Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Daniel L. Comas For For
1b Elect Director Feroz Dewan For For
1c Elect Director Sharmistha Dubey For For
1d Elect Director Rejji P. Hayes For For
1e Elect Director James A. Lico For For
1f Elect Director Kate D. Mitchell For For
1g Elect Director Jeannine Sargent For For
1h Elect Director Alan G. Spoon For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Provide Right to Call Special Meeting For For
5 Provide Right to Act by Written Consent Against For
Blended Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.
Freeport-McMoRan Inc.
Meeting Date: 06/08/2021 Country: USA Meeting Type: Annual Ticker: FCX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director David P. Abney For For
1.2 Elect Director Richard C. Adkerson For For
1.3 Elect Director Robert W. Dudley For For
1.4 Elect Director Lydia H. Kennard For For
1.5 Elect Director Dustan E. McCoy For For
1.6 Elect Director John J. Stephens For For
1.7 Elect Director Frances Fragos Townsend For For
2 Ratify Ernst & Young LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Freeport-McMoRan Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Jiangxi Copper Company Limited
Meeting Date: 06/08/2021 Country: China Meeting Type: Annual Ticker: 358
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Amend Rules and Procedures Regarding For For General Meetings of Shareholders
2 Amend Rules and Procedures Regarding For For Meetings of Board of Directors
3 Amend Rules and Procedures Regarding For For Meetings of Independent Directors
4 Approve Report of the Board of Directors For For
5 Approve Report of the Supervisory Committee For For
6 Approve Audited Financial Report and Annual For For Report and Its Summary
7 Approve Profit Distribution For For
8 Approve Ernst & Young Hua Ming LLP as For For Domestic and Internal Auditors and Ernst & Young as Overseas Auditors and Authorize Board to Fix Their Remuneration
9 Approve Remuneration Scheme of Directors For For
10 Approve Remuneration Scheme of For For Supervisors
ELECT EXECUTIVE DIRECTORS VIA CUMULATIVE VOTING AND AUTHORIZE ANY ONE EXECUTIVE DIRECTOR TO ENTER INTO THE SERVICE CONTRACT OR LETTER OF APPOINTMENT ON BEHALF OF THE COMPANY WITH EACH OF THEM
11.1 Elect Zheng Gaoqing as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee Chair Gaoqing Zheng are warranted for lack of gender diversity on the board.
11.2 Elect Wang Bo as Director For For
11.3 Elect Gao Jian-min as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Jiangxi Copper Company Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11.4 Elect Liang Qing as Director For For
11.5 Elect Liu Fangyun as Director For For
11.6 Elect Yu Tong as Director For For
ELECT INDEPENDENT NON-EXECUTIVE DIRECTORS VIA CUMULATIVE VOTING AND AUTHORIZE ANY ONE EXECUTIVE DIRECTOR TO ENTER INTO THE SERVICE CONTRACT OR LETTER OF APPOINTMENT ON BEHALF OF THE COMPANY WITH EACH OF THEM
12.1 Elect Liu Erh Fei as Director For For
12.2 Elect Liu Xike as Director For For
12.3 Elect Zhu Xingwen as Director For For
12.4 Elect Wang Feng as Director For For
ELECT SUPERIVSORS VIA CUMULATIVE VOTING AND AUTHORIZE ANY ONE EXECUTIVE DIRECTOR TO ENTER INTO THE SERVICE CONTRACT OR LETTER OF APPOINTMENT ON BEHALF OF THE COMPANY WITH EACH OF THEM
13.1 Elect Guan Yongmin as Supervisor For For
13.2 Elect Wu Donghua as Supervisor For For
13.3 Elect Zhang Jianhua as Supervisor For For
MercadoLibre, Inc.
Meeting Date: 06/08/2021 Country: USA Meeting Type: Annual Ticker: MELI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Nicolas Galperin For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.2 Elect Director Henrique Dubugras For For
Blended Rationale: A vote FOR the director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
MercadoLibre, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted as pay and performance are reasonably aligned at this time. Annual incentives are primarily, and long-term incentives are half, based on pre-set objective measures. However, due to certain persisting concerns regarding the utilization of annual performance periods in the long-term incentive plan and lack of award cap disclosure, as well as discretionary bonuses made without disclosed details, the executive pay levels will warrant further close monitoring.
3 Ratify Deloitte & Co. S.A as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Nicolas Galperin For For
1.2 Elect Director Henrique Dubugras For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Deloitte & Co. S.A as Auditors For For
Mobile Telecommunications Co. KSC
Meeting Date: 06/08/2021 Country: Kuwait Meeting Type: Special Ticker: ZAIN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Extraordinary Business
1 Amend Articles of Company's Memorandum For For of Association
2 Amend Article of Company's Articles of For Against Association
Blended Rationale: A vote AGAINST this item is warranted as some of the provisions of newly added Article 64 are not in shareholder's interest and outweigh any neutral or positive changes.
Novatek Microelectronics Corp.
Meeting Date: 06/08/2021 Country: Taiwan Meeting Type: Annual Ticker: 3034 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Novatek Microelectronics Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Report and Financial For For Statements
2 Approve Profit Distribution For For
ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
3.1 Elect T. S. Ho with Shareholder No. 6 as For For Non-independent Director
3.2 Elect Steve Wang with Shareholder No. 8136 For For as Non-independent Director
3.3 Elect Max Wu with ID No. D101448XXX as For Against Non-independent Director
Blended Rationale: A vote AGAINST the Jack Tsai under Item 3.6 is warranted as considered by the company as independent director, he is non-independent non-executive director under Sustainability Advisory Services' classification.A vote for the other independent director nominees is warranted given the absence of any known issues concerning the nominees.A vote FOR the non-independent director nominees under Items 3.1 and 3.2 is warranted given their removal would be expected to have material negative impacts on shareholder value.A vote AGAINST the statutory director United Microelectronics Corp. (UMC) is warranted since the company has failed to disclose sufficient information such as the identity of the actual individual who will serve on the board, which limits shareholders' ability to assess the quality of these representative.A vote AGAINST the other non-independent director nominees is warranted because the independence level will be 25 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
3.4 Elect J.H. Chang with Shareholder No. For Against 117738 as Non-independent Director
Blended Rationale: A vote AGAINST the Jack Tsai under Item 3.6 is warranted as considered by the company as independent director, he is non-independent non-executive director under Sustainability Advisory Services' classification.A vote for the other independent director nominees is warranted given the absence of any known issues concerning the nominees.A vote FOR the non-independent director nominees under Items 3.1 and 3.2 is warranted given their removal would be expected to have material negative impacts on shareholder value.A vote AGAINST the statutory director United Microelectronics Corp. (UMC) is warranted since the company has failed to disclose sufficient information such as the identity of the actual individual who will serve on the board, which limits shareholders' ability to assess the quality of these representative.A vote AGAINST the other non-independent director nominees is warranted because the independence level will be 25 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
3.5 Elect a Representative of United For Against Microelectronics Corp. (UMC) with Shareholder No. 1 as Non-independent Director
Blended Rationale: A vote AGAINST the Jack Tsai under Item 3.6 is warranted as considered by the company as independent director, he is non-independent non-executive director under Sustainability Advisory Services' classification.A vote for the other independent director nominees is warranted given the absence of any known issues concerning the nominees.A vote FOR the non-independent director nominees under Items 3.1 and 3.2 is warranted given their removal would be expected to have material negative impacts on shareholder value.A vote AGAINST the statutory director United Microelectronics Corp. (UMC) is warranted since the company has failed to disclose sufficient information such as the identity of the actual individual who will serve on the board, which limits shareholders' ability to assess the quality of these representative.A vote AGAINST the other non-independent director nominees is warranted because the independence level will be 25 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Novatek Microelectronics Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.6 Elect Jack Tsai with ID No. J100670XXX as For Against Independent Director
Blended Rationale: A vote AGAINST the Jack Tsai under Item 3.6 is warranted as considered by the company as independent director, he is non-independent non-executive director under Sustainability Advisory Services' classification.A vote for the other independent director nominees is warranted given the absence of any known issues concerning the nominees.A vote FOR the non-independent director nominees under Items 3.1 and 3.2 is warranted given their removal would be expected to have material negative impacts on shareholder value.A vote AGAINST the statutory director United Microelectronics Corp. (UMC) is warranted since the company has failed to disclose sufficient information such as the identity of the actual individual who will serve on the board, which limits shareholders' ability to assess the quality of these representative.A vote AGAINST the other non-independent director nominees is warranted because the independence level will be 25 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
3.7 Elect Jack Liu with ID No. H101286XXX as For For Independent Director
3.8 Elect TingTing Hwang (Madam) with ID No. For For A227898XXX as Independent Director
4 Approve Release of Restrictions of For For Competitive Activities of Newly Appointed Directors
Olema Pharmaceuticals, Inc.
Meeting Date: 06/08/2021 Country: USA Meeting Type: Annual Ticker: OLMA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Ian Clark For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominee Gorjan Hrustanovic given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.WITHHOLD votes are warranted for Ian Clark for serving as a director on more than five public company boards.
1.2 Elect Director Sandra J. Horning For For
1.3 Elect Director Gorjan Hrustanovic For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominee Gorjan Hrustanovic given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
2 Ratify Ernst & Young LLP as Auditors For For
Pacira BioSciences, Inc.
Meeting Date: 06/08/2021 Country: USA Meeting Type: Annual Ticker: PCRX Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Pacira BioSciences, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Laura Brege For For
1.2 Elect Director Mark I. Froimson For For
1.3 Elect Director Mark A. Kronenfeld For For
2 Ratify KPMG LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Amend Omnibus Stock Plan For Against
Blended Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors:- The plan cost is excessive;- The disclosure of change-in-control ("CIC") vesting treatment is incomplete (or is otherwise considered discretionary); and- The plan allows broad discretion to accelerate vesting.
PTC Therapeutics, Inc.
Meeting Date: 06/08/2021 Country: USA Meeting Type: Annual Ticker: PTCT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Emma Reeve For For
1.2 Elect Director Michael Schmertzler For For
1.3 Elect Director Glenn D. Steele, Jr. For For
1.4 Elect Director Mary Smith For For
2 Increase Authorized Common Stock For For
3 Amend Qualified Employee Stock Purchase For For Plan
4 Ratify Ernst & Young LLP as Auditors For For
5 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Q2 Holdings, Inc.
Meeting Date: 06/08/2021 Country: USA Meeting Type: Annual Ticker: QTWO Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Q2 Holdings, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director R. Lynn Atchison For For
1.2 Elect Director Jeffrey T. Diehl For For
1.3 Elect Director Matthew P. Flake For For
1.4 Elect Director Stephen C. Hooley For For
1.5 Elect Director Margaret L. Taylor For For
1.6 Elect Director Lynn Antipas Tyson For For
2 Ratify Ernst & Young LLP as Auditor For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Realtek Semiconductor Corp.
Meeting Date: 06/08/2021 Country: Taiwan Meeting Type: Annual Ticker: 2379
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Report and Financial For For Statements
2 Approve Profit Distribution For For
ELECT NON-INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
3.1 Elect Yeh Nan Horng, a Representative of For For Cotek Pharmaceutical Industry Co., Ltd, with Shareholder No. 256, as Non-Independent Director
3.2 Elect Yeh Po Len, a Representative of Sonnen For Against Limited, with Shareholder No. 239637, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 3.2 and 3.4-3.7 is warranted because the independence level will be 30 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
3.3 Elect Chiu Sun Chien, a Representative of For For United Glory Co., Ltd, with Shareholder No. 65704, as Non-Independent Director Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Realtek Semiconductor Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.4 Elect Chen Kuo Jong, a Representative of For Against United Glory Co., Ltd, with Shareholder No. 65704, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 3.2 and 3.4-3.7 is warranted because the independence level will be 30 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
3.5 Elect Huang Yung Fang, with Shareholder No. For Against 4926, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 3.2 and 3.4-3.7 is warranted because the independence level will be 30 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
3.6 Elect Yen Kuang Yu, with Shareholder No. For Against 36744, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 3.2 and 3.4-3.7 is warranted because the independence level will be 30 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
3.7 Elect Ni Shu Ching, with Shareholder No. 88, For Against as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 3.2 and 3.4-3.7 is warranted because the independence level will be 30 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
ELECT INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
3.8 Elect Tsai Tyau Chang, with ID No. For For Q102343XXX, as Independent Director
3.9 Elect Chen Fu Yen, with ID No. P100255XXX, For For as Independent Director
3.10 Elect Lo Chun Pa, with ID No. J121210XXX, For For as Independent Director
4 Approve Release of Restrictions on For For Competitive Activities of Newly Appointed Directors and Representatives
SalMar ASA
Meeting Date: 06/08/2021 Country: Norway Meeting Type: Annual Ticker: SALM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Chairman of Meeting; Designate For For Inspector(s) of Minutes of Meeting
2 Approve Notice of Meeting and Agenda For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SalMar ASA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Receive Presentation of the Business
4 Accept Financial Statements and Statutory For For Reports; Approve Allocation of Income and Dividends of NOK 20 Per Share
5 Approve Remuneration of Directors; Approve For For Remuneration for Committee Work; Approve Remuneration of Nominating Committee
6 Approve Remuneration of Auditors For Against
Blended Rationale: A vote AGAINST the remuneration of the auditors is warranted given that the non-audit fees are 56.6 percent of the total fees received by the audit firm during the fiscal year, raising substantial doubts over the independence of the auditor.
7 Approve Company's Corporate Governance For For Statement
8 Approve Share-Based Incentive Plan For Against
Blended Rationale: A vote AGAINST this resolution is warranted as the performance criteria have not been disclosed and the plan contains an insufficient vesting period.
9 Approve Remuneration Policy And Other For For Terms of Employment For Executive Management (Advisory)
10 Approve Remuneration Policy And Other For Against Terms of Employment For Executive Management (Binding)
Blended Rationale: A vote FOR Item 9 is warranted because the proposed remuneration policy is well described and does not contravene good European executive remuneration practice.A vote AGAINST Item 10 is warranted as the share-based remuneration contains an insufficient vesting period and undisclosed performance criteria.
11.1 Elect Leif Inge Nordhammer as Director For For
11.2 Reelect Margrethe Hauge as Director For For
11.3 Elect Magnus Dybvad as Director For For
12.1 Reelect Bjorn Wiggen as Member of For For Nominating Committee
12.2 Elect Karianne O. Tung as Member of For For Nominating Committee
13 Approve Creation of NOK 2.8 Million Pool of For For Capital without Preemptive Rights
14 Authorize Share Repurchase Program and For For Reissuance of Repurchased Shares
15 Approve Issuance of Convertible Loans For For without Preemptive Rights up to Aggregate Nominal Amount of NOK 2 Billion; Approve Creation of NOK 2.8 Million Pool of Capital to Guarantee Conversion Rights Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SalMar ASA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
16 Authorize Share Repurchase Program and For Against Cancellation of Repurchased Shares
Blended Rationale: A vote AGAINST this proposal to repurchase company shares is warranted because:- The authorization comes in addition to the authorization requested under Item 14, thus the company would be able to repurchase more than 10 percent of its share capital.
Shimao Group Holdings Limited
Meeting Date: 06/08/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 813
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2.1 Approve Final Dividend For For
2.2 Approve Special Dividend For For
3.1 Elect Hui Sai Tan, Jason as Director For For
3.2 Elect Ye Mingjie as Director For For
3.3 Elect Lyu Hong Bing as Director For For
3.4 Elect Lam Ching Kam as Director For For
3.5 Authorize Board to Fix Remuneration of For For Directors
4 Approve PricewaterhouseCoopers as Auditor For For and Authorize Board to Fix Their Remuneration
5 Approve Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights
6 Authorize Repurchase of Issued Share Capital For For
Taiwan Semiconductor Manufacturing Co., Ltd.
Meeting Date: 06/08/2021 Country: Taiwan Meeting Type: Annual Ticker: 2330 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Taiwan Semiconductor Manufacturing Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements
2 Approve Amendment to Rules and Procedures For For for Election of Directors
3 Approve Issuance of Restricted Stocks For For
ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
4.1 Elect Mark Liu, with Shareholder No. 10758, For For as Non-independent Director
4.2 Elect C.C. Wei, with Shareholder No. 370885, For For as Non-independent Director
4.3 Elect F.C. Tseng, with Shareholder No. 104, For For as Non-independent Director
4.4 Elect Ming Hsin Kung. a Representative of For For National Development Fund, Executive Yuan, with Shareholder No. 1, as Non-independent Director
4.5 Elect Peter L. Bonfield, with Shareholder No. For For 504512XXX, as Independent Director
4.6 Elect Kok Choo Chen, with Shareholder No. For For A210358XXX, as Independent Director
4.7 Elect Michael R. Splinter, with Shareholder For For No. 488601XXX, as Independent Director
4.8 Elect Moshe N. Gavrielov, with Shareholder For For No. 505930XXX, as Independent Director
4.9 Elect Yancey Hai, with Shareholder No. For For D100708XXX, as Independent Director
4.10 Elect L. Rafael Reif, with Shareholder No. For For 545784XXX, as Independent Director
Taiwan Semiconductor Manufacturing Co., Ltd.
Meeting Date: 06/08/2021 Country: Taiwan Meeting Type: Annual Ticker: 2330
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Taiwan Semiconductor Manufacturing Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements
2 Approve Amendment to Rules and Procedures For For for Election of Directors
3 Approve Issuance of Restricted Stocks For For
ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
4.1 Elect Mark Liu, with Shareholder No. 10758, For For as Non-independent Director
4.2 Elect C.C. Wei, with Shareholder No. 370885, For For as Non-independent Director
4.3 Elect F.C. Tseng, with Shareholder No. 104, For For as Non-independent Director
4.4 Elect Ming Hsin Kung. a Representative of For For National Development Fund, Executive Yuan, with Shareholder No. 1, as Non-independent Director
4.5 Elect Peter L. Bonfield, with Shareholder No. For For 504512XXX, as Independent Director
4.6 Elect Kok Choo Chen, with Shareholder No. For For A210358XXX, as Independent Director
4.7 Elect Michael R. Splinter, with Shareholder For For No. 488601XXX, as Independent Director
4.8 Elect Moshe N. Gavrielov, with Shareholder For For No. 505930XXX, as Independent Director
4.9 Elect Yancey Hai, with Shareholder No. For For D100708XXX, as Independent Director
4.10 Elect L. Rafael Reif, with Shareholder No. For For 545784XXX, as Independent Director
The TJX Companies, Inc.
Meeting Date: 06/08/2021 Country: USA Meeting Type: Annual Ticker: TJX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Zein Abdalla For For
1b Elect Director Jose B. Alvarez For For
1c Elect Director Alan M. Bennett For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
The TJX Companies, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1d Elect Director Rosemary T. Berkery For For
1e Elect Director David T. Ching For For
1f Elect Director C. Kim Goodwin For For
1g Elect Director Ernie Herrman For For
1h Elect Director Michael F. Hines For For
1i Elect Director Amy B. Lane For For
1j Elect Director Carol Meyrowitz For For
1k Elect Director Jackwyn L. Nemerov For For
1l Elect Director John F. O'Brien For For
2 Ratify PricewaterhouseCoopers as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Report on Animal Welfare Against Against
5 Report on Pay Disparity Against Against
Trillium Therapeutics Inc.
Meeting Date: 06/08/2021 Country: Canada Meeting Type: Annual/Special Ticker: TRIL
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Luke Beshar For For
1.2 Elect Director Michael Kamarck For For
1.3 Elect Director Paul Walker For For
1.4 Elect Director Paolo Pucci For For
1.5 Elect Director Jan Skvarka For For
1.6 Elect Director Helen Tayton-Martin For For
1.7 Elect Director Scott Myers For For
2 Approve Ernst & Young LLP as Auditors and For For Authorize Board to Fix Their Remuneration
3 Advisory Vote on Executive Compensation For For Approach
4 Advisory Vote on Say on Pay Frequency One Year One Year Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
TripAdvisor, Inc.
Meeting Date: 06/08/2021 Country: USA Meeting Type: Annual Ticker: TRIP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Gregory B. Maffei For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Gregory (Greg) Maffei, Stephen Kaufer and Albert Rosenthaler due to the company's lack of a formal nominating committee.WITHHOLD votes are warranted for Gregory (Greg) Maffei and Jane Sun for serving on more than three public boards while serving as CEOs of outside companies.WITHHOLD votes are further warranted for Gregory (Greg) Maffei for serving as a non-independent member of a key board committee.WITHHOLD votes are warranted for Jay Hoag for failing to attend at least 75 percent of his total board and committee meetings held during the fiscal year under review without disclosing the reason for the absences and for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1.2 Elect Director Stephen Kaufer For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Gregory (Greg) Maffei, Stephen Kaufer and Albert Rosenthaler due to the company's lack of a formal nominating committee.WITHHOLD votes are warranted for Gregory (Greg) Maffei and Jane Sun for serving on more than three public boards while serving as CEOs of outside companies.WITHHOLD votes are further warranted for Gregory (Greg) Maffei for serving as a non-independent member of a key board committee.WITHHOLD votes are warranted for Jay Hoag for failing to attend at least 75 percent of his total board and committee meetings held during the fiscal year under review without disclosing the reason for the absences and for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1.3 Elect Director Jay C. Hoag For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Gregory (Greg) Maffei, Stephen Kaufer and Albert Rosenthaler due to the company's lack of a formal nominating committee.WITHHOLD votes are warranted for Gregory (Greg) Maffei and Jane Sun for serving on more than three public boards while serving as CEOs of outside companies.WITHHOLD votes are further warranted for Gregory (Greg) Maffei for serving as a non-independent member of a key board committee.WITHHOLD votes are warranted for Jay Hoag for failing to attend at least 75 percent of his total board and committee meetings held during the fiscal year under review without disclosing the reason for the absences and for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1.4 Elect Director Betsy L. Morgan For For
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Gregory (Greg) Maffei, Stephen Kaufer and Albert Rosenthaler due to the company's lack of a formal nominating committee.WITHHOLD votes are warranted for Gregory (Greg) Maffei and Jane Sun for serving on more than three public boards while serving as CEOs of outside companies.WITHHOLD votes are further warranted for Gregory (Greg) Maffei for serving as a non-independent member of a key board committee.WITHHOLD votes are warranted for Jay Hoag for failing to attend at least 75 percent of his total board and committee meetings held during the fiscal year under review without disclosing the reason for the absences and for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1.5 Elect Director M. Greg O'Hara For For
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Gregory (Greg) Maffei, Stephen Kaufer and Albert Rosenthaler due to the company's lack of a formal nominating committee.WITHHOLD votes are warranted for Gregory (Greg) Maffei and Jane Sun for serving on more than three public boards while serving as CEOs of outside companies.WITHHOLD votes are further warranted for Gregory (Greg) Maffei for serving as a non-independent member of a key board committee.WITHHOLD votes are warranted for Jay Hoag for failing to attend at least 75 percent of his total board and committee meetings held during the fiscal year under review without disclosing the reason for the absences and for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
TripAdvisor, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.6 Elect Director Jeremy Philips For For
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Gregory (Greg) Maffei, Stephen Kaufer and Albert Rosenthaler due to the company's lack of a formal nominating committee.WITHHOLD votes are warranted for Gregory (Greg) Maffei and Jane Sun for serving on more than three public boards while serving as CEOs of outside companies.WITHHOLD votes are further warranted for Gregory (Greg) Maffei for serving as a non-independent member of a key board committee.WITHHOLD votes are warranted for Jay Hoag for failing to attend at least 75 percent of his total board and committee meetings held during the fiscal year under review without disclosing the reason for the absences and for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1.7 Elect Director Albert E. Rosenthaler For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Gregory (Greg) Maffei, Stephen Kaufer and Albert Rosenthaler due to the company's lack of a formal nominating committee.WITHHOLD votes are warranted for Gregory (Greg) Maffei and Jane Sun for serving on more than three public boards while serving as CEOs of outside companies.WITHHOLD votes are further warranted for Gregory (Greg) Maffei for serving as a non-independent member of a key board committee.WITHHOLD votes are warranted for Jay Hoag for failing to attend at least 75 percent of his total board and committee meetings held during the fiscal year under review without disclosing the reason for the absences and for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1.8 Elect Director Jane Jie Sun For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Gregory (Greg) Maffei, Stephen Kaufer and Albert Rosenthaler due to the company's lack of a formal nominating committee.WITHHOLD votes are warranted for Gregory (Greg) Maffei and Jane Sun for serving on more than three public boards while serving as CEOs of outside companies.WITHHOLD votes are further warranted for Gregory (Greg) Maffei for serving as a non-independent member of a key board committee.WITHHOLD votes are warranted for Jay Hoag for failing to attend at least 75 percent of his total board and committee meetings held during the fiscal year under review without disclosing the reason for the absences and for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1.9 Elect Director Trynka Shineman Blake For For
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Gregory (Greg) Maffei, Stephen Kaufer and Albert Rosenthaler due to the company's lack of a formal nominating committee.WITHHOLD votes are warranted for Gregory (Greg) Maffei and Jane Sun for serving on more than three public boards while serving as CEOs of outside companies.WITHHOLD votes are further warranted for Gregory (Greg) Maffei for serving as a non-independent member of a key board committee.WITHHOLD votes are warranted for Jay Hoag for failing to attend at least 75 percent of his total board and committee meetings held during the fiscal year under review without disclosing the reason for the absences and for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1.10 Elect Director Robert S. Wiesenthal For For
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Gregory (Greg) Maffei, Stephen Kaufer and Albert Rosenthaler due to the company's lack of a formal nominating committee.WITHHOLD votes are warranted for Gregory (Greg) Maffei and Jane Sun for serving on more than three public boards while serving as CEOs of outside companies.WITHHOLD votes are further warranted for Gregory (Greg) Maffei for serving as a non-independent member of a key board committee.WITHHOLD votes are warranted for Jay Hoag for failing to attend at least 75 percent of his total board and committee meetings held during the fiscal year under review without disclosing the reason for the absences and for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
2 Ratify KPMG LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
3 Amend Omnibus Stock Plan For Against
Blended Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors:* The plan cost is excessive* The plan permits liberal recycling of shares* The plan allows broad discretion to accelerate vesting Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
TripAdvisor, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: Although a concern is noted, a vote FOR this proposal is warranted as pay and performance are reasonably aligned at this time.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Gregory B. Maffei For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Gregory (Greg) Maffei, Stephen Kaufer and Albert Rosenthaler due to the company's lack of a formal nominating committee.WITHHOLD votes are warranted for Gregory (Greg) Maffei and Jane Sun for serving on more than three public boards while serving as CEOs of outside companies.WITHHOLD votes are further warranted for Gregory (Greg) Maffei for serving as a non-independent member of a key board committee.
1.2 Elect Director Stephen Kaufer For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Gregory (Greg) Maffei, Stephen Kaufer and Albert Rosenthaler due to the company's lack of a formal nominating committee.
1.3 Elect Director Jay C. Hoag For Withhold
Blended Rationale: WITHHOLD votes are warranted for Jay Hoag for failing to attend at least 75 percent of his total board and committee meetings held during the fiscal year under review without disclosing the reason for the absences and for serving as a director on more than five public company boards.
1.4 Elect Director Betsy L. Morgan For For
1.5 Elect Director M. Greg O'Hara For For
1.6 Elect Director Jeremy Philips For For
1.7 Elect Director Albert E. Rosenthaler For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominees Gregory (Greg) Maffei, Stephen Kaufer and Albert Rosenthaler due to the company's lack of a formal nominating committee.
1.8 Elect Director Jane Jie Sun For Withhold
Blended Rationale: WITHHOLD votes are warranted for Gregory (Greg) Maffei and Jane Sun for serving on more than three public boards while serving as CEOs of outside companies.
1.9 Elect Director Trynka Shineman Blake For For
1.10 Elect Director Robert S. Wiesenthal For For
2 Ratify KPMG LLP as Auditors For For
3 Amend Omnibus Stock Plan For Against
Blended Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors:- The plan cost is excessive- The plan permits liberal recycling of shares- The plan allows broad discretion to accelerate vesting
4 Advisory Vote to Ratify Named Executive For For Officers' Compensation Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
United Microelectronics Corp.
Meeting Date: 06/08/2021 Country: Taiwan Meeting Type: Annual Ticker: 2303
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Report and Financial For For Statements
2 Approve Profit Distribution For For
3 Approve Issuance Plan of Private Placement For Against for Common Shares, DRs or Euro/Domestic Convertible Bonds
Blended Rationale: A vote AGAINST is warranted because the associated dilution is excessive.
ELECT INDEPENDENT DIRECTORS AND NON-INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
4.1 Elect Wenyi Chu with ID No. E221624XXX as For For Independent Director
4.2 Elect Lih J. Chen with ID No. J100240XXX as For For Independent Director
4.3 Elect Jyuo-Min Shyu with ID No. F102333XXX For For as Independent Director
4.4 Elect Kuang Si Shiu with ID No. F102841XXX For For as Independent Director
4.5 Elect Wen-Hsin Hsu with ID No. R222816XXX For For as Independent Director
4.6 Elect Ting-Yu Lin with Shareholder No. 5015 For For as Non-independent Director
4.7 Elect Stan Hung with Shareholder No. 111699 For For as Non-independent Director
4.8 Elect SC Chien, a Representative of Hsun For For Chieh Investment Co., Ltd. with Shareholder No. 195818 as Non-independent Director
4.9 Elect Jason Wang, a Representative of Silicon For For Integrated Systems Corp. with Shareholder No. 1569628 as Non-independent Director
Workday, Inc.
Meeting Date: 06/08/2021 Country: USA Meeting Type: Annual Ticker: WDAY Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Workday, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Aneel Bhusri For For
1.2 Elect Director Ann-Marie Campbell For For
1.3 Elect Director David A. Duffield For For
1.4 Elect Director Lee J. Styslinger, III For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year
Zhuzhou CRRC Times Electric Co., Ltd.
Meeting Date: 06/08/2021 Country: China Meeting Type: Annual Ticker: 3898
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Report of the Board of Directors For For
2 Approve Report of the Supervisory Committee For For
3 Approve Audited Consolidated Financial For For Statements and Auditor's Report
4 Approve Profit Distribution Plan and Omission For For of Dividend Payment
5 Approve Deloitte Touche Tohmatsu Certified For For Public Accountants LLP as Auditors and Authorize Board to Fix Their Remuneration
6 Approve Credit Line Bank Application For For
7 Approve 2020 Annual Report For For
8 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights for Domestic Shares and/or H Shares
Blended Rationale: A vote AGAINST this resolution is warranted for the following:- The share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Zillow Group, Inc.
Meeting Date: 06/08/2021 Country: USA Meeting Type: Annual Ticker: Z
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Erik Blachford For For
1.2 Elect Director Gordon Stephenson For For
1.3 Elect Director Claire Cormier Thielke For For
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Advisory Vote on Say on Pay Frequency Three Years One Year
Blended Rationale: A vote for the adoption of an ANNUAL say-on-pay frequency is warranted. Annual say-on-pay votes are considered a best practice as they give shareholders a regular opportunity to opine on executive pay.
Affiliated Managers Group, Inc.
Meeting Date: 06/09/2021 Country: USA Meeting Type: Annual Ticker: AMG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Karen L. Alvingham For For
Blended Rationale: A vote AGAINST Karen Alvingham (Karen L. Yerburgh) is warranted for serving as a non-independent member of a key board committee.
1b Elect Director Tracy A. Atkinson For For
1c Elect Director Dwight D. Churchill For For
1d Elect Director Jay C. Horgen For For
1e Elect Director Reuben Jeffery, III For For
1f Elect Director Felix V. Matos Rodriguez For For
1g Elect Director Tracy P. Palandjian For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Affiliated Managers Group, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: Following last year's relatively low support for this proposal, the committee engaged with shareholders, disclosed the feedback received from these discussions, and took some positive actions that appear to address shareholders' feedback. The most notable action was a reduction in 2020 incentive pay to partially offset the value of one-time equity awards granted in 2019. Accordingly, the committee demonstrated adequate responsiveness to last year's low vote result.For the 2020 performance year, both annual and long-term incentives were discretionarily reduced to partially offset the prior year's one-time awards. Nevertheless, there are ongoing concerns regarding the structure and goal rigor of the annual incentive assessment for the year in review. Although the committee slightly increased the weighting of the financial component in response to shareholders' feedback, nearly half of the assessment continued to rely on subjective performance metrics. In addition, all financial target goals were set lower than the prior year's attained performance without a clearly disclosed corresponding reduction in payout opportunity.In light of the concerns noted above, the quantitative pay-for-performance misalignment is not mitigated and a vote AGAINST this proposal is warranted.
3 Ratify PricewaterhouseCoopers LLP as For For Auditors
Beam Therapeutics, Inc.
Meeting Date: 06/09/2021 Country: USA Meeting Type: Annual Ticker: BEAM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Kristina Burow For Against
Blended Rationale: A vote AGAINST is warranted for director nominees Kristina Burow and Graham Cooper for the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1b Elect Director Graham Cooper For Against
Blended Rationale: A vote AGAINST is warranted for director nominees Kristina Burow and Graham Cooper for the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify Deloitte & Touche LLP as Auditors For For
Caterpillar Inc.
Meeting Date: 06/09/2021 Country: USA Meeting Type: Annual Ticker: CAT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kelly A. Ayotte For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Caterpillar Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Blended Rationale: A vote FOR the director nominees is warranted.
1.2 Elect Director David L. Calhoun For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.3 Elect Director Daniel M. Dickinson For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.4 Elect Director Gerald Johnson For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.5 Elect Director David W. MacLennan For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.6 Elect Director Debra L. Reed-Klages For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.7 Elect Director Edward B. Rust, Jr. For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.8 Elect Director Susan C. Schwab For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.9 Elect Director D. James Umpleby, III For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.10 Elect Director Miles D. White For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.11 Elect Director Rayford Wilkins, Jr. For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Ratify PricewaterhouseCoopers as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted as pay and performance are reasonably aligned for the year in review. Before its implementation, the annual incentive program was canceled due to COVID-19 and its impact. Long-term equity incentives were half performance-based and tied to a financial metric. Moreover, the long-term plan measures performance over a multi-year period.
4 Report on Climate Policy Against For
Blended Rationale: A vote FOR this proposal is warranted, as additional information on the company's performance and improvement targets towards achieving net zero emissions, as well as related oversight mechanisms, would allow shareholders to better assess the company's management of climate-related risks.
5 Report on Diversity and Inclusion Efforts Against For
Blended Rationale: A vote FOR this resolution is warranted, as additional diversity-related disclosure would allow shareholders to better assess the effectiveness of the company's diversity and inclusion efforts and management of related risks. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Caterpillar Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Amend Certificate of Incorporate to become Against Against Public Benefit Corporation
Blended Rationale: A vote AGAINST this proposal is warranted, as the request for the board to amend the company’s Certificate of Incorporation to become a Public Benefit Corporation does not appear to be necessary to see that the company is acting in a responsible and sustainable way.
7 Provide Right to Act by Written Consent Against For
Blended Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kelly A. Ayotte For For
1.2 Elect Director David L. Calhoun For For
1.3 Elect Director Daniel M. Dickinson For For
1.4 Elect Director Gerald Johnson For For
1.5 Elect Director David W. MacLennan For For
1.6 Elect Director Debra L. Reed-Klages For For
1.7 Elect Director Edward B. Rust, Jr. For For
1.8 Elect Director Susan C. Schwab For For
1.9 Elect Director D. James Umpleby, III For For
1.10 Elect Director Miles D. White For For
1.11 Elect Director Rayford Wilkins, Jr. For For
2 Ratify PricewaterhouseCoopers as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Report on Climate Policy Against For
Blended Rationale: A vote FOR this proposal is warranted, as additional information on the company's performance and improvement targets towards achieving net zero emissions, as well as related oversight mechanisms, would allow shareholders to better assess the company's management of climate-related risks.
5 Report on Diversity and Inclusion Efforts Against For
Blended Rationale: A vote FOR this resolution is warranted, as additional diversity-related disclosure would allow shareholders to better assess the effectiveness of the company's diversity and inclusion efforts and management of related risks.
6 Amend Certificate of Incorporate to become Against Against Public Benefit Corporation
7 Provide Right to Act by Written Consent Against For
Blended Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China Mobile Limited
Meeting Date: 06/09/2021 Country: Hong Kong Meeting Type: Special Ticker: 941
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve RMB Share Issue and the Specific For For Mandate
2 Authorize Board to Handle All Matters in For For Relation to the RMB Share Issue
3 Approve Plan for Distribution of Profits For For Accumulated Before the RMB Share Issue
4 Approve Price Stabilization Plan of RMB For For Shares for Three Years After the Proposed Issue of RMB Shares
5 Approve Shareholders Return Plan Within For For Three Years After RMB Share Issue
6 Approve Use of Proceeds from RMB Share For For Issue
7 Approve Remedial Measures for the Potential For For Dilution of Immediate Returns Resulting from the RMB Share Issue
8 Approve Undertakings and the Corresponding For For Binding Measures in Connection with the Proposed Issue of RMB Shares
9 Authorize Board to Handle All Matters in For For Relation to the Director and Senior Management Liability Insurance and A Share Prospectus Liability Insurance
10 Adopt Rules and Procedures Regarding For For General Meetings of Shareholders
11 Adopt Rules and Procedures Regarding For For Meetings of Board of Directors
12 Amend Articles of Association For For
China Resources Land Limited
Meeting Date: 06/09/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 1109 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China Resources Land Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3.1 Elect Chen Rong as Director For For
3.2 Elect Wang Yan as Director For For
3.3 Elect Li Xin as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee members Xin Li and Andrew Yan are warranted for lack of gender diversity on the board.
3.4 Elect Guo Shiqing as Director For For
3.5 Elect Wan Kam To, Peter as Director For Against
Blended Rationale: A vote AGAINST the election of Kam To (Peter) Wan is warranted for serving on more than six public company boards.
3.6 Elect Yan Y. Andrew as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee members Xin Li and Andrew Yan are warranted for lack of gender diversity on the board.
3.7 Authorize Board to Fix Remuneration of For For Directors
4 Approve Ernst & Young as Auditor and For For Authorize Board to Fix Their Remuneration
5 Authorize Repurchase of Issued Share Capital For For
6 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
7 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
CITIC Limited
Meeting Date: 06/09/2021 Country: Hong Kong Meeting Type: Annual Ticker: 267 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
CITIC Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Elect Xi Guohua as Director For For
4 Elect Song Kangle as Director For For
5 Elect Liu Zhuyu as Director For For
6 Elect Peng Yanxiang as Director For For
7 Elect Yu Yang as Director For For
8 Elect Liu Zhongyuan as Director For For
9 Elect Xu Jinwu as Director For For
10 Elect Toshikazu Tagawa as Director For For
11 Approve PricewaterhouseCoopers as Auditor For For and Authorize Board to Fix Their Remuneration
12 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST this resolution is warranted for the following:- The share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
13 Authorize Repurchase of Issued Share Capital For For
Crocs, Inc.
Meeting Date: 06/09/2021 Country: USA Meeting Type: Annual Ticker: CROX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Ronald L. Frasch For For
1.2 Elect Director Andrew Rees For For
1.3 Elect Director Charisse Ford Hughes For For
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Devon Energy Corporation
Meeting Date: 06/09/2021 Country: USA Meeting Type: Annual Ticker: DVN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Barbara M. Baumann For For
1.2 Elect Director John E. Bethancourt For For
1.3 Elect Director Ann G. Fox For For
1.4 Elect Director David A. Hager For Withhold
Blended Rationale: WITTHOLD votes for directors David Hager and Kelt Kindick are warranted, as the company could take some steps to better manage climate-related risks.
1.5 Elect Director Kelt Kindick For Withhold
Blended Rationale: WITTHOLD votes for directors David Hager and Kelt Kindick are warranted, as the company could take some steps to better manage climate-related risks.
1.6 Elect Director John Krenicki, Jr. For For
1.7 Elect Director Karl F. Kurz For For
1.8 Elect Director Robert A. Mosbacher, Jr. For For
1.9 Elect Director Richard E. Muncrief For For
1.10 Elect Director Duane C. Radtke For For
1.11 Elect Director Valerie M. Williams For For
2 Ratify KPMG LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Dollarama Inc.
Meeting Date: 06/09/2021 Country: Canada Meeting Type: Annual Ticker: DOL
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1A Elect Director Joshua Bekenstein For For
1B Elect Director Gregory David For For
1C Elect Director Elisa D. Garcia C. For For
1D Elect Director Stephen Gunn For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Dollarama Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1E Elect Director Kristin Mugford For For
1F Elect Director Nicholas Nomicos For For
1G Elect Director Neil Rossy For For
1H Elect Director Samira Sakhia For For
1I Elect Director Huw Thomas For For
2 Approve PricewaterhouseCoopers LLP as For For Auditors and Authorize Board to Fix Their Remuneration
3 Advisory Vote on Executive Compensation For For Approach
Shareholder Proposal
4 SP 1: Production of an Annual Report on Risks Against For to Human Rights Arising Out of the Use of Third-Party Employment Agencies
Blended Rationale: A vote FOR this proposal is warranted. Adoption of the proposal should serve to further strengthen the company's commitment to human rights, as well as augment its existing human rights-related oversight mechanisms, and thus help safeguard the company's reputation and long-term shareholder value.
DWS Group GmbH & Co. KGaA
Meeting Date: 06/09/2021 Country: Germany Meeting Type: Annual Ticker: DWS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports for Fiscal Year 2020
2 Approve Allocation of Income and Dividends For For of EUR 1.81 per Share
3 Approve Discharge of Personally Liable For For Partner for Fiscal Year 2020
4 Approve Discharge of Supervisory Board for For For Fiscal Year 2020
5 Ratify KPMG AG as Auditors for Fiscal Year For For 2021
6 Approve Remuneration Policy For For
7 Approve Remuneration of Supervisory Board For For
8 Amend Corporate Purpose For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Expedia Group, Inc.
Meeting Date: 06/09/2021 Country: USA Meeting Type: Annual Ticker: EXPE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Samuel Altman For For
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Chelsea Clinton and Craig Jacobson for modifications to previously granted option awards reducing the at-risk nature of the awards, which is a problematic practice.A vote FOR the remaining director nominees is warranted.
1b Elect Director Beverly Anderson For For
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Chelsea Clinton and Craig Jacobson for modifications to previously granted option awards reducing the at-risk nature of the awards, which is a problematic practice.A vote FOR the remaining director nominees is warranted.
1c Elect Director Susan Athey For For
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Chelsea Clinton and Craig Jacobson for modifications to previously granted option awards reducing the at-risk nature of the awards, which is a problematic practice.A vote FOR the remaining director nominees is warranted.
1d Elect Director Chelsea Clinton For Withhold
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Chelsea Clinton and Craig Jacobson for modifications to previously granted option awards reducing the at-risk nature of the awards, which is a problematic practice.A vote FOR the remaining director nominees is warranted.
1e Elect Director Barry Diller For For
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Chelsea Clinton and Craig Jacobson for modifications to previously granted option awards reducing the at-risk nature of the awards, which is a problematic practice.A vote FOR the remaining director nominees is warranted.
1f Elect Director Jon Gieselman - Withdrawn
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Chelsea Clinton and Craig Jacobson for modifications to previously granted option awards reducing the at-risk nature of the awards, which is a problematic practice.A vote FOR the remaining director nominees is warranted.
1g Elect Director Craig Jacobson For Withhold
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Chelsea Clinton and Craig Jacobson for modifications to previously granted option awards reducing the at-risk nature of the awards, which is a problematic practice.A vote FOR the remaining director nominees is warranted.
1h Elect Director Peter Kern For For
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Chelsea Clinton and Craig Jacobson for modifications to previously granted option awards reducing the at-risk nature of the awards, which is a problematic practice.A vote FOR the remaining director nominees is warranted.
1i Elect Director Dara Khosrowshahi For For
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Chelsea Clinton and Craig Jacobson for modifications to previously granted option awards reducing the at-risk nature of the awards, which is a problematic practice.A vote FOR the remaining director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Expedia Group, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1j Elect Director Patricia Menendez-Cambo For For
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Chelsea Clinton and Craig Jacobson for modifications to previously granted option awards reducing the at-risk nature of the awards, which is a problematic practice.A vote FOR the remaining director nominees is warranted.
1k Elect Director Greg Mondre For For
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Chelsea Clinton and Craig Jacobson for modifications to previously granted option awards reducing the at-risk nature of the awards, which is a problematic practice.A vote FOR the remaining director nominees is warranted.
1l Elect Director David Sambur - Withdrawn
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Chelsea Clinton and Craig Jacobson for modifications to previously granted option awards reducing the at-risk nature of the awards, which is a problematic practice.A vote FOR the remaining director nominees is warranted.
1m Elect Director Alex von Furstenberg For For
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Chelsea Clinton and Craig Jacobson for modifications to previously granted option awards reducing the at-risk nature of the awards, which is a problematic practice.A vote FOR the remaining director nominees is warranted.
1n Elect Director Julie Whalen For For
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Chelsea Clinton and Craig Jacobson for modifications to previously granted option awards reducing the at-risk nature of the awards, which is a problematic practice.A vote FOR the remaining director nominees is warranted.
2 Amend Qualified Employee Stock Purchase For For Plan
Blended Rationale: A vote FOR this proposal is warranted given that:* The purchase price is reasonable;* The number of shares reserved is relatively conservative; and* The offer period is within the limits prescribed by Section 423 of the Internal Revenue Code.
3 Ratify Ernst & Young LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
4 Report on Political Contributions and Against For Expenditures
Blended Rationale: A vote FOR this proposal is warranted, as shareholders could benefit from additional information regarding the company's political expenditures and trade association activities.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Samuel Altman For For
1b Elect Director Beverly Anderson For For
1c Elect Director Susan Athey For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Expedia Group, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1d Elect Director Chelsea Clinton For Withhold
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Chelsea Clinton and Craig Jacobson for modifications to previously granted option awards reducing the at-risk nature of the awards, which is a problematic practice.
1e Elect Director Barry Diller For For
1f Elect Director Jon Gieselman - Withdrawn
1g Elect Director Craig Jacobson For Withhold
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Chelsea Clinton and Craig Jacobson for modifications to previously granted option awards reducing the at-risk nature of the awards, which is a problematic practice.
1h Elect Director Peter Kern For For
1i Elect Director Dara Khosrowshahi For For
1j Elect Director Patricia Menendez-Cambo For For
1k Elect Director Greg Mondre For For
1l Elect Director David Sambur - Withdrawn
1m Elect Director Alex von Furstenberg For For
1n Elect Director Julie Whalen For For
2 Amend Qualified Employee Stock Purchase For For Plan
3 Ratify Ernst & Young LLP as Auditors For For
4 Report on Political Contributions and Against For Expenditures
Blended Rationale: A vote FOR this proposal is warranted, as shareholders could benefit from additional information regarding the company's political expenditures and trade association activities.
Hellenic Telecommunications Organization SA
Meeting Date: 06/09/2021 Country: Greece Meeting Type: Annual Ticker: HTO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Annual Meeting Agenda
1 Approve Financial Statements, Statutory For For Reports and Income Allocation
2 Receive Audit Committee's Activity Report Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Hellenic Telecommunications Organization SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Approve Management of Company and Grant For For Discharge to Auditors
4 Ratify Auditors For For
5 Approve Remuneration of Directors and For For Members of Committees
6 Approve Remuneration of Certain Board For For Members
7 Advisory Vote on Remuneration Report For For
8 Approve Director and Officer Liability For For Contracts
9 Announcement on Related Party Transactions
10 Approve Reduction in Issued Share Capital For For
11 Approve Suitability Policy for Directors For For
Elect Directors: Items 12.1-12.10: Please Vote FOR up to Ten Directors; Otherwise Please ABSTAIN
Shareholder Proposals 12.1-12.6, 12.8 and 12.10 Submitted by Deutsche Telekom AG and 12.7 and 12.9 Submitted by Hellenic Republic
12.1 Elect Michael Tsamaz as Director None Abstain
Blended Rationale: An 'ABSTAIN' vote regarding the elections of executive and NI-NED nominees submitted under Items 12.1-12.7 is warranted because the board does not meet the one third independence guideline and the combined remuneration and nomination committee is not 50 percent independent.In addition, director Tsamaz (Item 12.1) combines the position of chairman and CEO.
12.2 Elect Charalampos Mazarakis as Director None Abstain
Blended Rationale: An 'ABSTAIN' vote regarding the elections of executive and NI-NED nominees submitted under Items 12.1-12.7 is warranted because the board does not meet the one third independence guideline and the combined remuneration and nomination committee is not 50 percent independent.
12.3 Elect Robert Hauber as Director None Abstain
Blended Rationale: An 'ABSTAIN' vote regarding the elections of executive and NI-NED nominees submitted under Items 12.1-12.7 is warranted because the board does not meet the one third independence guideline and the combined remuneration and nomination committee is not 50 percent independent.
12.4 Elect Kyra Orth as Director None Abstain
Blended Rationale: An 'ABSTAIN' vote regarding the elections of executive and NI-NED nominees submitted under Items 12.1-12.7 is warranted because the board does not meet the one third independence guideline and the combined remuneration and nomination committee is not 50 percent independent.
12.5 Elect Dominique Leroy as Director None Abstain
Blended Rationale: An 'ABSTAIN' vote regarding the elections of executive and NI-NED nominees submitted under Items 12.1-12.7 is warranted because the board does not meet the one third independence guideline and the combined remuneration and nomination committee is not 50 percent independent. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Hellenic Telecommunications Organization SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
12.6 Elect Michael Wilkens as Director None Abstain
Blended Rationale: An 'ABSTAIN' vote regarding the elections of executive and NI-NED nominees submitted under Items 12.1-12.7 is warranted because the board does not meet the one third independence guideline and the combined remuneration and nomination committee is not 50 percent independent.
12.7 Elect Gregory Zarifopoulos as Director None Abstain
Blended Rationale: An 'ABSTAIN' vote regarding the elections of executive and NI-NED nominees submitted under Items 12.1-12.7 is warranted because the board does not meet the one third independence guideline and the combined remuneration and nomination committee is not 50 percent independent.
12.8 Elect Eelco Blok as Independent Director None For
12.9 Elect Dimitris Georgoutsos as Independent None For Director
12.10 Elect Catherine Dorlodot as Independent None For Director
13 Approve Type, Composition and Tenure of the None For Audit Committee
14 Authorize Board to Participate in Companies For For with Similar Business Interests
15 Various Announcements
HOCHDORF Holding AG
Meeting Date: 06/09/2021 Country: Switzerland Meeting Type: Annual Ticker: HOCN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Treatment of Net Loss For For
3 Approve Discharge of Board and Senior For For Management
4.1 Approve Remuneration Report For For
4.2 Approve Remuneration of Directors in the For For Amount of CHF 600,000
4.3 Approve Remuneration of Executive For For Committee in the Amount of CHF 2 Million
5.1 Reelect Juerg Oleas as Director For For
5.2 Reelect Markus Buehlmann as Director For For
5.3 Reelect Andreas Herzog as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
HOCHDORF Holding AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5.4 Reelect Jean-Philippe Rochat as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Jean-Philippe Rochat are warranted for lack of gender diversity on the board.
5.5 Reelect Ralph Siegl as Director For For
5.6 Reelect Juerg Oleas as Board Chairman For For
5.7 Appoint Juerg Oleas as Member of the For For Personnel and Compensation Committee
5.8 Appoint Jean-Philippe Rochat as Member of For Against the Personnel and Compensation Committee
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Jean-Philippe Rochat are warranted for lack of gender diversity on the board.
5.9 Appoint Ralph Siegl as Member of the For For Personnel and Compensation Committee
6 Designate Urban Bieri as Independent Proxy For For
7 Ratify KPMG AG as Auditors For For
8 Transact Other Business (Voting) For Against
Blended Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Kweichow Moutai Co., Ltd.
Meeting Date: 06/09/2021 Country: China Meeting Type: Annual Ticker: 600519
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Report of the Board of Directors For For
2 Approve Report of the Board of Supervisors For For
3 Approve Annual Report and Summary For For
4 Approve Financial Statements For For
5 Approve Financial Budget Report For For
6 Approve Profit Distribution For For
7 Approve Report of the Independent Directors For For
8 Approve to Appoint Financial Auditor and For For Internal Control Auditor Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021 lululemon athletica inc.
Meeting Date: 06/09/2021 Country: USA Meeting Type: Annual Ticker: LULU
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Calvin McDonald For For
Blended Rationale: A vote FOR the director nominees is warranted.
1b Elect Director Martha Morfitt For For
Blended Rationale: A vote FOR the director nominees is warranted.
1c Elect Director Emily White For For
Blended Rationale: A vote FOR the director nominees is warranted.
1d Elect Director Kourtney Gibson For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted as pay and performance are reasonably aligned for the year in review. Annual incentives were based on pre-set financial goals; however, due to the COVID-19 pandemic, performance was based only on the second half of the year. In addition, payouts were capped at 100 percent of target. Half of the long-term incentives consisted of performance-based equity tied to company performance and measured over a multi-year period.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Calvin McDonald For For
1b Elect Director Martha Morfitt For For
1c Elect Director Emily White For For
1d Elect Director Kourtney Gibson For For
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
MarketAxess Holdings Inc.
Meeting Date: 06/09/2021 Country: USA Meeting Type: Annual Ticker: MKTX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Richard M. McVey For For
1b Elect Director Nancy Altobello For For
1c Elect Director Steven L. Begleiter For For
1d Elect Director Stephen P. Casper For For
1e Elect Director Jane Chwick For For
1f Elect Director Christopher R. Concannon For For
1g Elect Director William F. Cruger For For
1h Elect Director Kourtney Gibson For For
1i Elect Director Justin G. Gmelich For For
1j Elect Director Richard G. Ketchum For For
1k Elect Director Emily H. Portney For For
1l Elect Director Richard L. Prager For For
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Mowi ASA
Meeting Date: 06/09/2021 Country: Norway Meeting Type: Annual Ticker: MOWI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Chairman of Meeting; Designate For For Inspector(s) of Minutes of Meeting
2 Approve Notice of Meeting and Agenda For For
3 Receive Briefing on the Business
4 Accept Financial Statements and Statutory For For Reports; Approve Allocation of Income Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mowi ASA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Discuss Company's Corporate Governance Statement
6 Approve Remuneration Policy And Other For For Terms of Employment For Executive Management
7 Approve Equity Plan Financing For For
8 Approve Remuneration of Directors For For
9 Approve Remuneration of Nomination For For Committee
10 Approve Remuneration of Auditors For For
11a Reelect Ole-Eirik Leroy (Chairman) as Director For Against
Blended Rationale: A vote AGAINST candidates Ole-Eirik Leroey, Nicholays Gheysens and Kristian Melhuus is warranted due to their non-independent status on a board with an insufficient level of overall independence.
11b Reelect Kristian Melhuus (Vice Chairman) as For Against Director
Blended Rationale: A vote AGAINST candidates Ole-Eirik Leroey, Nicholays Gheysens and Kristian Melhuus is warranted due to their non-independent status on a board with an insufficient level of overall independence.
11c Reelect Lisbet K. Naero as Director For For
11d Elect Nicholays Gheysens as New Director For Against
Blended Rationale: A vote AGAINST candidates Ole-Eirik Leroey, Nicholays Gheysens and Kristian Melhuus is warranted due to their non-independent status on a board with an insufficient level of overall independence.
11e Elect Kathrine Fredriksen as New Personal For For Deputy Director for Cecilie Fredriksen
12a Elect Ann Kristin Brautaset as Member and For For Chair of Nominating Committee
12b Elect Merete Haugli as Member of Nominating For For Committee
13 Authorize Board to Distribute Dividends For For
14 Authorize Share Repurchase Program and For For Reissuance of Repurchased Shares
15a Approve Creation of NOK 387.8 Million Pool of For For Capital without Preemptive Rights
15b Authorize Issuance of Convertible Bonds For For without Preemptive Rights up to Aggregate Nominal Amount of NOK 3.2 Billion; Approve Creation of NOK 387.8 Million Pool of Capital to Guarantee Conversion Rights
Nexstar Media Group, Inc.
Meeting Date: 06/09/2021 Country: USA Meeting Type: Annual Ticker: NXST Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Nexstar Media Group, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Perry A. Sook For For
1.2 Elect Director Geoff D. Armstrong For For
1.3 Elect Director Jay M. Grossman For For
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
NovoCure Limited
Meeting Date: 06/09/2021 Country: Jersey Meeting Type: Annual Ticker: NVCR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Asaf Danziger For For
1b Elect Director William Doyle For For
1c Elect Director Jeryl Hilleman For For
1d Elect Director David Hung For For
1e Elect Director Kinyip Gabriel Leung For For
1f Elect Director Martin Madden For For
1g Elect Director Sherilyn McCoy For For
1h Elect Director Timothy Scannell For For
1i Elect Director William Vernon For For
2 Ratify Kost Forer Gabbay & Kasierer as For For Auditors
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Paratek Pharmaceuticals, Inc.
Meeting Date: 06/09/2021 Country: USA Meeting Type: Annual Ticker: PRTK Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Paratek Pharmaceuticals, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Rolf K. Hoffmann For For
1.2 Elect Director Kristine Peterson For For
1.3 Elect Director Jeffrey Stein For For
2 Increase Authorized Common Stock For For
3 Ratify Ernst & Young LLP as Auditors For For
Penn National Gaming, Inc.
Meeting Date: 06/09/2021 Country: USA Meeting Type: Annual Ticker: PENN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director David A. Handler For For
1.2 Elect Director John M. Jacquemin For For
2 Increase Authorized Common Stock For For
3 Amend Omnibus Stock Plan For For
4 Ratify Deloitte & Touche LLP as Auditors For For
5 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Qualys, Inc.
Meeting Date: 06/09/2021 Country: USA Meeting Type: Annual Ticker: QLYS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Jeffrey P. Hank For For
Blended Rationale: A vote FOR the director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Qualys, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Sumedh S. Thakar For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Ratify Grant Thornton LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. Two executives were granted substantial equity awards in 2020. While the CEO's such award was primarily performance-based, target goals were undisclosed, and the other NEO's sizable grant was exclusively time based. Further, the committee modified certain of the CEO's 2018 and 2019 long-term performance equity awards to revise the goals in light of existing and potential impacts of COVID-19, in addition to lowering most of the STI target goals without lowering payout opportunities.
4 Approve Qualified Employee Stock Purchase For For Plan
Blended Rationale: A vote FOR this proposal is warranted given that:* The purchase price is reasonable;* The shares reserved is relatively conservative; and* The offering period is within the limits prescribed by Section 423 of the Internal Revenue Code.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Jeffrey P. Hank For For
1.2 Elect Director Sumedh S. Thakar For For
2 Ratify Grant Thornton LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. Two executives were granted substantial equity awards in 2020. While the CEO's such award was primarily performance-based, target goals were undisclosed, and the other NEO's sizable grant was exclusively time based. Further, the committee modified certain of the CEO's 2018 and 2019 long-term performance equity awards to revise the goals in light of existing and potential impacts of COVID-19, in addition to lowering most of the STI target goals without lowering payout opportunities.
4 Approve Qualified Employee Stock Purchase For For Plan
Radius Health, Inc.
Meeting Date: 06/09/2021 Country: USA Meeting Type: Annual Ticker: RDUS Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Radius Health, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Owen Hughes For Against
Blended Rationale: A vote AGAINST incumbent director nominees Owen Hughes and G. Kelly Martin is warranted given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.A vote AGAINST Owen Hughes is further warranted, as the only member of the Nominating and Corporate Governance Committee on the ballot at this meeting, due to the board's adoption of an unduly restrictive federal forum selection provision, which has not been submitted to a shareholder vote.
1b Elect Director G. Kelly Martin For Against
Blended Rationale: A vote AGAINST incumbent director nominees Owen Hughes and G. Kelly Martin is warranted given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year
Redfin Corporation
Meeting Date: 06/09/2021 Country: USA Meeting Type: Annual Ticker: RDFN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Austin Ligon For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees David (Dave) Lissy, Austin Ligon, and James Slavet given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1b Elect Director David Lissy For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees David (Dave) Lissy, Austin Ligon, and James Slavet given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1c Elect Director James Slavet For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees David (Dave) Lissy, Austin Ligon, and James Slavet given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Redfin Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Ratify Deloitte & Touche LLP as Auditors For For
4 Require a Majority Vote for the Election of Against For Directors
Blended Rationale: A vote FOR this proposal is warranted as it would give shareholders a more meaningful voice in the election of directors and further enhance the company's corporate governance.
Sanlam Ltd.
Meeting Date: 06/09/2021 Country: South Africa Meeting Type: Annual Ticker: SLM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports for the Year Ended 31 December 2020
2 Reappoint Ernst & Young Inc as Joint Auditors For For with C du Toit as the Individual and Designated Auditor
3 Reappoint KPMG Inc as Joint Auditors For For
4 Elect Nicolaas Kruger as Director For For
5.1 Re-elect Mathukana Mokoka as Director For For
5.2 Re-elect Karabo Nondumo as Director For For
5.3 Re-elect Johan van Zyl as Director For Against
Blended Rationale: A vote AGAINST the re-election of Johan van Zyl is warranted:- The Director is a non-independent NED who serve as a member of a Board on which there is no majority of independent NEDs among the NEDs.
6.1 Re-elect Paul Hanratty as Director For For
6.2 Elect Abigail Mukhuba as Director For For
7.1 Re-elect Andrew Birrell as Member of the For For Audit Committee
7.2 Elect Nicolaas Kruger as Member of the Audit For For Committee
7.3 Re-elect Mathukana Mokoka as Member of the For For Audit Committee
7.4 Re-elect Kobus Moller as Member of the Audit For Against Committee
Blended Rationale: A vote AGAINST this item is warranted:- Kobus Moeller is a non-independent Audit Committee Chair.
7.5 Re-elect Karabo Nondumo as Member of the For For Audit Committee Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sanlam Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8.1 Approve Remuneration Policy For For
8.2 Approve Remuneration Implementation For Against Report
Blended Rationale: A vote AGAINST this resolution is warranted:- The outgoing CEO, Ian Kirk, will receive a restraint of trade condition for 36 months valued at ZAR 30.3 million (USD 2.3 million). The quantum and time period covered are considered significant, and the Company has not provided a compelling rationale.- The incoming CEO, Paul Hanratty, will receive a five-year remuneration arrangement valued at ZAR 332 million (USD 24 million), which is considered significantly sized.
9 Approve Remuneration of Executive Directors For For and Non-executive Directors for the Financial Year Ended 31 December 2020
10 Place Authorised but Unissued Shares under For For Control of Directors
11 Authorise Board to Issue Shares for Cash For For
12 Authorise Ratification of Approved For For Resolutions
A Approve Remuneration of Non-executive For For Directors for the Period 01 July 2021 until 30 June 2022
B Authorise Repurchase of Issued Share Capital For For
C Approve Financial Assistance in Terms of For For Section 44 of the Companies Act
D Approve Financial Assistance in Terms of For For Section 45 of the Companies Act
Target Corporation
Meeting Date: 06/09/2021 Country: USA Meeting Type: Annual Ticker: TGT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Douglas M. Baker, Jr. For For
1b Elect Director George S. Barrett For For
1c Elect Director Brian C. Cornell For For
1d Elect Director Robert L. Edwards For For
1e Elect Director Melanie L. Healey For For
1f Elect Director Donald R. Knauss For For
1g Elect Director Christine A. Leahy For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Target Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1h Elect Director Monica C. Lozano For For
1i Elect Director Mary E. Minnick For For
1j Elect Director Derica W. Rice For For
1k Elect Director Kenneth L. Salazar For For
1l Elect Director Dmitri L. Stockton For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Amend Proxy Access Right Against For
Blended Rationale: A vote FOR this proposal is warranted as the proposed elimination of the 20-shareholder aggregation limit would improve the company's existing proxy access right for shareholders.
Thomson Reuters Corporation
Meeting Date: 06/09/2021 Country: Canada Meeting Type: Annual Ticker: TRI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director David Thomson For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns are highlighted at this time.
1.2 Elect Director Steve Hasker For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns are highlighted at this time.
1.3 Elect Director Kirk E. Arnold For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns are highlighted at this time.
1.4 Elect Director David W. Binet For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns are highlighted at this time.
1.5 Elect Director W. Edmund Clark For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns are highlighted at this time.
1.6 Elect Director Michael E. Daniels For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns are highlighted at this time.
1.7 Elect Director Kirk Koenigsbauer For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns are highlighted at this time. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Thomson Reuters Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.8 Elect Director Deanna Oppenheimer For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns are highlighted at this time.
1.9 Elect Director Vance K. Opperman For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns are highlighted at this time.
1.10 Elect Director Simon Paris For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns are highlighted at this time.
1.11 Elect Director Kim M. Rivera For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns are highlighted at this time.
1.12 Elect Director Barry Salzberg For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns are highlighted at this time.
1.13 Elect Director Peter J. Thomson For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns are highlighted at this time.
1.14 Elect Director Wulf von Schimmelmann For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns are highlighted at this time.
2 Approve PricewaterhouseCoopers LLP as For For Auditors and Authorize Board to Fix Their Remuneration
3 Advisory Vote on Executive Compensation For For Approach
4 SP 1: Produce a Human Rights Risk Report Against For
Blended Rationale: Vote FOR this shareholder proposal.Given the human rights controversy the company is involved in and in the absence of clear policies and processes to mitigate these human rights risks and manage future risks as it transforms to an AI technology company, the specific disclosure requested by the proponents could be beneficial to shareholders and their ability to assess the ongoing risks and have comfort that the company and the board are appropriately prioritizing their oversight of these risks. Furthermore, it appears the company's strategy should be informed by the UNGPs as the most widely accepted set of governing principles on human rights risks.
Vital Farms, Inc.
Meeting Date: 06/09/2021 Country: USA Meeting Type: Annual Ticker: VITL
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kofi Owusu Amoo-Gottfried For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Vital Farms, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Brent Drever For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Brent Drever and Karl Khoury given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.3 Elect Director Karl Khoury For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Brent Drever and Karl Khoury given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify KPMG LLP as Auditors For For
WPP Plc
Meeting Date: 06/09/2021 Country: Jersey Meeting Type: Annual Ticker: WPP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Approve Compensation Committee Report For For
4 Elect Angela Ahrendts as Director For For
5 Elect Tom Ilube as Director For For
6 Elect Ya-Qin Zhang as Director For For
7 Re-elect Jacques Aigrain as Director For For
8 Re-elect Sandrine Dufour as Director For For
9 Re-elect Tarek Farahat as Director For For
10 Re-elect Roberto Quarta as Director For For
11 Re-elect Mark Read as Director For For
12 Re-elect John Rogers as Director For For
13 Re-elect Cindy Rose as Director For For
14 Re-elect Nicole Seligman as Director For For
15 Re-elect Sally Susman as Director For For
16 Re-elect Keith Weed as Director For For
17 Re-elect Jasmine Whitbread as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
WPP Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
18 Reappoint Deloitte LLP as Auditors For For
19 Authorise the Audit Committee to Fix For For Remuneration of Auditors
20 Authorise Issue of Equity For For
21 Authorise Market Purchase of Ordinary Shares For For
22 Authorise Issue of Equity without Pre-emptive For For Rights
23 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
24 Adopt New Articles of Association For For
Xtrackers (IE) plc - Xtrackers MSCI World Financials UCITS ETF
Meeting Date: 06/09/2021 Country: Ireland Meeting Type: Annual Ticker: XDWF
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Ratify Auditors For For
2 Authorise Board to Fix Remuneration of For For Auditors
ALX Oncology Holdings, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: ALXO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Corey Goodman For Withhold
Blended Rationale: WITHHOLD votes are warranted for Corey Goodman and Jason Lettmann given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
ALX Oncology Holdings, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Jason Lettmann For Withhold
Blended Rationale: WITHHOLD votes are warranted for Corey Goodman and Jason Lettmann given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
1.3 Elect Director Sophia Randolph For For
2 Ratify KPMG LLP as Auditors For For
Amicus Therapeutics, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: FOLD
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Craig A. Wheeler For For
1.2 Elect Director Burke W. Whitman For For
2 Amend Omnibus Stock Plan For Against
Blended Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors:- The plan cost is excessive;- The disclosure of change-in-control ("CIC") vesting treatment is incomplete (or is otherwise considered discretionary); and- The plan allows broad discretion to accelerate vesting.
3 Ratify Ernst & Young LLP as Auditors For For
4 Advisory Vote to Ratify Named Executive For For Officers' Compensation
ASUSTek Computer, Inc.
Meeting Date: 06/10/2021 Country: Taiwan Meeting Type: Annual Ticker: 2357
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements For For
2 Approve Profit Distribution For For
3 Approve Amendments to Articles of For For Association Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
ASUSTek Computer, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Approve Amendment to Rules and Procedures For For for Election of Directors
AU Optronics Corp.
Meeting Date: 06/10/2021 Country: Taiwan Meeting Type: Annual Ticker: 2409
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Report and Financial For For Statements
2 Approve Profit Distribution For For
3 Approve Issuance of New Common Shares for For For Cash to Sponsor Issuance of the Overseas Depositary Shares and/or for Cash in Public Offering and/or for Cash in Private Placement and/or Issuance of Overseas or Domestic Convertible Bonds in Private Placement
4 Amend Procedures Governing the Acquisition For For or Disposal of Assets and Amend Procedures for Endorsement and Guarantees
5 Approve Release of Restrictions of For For Competitive Activities of Directors
Brenntag SE
Meeting Date: 06/10/2021 Country: Germany Meeting Type: Annual Ticker: BNR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal Year 2020 (Non-Voting)
2 Approve Allocation of Income and Dividends For For of EUR 1.35 per Share
3 Approve Discharge of Management Board for For For Fiscal Year 2020
4 Approve Discharge of Supervisory Board for For For Fiscal Year 2020 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Brenntag SE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Ratify PricewaterhouseCoopers GmbH as For For Auditors for Fiscal Year 2021
6 Approve Remuneration Policy for the For For Management Board
7.1 Approve Remuneration of Supervisory Board For For
7.2 Approve Remuneration Policy for the For For Supervisory Board
Cardiff Oncology, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: CRDF
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director James O. Armitage For For
1.2 Elect Director John Brancaccio For For
1.3 Elect Director Mark Erlander For For
1.4 Elect Director Rodney S. Markin For For
1.5 Elect Director Mani Mohindru For For
1.6 Elect Director Gary W. Pace For For
1.7 Elect Director Renee P. Tannenbaum For For
1.8 Elect Director Lale White For For
2 Ratify BDO USA, LLP as Auditors For For
3 Approve Omnibus Stock Plan For For
Chroma Ate, Inc.
Meeting Date: 06/10/2021 Country: Taiwan Meeting Type: Annual Ticker: 2360
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Chroma Ate, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve Profit Distribution For For
CRISPR Therapeutics AG
Meeting Date: 06/10/2021 Country: Switzerland Meeting Type: Annual Ticker: CRSP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Consolidated Financial Statements and For For Statutory Reports
2 Approve Treatment of Net Loss For For
3 Approve Discharge of Board and Senior For For Management
4a Reelect Director Rodger Novak For For
4b Reelect Director Samarth Kulkarni For For
4c Reelect Director Ali Behbahani For Against
Blended Rationale: A vote AGAINST Ali Behbahani is warranted for serving as a director on more than five public company boards.
4d Reelect Director Bradley Bolzon For For
4e Reelect Director Simeon J. George For For
4f Reelect Director John T. Greene For For
4g Reelect Director Katherine A. High For For
4h Reelect Director Douglas A. Treco For For
4i Elect Director H Edward Fleming, Jr. For For
5a Reelect Ali Behbahani as Member of the For Against Compensation Committee
Blended Rationale: A vote AGAINST Ali Behbahani is warranted as his election to the board does not warrant support.
5b Reelect Simeon J. George as Member of the For For Compensation Committee
5c Reelect John T. Greene as Member of the For For Compensation Committee
6a Approve Remuneration of Directors in the For For Amount of USD 507,000 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
CRISPR Therapeutics AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6b Approve Remuneration of Directors in the For Against Amount of USD 11,738,100
Blended Rationale: Equity compensation (Item 6b)A vote AGAINST this resolution is warranted because non-executive directors receive stock options.
6c Approve Remuneration of Executive For Against Committee in the Amount of USD 3,514,207
Blended Rationale: As the company is classified as a US domestic issuer, and given that the focus of this proposal is on top executive pay, the recommendation for this proposal is aligned to the US say-on-pay analysis. Votes AGAINST these proposals are considered warranted in light of large, unexplained pay raises.
6d Approve Remuneration of Executive For Against Committee in the Amount of USD 2,693,933
Blended Rationale: As the company is classified as a US domestic issuer, and given that the focus of this proposal is on top executive pay, the recommendation for this proposal is aligned to the US say-on-pay analysis. Votes AGAINST these proposals are considered warranted in light of large, unexplained pay raises.
6e Approve Remuneration of Executive For Against Committee in the Amount of USD 55,827,593
Blended Rationale: As the company is classified as a US domestic issuer, and given that the focus of this proposal is on top executive pay, the recommendation for this proposal is aligned to the US say-on-pay analysis. Votes AGAINST these proposals are considered warranted in light of large, unexplained pay raises.
7 Approve Increase in Conditional Share Capital For Against for Employee Equity Plans
Blended Rationale: A vote AGAINST this resolution is warranted because:- The pool of conditional share capital would reserve 27.7 percent of the currently outstanding share capital, which is excessive for employee participation plans.- Non-executive directors participate in the plan.
8 Approve Increase in Size of Board For For
9 Approve CHF 1,179,509 Increase in For Against Authorized Capital
Blended Rationale: A vote AGAINST the proposed capital authorization is warranted as the proposed increase exceeds 10 percent of outstanding capital and the company has not provided clear disclosure regarding preemptive rights.
10 Designate Marius Meier as Independent Proxy For For
11 Ratify Ernst & Young LLP as Auditor and Ernst For For & Young AG as Statutory Auditor
Datadog, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: DDOG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Alexis Le-Quoc For Withhold Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Datadog, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Michael Callahan and Alexis Le-Quoc given the board's failure to remove, or subject to a reasonable sunset requirement, the dual-class capital structure, the supermajority vote requirement to enact certain changes to the governing documents, and the classified board, each of which adversely impacts shareholder rights.
1b Elect Director Michael Callahan For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Michael Callahan and Alexis Le-Quoc given the board's failure to remove, or subject to a reasonable sunset requirement, the dual-class capital structure, the supermajority vote requirement to enact certain changes to the governing documents, and the classified board, each of which adversely impacts shareholder rights.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year
4 Ratify Deloitte & Touche LLP as Auditors For For
DaVita Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: DVA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Pamela M. Arway For For
1b Elect Director Charles G. Berg For For
1c Elect Director Barbara J. Desoer For For
1d Elect Director Paul J. Diaz For For
1e Elect Director Shawn M. Guertin *Withdrawn Resolution*
1f Elect Director John M. Nehra For For
1g Elect Director Paula A. Price For For
1h Elect Director Javier J. Rodriguez For For
1i Elect Director Phyllis R. Yale For For
2 Ratify KPMG LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
DaVita Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Report on Political Contributions Against For
Blended Rationale: A vote FOR this resolution is warranted, as increased disclosure of the company's direct political contributions and indirect political contributions through trade associations and other tax-exempt organizations, as well as its management- and board-level oversight of electoral spending, could help shareholders more comprehensively evaluate the company's management of related risks and benefits.
Discovery, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: DISCA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Robert R. Beck For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent directors Robert Beck and J. David Wargo due to poor stewardship of the compensation program and repeated failures to address perennial concerns. In addition, the company did not adequately respond to last year's say-on-pay vote.
1.2 Elect Director Robert L. Johnson For For
1.3 Elect Director J. David Wargo For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent directors Robert Beck and J. David Wargo due to poor stewardship of the compensation program and repeated failures to address perennial concerns. In addition, the company did not adequately respond to last year's say-on-pay vote.
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
Dollar Tree, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: DLTR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Arnold S. Barron For For
1b Elect Director Gregory M. Bridgeford For For
1c Elect Director Thomas W. Dickson For For
1d Elect Director Lemuel E. Lewis For For
1e Elect Director Jeffrey G. Naylor For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Dollar Tree, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1f Elect Director Winnie Y. Park For For
1g Elect Director Bob Sasser For For
1h Elect Director Stephanie P. Stahl For For
1i Elect Director Carrie A. Wheeler For For
1j Elect Director Thomas E. Whiddon For For
1k Elect Director Michael A. Witynski For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify KPMG LLP as Auditors For For
4 Approve Omnibus Stock Plan For For
EMCOR Group, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: EME
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director John W. Altmeyer For For
1b Elect Director Anthony J. Guzzi For For
1c Elect Director Ronald L. Johnson For For
1d Elect Director David H. Laidley For For
1e Elect Director Carol P. Lowe For For
1f Elect Director M. Kevin McEvoy For For
1g Elect Director William P. Reid For For
1h Elect Director Steven B. Schwarzwaelder For For
1i Elect Director Robin Walker-Lee For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For
4 Provide Right to Act by Written Consent Against For
Blended Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
FLEETCOR Technologies, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: FLT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Steven T. Stull For For
1b Elect Director Michael Buckman For For
1c Elect Director Thomas M. Hagerty For For
1d Elect Director Mark A. Johnson For For
1e Elect Director Archie L. Jones, Jr. For For
1f Elect Director Hala G. Moddelmog For For
1g Elect Director Jeffrey S. Sloan For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Provide Right to Act by Written Consent Against For
Blended Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.
Gaming and Leisure Properties, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: GLPI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Peter M. Carlino For For
1b Elect Director Carol (Lili) Lynton For For
1c Elect Director Joseph W. Marshall, III For For
1d Elect Director James B. Perry For For
1e Elect Director Barry F. Schwartz For For
1f Elect Director Earl C. Shanks For For
1g Elect Director E. Scott Urdang For For
2 Ratify Deloitte & Touche LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Gaming and Leisure Properties, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Granite Real Estate Investment Trust
Meeting Date: 06/10/2021 Country: Canada Meeting Type: Annual Ticker: GRT.UN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for the Unitholders of Granite Real Estate Investment Trust and the Shareholders of Granite REIT Inc.
1.1 Elect Trustee Peter Aghar For For
1.2 Elect Trustee Remco Daal For For
1.3 Elect Trustee Kevan Gorrie For For
1.4 Elect Trustee Fern Grodner For For
1.5 Elect Trustee Kelly Marshall For For
1.6 Elect Trustee Al Mawani For For
1.7 Elect Trustee Gerald Miller For For
1.8 Elect Trustee Sheila A. Murray For For
1.9 Elect Trustee Jennifer Warren For For
2.1 Elect Director Peter Aghar of Granite REIT For For Inc.
2.2 Elect Director Remco Daal of Granite REIT For For Inc.
2.3 Elect Director Kevan Gorrie of Granite REIT For For Inc.
2.4 Elect Director Fern Grodner of Granite REIT For For Inc.
2.5 Elect Director Kelly Marshall of Granite REIT For For Inc.
2.6 Elect Director Al Mawani of Granite REIT Inc. For For
2.7 Elect Director Gerald Miller of Granite REIT For For Inc.
2.8 Elect Director Sheila A. Murray of Granite For For REIT Inc. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Granite Real Estate Investment Trust
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.9 Elect Director Jennifer Warren of Granite For For REIT Inc.
3 Ratify Deloitte LLP as Auditors For For
4 Approve Deloitte LLP as Auditors of Granite For For REIT Inc. and Authorize Board to Fix Their Remuneration
5 Advisory Vote on Executive Compensation For For Approach
GrubHub Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Special Ticker: GRUB
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Merger Agreement For For
2 Advisory Vote on Golden Parachutes For For
3 Adjourn Meeting For For
Health Catalyst, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: HCAT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Daniel Burton For Withhold
Blended Rationale: WITHHOLD votes are warranted for John (Jack) Kane, Daniel Burton, and Julie Larson-Green given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director John A. Kane For Withhold
Blended Rationale: WITHHOLD votes are warranted for John (Jack) Kane, Daniel Burton, and Julie Larson-Green given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Health Catalyst, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.3 Elect Director Julie Larson-Green For Withhold
Blended Rationale: WITHHOLD votes are warranted for John (Jack) Kane, Daniel Burton, and Julie Larson-Green given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted in light of concerns that underscore the current pay-for-performance misalignment. While the company provides some information about the metrics used for the NEOs' annual incentives, it does not disclose a payout formula or target pay opportunities for the program. In addition, the company relied only on time-based RSUs for long-term incentive awards. Further, there is concern about the magnitude of the annual equity awards granted to the CEO.
4 Advisory Vote on Say on Pay Frequency One Year One Year
ImmunityBio, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: IBRX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Patrick Soon-Shiong For Withhold
Blended Rationale: WITHHOLD votes are warranted for governance committee members Patrick Soon-Shiong and Cheryl Cohen given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents which adversely impacts shareholder rights. WITHHOLD votes are further warranted for Patrick Soon-Shiong for serving as a non-independent member of a key board committee.
1.2 Elect Director Richard Adcock For For
1.3 Elect Director Michael D. Blaszyk For For
1.4 Elect Director John Owen Brennan For For
1.5 Elect Director Wesley Clark For For
1.6 Elect Director Cheryl L. Cohen For Withhold
Blended Rationale: WITHHOLD votes are warranted for governance committee members Patrick Soon-Shiong and Cheryl Cohen given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents which adversely impacts shareholder rights.
1.7 Elect Director Linda Maxwell For For
1.8 Elect Director Christobel Selecky For For
1.9 Elect Director Barry J. Simon For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
ImmunityBio, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Advisory Vote on Say on Pay Frequency Three Years One Year
Blended Rationale: A vote for the adoption of an ANNUAL say-on-pay frequency is warranted. Annual say-on-pay votes are considered a best practice as they give shareholders a regular opportunity to opine on executive pay.
4 Ratify Ernst & Young LLP as Auditors For For
LARGAN Precision Co., Ltd.
Meeting Date: 06/10/2021 Country: Taiwan Meeting Type: Annual Ticker: 3008
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements
2 Approve Profit Distribution For For
3 Approve Amendments to Articles of For For Association
4 Approve Amendment to Rules and Procedures For For for Election of Directors and Supervisors
LHC Group, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: LHCG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Keith G. Myers For For
1.2 Elect Director Ronald T. Nixon For For
1.3 Elect Director W. Earl Reed, III For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify KPMG LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Live Nation Entertainment, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: LYV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Maverick Carter For For
1.2 Elect Director Ari Emanuel - Withdrawn
1.3 Elect Director Ping Fu For For
1.4 Elect Director Jeffrey T. Hinson For For
1.5 Elect Director Chad Hollingsworth For For
1.6 Elect Director James Iovine For For
1.7 Elect Director James S. Kahan For For
1.8 Elect Director Gregory B. Maffei For Against
Blended Rationale: A vote AGAINST Gregory (Greg) Maffei is warranted for serving on more than three public boards while serving as a CEO of an outside company.
1.9 Elect Director Randall T. Mays For For
1.10 Elect Director Michael Rapino For For
1.11 Elect Director Mark S. Shapiro For For
1.12 Elect Director Dana Walden For For
2 Ratify Ernst & Young LLP as Auditors For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Maverick Carter For For
1.2 Elect Director Ari Emanuel - Withdrawn
1.3 Elect Director Ping Fu For For
1.4 Elect Director Jeffrey T. Hinson For For
1.5 Elect Director Chad Hollingsworth For For
1.6 Elect Director James Iovine For For
1.7 Elect Director James S. Kahan For For
1.8 Elect Director Gregory B. Maffei For Against
Blended Rationale: A vote AGAINST Gregory (Greg) Maffei is warranted for serving on more than three public boards while serving as a CEO of an outside company. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Live Nation Entertainment, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.9 Elect Director Randall T. Mays For For
1.10 Elect Director Michael Rapino For For
1.11 Elect Director Mark S. Shapiro For For
1.12 Elect Director Dana Walden For For
2 Ratify Ernst & Young LLP as Auditors For For
Magnit PJSC
Meeting Date: 06/10/2021 Country: Russia Meeting Type: Annual Ticker: MGNT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Annual Report For For
2 Approve Financial Statements For For
3 Approve Allocation of Income and Dividends For For of RUB 245.31 per Share
Elect Nine Directors by Cumulative Voting
4.1 Elect Aleksandr Vinokurov as Director None Against
4.2 Elect Timothy Demchenko as Director None Against
4.3 Elect Jan Dunning as Director None Against
4.4 Elect Sergei Zakharov as Director None Against
4.5 Elect Hans Koch as Director None For
Blended Rationale: Votes FOR Hans Koch, Evgenii Kuznetsov, Gregor Mowat, Charles Ryan and James Simmons (Items 4.5, 4.6, 4.8, 4.9 and 4.10) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.Votes FOR Hans Koch, Evgenii Kuznetsov, Gregor Mowat, and Charles Ryan (Items 4.5, 4.6, 4.8, and 4.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
4.6 Elect Evgenii Kuznetsov as Director None For
Blended Rationale: Votes FOR Hans Koch, Evgenii Kuznetsov, Gregor Mowat, Charles Ryan and James Simmons (Items 4.5, 4.6, 4.8, 4.9 and 4.10) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.Votes FOR Hans Koch, Evgenii Kuznetsov, Gregor Mowat, and Charles Ryan (Items 4.5, 4.6, 4.8, and 4.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
4.7 Elect Aleksei Makhnev as Director None Against Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Magnit PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4.8 Elect Gregor Mowat as Director None For
Blended Rationale: Votes FOR Hans Koch, Evgenii Kuznetsov, Gregor Mowat, Charles Ryan and James Simmons (Items 4.5, 4.6, 4.8, 4.9 and 4.10) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.Votes FOR Hans Koch, Evgenii Kuznetsov, Gregor Mowat, and Charles Ryan (Items 4.5, 4.6, 4.8, and 4.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
4.9 Elect Charles Ryan as Director None For
Blended Rationale: Votes FOR Hans Koch, Evgenii Kuznetsov, Gregor Mowat, Charles Ryan and James Simmons (Items 4.5, 4.6, 4.8, 4.9 and 4.10) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.Votes FOR Hans Koch, Evgenii Kuznetsov, Gregor Mowat, and Charles Ryan (Items 4.5, 4.6, 4.8, and 4.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
4.10 Elect James Simmons as Director None Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair James Simmons (Item 4.10) are warranted for lack of gender diversity on the board.
5 Ratify RAS Auditor For For
6 Ratify IFRS Auditor For Against
Blended Rationale: A vote AGAINST the ratification of Ernst & Young as the company's audit firm (Item 6) is warranted given that the non-audit fees are 56.3 percent of the total fees received by the audit firm during the fiscal year, raising substantial doubts over the independence of the auditor.
7 Approve New Edition of Charter For For
8 Approve New Edition of Regulations on For For General Meetings
9 Approve New Edition of Regulations on Board For For of Directors
Magnit PJSC
Meeting Date: 06/10/2021 Country: Russia Meeting Type: Annual Ticker: MGNT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for GDR Holders
1 Approve Annual Report For For
2 Approve Financial Statements For For
3 Approve Allocation of Income and Dividends For For of RUB 245.31 per Share
Elect Nine Directors by Cumulative Voting Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Magnit PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4.1 Elect Aleksandr Vinokurov as Director None Against
4.2 Elect Timothy Demchenko as Director None Against
4.3 Elect Jan Dunning as Director None Against
4.4 Elect Sergei Zakharov as Director None Against
4.5 Elect Hans Koch as Director None For
Blended Rationale: Votes FOR Hans Koch, Evgenii Kuznetsov, Gregor Mowat, and Charles Ryan (Items 4.5, 4.6, 4.8, and 4.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
4.6 Elect Evgenii Kuznetsov as Director None For
Blended Rationale: Votes FOR Hans Koch, Evgenii Kuznetsov, Gregor Mowat, and Charles Ryan (Items 4.5, 4.6, 4.8, and 4.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
4.7 Elect Aleksei Makhnev as Director None Against
4.8 Elect Gregor Mowat as Director None For
Blended Rationale: Votes FOR Hans Koch, Evgenii Kuznetsov, Gregor Mowat, and Charles Ryan (Items 4.5, 4.6, 4.8, and 4.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
4.9 Elect Charles Ryan as Director None For
Blended Rationale: Votes FOR Hans Koch, Evgenii Kuznetsov, Gregor Mowat, and Charles Ryan (Items 4.5, 4.6, 4.8, and 4.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
4.10 Elect James Simmons as Director None Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee Chair James Simmons are warranted for lack of diversity on the board.
5 Ratify RAS Auditor For For
6 Ratify IFRS Auditor For Against
Blended Rationale: A vote AGAINST the ratification of Ernst & Young as the company's audit firm (Item 6) is warranted given that the non-audit fees are 56.3 percent of the total fees received by the audit firm during the fiscal year, raising substantial doubts over the independence of the auditor.
7 Approve New Edition of Charter For For
8 Approve New Edition of Regulations on For For General Meetings
9 Approve New Edition of Regulations on Board For For of Directors
MediaTek, Inc.
Meeting Date: 06/10/2021 Country: Taiwan Meeting Type: Annual Ticker: 2454 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
MediaTek, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Report and Financial For For Statements
2 Approve Profit Distribution For For
3 Approve Cash Distribution from Capital For For Reserve
4 Approve Issuance of Restricted Stock Awards For For
ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
5.1 Elect Ming-Kai Tsai with Shareholder No. 1 as For For Non-independent Director
5.2 Elect Rick Tsai (Rick Tsa) with Shareholder For For No. 374487 as Non-independent Director
5.3 Elect Cheng-Yaw Sun with Shareholder No. For For 109274 as Non-independent Director
5.4 Elect Kenneth Kin with ID No. F102831XXX as For For Non-independent Director
5.5 Elect Joe Chen with Shareholder No. 157 as For For Non-independent Director
5.6 Elect Chung-Yu Wu with Shareholder No. For For 1512 as Independent Director
5.7 Elect Peng-Heng Chang with ID No. For For A102501XXX as Independent Director
5.8 Elect Ming-Je Tang with ID No. A100065XXX For For as Independent Director
6 Approve Release of Restrictions of For For Competitive Activities of Directors
Melia Hotels International SA
Meeting Date: 06/10/2021 Country: Spain Meeting Type: Annual Ticker: MEL
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Approve Standalone Financial Statements For For
1.2 Approve Consolidated Financial Statements For For
1.3 Approve Non-Financial Information Statement For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Melia Hotels International SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.4 Approve Discharge of Board For For
1.5 Approve Treatment of Net Loss For For
2.1 Reelect Gabriel Escarrer Jaume as Director For For
2.2 Elect Maria Antonia Escarrer Jaume as For Against Director
Blended Rationale: A vote FOR Item 2.1 is warranted due to a lack of concerns about the CEO nominee.A vote AGAINST the reappointment of NI-NED Maria Antonia Escarrer Jaume under Item 2.2 is warranted because the company does not meet the 50 percent independence guideline applicable to non-controlled companies in this market.A vote FOR Items 2.3-2.5 is warranted due to a lack of concerns about the independent director nominees.
2.3 Reelect Francisco Javier Campo Garcia as For For Director
2.4 Reelect Fernando d'Ornellas Silva as Director For For
2.5 Reelect Luis Maria Diaz de Bustamante y For For Terminel as Director
2.6 Fix Number of Directors at 11 For Against
Blended Rationale: A vote AGAINST this resolution is warranted because the proposed 11-member board size prevents the board from modifying its composition whereas it does not meet the independence guidelines.
3.1 Advisory Vote on Remuneration Report For For
3.2 Approve Remuneration Policy For For
4.1 Receive Information on Euro Commercial Paper Program
4.2 Receive Amendments to Board of Directors Regulations
5 Authorize Board to Ratify and Execute For For Approved Resolutions
Monolithic Power Systems, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: MPWR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Eugen Elmiger For For
Blended Rationale: WITHHOLD votes are warranted for incumbent Nominating Committee chair Eugen Elmiger for lack of gender diversity on the board.
1.2 Elect Director Jeff Zhou For For
2 Ratify Ernst & Young LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Monolithic Power Systems, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
PetroChina Company Limited
Meeting Date: 06/10/2021 Country: China Meeting Type: Annual Ticker: 857
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve 2020 Report of the Board of For For Directors
2 Approve 2020 Report of the Supervisory For For Committee
3 Approve 2020 Financial Report For For
4 Approve Declaration and Payment of the Final For For Dividends
5 Authorize Board to Determine the Distribution For For of Interim Dividends
6 Approve PricewaterhouseCoopers Zhong Tian For For LLP and PricewaterhouseCoopers as Domestic and International Auditors and Authorize Board to Fix Their Remuneration
7 Approve Guarantees to be Provided to the For Against Subsidiaries and Affiliated Companies of the Company and Relevant Authorization to the Board
Blended Rationale: A vote AGAINST this resolution is warranted as the company has failed to disclose sufficient information on the ownership of the entities to be guaranteed by the group, and it is not specified whether the proposed guarantee is proportionate to the company's equity interest and if counter guarantees will be provided to the group.
8 Approve Grant of General Mandate to the For For Board to Determine and Deal with the Issue of Debt Financing Instruments
Precigen, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: PGEN Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Precigen, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Randal Kirk For For
1b Elect Director Cesar Alvarez For Against
Blended Rationale: A vote AGAINST Cesar Alvarez is warranted for serving as a non-independent member of a key board committee.
1c Elect Director Steven Frank For For
1d Elect Director Vinita Gupta For For
1e Elect Director Fred Hassan For For
1f Elect Director Jeffrey Kindler For For
1g Elect Director Dean Mitchell For For
1h Elect Director Helen Sabzevari For For
1i Elect Director Robert Shapiro For For
1j Elect Director James Turley For For
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. The magnitude of the new CEO's equity awards raises concern, particularly for an internal promotion. Given the size of the awards, pay-for-performance concerns are heightened. Although half of the awards consist of premium-priced options, many investors would expect a greater proportion of performance-based awards, given the magnitude. Further, the proxy does not indicate the awards are intended to cover multiple years of pay, and a sizable portion of the shares covered by the awards time-vest after one year. In addition, annual bonuses were discretionary, without any disclosed pre-set objective metrics, weightings, target goals or even specific individual or company achievements. Concerns over the bonus structure are heightened given that the CEO received a maximum bonus, and her base salary, which her bonus opportunity is based upon, is relatively large. Investors increasingly prefer a pay program structure that emphasizes transparent pay determinations through the use of pre-set objective metrics with clearly disclosed goals.
4 Advisory Vote on Say on Pay Frequency One Year One Year
Rapid7, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: RPD
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Michael Berry For For
Blended Rationale: A vote FOR the director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Rapid7, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Marc Brown For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.3 Elect Director Christina Kosmowski For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Ratify KPMG LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted as no significant concerns were identified and pay and performance are reasonably aligned at this time.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Michael Berry For For
1.2 Elect Director Marc Brown For For
1.3 Elect Director Christina Kosmowski For For
2 Ratify KPMG LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Reata Pharmaceuticals, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: RETA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director William D. McClellan, Jr. For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees William (Bill) McClellan Jr. and William Rose given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director William E. Rose For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees William (Bill) McClellan Jr. and William Rose given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Reata Pharmaceuticals, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST the proposal is warranted. The annual bonus payouts, although informed by company performance, appear to be primarily based on the compensation committee's discretionary assessment of performance. In addition, while the CEO's annual equity grant is predominantly in performance-conditioned stock options, the grant value of the award is outsized and the performance period is not clearly defined.
3 Ratify Ernst & Young LLP as Auditors For For
Roku, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: ROKU
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Ravi Ahuja For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Ravi Ahuja and Rowenna Fyfield given the board's failure to remove, or subject to a reasonable sunset requirement, the problematic capital structure, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1b Elect Director Mai Fyfield For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Ravi Ahuja and Rowenna Fyfield given the board's failure to remove, or subject to a reasonable sunset requirement, the problematic capital structure, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1c Elect Director Laurie Simon Hodrick For For
2 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. It is typically expected that pay levels normalize following an IPO. However, although the company completed its IPO in 2017, the CEO's total pay kept increasing year-over-year, and his base salary and equity awards remained relatively high. Additionally, the committee does not utilize an STI program and long-term incentives are entirely time-vesting, while investors generally expect incentive awards be based on pre-set rigorous performance criteria.
3 Ratify Deloitte & Touche LLP as Auditors For For
Rubis SCA
Meeting Date: 06/10/2021 Country: France Meeting Type: Annual/Special Ticker: RUI Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Rubis SCA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Ordinary Business
1 Approve Financial Statements and Statutory For For Reports
2 Approve Consolidated Financial Statements For For and Statutory Reports
3 Approve Allocation of Income and Dividends For For of EUR 1.80 per Share
4 Approve Stock Dividend Program For For
5 Reelect Laure Grimonpret-Tahon as For For Supervisory Board Member
6 Reelect Herve Claquin as Supervisory Board For For Member
7 Reelect Erik Pointillart as Supervisory Board For For Member
8 Elect Nils Christian Bergene as Supervisory For For Board Member
9 Appoint CBA as Alternate Auditor For For
10 Approve Compensation Report of Corporate For For Officers
11 Approve Compensation of Gilles Gobin, For For General Manager
12 Approve Compensation of Sorgema SARL, For For General Manager
13 Approve Compensation of Agena SAS, For For General Manager
14 Approve Compensation of Olivier Heckenroth, For For Chairman of the Supervisory Board
15 Approve Remuneration Policy of General For For Management
16 Approve Remuneration Policy of Supervisory For For Board Members
17 Approve Remuneration of Supervisory Board For For Members in the Aggregate Amount of EUR 240,000
18 Approve Auditors' Special Report on For For Related-Party Transactions
19 Approve Transaction with Sorgema SARL For For
20 Approve Transaction with Agena SAS For For
21 Approve Transaction with Rubis Terminal SA For For Re: Loan Agreement Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Rubis SCA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
22 Approve Transaction with Cube Storage For For Europe HoldCo LTD and RT Invest SA Re: Loan Agreement
23 Approve Transaction with Rubis Terminal SA, For For Rubis Energie SAS and Rubis Energie SAS Re: Amendment to the Service Agreement
Extraordinary Business
24 Authorize Capitalization of Reserves of Up to For For EUR 10 Million for Bonus Issue or Increase in Par Value
25 Authorize Issuance of Equity or Equity-Linked For For Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 38 Million
26 Authorize Board to Increase Capital in the For For Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 25 and 30
27 Authorize Capital Increase of up to EUR 10 For For Million for Contributions in Kind
28 Authorize Capital Increase of Up to EUR 6 For For Million for Future Exchange Offers
29 Approve Issuance of Equity or Equity-Linked For For Securities Reserved for Specific Beneficiaries, up to Aggregate Nominal Amount of EUR 5.5 Million
30 Set Total Limit for Capital Increase to Result For For from Issuance Requests Under Items 24 to 29 at 40 Percent of Issued Share Capital
31 Authorize up to 0.30 Percent of Issued Capital For For for Use in Restricted Stock Plans
32 Authorize Capital Issuances for Use in For For Employee Stock Purchase Plans
33 Amend Article 24, 28, 30, 31 and 43 of For For Bylaws Re: Electronic Summoning, Participation to General Meetings, Deliberations, Remuneration and Auditors
34 Authorize Filing of Required Documents/Other For For Formalities salesforce.com, inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: CRM Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021 salesforce.com, inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Marc Benioff For For
Blended Rationale: A vote FOR the director nominees is warranted.
1b Elect Director Craig Conway For For
Blended Rationale: A vote FOR the director nominees is warranted.
1c Elect Director Parker Harris For For
Blended Rationale: A vote FOR the director nominees is warranted.
1d Elect Director Alan Hassenfeld For For
Blended Rationale: A vote FOR the director nominees is warranted.
1e Elect Director Neelie Kroes For For
Blended Rationale: A vote FOR the director nominees is warranted.
1f Elect Director Colin Powell For For
Blended Rationale: A vote FOR the director nominees is warranted.
1g Elect Director Sanford Robertson For For
Blended Rationale: A vote FOR the director nominees is warranted.
1h Elect Director John V. Roos For For
Blended Rationale: A vote FOR the director nominees is warranted.
1i Elect Director Robin Washington For For
Blended Rationale: A vote FOR the director nominees is warranted.
1j Elect Director Maynard Webb For For
Blended Rationale: A vote FOR the director nominees is warranted.
1k Elect Director Susan Wojcicki For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Amend Omnibus Stock Plan For For
Blended Rationale: Based on the Equity Plan Scorecard evaluation (EPSC), a vote FOR this proposal is warranted.
3 Ratify Ernst & Young LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
4 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted as pay and performance are reasonably aligned at this time. Annual incentives rely entirely on pre-set, objective and rigorous goals, and the long-term incentives are primarily performance-based for the CEO and utilize a multi-year performance period. However, continuing concerns regarding the CEO's total compensation, as well as the annual incentive pay schedule, warrant further close monitoring. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021 salesforce.com, inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Amend Certificate of Incorporation to Become Against Against a Public Benefit Corporation
Blended Rationale: The lack of precedent concerning a company the size of Salesforce transitioning to a Public Benefit Corporation prevents shareholders from assessing the risks involved in amending the company's Certificate of Incorporation. Given the significant uncertainty regarding the impact of such a conversion on stockholders and the company's value, votes AGAINST this proposal are warranted.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Marc Benioff For For
1b Elect Director Craig Conway For For
1c Elect Director Parker Harris For For
1d Elect Director Alan Hassenfeld For For
1e Elect Director Neelie Kroes For For
1f Elect Director Colin Powell For For
1g Elect Director Sanford Robertson For For
1h Elect Director John V. Roos For For
1i Elect Director Robin Washington For For
1j Elect Director Maynard Webb For For
1k Elect Director Susan Wojcicki For For
2 Amend Omnibus Stock Plan For For
3 Ratify Ernst & Young LLP as Auditors For For
4 Advisory Vote to Ratify Named Executive For For Officers' Compensation
5 Amend Certificate of Incorporation to Become Against Against a Public Benefit Corporation
Semtech Corporation
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: SMTC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Martin S.J. Burvill For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Semtech Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Rodolpho C. Cardenuto For For
1.3 Elect Director Bruce C. Edwards For For
1.4 Elect Director Saar Gillai For For
1.5 Elect Director Rockell N. Hankin For For
1.6 Elect Director Ye Jane Li For For
1.7 Elect Director James T. Lindstrom For For
1.8 Elect Director Paula LuPriore For For
1.9 Elect Director Mohan R. Maheswaran For For
1.10 Elect Director Sylvia Summers For For
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Sinopharm Group Co. Ltd.
Meeting Date: 06/10/2021 Country: China Meeting Type: Annual Ticker: 1099
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Report of the Board of Directors For For
2 Approve Report of the Supervisory Committee For For
3 Approve Audited Financial Statements of the For For Company and Its Subsidiaries and the Auditors' Report
4 Approve Profit Distribution Plan and Payment For For of Final Dividend
5 Authorize Board to Fix Remuneration of For For Directors
6 Authorize Supervisory Committee to Fix For For Remuneration of Supervisors
7 Approve Ernst & Young Hua Ming LLP as For For Domestic Auditors and Ernst & Young as International Auditors and Authorize Audit Committee of the Board to Fix Their Remuneration Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sinopharm Group Co. Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Approve Provision of Guarantees For Against
Blended Rationale: A vote AGAINST this resolution is warranted given that granting of a blanket authority to provide guarantees may unnecessarily increase the company's risks.
9 Elect Li Dongjiu as Director, Authorize Board For For to Fix His Remuneration and Enter into a Service Contract with Him
10 Elect Guan Xiaohui as Supervisor, Authorize For For Supervisory Committee to Fix Her Remuneration and Enter into a Service Contract with Her
11 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights for Domestic Shares and/or H Shares
Blended Rationale: A vote AGAINST this resolution is warranted for the following:- The share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
12 Approve Grant of General Mandate to the For For Board to Repurchase H Shares
Sinopharm Group Co. Ltd.
Meeting Date: 06/10/2021 Country: China Meeting Type: Special Ticker: 1099
Proposal Vote Number Proposal Text Mgmt Rec Instruction
CLASS MEETING FOR HOLDERS OF H SHARES
1 Approve Grant of General Mandate to the For For Board to Repurchase H Shares
Sinotrans Limited
Meeting Date: 06/10/2021 Country: China Meeting Type: Annual Ticker: 598
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sinotrans Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights
Blended Rationale: Rationale: We have engaged with the company and we believe that the proposed amount is appropriate. We are therefore supporting this resolution.
2 Authorize Repurchase of Issued H Share For For Capital
3 Approve Updated Mandate of the Issue of For For Debt Financing Instruments
4 Approve Estimated Guarantees of the For Against Company
Blended Rationale: A vote AGAINST this resolution is warranted since the company will be taking in a disproportionate amount of risk relative to its ownership stake without compelling justification.
5 Approve 2020 Work Report of the Board of For For Directors
6 Approve 2020 Work Report of the Supervisory For For Committee
7 Approve 2020 Work Report of Independent For For Non-Executive Directors
8 Approve 2020 Final Financial Accounts Report For For
9 Approve 2020 Annual Report and Its For For Summary
10 Approve 2021 Financial Budget For For
11 Approve 2020 Profit Distribution Plan For For
12 Approve ShineWing Certified Public For For Accountants LLP as Auditor
13 Approve Remuneration of Directors For For
14 Approve Renewal of Liability Insurance for For For Directors, Supervisors and Senior Management Members
15 Approve Adjustment of Business Scope For For
16 Approve Amendments to Articles of For For Association
ELECT DIRECTORS VIA CUMULATIVE VOTING
17.1 Elect Li Guanpeng as Director For For
17.2 Elect Song Rong as Director For For
17.3 Elect Song Dexing as Director For For
17.4 Elect Liu Weiwu as Director For For
17.5 Elect Xiong Xianliang as Director For For
17.6 Elect Jiang Jian as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sinotrans Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
17.7 Elect Jerry Hsu as Director For Against
Blended Rationale: A vote AGAINST the election of Jerry Hsu as he attended less than 75 percent of board meetings over the most recent fiscal year, without a valid reason.
ELECT INDEPENDENT NON-EXECUTIVE DIRECTORS VIA CUMULATIVE VOTING
18.1 Elect Wang Taiwen as Director For For
18.2 Elect Meng Yan as Director For For
18.3 Elect Song Haiqing as Director For For
18.4 Elect Li Qian as Director For For
ELECT SUPERVISORS VIA CUMULATIVE VOTING
19.1 Elect Liu Yingjie as Supervisor For For
19.2 Elect Zhou Fangsheng as Supervisor For For
19.3 Elect Fan Zhaoping as Supervisor For For
Sinotrans Limited
Meeting Date: 06/10/2021 Country: China Meeting Type: Special Ticker: 598
Proposal Vote Number Proposal Text Mgmt Rec Instruction
CLASS MEETING FOR HOLDERS OF H SHARES
1 Authorize Repurchase of Issued H Share For For Capital
Tata Consultancy Services Limited
Meeting Date: 06/10/2021 Country: India Meeting Type: Annual Ticker: 532540
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tata Consultancy Services Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Confirm Interim Dividends and Declare Final For For Dividend
3 Reelect N Chandrasekaran as Director For Against
Blended Rationale: A vote AGAINST the re-election of N Chandrasekaran is warranted because:- He serves on a total of more than six public company boards, which could potentially compromise his ability to commit sufficient time to his role in the company.
Toyota Industries Corp.
Meeting Date: 06/10/2021 Country: Japan Meeting Type: Annual Ticker: 6201
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Toyoda, Tetsuro For For
1.2 Elect Director Onishi, Akira For For
1.3 Elect Director Sasaki, Takuo For For
1.4 Elect Director Mizuno, Yojiro For For
1.5 Elect Director Ishizaki, Yuji For For
1.6 Elect Director Sumi, Shuzo For For
1.7 Elect Director Yamanishi, Kenichiro For For
1.8 Elect Director Maeda, Masahiko For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
2 Appoint Statutory Auditor Inagawa, Toru For For
3 Appoint Alternate Statutory Auditor Furusawa, For For Hitoshi
4 Approve Annual Bonus For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Toyoda, Tetsuro For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The nominee is an incumbent representative director and there is a lack of gender diversity on the board. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Toyota Industries Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Onishi, Akira For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The nominee is an incumbent representative director and there is a lack of gender diversity on the board.
1.3 Elect Director Sasaki, Takuo For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The nominee is an incumbent representative director and there is a lack of gender diversity on the board.
1.4 Elect Director Mizuno, Yojiro For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The nominee is an incumbent representative director and there is a lack of gender diversity on the board.
1.5 Elect Director Ishizaki, Yuji For For
1.6 Elect Director Sumi, Shuzo For For
1.7 Elect Director Yamanishi, Kenichiro For For
1.8 Elect Director Maeda, Masahiko For For
2 Appoint Statutory Auditor Inagawa, Toru For For
3 Appoint Alternate Statutory Auditor Furusawa, For For Hitoshi
4 Approve Annual Bonus For For
Vanda Pharmaceuticals Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: VNDA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Mihael H. Polymeropoulos For For
1b Elect Director Phaedra S. Chrousos For For
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Amend Omnibus Stock Plan For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Velodyne Lidar, Inc.
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: VLDR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Director Hamid Zarringhalam For For
2 Ratify KPMG LLP as Auditors For For
VEON Ltd.
Meeting Date: 06/10/2021 Country: Bermuda Meeting Type: Annual Ticker: VEON
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders
1 Approve PricewaterhouseCoopers as Auditor For For and Authorize Board to Fix Their Remuneration
2 Amend Bye-Laws For For
Elect Directors by Cumulative Voting
3.1 Elect Hans-Holger Albrecht as Director For For
Blended Rationale: Votes FOR Hans-Holger Albrecht, Leonid Boguslavsky, Gennady Gazin, Amos Genish, Gunnar Holt, Stephen (Steve) Pusey, Vasily Sidorov and Robert Jan van de Kraats (Items 3.1, 3.2, 3.4, 3.5, 3.9, 3.10, 3.13 and 3.12) are warranted because:- These nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.- All of the independent nominees possess relevant qualifications and experience to serve in the board of directors;
3.2 Elect Leonid Boguslavsky as Director For For
Blended Rationale: Votes FOR Hans-Holger Albrecht, Leonid Boguslavsky, Gennady Gazin, Amos Genish, Gunnar Holt, Stephen (Steve) Pusey, Vasily Sidorov and Robert Jan van de Kraats (Items 3.1, 3.2, 3.4, 3.5, 3.9, 3.10, 3.13 and 3.12) are warranted because:- These nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.- All of the independent nominees possess relevant qualifications and experience to serve in the board of directors;
3.3 Elect Mikhail Fridman as Director For Against
3.4 Elect Gennady Gazin as Director For For
Blended Rationale: Votes FOR Hans-Holger Albrecht, Leonid Boguslavsky, Gennady Gazin, Amos Genish, Gunnar Holt, Stephen (Steve) Pusey, Vasily Sidorov and Robert Jan van de Kraats (Items 3.1, 3.2, 3.4, 3.5, 3.9, 3.10, 3.13 and 3.12) are warranted because:- These nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.- All of the independent nominees possess relevant qualifications and experience to serve in the board of directors; Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
VEON Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.5 Elect Amos Genish as Director For For
Blended Rationale: Votes FOR Hans-Holger Albrecht, Leonid Boguslavsky, Gennady Gazin, Amos Genish, Gunnar Holt, Stephen (Steve) Pusey, Vasily Sidorov and Robert Jan van de Kraats (Items 3.1, 3.2, 3.4, 3.5, 3.9, 3.10, 3.13 and 3.12) are warranted because:- These nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.- All of the independent nominees possess relevant qualifications and experience to serve in the board of directors;
3.6 Elect Yaroslav Glazunov as Director For Against
3.7 Elect Andrei Gusev as Director For Against
3.8 Elect Sergi Herrero as Director For Against
3.9 Elect Gunnar Holt as Director For For
Blended Rationale: Votes FOR Hans-Holger Albrecht, Leonid Boguslavsky, Gennady Gazin, Amos Genish, Gunnar Holt, Stephen (Steve) Pusey, Vasily Sidorov and Robert Jan van de Kraats (Items 3.1, 3.2, 3.4, 3.5, 3.9, 3.10, 3.13 and 3.12) are warranted because:- These nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.- All of the independent nominees possess relevant qualifications and experience to serve in the board of directors;
3.10 Elect Stephen Pusey as Director For For
Blended Rationale: Votes FOR Hans-Holger Albrecht, Leonid Boguslavsky, Gennady Gazin, Amos Genish, Gunnar Holt, Stephen (Steve) Pusey, Vasily Sidorov and Robert Jan van de Kraats (Items 3.1, 3.2, 3.4, 3.5, 3.9, 3.10, 3.13 and 3.12) are warranted because:- These nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.- All of the independent nominees possess relevant qualifications and experience to serve in the board of directors;
3.11 Elect Irene Shvakman as Director For Against
3.12 Elect Robert Jan van de Kraats as Director For For
Blended Rationale: Votes FOR Hans-Holger Albrecht, Leonid Boguslavsky, Gennady Gazin, Amos Genish, Gunnar Holt, Stephen (Steve) Pusey, Vasily Sidorov and Robert Jan van de Kraats (Items 3.1, 3.2, 3.4, 3.5, 3.9, 3.10, 3.13 and 3.12) are warranted because:- These nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.- All of the independent nominees possess relevant qualifications and experience to serve in the board of directors;
3.13 Elect Vasily Sidorov as Director None For
Blended Rationale: Votes FOR Hans-Holger Albrecht, Leonid Boguslavsky, Gennady Gazin, Amos Genish, Gunnar Holt, Stephen (Steve) Pusey, Vasily Sidorov and Robert Jan van de Kraats (Items 3.1, 3.2, 3.4, 3.5, 3.9, 3.10, 3.13 and 3.12) are warranted because:- These nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.- All of the independent nominees possess relevant qualifications and experience to serve in the board of directors;We note that Vasily Sidorov (Item 3.13) is nominated by the minority shareholders and endorsed by the API for the election.
4 If you are holding less than 5% of the None For Company's total issued and outstanding shares, vote FOR. Otherwise vote AGAINST.
Blended Rationale: Shareholders must indicate whether they are significant shareholders owning at least 5 percent, or else their ballots will be disqualified.
Visteon Corporation
Meeting Date: 06/10/2021 Country: USA Meeting Type: Annual Ticker: VC Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Visteon Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director James J. Barrese For For
1b Elect Director Naomi M. Bergman For For
1c Elect Director Jeffrey D. Jones For For
1d Elect Director Sachin S. Lawande For For
1e Elect Director Joanne M. Maguire For For
1f Elect Director Robert J. Manzo For For
1g Elect Director Francis M. Scricco For For
1h Elect Director David L. Treadwell For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Amend Certificate of Incorporation to Remove For For Certain Provisions
Will Semiconductor Co., Ltd. Shanghai
Meeting Date: 06/10/2021 Country: China Meeting Type: Annual Ticker: 603501
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Report of the Board of Directors For For
2 Approve Report of the Board of Supervisors For For
3 Approve Report on Performance of For For Independent Directors
4 Approve Financial Statements For For
5 Approve Annual Report and Summary For For
6 Approve Profit Distribution For For
7 Approve Appointment of Auditor and Internal For For Control Auditor
8 Approve Related Party Transactions For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Will Semiconductor Co., Ltd. Shanghai
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Approve Comprehensive Credit Line Bank For For Application and Authorized Signing of Related Bank Loans
10 Approve Provision of Guarantee For For
11 Approve Remuneration of Directors, For For Supervisors and Senior Management Members
12 Amend Articles of Association For For
ELECT INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
13.1 Elect Hu Renyu as Director For For
13.2 Elect Wu Xingjun as Director For For
Win Semiconductors Corp.
Meeting Date: 06/10/2021 Country: Taiwan Meeting Type: Annual Ticker: 3105
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements
2 Approve Amendments to Articles of For For Association
3 Approve Amendments to Rules and For For Procedures Regarding Shareholder's General Meeting
4 Approve Amendment to Rules and Procedures For For for Election of Directors
5 Approve Release of Restrictions of For For Competitive Activities of Directors
Wm Morrison Supermarkets Plc
Meeting Date: 06/10/2021 Country: United Kingdom Meeting Type: Annual Ticker: MRW Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Wm Morrison Supermarkets Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For Against
Blended Rationale: A vote AGAINST the remuneration report is considered warranted:- The Remuneration Committee exercised discretion and adjusted the PBT outcome under the annual bonus and the EPS outcome of the FY2018/19 LTIP awards to take into account the full costs of managing COVID-19 which totaled GBP 290 million. The PBT element comprised 50% of the total bonus whilst the Basic EPS measure comprised 20% of the LTIP award. As a result of the adjustments, these elements were met in full. It is highlighted that if no discretion were made, performance under the PBT measure and the EPS measure would have resulted in nil vesting for these elements.
3 Approve Final Dividend For For
4 Re-elect Andrew Higginson as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Andrew (Andy) Higginson are warranted for lack of gender diversity on the board.
5 Re-elect David Potts as Director For For
6 Re-elect Trevor Strain as Director For For
7 Re-elect Michael Gleeson as Director For For
8 Re-elect Rooney Anand as Director For For
9 Elect Susanne Given as Director For For
10 Re-elect Kevin Havelock as Director For For
11 Elect Lyssa McGowan as Director For For
12 Elect Jeremy Townsend as Director For For
13 Reappoint PricewaterhouseCoopers LLP as For For Auditors
14 Authorise Board to Fix Remuneration of For For Auditors
15 Authorise UK Political Donations and For For Expenditure
16 Authorise Issue of Equity For For
17 Authorise Issue of Equity without Pre-emptive For For Rights
18 Authorise Market Purchase of Ordinary Shares For For
19 Authorise the Company to Call General For For Meeting with Two Weeks' Notice
20 Adopt New Articles of Association For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Xiaomi Corporation
Meeting Date: 06/10/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 1810
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Elect Liu De as Director For For
3 Elect Liu Qin as Director For For
4 Elect Chen Dongsheng as Director For For
5 Elect Wong Shun Tak as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee member Shun Tak Wong are warranted for lack of gender diversity on the board.Votes FOR the remaining nominees are warranted.
6 Authorize Board to Fix Remuneration of For For Directors
7 Approve PricewaterhouseCoopers as Auditor For For and Authorize Board to Fix Their Remuneration
8 Authorize Repurchase of Issued Share Capital For For
9 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
10 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
10X Genomics, Inc.
Meeting Date: 06/11/2021 Country: USA Meeting Type: Annual Ticker: TXG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Bryan E. Roberts For Against
Blended Rationale: A vote AGAINST director nominees Kimberly (Kim) Popovits and Bryan Roberts is warranted given the board's failure to remove, or subject to a reasonable sunset requirement, the dual class capital structure, the supermajority vote requirement to enact certain changes to the governing documents, and the classified board, each of which adversely impacts shareholder rights. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
10X Genomics, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1b Elect Director Kimberly J. Popovits For Against
Blended Rationale: A vote AGAINST director nominees Kimberly (Kim) Popovits and Bryan Roberts is warranted given the board's failure to remove, or subject to a reasonable sunset requirement, the dual class capital structure, the supermajority vote requirement to enact certain changes to the governing documents, and the classified board, each of which adversely impacts shareholder rights.
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote on Say on Pay Frequency One Year One Year
Adaptive Biotechnologies Corporation
Meeting Date: 06/11/2021 Country: USA Meeting Type: Annual Ticker: ADPT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Michelle Griffin For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Peter Neupert and Michelle Griffin given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Peter Neupert For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Peter Neupert and Michelle Griffin given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.3 Elect Director Leslie Trigg For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year
4 Ratify Ernst & Young LLP as Auditors For For
Arena Pharmaceuticals, Inc.
Meeting Date: 06/11/2021 Country: USA Meeting Type: Annual Ticker: ARNA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Jayson Dallas For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Arena Pharmaceuticals, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Oliver Fetzer For For
1.3 Elect Director Kieran T. Gallahue For For
1.4 Elect Director Jennifer Jarrett For For
1.5 Elect Director Katharine Knobil For For
1.6 Elect Director Amit D. Munshi For For
1.7 Elect Director Garry A. Neil For For
1.8 Elect Director Tina S. Nova For For
1.9 Elect Director Nawal Ouzren For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Approve Omnibus Stock Plan For For
4 Ratify KPMG LLP as Auditors For For
Asmedia Technology Inc.
Meeting Date: 06/11/2021 Country: Taiwan Meeting Type: Annual Ticker: 5269
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements For For
2 Approve Profit Distribution For For
3 Approve Issuance of Restricted Stock Awards For Against (For Employees)
Blended Rationale: A vote AGAINST is warranted because there is limited disclosure of the performance hurdles to be applied.
B2Gold Corp.
Meeting Date: 06/11/2021 Country: Canada Meeting Type: Annual/Special Ticker: BTO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Fix Number of Directors at Nine For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
B2Gold Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.1 Elect Director Kevin Bullock For For
2.2 Elect Director Robert Cross For For
2.3 Elect Director Robert Gayton For For
2.4 Elect Director Clive Johnson For For
2.5 Elect Director George Johnson For For
2.6 Elect Director Liane Kelly For For
2.7 Elect Director Jerry Korpan For For
2.8 Elect Director Bongani Mtshisi For For
2.9 Elect Director Robin Weisman For For
3 Approve PricewaterhouseCoopers LLP as For For Auditors and Authorize Board to Fix Their Remuneration
4 Amend Advance Notice Requirement For For
5 Re-approve Stock Option Plan For For
6 Advisory Vote on Executive Compensation For For Approach
BANK POLSKA KASA OPIEKI SA
Meeting Date: 06/11/2021 Country: Poland Meeting Type: Annual Ticker: PEO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Management Proposals
1 Open Meeting
2 Elect Meeting Chairman For For
3 Acknowledge Proper Convening of Meeting
4 Approve Agenda of Meeting For For
5 Receive Management Board Report on Company's and Group's Operations
6 Receive Financial Statements
7 Receive Consolidated Financial Statements
8 Receive Management Board Proposal on Allocation of Income Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
BANK POLSKA KASA OPIEKI SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Receive Supervisory Board Report
10.1 Approve Management Board Report on For For Company's and Group's Operations
10.2 Approve Financial Statements For For
10.3 Approve Consolidated Financial Statements For For
10.4 Approve Allocation of Income and Omission For For of Dividends
10.5 Approve Supervisory Board Report For For
10.6a Approve Discharge of Marek Lusztyn (Deputy For For CEO)
10.6b Approve Discharge of Marcin Gadomsk For For (Deputy CEO)
10.6c Approve Discharge of Marek Tomczuk For For (Deputy CEO)
10.6d Approve Discharge of Grzegorz Olszewski For For (Management Board Member)
10.6e Approve Discharge of Jaroslaw Fuchs (Deputy For For CEO)
10.6f Approve Discharge of Magdalena Zmitrowicz For For (Deputy CEO)
10.6g Approve Discharge of Tomasz Kubiak (Deputy For For CEO)
10.6h Approve Discharge of Tomasz Styczynski For For (Deputy CEO)
10.6i Approve Discharge of Krzysztof Kozlowski For For (Deputy CEO)
10.6j Approve Discharge of Leszek Skiba (Deputy For For CEO)
10.7a Approve Discharge of Beata Kozlowska-Chyla For For (Supervisory Board Chairperson)
10.7b Approve Discharge of Joanna Dynysiuk For For (Supervisory Board Deputy Chairman)
10.7c Approve Discharge of Marcin Eckert For For (Supervisory Board Deputy Chairman)
10.7d Approve Discharge of Stanislaw Ryszard For For Kaczoruk (Supervisory Board Deouty Chairman and Secretary)
10.7e Approve Discharge of Malgorzata Sadurska For For (Supervisory Board Member)
10.7f Approve Discharge of Michal Kaszynski For For (Supervisory Board Member)
10.7g Approve Discharge of Justyna For For Glebikowska-Michalak (Supervisory Board Member) Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
BANK POLSKA KASA OPIEKI SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
10.7h Approve Discharge of Sabina For For Bigos-Jaworowska (Supervisory Board Member)
10.7i Approve Discharge of Marian Majcher For For (Supervisory Board Member)
10.7j Approve Discharge of Pawel Surowka For For (Supervisory Board Chairman)
10.7k Approve Discharge of Pawel Stopczynski For For (Supervisory Board Secretary)
10.7l Approve Discharge of Grzegorz Janas For For (Supervisory Board Chairman)
11 Ratify KPMG as Auditor For For
12 Adopt Policy on Assessment of Suitability of For For Management Board Members, Supervisory Board Members and Key Function Holders
13 Approve Remuneration Report For Against
Blended Rationale: A vote AGAINST this item is warranted because:- The short-term incentives plan lacks disclosure on threshold, target and maximum award limits, as well as level of achievement of targets applicable to the STI grants;- The disclosure on deferred annual bonus lacks information about performance conditions as well as target and maximum award limits;- The remuneration report does not cover the topic of PLN/CHF mortgage provisions that is increasingly presenting a cost to the company and shareholders.
14 Approve Supervisory Board Report on For For Remuneration Policy
15 Receive Supervisory Board Report on Company's Compliance with Corporate Governance Principles for Supervised Institutions
16 Receive Regulations on Supervisory Board
17.1 Amend Statute For For
17.2 Amend Statute Re: Corporate Purpose For For
17.3 Amend Statute Re: Corporate Purpose For For
17.4 Amend Statute Re: Corporate Purpose For For
17.5 Amend Statute Re: Supervisory Board For For
17.6 Amend Statute Re: Supervisory Board For For
17.7 Amend Statute Re: Supervisory Board For For
17.8 Amend Statute Re: Supervisory Board and For For Management Board
17.9 Amend Statute Re: Supervisory Board For For
17.10 Amend Statute Re: Management Board For For
17.11 Amend Statute Re: Management Board For For
17.12 Amend Statute Re: Management Board For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
BANK POLSKA KASA OPIEKI SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Shareholder Proposals
18.1 Amend Statute None Against
Blended Rationale: Votes AGAINST these items are warranted because the proponent has not disclosed any rationale for these items.
18.2 Amend Statute Re: Supervisory Board None Against
Blended Rationale: Votes AGAINST these items are warranted because the proponent has not disclosed any rationale for these items.
18.3 Amend Statute Re: Management Board None Against
Blended Rationale: Votes AGAINST these items are warranted because the proponent has not disclosed any rationale for these items.
19.1 Recall Supervisory Board Member None Against
Blended Rationale: Votes AGAINST the shareholder proposals are warranted because:- The proponent has failed to disclose the names of the directors to be recalled and the names of the nominees to be elected;- The shareholder has not provided any sound justification behind the proposed changes to the supervisory board composition.
19.2 Elect Supervisory Board Member None Against
Blended Rationale: Votes AGAINST the shareholder proposals are warranted because:- The proponent has failed to disclose the names of the directors to be recalled and the names of the nominees to be elected;- The shareholder has not provided any sound justification behind the proposed changes to the supervisory board composition.
Management Proposal
20 Close Meeting
Brookfield Asset Management Inc.
Meeting Date: 06/11/2021 Country: Canada Meeting Type: Annual Ticker: BAM.A
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director M. Elyse Allan For For
1.2 Elect Director Angela F. Braly For For
1.3 Elect Director Janice Fukakusa For For
1.4 Elect Director Maureen Kempston Darkes For For
1.5 Elect Director Frank J. McKenna For For
1.6 Elect Director Hutham S. Olayan For For
1.7 Elect Director Seek Ngee Huat For For
1.8 Elect Director Diana L. Taylor For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Brookfield Asset Management Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve Deloitte LLP as Auditors and For For Authorize Board to Fix Their Remuneration
3 Advisory Vote on Executive Compensation For For Approach
Cairo Mezz Plc
Meeting Date: 06/11/2021 Country: Cyprus Meeting Type: Annual Ticker: CAIROMEZ
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Annual Meeting Agenda
1 Accept Financial Statements and Statutory For For Reports
2 Elect Directors (Bundled) For Against
Blended Rationale: A vote AGAINST the proposal is warranted because:\- The independent representation on board is insufficient;- The company does not have an audit nor a remuneration committee, and the CEO serves on the board; and- The board is fully composed of female directors.
3 Approve Director Remuneration For For
4 Ratify KPMG Limited as Auditors For For
5 Approve Remuneration of External Auditors For For
Cathay Financial Holdings Co. Ltd.
Meeting Date: 06/11/2021 Country: Taiwan Meeting Type: Annual Ticker: 2882
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF COMMON SHARES
1 Approve Business Operations Report and For For Financial Statements
2 Approve Plan on Profit Distribution For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Cathay Financial Holdings Co. Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Approve Amendments to Rules and For For Procedures Regarding Shareholder's General Meeting
4 Approve Amendment to Rules and Procedures For For for Election of Directors
5 Approve to Raise Long-term Capital For For
Chicony Electronics Co., Ltd.
Meeting Date: 06/11/2021 Country: Taiwan Meeting Type: Annual Ticker: 2385
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report, For For Financial Statements and Profit Distribution
2 Approve Amendments to Rules and For For Procedures Regarding Shareholder's General Meeting
3 Amend Procedures for Lending Funds to For For Other Parties
4 Amend Procedures Governing the Acquisition For For or Disposal of Assets
China Development Financial Holding Corp.
Meeting Date: 06/11/2021 Country: Taiwan Meeting Type: Annual Ticker: 2883
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report, For For Financial Statements and Consolidated Financial Statements
2 Approve Profit Distribution For For
3 Amend Trading Procedures Governing For For Derivatives Products
4 Approve Amendments to Rules and For For Procedures Regarding Shareholder's General Meeting Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China Development Financial Holding Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Approve Issuance of Restricted Stocks For For
6 Approve Release of Restrictions of For For Competitive Activities of Directors
China Evergrande Group
Meeting Date: 06/11/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 3333
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Elect Chau Shing Yim, David as Director For Against
Blended Rationale: A vote AGAINST the election of Shing Yim (David) Chau is warranted for serving on more than six public company boards.
4 Elect He Qi as Director For For
5 Elect Xie Hongxi as Director For For
6 Elect Lai Lixin as Director For For
7 Authorize Board to Fix Remuneration of For For Directors
8 Approve PricewaterhouseCoopers as Auditors For For and Authorize Board to Fix Their Remuneration
9 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
10 Authorize Repurchase of Issued Share Capital For For
11 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
China Harmony Auto Holding Limited
Meeting Date: 06/11/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 3836 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China Harmony Auto Holding Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3a Elect Feng Changge as Director For For
3b Elect Han Yang as Director For Against
Blended Rationale: A vote AGAINST Han Yang and Wang Nengguang is warranted for each failing to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation.
3c Elect Wang Nengguang as Director For Against
Blended Rationale: A vote AGAINST Han Yang and Wang Nengguang is warranted for each failing to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation.
3d Authorize Board to Fix the Remuneration of For For Directors
4 Approve Zhonghui Anda CPA Limited as For For Auditor and Authorize Board to Fix Their Remuneration
5 Authorize Repurchase of Issued Share Capital For For
6 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
7 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
China Minsheng Banking Corp., Ltd.
Meeting Date: 06/11/2021 Country: China Meeting Type: Annual Ticker: 1988
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve Annual Report For For
2 Approve Final Financial Report For For
3 Approve Profit Distribution Plan For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China Minsheng Banking Corp., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Approve Annual Budgets For For
5 Approve Work Report of the Board For For
6 Approve Work Report of the Board of For For Supervisors
7 Approve Report of Remuneration of Directors For For
8 Approve Report of Remuneration of For For Supervisors
9 Approve PricewaterhouseCoopers Zhong Tian For For LLP and PricewaterhouseCoopers as Auditors and Authorize Board to Fix Their Remuneration
10 Approve Extension of the Validity Period of For For the Public Issuance of A Share Convertible Corporate Bonds and Related Transactions
11 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST this resolution is warranted for the following:- The share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
12 Amend Articles of Association For Against
Blended Rationale: A vote AGAINST is warranted because the proposed article amendments are not considered to adequately provide for accountability and transparency to shareholders.
China Minsheng Banking Corp., Ltd.
Meeting Date: 06/11/2021 Country: China Meeting Type: Special Ticker: 1988
Proposal Vote Number Proposal Text Mgmt Rec Instruction
CLASS MEETING FOR HOLDERS OF H SHARES
1 Approve Extension of the Validity Period of For For the Public Issuance of A Share Convertible Corporate Bonds and Related Transactions
CTBC Financial Holding Co., Ltd.
Meeting Date: 06/11/2021 Country: Taiwan Meeting Type: Annual Ticker: 2891 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
CTBC Financial Holding Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements For For
2 Approve Profit Distribution For For
3 Amend Rules and Procedures Regarding For For Shareholder's General Meeting
Delta Electronics, Inc.
Meeting Date: 06/11/2021 Country: Taiwan Meeting Type: Annual Ticker: 2308
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements For For
2 Approve Profit Distribution For For
ELECT NON-INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
3.1 Elect YANCEY HAI, with SHAREHOLDER For For NO.38010, as Non-Independent Director
3.2 Elect MARK KO, with Shareholder No. 15314, For For as Non-Independent Director
3.3 Elect BRUCE CH CHENG, with SHAREHOLDER For For NO.1, as Non-Independent Director
3.4 Elect PING CHENG, with SHAREHOLDER For For NO.43, as Non-Independent Director
3.5 Elect SIMON CHANG, with SHAREHOLDER For For NO.19, as Non-Independent Director
3.6 Elect VICTOR CHENG, with SHAREHOLDER For For NO.44, as Non-Independent Director
ELECT INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
3.7 Elect JI-REN LEE, with ID NO.Y120143XXX, For For as Independent Director
3.8 Elect SHYUE-CHING LU, with ID For For NO.H100330XXX, as Independent Director
3.9 Elect ROSE TSOU, with ID NO.E220471XXX, For For as Independent Director
3.10 Elect JACK J.T. HUANG, with ID For For NO.A100320XXX, as Independent Director Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Delta Electronics, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Approve Release of Restrictions of For For Competitive Activities of Directors
Etsy, Inc.
Meeting Date: 06/11/2021 Country: USA Meeting Type: Annual Ticker: ETSY
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Gary S. Briggs For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Gary Briggs, Edith Cooper, and Melissa Reiff given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1b Elect Director Edith W. Cooper For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Gary Briggs, Edith Cooper, and Melissa Reiff given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1c Elect Director Melissa Reiff For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Gary Briggs, Edith Cooper, and Melissa Reiff given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
FireEye, Inc.
Meeting Date: 06/11/2021 Country: USA Meeting Type: Annual Ticker: FEYE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Sara C. Andrews For For
1b Elect Director Adrian McDermott For For
1c Elect Director Robert E. Switz For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
FireEye, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Fubon Financial Holding Co., Ltd.
Meeting Date: 06/11/2021 Country: Taiwan Meeting Type: Annual Ticker: 2881
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF COMMON SHARES
1 Approve Business Report and Financial For For Statements
2 Approve Plan on Profit Distribution For For
3 Approve the Issuance of New Shares by For For Capitalization of Capital Reserve
4 Approve Plan to Raise Long-term Capital For For
5 Approve Amendments to Rules and For For Procedures Regarding Shareholders' General Meeting
Grupo Aeroportuario del Centro Norte SAB de CV
Meeting Date: 06/11/2021 Country: Mexico Meeting Type: Ordinary Shareholders Ticker: OMAB
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Authorize Issuance of Series B Shares to be For For Held in Treasury to Support Possible Conversion of Series BB Shares
2 Appoint Legal Representatives For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Haidilao International Holding Ltd.
Meeting Date: 06/11/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 6862
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Elect Zhang Yong as Director For For
3 Elect Zhou Zhaocheng as Director For For
4 Elect Gao Jie as Director For For
5 Elect Chua Sin Bin as Director For For
6 Authorize Board to Fix Remuneration of For For Directors
7 Approve Deloitte Touche Tohmatsu as Auditor For For and Authorize Board to Fix Their Remuneration
8 Approve Final Dividend For For
9 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
10 Authorize Repurchase of Issued Share Capital For For
11 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
12 Approve Grant of Specific Mandate for the For Against Issuance of the Connected Shares to Computershare Hong Kong Trustees Limited to Hold on Trust for Selected Participants Who are Connected Grantees and Related Transactions
13 Approve Grant of Connected Shares to the For Against Connected Grantees Pursuant to the Scheme
Industrial Bank Co., Ltd.
Meeting Date: 06/11/2021 Country: China Meeting Type: Annual Ticker: 601166 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Industrial Bank Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Report of the Board of Directors For For
2 Approve Report of the Board of Supervisors For For
3 Approve Annual Report and Summary For For
4 Approve Financial Statements and Financial For For Budget Report
5 Approve Profit Distribution For For
6 Approve Issuance of Capital Bond For For
7 Approve Issuance of Financial Bond For For
8 Approve to Appoint Auditor For For
9 Approve Capital Management Planning For For
APPROVE RELATED PARTY TRANSACTIONS
10.1 Approve Related Party Transaction with The For For People's Insurance Group of China Co., Ltd and its affiliates
10.2 Approve Related Party Transaction with Fujian For For Sunshine Group Co., Ltd and its affiliates
ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS
11.1 Elect Lyu Jiajin as Non-Independent Director For For
11.2 Elect Chen Yichao as Non-Independent For For Director
11.3 Elect Li Zhuyong as Non-Independent Director For For
11.4 Elect Xiao Hong as Non-Independent Director For For
11.5 Elect Lin Tengjiao as Non-Independent For For Director
11.6 Elect Tao Yiping as Non-Independent Director For For
11.7 Elect Chen Jinguang as Non-Independent For For Director
11.8 Elect Chen Xinjian as Non-Independent For For Director
11.9 Elect Sun Xiongpeng as Non-Independent For For Director
11.10 Elect Su Xijia as Independent Director For For
11.11 Elect Chen Guogang as Independent Director For For
11.12 Elect Lin Hua as Independent Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Industrial Bank Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11.13 Elect Ben Shenglin as Independent Director For For
11.14 Elect Xu Lin as Independent Director For For
ELECT SUPERVISORS VIA CUMULATIVE VOTING
12.1 Elect He Xudong as Supervisor For For
12.2 Elect Paul M.Theil as Supervisor For For
12.3 Elect Zhu Qing as Supervisor For For
12.4 Elect Xia Dawei as Supervisor For For
13 Approve Company's Eligibility for Issuance of For For Convertible Bonds
APPROVE ISSUANCE OF CONVERTIBLE BONDS
14.1 Approve Issue Type For For
14.2 Approve Issue Size For For
14.3 Approve Par Value and Issue Price For For
14.4 Approve Bond Maturity For For
14.5 Approve Bond Interest Rate For For
14.6 Approve Method and Term for the Repayment For For of Interest
14.7 Approve Conversion Period For For
14.8 Approve Determination and Adjustment of For For Conversion Price
14.9 Approve Terms for Downward Adjustment of For For Conversion Price
14.10 Approve Method for Determining the Number For For of Shares for Conversion
14.11 Approve Dividend Attribution For For
14.12 Approve Terms of Redemption For For
14.13 Approve Terms of Sell-Back For For
14.14 Approve Issue Manner and Target Subscribers For For
14.15 Approve Placing Arrangement for Original For For Shareholders
14.16 Approve Matters Relating to Meetings of For For Convertible Bond Holders
14.17 Approve Use of Proceeds For For
14.18 Approve Guarantee Matter For For
14.19 Approve Resolution Validity Period For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Industrial Bank Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
15 Approve Feasibility Analysis Report on the For For Use of Proceeds
16 Approve Report on the Usage of Previously For For Raised Funds
17 Approve Shareholder Return Plan For For
18 Approve Counter-dilution Measures in For For Connection to the Issuance of Convertible Bonds
19 Approve Authorization of Board to Handle All For For Related Matters
Iovance Biotherapeutics, Inc.
Meeting Date: 06/11/2021 Country: USA Meeting Type: Annual Ticker: IOVA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Iain Dukes For For
1.2 Elect Director Maria Fardis For For
1.3 Elect Director Athena Countouriotis For For
1.4 Elect Director Ryan Maynard For For
1.5 Elect Director Merrill A. McPeak For For
1.6 Elect Director Wayne P. Rothbaum For For
1.7 Elect Director Michael Weiser For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For
KEYENCE Corp.
Meeting Date: 06/11/2021 Country: Japan Meeting Type: Annual Ticker: 6861 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
KEYENCE Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 100
2.1 Elect Director Takizaki, Takemitsu For For
2.2 Elect Director Nakata, Yu For For
2.3 Elect Director Yamaguchi, Akiji For For
2.4 Elect Director Miki, Masayuki For For
2.5 Elect Director Yamamoto, Hiroaki For For
2.6 Elect Director Yamamoto, Akinori For For
2.7 Elect Director Taniguchi, Seiichi For For
2.8 Elect Director Suenaga, Kumiko For For
3 Appoint Alternate Statutory Auditor For For Yamamoto, Masaharu
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 100
2.1 Elect Director Takizaki, Takemitsu For For
2.2 Elect Director Nakata, Yu For For
2.3 Elect Director Yamaguchi, Akiji For For
2.4 Elect Director Miki, Masayuki For For
2.5 Elect Director Yamamoto, Hiroaki For For
2.6 Elect Director Yamamoto, Akinori For For
2.7 Elect Director Taniguchi, Seiichi For For
2.8 Elect Director Suenaga, Kumiko For For
3 Appoint Alternate Statutory Auditor For For Yamamoto, Masaharu
Li Ning Company Limited
Meeting Date: 06/11/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 2331 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Li Ning Company Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3.1a Elect Li Ning as Director For For
3.1b Elect Li Qilin as Director For For
3.1c Elect Su Jing Shyh, Samuel as Director For For
3.2 Authorize Board to Fix the Remuneration of For For Directors
4 Approve PricewaterhouseCoopers, Certified For For Public Accountants as Auditor and Authorize Board to Fix Their Remuneration
5 Approve Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights
6 Authorize Repurchase of Issued Share Capital For For
Mail.ru Group Ltd.
Meeting Date: 06/11/2021 Country: Virgin Isl (UK) Meeting Type: Annual Ticker: MAIL
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for GDR Holders
1 Receive Annual Report
2.1 Re-elect Dmitry Grishin as Director For Abstain
Blended Rationale: Item 2.1An ABSTENTION on the re-election of Dmitry Grishin is warranted because:- A potential independence issue has been identified and he currently sits on the Remuneration Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size.- As Board Chair, he is considered to be ultimately responsible for the Company's corporate governance practices and shareholders should note that there is lack of independent representation on the Board.
2.2 Re-elect Dmitry Sergeev as Director For For
2.3 Re-elect Vladimir Gabrielyan as Director For For
2.4 Elect Alexandra Buriko as Director For For
2.5 Re-elect Uliana Antonova as Director For For
2.6 Re-elect Mark Remon Sorour as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mail.ru Group Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.7 Re-elect Charles St. Leger Searle as Director For Against
Blended Rationale: Items 2.7 and 2.8A vote AGAINST the re-election of Charles Searle and Jaco van der Merwe is warranted because:- Potential independence issues have been identified and they currently sit on the Audit and Remuneration Committees, respectively, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size.
2.8 Re-elect Jaco van der Merwe as Director For Against
Blended Rationale: Items 2.7 and 2.8A vote AGAINST the re-election of Charles Searle and Jaco van der Merwe is warranted because:- Potential independence issues have been identified and they currently sit on the Audit and Remuneration Committees, respectively, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size.
Mersana Therapeutics, Inc.
Meeting Date: 06/11/2021 Country: USA Meeting Type: Annual Ticker: MRSN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Willard H. Dere For Withhold
Blended Rationale: WITHHOLD votes are warranted for the director nominees Willard Dere and Martin Huber given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Martin H. Huber For Withhold
Blended Rationale: WITHHOLD votes are warranted for the director nominees Willard Dere and Martin Huber given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year
Micro-Star International Co., Ltd.
Meeting Date: 06/11/2021 Country: Taiwan Meeting Type: Annual Ticker: 2377 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Micro-Star International Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements For For
2 Approve Plan on Profit Distribution For For
3 Approve Amendments to Rules and For For Procedures Regarding Shareholder's General Meeting
ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
4.1 Elect HSU, HSIANG, with Shareholder No. 1, For For as Non-independent Director
4.2 Elect HUANG, CHIN-CHING, with Shareholder For For No. 5, as Non-independent Director
4.3 Elect YU, HSIEN-NENG, with Shareholder No. For Against 9, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 4.3-4.8 is warranted because the independence level will be 27.27 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
4.4 Elect LIN, WEN-TUNG, with Shareholder No. For Against 10, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 4.3-4.8 is warranted because the independence level will be 27.27 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
4.5 Elect KUO, HSU-KUANG, with Shareholder No. For Against 99, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 4.3-4.8 is warranted because the independence level will be 27.27 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
4.6 Elect LIAO, CHUN-KENG, with Shareholder For Against No. 492, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 4.3-4.8 is warranted because the independence level will be 27.27 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
4.7 Elect HUNG, YU-SHENG, with Shareholder No. For Against 11864, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 4.3-4.8 is warranted because the independence level will be 27.27 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
4.8 Elect CHEN, TE-LING, with ID No. For Against A22412**** (A224121XXX), as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 4.3-4.8 is warranted because the independence level will be 27.27 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Micro-Star International Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4.9 Elect HSU, JUN-SHYAN with Shareholder No. For For 26 as Independent Director
4.10 Elect HSU, KAO-SHAN with Shareholder No. For For 461 as Independent Director
4.11 Elect LIU, CHENG-YI with ID No. P12021**** For For (P120217XXX) as Independent Director
Multi Units Luxembourg - Lyxor Core US TIPS (DR) UCITS ETF
Meeting Date: 06/11/2021 Country: Luxembourg Meeting Type: Annual Ticker: TIPU
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Deferral of the Annual General For For Meeting due to the Unavailability of the Company's Annual Accounts
2 Receive and Approve Board's and Auditor's For For Reports
3 Approve Financial Statements For For
4 Approve Allocation of Income and Dividends For For
5 Approve Discharge of Directors For For
6.a Re-elect Lucien Caytan as Director For For
6.b Re-elect Arnaud Llinas as Director For For
6.c Re-elect Gregory Berthier as Director For For
6.d Re-elect Alexandre Cegarra as Director For For
6.e Re-elect Martin Rausch as Director For For
7 Renew Appointment of For For PricewaterhouseCoopers as Auditor
8 Authorize Filing of Required Documents/Other For For Formalities
Multi Units Luxembourg - Lyxor MSCI World Health Care TR UCITS ETF
Meeting Date: 06/11/2021 Country: Luxembourg Meeting Type: Annual Ticker: HLTW Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Multi Units Luxembourg - Lyxor MSCI World Health Care TR UCITS ETF
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Deferral of the Annual General For For Meeting due to the Unavailability of the Company's Annual Accounts
2 Receive and Approve Board's and Auditor's For For Reports
3 Approve Financial Statements For For
4 Approve Allocation of Income and Dividends For For
5 Approve Discharge of Directors For For
6.a Re-elect Lucien Caytan as Director For For
6.b Re-elect Arnaud Llinas as Director For For
6.c Re-elect Gregory Berthier as Director For For
6.d Re-elect Alexandre Cegarra as Director For For
6.e Re-elect Martin Rausch as Director For For
7 Renew Appointment of For For PricewaterhouseCoopers as Auditor
8 Authorize Filing of Required Documents/Other For For Formalities
Novolipetsk Steel
Meeting Date: 06/11/2021 Country: Russia Meeting Type: Special Ticker: NLMK
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Interim Dividends for First Quarter of For For Fiscal 2021
2.1 Approve New Edition of Charter For For
2.2 Approve New Edition of Regulations on For For Management
Regeneron Pharmaceuticals, Inc.
Meeting Date: 06/11/2021 Country: USA Meeting Type: Annual Ticker: REGN Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Regeneron Pharmaceuticals, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director N. Anthony Coles For For
Blended Rationale: A vote AGAINST N. Anthony (Tony) Coles is warranted for serving on more than three public boards while serving as a CEO of an outside company.
1b Elect Director Arthur F. Ryan For For
1c Elect Director George L. Sing For Against
Blended Rationale: A vote AGAINST compensation committee member George Sing is warranted due to pay-for-performance misalignment concerns that are underscored by multiple issues relating to the design and magnitude of front-loaded PSU awards for the CEO and CSO.
1d Elect Director Marc Tessier-Lavigne For Against
Blended Rationale: A vote AGAINST Marc Tessier-Lavigne is warranted for failing to attend at least 75 percent of the total board and committee meetings held during the fiscal year under review without an acceptable reason for the absences.
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
Tabula Rasa HealthCare, Inc.
Meeting Date: 06/11/2021 Country: USA Meeting Type: Annual Ticker: TRHC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Samira Beckwith For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Samira Beckwith, Dennis Helling, and Pamela Schweitzer given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Dennis Helling For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Samira Beckwith, Dennis Helling, and Pamela Schweitzer given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.3 Elect Director Pamela Schweitzer For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Samira Beckwith, Dennis Helling, and Pamela Schweitzer given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tabula Rasa HealthCare, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Ratify KPMG LLP as Auditors For For
4 Approve Qualified Employee Stock Purchase For For Plan
Taishin Financial Holdings Co., Ltd.
Meeting Date: 06/11/2021 Country: Taiwan Meeting Type: Annual Ticker: 2887
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF COMMON SHARES
1 Approve Business Report and Financial For For Statements
2 Approve Profit Distribution For For
3 Approve Issuance of New Common Shares For For from Earnings
4 Approve Amendments to Articles of For For Association
5 Amend Rules and Procedures Regarding For For Shareholder's General Meeting
ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
6.1 Elect Wu, Tong-Liang, Representative of Chia For For Hao Co., Ltd, with Shareholder NO.533102, as Non-Independent Director
6.2 Elect Wu, Cheng-Ching, Representative of For For TASCO Chemical Co., Ltd, with Shareholder NO.24482, as Non-Independent Director
6.3 Elect Kuo, Jui-Sung, Representative of For For Hsiang-Chao Co., Ltd, with Shareholder NO.345123, as Non-Independent Director
6.4 Elect Wang, Chu-Chan, Representative of For For Santo Arden Co., Ltd, with Shareholder NO.492483, as Non-Independent Director
6.5 Elect Lin, Yi-Fu, with Shareholder For For NO.A103619XXX, as Independent Director
6.6 Elect Chang, Min-Yu, with Shareholder For For NO.A221327XXX, as Independent Director Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Taishin Financial Holdings Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6.7 Elect Kuan, Kuo-Lin, with Shareholder For For NO.D120043XXX, as Independent Director
7 Approve Release of Restrictions of For For Competitive Activities of Directors
Taiwan Cement Corp.
Meeting Date: 06/11/2021 Country: Taiwan Meeting Type: Annual Ticker: 1101
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Report and Financial For For Statements
2 Approve Profit Distribution For For
ELECT NON-INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
3.1 Elect Chang, An-Ping, a Representative of For For Chia Hsin R.M.C Corp., with Shareholder No. 20048715, as Non-Independent Director
3.2 Elect Li, Jong-Peir, a Representative of C. F. For For Koo Foundation, with Shareholder No. 20178935, as Non-Independent Director
3.3 Elect Chang Kang-Lung, Jason, a For For Representative of Chia Hsin Cement Corp, with Shareholder No. 20016949, as Non-Independent Director
3.4 Elect Lo, C.M. Kenneth, a Representative of For For International CSRC Investment Holdings Co., Ltd., with Shareholder No. 20055830, as Non-Independent Director
3.5 Elect Wang, Por-Yuan, a Representative of Fu For For Pin Investment Co., Ltd., with Shareholder No. 20420701, as Non-Independent Director
3.6 Elect Koo, Kung-Yi, a Representative of Tai For For Ho Farming Co., Ltd., with SHAREHOLDER NO.20040219, as Non-Independent Director
3.7 Elect Chen, Chi-Te, a Representative of Chia For For Hsin Cement Corp., with SHAREHOLDER NO.20016949, as Non-Independent Director
3.8 Elect Hsieh, Chi-Chia, a Representative of Fu For For Pin Investment Co., Ltd., with SHAREHOLDER NO.20420701, as Non-Independent Director Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Taiwan Cement Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.9 Elect Wen, Chien, a Representative of Heng For For Qiang Investment Co., Ltd., with SHAREHOLDER NO.20420700, as Non-Independent Director
3.10 Elect Tsai, Chih-Chung, a Representative of For For Heng Qiang Investment Co., Ltd., with SHAREHOLDER NO.20420700, as Non-Independent Director
ELECT INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
3.11 Elect Chiao, Yu-Cheng with ID No. For Against A120667XXX as Independent Director
Blended Rationale: A vote AGAINST Yu-Cheng (Arthur) Chiao and Victor Wang under Items 3.11 and 3.12 is warranted because they serve on a total of more than six public company boards.
3.12 Elect Wang, Victor with ID No. Q100187XXX For Against as Independent Director
Blended Rationale: A vote AGAINST Yu-Cheng (Arthur) Chiao and Victor Wang under Items 3.11 and 3.12 is warranted because they serve on a total of more than six public company boards.
3.13 Elect Chou, Ling-Tai Lynette (Chou Ling Tai), For For with SHAREHOLDER NO.20180174 as Independent Director
3.14 Elect Lin, Mei-Hwa, with ID No. F201284XXX For For as Independent Director
3.15 Elect Lin, Shiou-Ling, with ID No. For For A202924XXX as Independent Director
4 Amend Procedures Governing the Acquisition For For or Disposal of Assets
5 Approve Amendments to Rules and For For Procedures Regarding Shareholder's General Meeting
6 Approve Release of Restrictions of For For Competitive Activities of Newly Appointed Directors
Alkermes Plc
Meeting Date: 06/14/2021 Country: Ireland Meeting Type: Annual Ticker: ALKS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director David A. Daglio, Jr. For Do Not Vote Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Alkermes Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Nancy L. Snyderman For Do Not Vote
1.3 Elect Director Frank Anders 'Andy' Wilson For Do Not Vote
1.4 Elect Director Nancy J. Wysenski For Do Not Vote
2 Advisory Vote to Ratify Named Executive For Do Not Officers' Compensation Vote
3 Approve PricewaterhouseCoopers LLP as For Do Not Auditors and Authorize Board to Fix Their Vote Remuneration
4 Amend Omnibus Stock Plan For Do Not Vote
5 Declassify the Board of Directors For Do Not Vote
General Motors Company
Meeting Date: 06/14/2021 Country: USA Meeting Type: Annual Ticker: GM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Mary T. Barra For For
Blended Rationale: A vote FOR the director nominees is warranted.
1b Elect Director Wesley G. Bush For For
Blended Rationale: A vote FOR the director nominees is warranted.
1c Elect Director Linda R. Gooden For For
Blended Rationale: A vote FOR the director nominees is warranted.
1d Elect Director Joseph Jimenez For For
Blended Rationale: A vote FOR the director nominees is warranted.
1e Elect Director Jane L. Mendillo For For
Blended Rationale: A vote FOR the director nominees is warranted.
1f Elect Director Judith A. Miscik For For
Blended Rationale: A vote FOR the director nominees is warranted.
1g Elect Director Patricia F. Russo For For
Blended Rationale: A vote FOR the director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
General Motors Company
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1h Elect Director Thomas M. Schoewe For For
Blended Rationale: A vote FOR the director nominees is warranted.
1i Elect Director Carol M. Stephenson For For
Blended Rationale: A vote FOR the director nominees is warranted.
1j Elect Director Mark A. Tatum For For
Blended Rationale: A vote FOR the director nominees is warranted.
1k Elect Director Devin N. Wenig For For
Blended Rationale: A vote FOR the director nominees is warranted.
1l Elect Director Margaret C. Whitman For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted as CEO pay and company performance are reasonably aligned at this time. The majority of the CEO's pay is conditioned on objective financial performance metrics, with the majority of the company's equity grants vesting according to clearly disclosed long-term performance goals. Additionally, the CEO's annual incentive award was earned below target for the year in review, aligned with company performance.
3 Ratify Ernst & Young LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
4 Provide Right to Act by Written Consent Against For
Blended Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.
5 Link Executive Pay to Social Criteria Against For
Blended Rationale: A vote FOR this proposal is warranted. Incorporating climate-related performance measures, including GHG emissions reduction metrics, as a broader component of senior executive pay setting decision-making would serve to further incentivize executives to ensure that company performance on environmental, social and sustainability considerations, alongside financial factors, is appropriately aligned with management's interests, the firm's stated commitments to sustainability, and long-term corporate strategy.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Mary T. Barra For For
1b Elect Director Wesley G. Bush For For
1c Elect Director Linda R. Gooden For For
1d Elect Director Joseph Jimenez For For
1e Elect Director Jane L. Mendillo For For
1f Elect Director Judith A. Miscik For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
General Motors Company
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1g Elect Director Patricia F. Russo For For
1h Elect Director Thomas M. Schoewe For For
1i Elect Director Carol M. Stephenson For For
1j Elect Director Mark A. Tatum For For
1k Elect Director Devin N. Wenig For For
1l Elect Director Margaret C. Whitman For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For
4 Provide Right to Act by Written Consent Against For
Blended Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.
5 Link Executive Pay to Social Criteria Against For
Blended Rationale: A vote FOR this proposal is warranted. Incorporating climate-related performance measures, including GHG emissions reduction metrics, as a broader component of senior executive pay setting decision-making would serve to further incentivize executives to ensure that company performance on environmental, social and sustainability considerations, alongside financial factors, is appropriately aligned with management's interests, the firm's stated commitments to sustainability, and long-term corporate strategy.
Nova Ljubljanska Banka dd
Meeting Date: 06/14/2021 Country: Slovenia Meeting Type: Annual Ticker: NLBR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders
1 Open Meeting; Verify Quorum; Elect Meeting For For Chairman
1.1 Proposals by Shareholders to Item 1 Against Against
2 Receive Annual Report and Statutory Reports
3.1 Approve Allocation of Income and Dividends For For
3.1.1 Proposals by Shareholders to Item 3.1 Against Against
3.2 Approve Discharge of Management Board For For Members
3.2.1 Proposals by Shareholders to Item 3.2 Against Against Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Nova Ljubljanska Banka dd
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.3 Approve Discharge of Supervisory Board For For Members
3.3.1 Proposals by Shareholders to Item 3.3 Against Against
4 Receive Internal Auditor's Report
5 Amend Statute For For
5.1 Proposals by Shareholders to Item 5 Against Against
6 Elect Islam Osama Zekry as Supervisory For For Board Member
6.1 Elect Peter Groznik as Supervisory Board Against Against Member for Four-Year Term of Office
6.2 Proposals by Shareholders to Item 6.1 Against Against
7 Receive Information on Resignation and Appointment of Supervisory Board Members
8 Receive Report on Share Repurchase Program
Roper Technologies, Inc.
Meeting Date: 06/14/2021 Country: USA Meeting Type: Annual Ticker: ROP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Shellye L. Archambeau For For
1.2 Elect Director Amy Woods Brinkley For For
1.3 Elect Director John F. Fort, III For For
1.4 Elect Director L. Neil Hunn For For
1.5 Elect Director Robert D. Johnson For For
1.6 Elect Director Laura G. Thatcher For For
1.7 Elect Director Richard F. Wallman For For
1.8 Elect Director Christopher Wright For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Auditors
4 Approve Omnibus Stock Plan For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Saga Plc
Meeting Date: 06/14/2021 Country: United Kingdom Meeting Type: Annual Ticker: SAGA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
Blended Rationale: Rationale: We are comfortable with the balance of fixed and variable compensation and therefore we approve this item
3 Elect Roger De Haan as Director For For
4 Re-elect Euan Sutherland as Director For For
5 Re-elect James Quin as Director For For
6 Re-elect Orna NiChionna as Director For For
7 Re-elect Eva Eisenschimmel as Director For For
8 Re-elect Julie Hopes as Director For For
9 Re-elect Gareth Hoskin as Director For For
10 Reappoint KPMG LLP as Auditors For For
11 Authorise the Audit Committee to Fix For For Remuneration of Auditors
12 Authorise UK Political Donations and For For Expenditure
13 Authorise Issue of Equity For For
14 Authorise Issue of Equity without Pre-emptive For For Rights
15 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
16 Authorise Market Purchase of Ordinary Shares For For
17 Authorise the Company to Call General For For Meeting with Two Weeks' Notice
18 Adopt New Articles of Association For For
Teva Pharmaceutical Industries Limited
Meeting Date: 06/14/2021 Country: Israel Meeting Type: Annual Ticker: TEVA Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Teva Pharmaceutical Industries Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders
1a Elect Director Rosemary A. Crane For For
1b Elect Director Abbas Hussain For For
1c Elect Director Gerald M. Lieberman For For
1d Elect Director Ronit Satchi-Fainaro For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Kesselman & Kesselman as Auditors For For
Affimed NV
Meeting Date: 06/15/2021 Country: Netherlands Meeting Type: Annual Ticker: AFMD
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Annual Meeting Agenda
1 Open Meeting
2 Receive Report of Management Board (Non-Voting)
3 Adopt Financial Statements and Statutory For For Reports
4 Approve Discharge of Management Board For For
5 Approve Discharge of Supervisory Board For For
6 Elect Denise Mueller to Management Board For For
7a Reelect Ulrich Grau to Supervisory Board For For
7b Reelect Mathieu Simon to Supervisory Board For For
7c Elect Uta Kemmerich-Keil to Supervisory For For Board
8 Ratify KPMG N.V. as Auditors For For
9 Authorize Repurchase of Shares For For
10 Other Business (Non-Voting) Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Affimed NV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11 Close Meeting
American Well Corporation
Meeting Date: 06/15/2021 Country: USA Meeting Type: Annual Ticker: AMWL
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Derek Ross For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent directors Brendan O'Grady and Derek Ross given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
1.2 Elect Director Brendan O'Grady For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent directors Brendan O'Grady and Derek Ross given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.WITHHOLD votes are also warranted for Brendan O'Grady for serving as a non-independent member of a key board committee.WITHHOLD votes are further warranted for incumbent compensation committee member Brendan O'Grady, in the absence of a say-on-pay proposal, due to a misalignment between pay and performance. The co-CEOs' total compensations were relatively high due to excessive equity awards. In addition, specific metrics, goals, and actual results under the STIP remain undisclosed, significant discretionary bonuses were granted to NEOs, and equity awards were entirely time-based.
1.3 Elect Director Deborah Jackson For For
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
Bechtle AG
Meeting Date: 06/15/2021 Country: Germany Meeting Type: Annual Ticker: BC8
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal Year 2020 (Non-Voting)
2 Approve Allocation of Income and Dividends For For of EUR 1.35 per Share
3 Approve Discharge of Management Board for For For Fiscal Year 2020 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Bechtle AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Approve Discharge of Supervisory Board for For For Fiscal Year 2020
5 Ratify Ernst & Young GmbH as Auditors for For For Fiscal Year 2021
6 Approve EUR 84 Million Capitalization of For For Reserves for Bonus Issue of Shares
7 Approve Creation of EUR 18.9 Million Pool of For For Capital with Partial Exclusion of Preemptive Rights
8 Approve Issuance of Warrants/Bonds with For For Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 350 Million; Approve Creation of EUR 6.3 Million Pool of Capital to Guarantee Conversion Rights
9 Approve Remuneration Policy For For
10 Approve Remuneration of Supervisory Board For For
11 Approve Affiliation Agreement with Bechtle For For E-Commerce Holding AG bluebird bio, Inc.
Meeting Date: 06/15/2021 Country: USA Meeting Type: Annual Ticker: BLUE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director John O. Agwunobi For Against
Blended Rationale: A vote AGAINST Nominating and Governance Committee chair John Agwunobi is warranted due to the board's adoption of an unduly restrictive federal forum selection provision, which has not been submitted to a shareholder vote.
1b Elect Director Daniel S. Lynch For For
1c Elect Director William R. Sellers For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year
4 Amend Qualified Employee Stock Purchase For For Plan
5 Ratify Ernst & Young LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Builders FirstSource, Inc.
Meeting Date: 06/15/2021 Country: USA Meeting Type: Annual Ticker: BLDR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Cleveland A. Christophe For For
1.2 Elect Director David E. Flitman For For
1.3 Elect Director W. Bradley Hayes For For
1.4 Elect Director Brett N. Milgrim For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Auditors
C4 Therapeutics, Inc.
Meeting Date: 06/15/2021 Country: USA Meeting Type: Annual Ticker: CCCC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Marc A. Cohen For Withhold
Blended Rationale: WITHHOLD votes are warranted for Marc Cohen and Kenneth (Ken) Anderson given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.WITHHOLD votes are further warranted for Marc Cohen for serving as a non-independent member of certain key board committees.
1.2 Elect Director Kenneth C. Anderson For Withhold
Blended Rationale: WITHHOLD votes are warranted for Marc Cohen and Kenneth (Ken) Anderson given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify KPMG LLP as Auditors For For
Caesars Entertainment, Inc.
Meeting Date: 06/15/2021 Country: USA Meeting Type: Annual Ticker: CZR Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Caesars Entertainment, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Gary L. Carano For For
1.2 Elect Director Bonnie S. Biumi For For
1.3 Elect Director Jan Jones Blackhurst For Withhold
Blended Rationale: WITHHOLD votes are warranted for Janis (Jan) Jones Blackhurst for serving as a non-independent member of a key board committee.
1.4 Elect Director Frank J. Fahrenkopf For For
1.5 Elect Director Don R. Kornstein For For
1.6 Elect Director Courtney R. Mather For For
1.7 Elect Director Michael E. Pegram For For
1.8 Elect Director Thomas R. Reeg For For
1.9 Elect Director David P. Tomick For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year
4 Ratify Deloitte & Touche LLP as Auditors For For
5 Increase Authorized Common Stock For For
6 Authorize New Class of Preferred Stock For Against
Blended Rationale: A vote AGAINST this proposal is warranted. Management has not specifically stated that the shares may not be used for antitakeover purposes and has failed to provide a specific financing purpose for the shares. Therefore, the possibility that they will be used for management entrenchment purposes is considered to outweigh any potential benefits that they would bring.
China Lesso Group Holdings Limited
Meeting Date: 06/15/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 2128
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3a Elect Luo Jianfeng as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China Lesso Group Holdings Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3b Elect Lin Dewei as Director For For
3c Elect Lan Fang as Director For For
3d Elect Tao Zhigang as Director For For
3e Elect Lu Jiandong as Director For For
4 Authorize Board to Fix Remuneration of For For Directors
5 Approve Ernst & Young as Auditor and For For Authorize Board to Fix Their Remuneration
6a Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
6b Authorize Repurchase of Issued Share Capital For For
6c Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit. eBay Inc.
Meeting Date: 06/15/2021 Country: USA Meeting Type: Annual Ticker: EBAY
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Anthony J. Bates For For
Blended Rationale: A vote FOR the director nominees is warranted.
1b Elect Director Adriane M. Brown For For
Blended Rationale: A vote FOR the director nominees is warranted.
1c Elect Director Diana Farrell For For
Blended Rationale: A vote FOR the director nominees is warranted.
1d Elect Director Logan D. Green For For
Blended Rationale: A vote FOR the director nominees is warranted.
1e Elect Director Bonnie S. Hammer For For
Blended Rationale: A vote FOR the director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021 eBay Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1f Elect Director E. Carol Hayles For For
Blended Rationale: A vote FOR the director nominees is warranted.
1g Elect Director Jamie Iannone For For
Blended Rationale: A vote FOR the director nominees is warranted.
1h Elect Director Kathleen C. Mitic For For
Blended Rationale: A vote FOR the director nominees is warranted.
1i Elect Director Matthew J. Murphy For For
Blended Rationale: A vote FOR the director nominees is warranted.
1j Elect Director Paul S. Pressler For For
Blended Rationale: A vote FOR the director nominees is warranted.
1k Elect Director Mohak Shroff For For
Blended Rationale: A vote FOR the director nominees is warranted.
1l Elect Director Robert H. Swan For For
Blended Rationale: A vote FOR the director nominees is warranted.
1m Elect Director Perry M. Traquina For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted as pay and performance are reasonably aligned for the year in review. The annual, long-term and CEO new-hire equity awards are all primarily performance-based with performance shares relying on multi-year performance periods. However, future compensation levels require further monitoring in light of the limited disclosure of individual performance terms.
4 Improve Principles of Executive Against Against Compensation Program
Blended Rationale: A vote AGAINST this proposal is warranted, as the board and compensation committee are generally best suited to make decisions about the guiding principles of executive compensation. The company provides disclosure surrounding its executive compensation setting process and no problematic pay practices nor pay-for-performance concerns have been identified.
5 Provide Right to Act by Written Consent Against For
Blended Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.
Proposal Vote Number Proposal Text Mgmt Rec Instruction Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021 eBay Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Anthony J. Bates For For
1b Elect Director Adriane M. Brown For For
1c Elect Director Diana Farrell For For
1d Elect Director Logan D. Green For For
1e Elect Director Bonnie S. Hammer For For
1f Elect Director E. Carol Hayles For For
1g Elect Director Jamie Iannone For For
1h Elect Director Kathleen C. Mitic For For
1i Elect Director Matthew J. Murphy For For
1j Elect Director Paul S. Pressler For For
1k Elect Director Mohak Shroff For For
1l Elect Director Robert H. Swan For For
1m Elect Director Perry M. Traquina For For
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Improve Principles of Executive Against Against Compensation Program
5 Provide Right to Act by Written Consent Against For
Blended Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.
EVRAZ Plc
Meeting Date: 06/15/2021 Country: United Kingdom Meeting Type: Annual Ticker: EVR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Re-elect Alexander Abramov as Director For Against
4 Re-elect Alexander Frolov as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
EVRAZ Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Re-elect Eugene Shvidler as Director For For
6 Re-elect Eugene Tenenbaum as Director For For
7 Re-elect Karl Gruber as Director For For
8 Re-elect Deborah Gudgeon as Director For For
9 Re-elect Alexander Izosimov as Director For Against
10 Re-elect Sir Michael Peat as Director For For
11 Elect Stephen Odell as Director For For
12 Elect James Rutherford as Director For For
13 Elect Sandra Stash as Director For For
14 Reappoint Ernst & Young LLP as Auditors For For
15 Authorise the Audit Committee to Fix For For Remuneration of Auditors
16 Authorise Issue of Equity For For
17 Authorise Issue of Equity without Pre-emptive For For Rights
18 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
19 Authorise Market Purchase of Ordinary Shares For For
20 Authorise the Company to Call General For For Meeting with Two Weeks' Notice
Five Below, Inc.
Meeting Date: 06/15/2021 Country: USA Meeting Type: Annual Ticker: FIVE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Dinesh S. Lathi For For
1b Elect Director Richard L. Markee For For
1c Elect Director Thomas G. Vellios For For
1d Elect Director Zuhairah S. Washington For For
2 Ratify KPMG LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Five Below, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. The CEO's pay increased year-over-year due to the off-cycle equity awards replacing outstanding performance shares. Originally, short-term incentives were linked to rigorous financial goals, and the equity awards were mostly performance-based with multi-year financial goals. However, the incentive awards were modified due to the COVID-19 pandemic. Although the resulting STI payouts were somewhat reasonable, the modifications to LTI awards and the vesting design of the off-cycle equity awards raise significant concerns. In particular, although the relative TSR metric targets outperformance, no vesting cap is disclosed for negative TSR performance, performance measurement periods are relatively short, and a portion of the performance shares were effectively replaced with time-based shares with a short vesting period. Such modifications to in-progress and closing-cycle equity awards are generally not viewed as an appropriate reaction to COVID-19 by many investors.
Jumbo SA
Meeting Date: 06/15/2021 Country: Greece Meeting Type: Annual Ticker: BELA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Postponed Meeting Agenda
1 Accept Financial Statements and Statutory For For Reports
2 Receive Audit Committee's Activity Report
3 Ratify Previously Approved Decision on For For Distribution of Special Dividend
4 Approve Allocation of Income and For For Non-Distribution of Dividends
5 Approve Management of Company and Grant For For Discharge to Auditors
6 Approve Remuneration of Certain Board For For Members
7 Approve Auditors and Fix Their Remuneration For For
8 Advisory Vote on Remuneration Report For For
9 Approve Suitability Policy for Directors For For
Blended Rationale: A vote AGAINST this item is warranted because:- There is no reference to succession plan; and- There is lack of information about the assessment of the board member's reputation and integrity, and the procedures for the monitoring of the suitability policy.
10 Approve Remuneration Policy For For
11 Allow Shareholder Meetings to be Held in For For Virtual-Only Format Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Jumbo SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
12 Elect Directors (Bundled) For For
Blended Rationale: A vote AGAINST this resolution is warranted because the board does not meet the one third independence guideline.
13 Approve Type and Term of Office of the Audit For For Committee
Match Group, Inc.
Meeting Date: 06/15/2021 Country: USA Meeting Type: Annual Ticker: MTCH
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Wendi Murdoch For For
Blended Rationale: A vote FOR the director nominees is warranted.
1b Elect Director Glenn H. Schiffman For For
Blended Rationale: A vote FOR the director nominees is warranted.
1c Elect Director Pamela S. Seymon For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Approve Qualified Employee Stock Purchase For For Plan
Blended Rationale: A vote FOR this proposal is warranted given that:* The purchase price is reasonable;* The number of shares reserved is reasonable; and* The offering period is within the limits prescribed by Section 432 of the Internal Revenue Code.
3 Ratify Ernst & Young LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Wendi Murdoch For For
1b Elect Director Glenn H. Schiffman For For
1c Elect Director Pamela S. Seymon For For
2 Approve Qualified Employee Stock Purchase For For Plan
3 Ratify Ernst & Young LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
MetLife, Inc.
Meeting Date: 06/15/2021 Country: USA Meeting Type: Annual Ticker: MET
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Cheryl W. Grise For For
1b Elect Director Carlos M. Gutierrez For For
1c Elect Director Gerald L. Hassell For For
1d Elect Director David L. Herzog For For
1e Elect Director R. Glenn Hubbard For For
1f Elect Director Edward J. Kelly, III For For
1g Elect Director William E. Kennard For For
1h Elect Director Michel A. Khalaf For For
1i Elect Director Catherine R. Kinney For For
1j Elect Director Diana L. McKenzie For For
1k Elect Director Denise M. Morrison For For
1l Elect Director Mark A. Weinberger For For
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Monster Beverage Corporation
Meeting Date: 06/15/2021 Country: USA Meeting Type: Annual Ticker: MNST
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Rodney C. Sacks For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.2 Elect Director Hilton H. Schlosberg For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.3 Elect Director Mark J. Hall For For
Blended Rationale: A vote FOR the director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Monster Beverage Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.4 Elect Director James L. Dinkins For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.5 Elect Director Gary P. Fayard For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.6 Elect Director Jeanne P. Jackson For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.7 Elect Director Steven G. Pizula For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.8 Elect Director Benjamin M. Polk For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.9 Elect Director Mark S. Vidergauz For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Ratify Deloitte & Touche LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted. The company made meaningful changes to both the short- and long-term incentive programs for FY20. Annual incentives were based primarily on a pre-set financial metric and long-term incentives included performance-conditioned equity awards measured over multiple years and tied to company financial performance. Moreover, a larger portion of equity awards for FY21 will consist of performance-based equity.
4 Annual Vote and Report on Climate Change Against For
Blended Rationale: A vote FOR this proposal is warranted. Additional information on the company's plan to reduce its GHG emissions would allow investors to better understand how the company is managing its climate change related risks and it would allow shareholders to express their opinions on the climate risk management practices of the company.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Rodney C. Sacks For For
1.2 Elect Director Hilton H. Schlosberg For For
1.3 Elect Director Mark J. Hall For For
1.4 Elect Director James L. Dinkins For For
1.5 Elect Director Gary P. Fayard For For
1.6 Elect Director Jeanne P. Jackson For For
1.7 Elect Director Steven G. Pizula For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Monster Beverage Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.8 Elect Director Benjamin M. Polk For For
1.9 Elect Director Mark S. Vidergauz For For
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Annual Vote and Report on Climate Change Against For
Blended Rationale: A vote FOR this proposal is warranted. Additional information on the company's plan to reduce its GHG emissions would allow investors to better understand how the company is managing its climate change related risks and it would allow shareholders to express their opinions on the climate risk management practices of the company.
Mr. D.I.Y. Group (M) Bhd.
Meeting Date: 06/15/2021 Country: Malaysia Meeting Type: Annual Ticker: 5296
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Tan Yu Yeh as Director For For
2 Elect Ng Ing Peng as Director For For
3 Approve Directors' Fees and Benefits For For
4 Approve BDO PLT as Auditors and Authorize For For Board to Fix Their Remuneration
5 Approve Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights
6 Approve Implementation of Shareholders' For For Mandate for Recurrent Related Party Transactions with Mr. D.I.Y. International Holding Ltd. (MDIH) and Its Subsidiaries, Associated Companies and Corporations Controlled by MDIH
7 Approve Implementation of Shareholders' For For Mandate for Recurrent Related Party Transactions with Mr D.I.Y. Trading (Singapore) Pte. Ltd.
8 Authorize Share Repurchase Program For For
Nasdaq, Inc.
Meeting Date: 06/15/2021 Country: USA Meeting Type: Annual Ticker: NDAQ Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Nasdaq, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Melissa M. Arnoldi For For
1b Elect Director Charlene T. Begley For For
1c Elect Director Steven D. Black For For
1d Elect Director Adena T. Friedman For For
1e Elect Director Essa Kazim For For
1f Elect Director Thomas A. Kloet For For
1g Elect Director John D. Rainey For For
1h Elect Director Michael R. Splinter For For
1i Elect Director Jacob Wallenberg For For
1j Elect Director Alfred W. Zollar For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For
4 Provide Right to Act by Written Consent Against For
Blended Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.
Nuance Communications, Inc.
Meeting Date: 06/15/2021 Country: USA Meeting Type: Special Ticker: NUAN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Merger Agreement For For
2 Advisory Vote on Golden Parachutes For For
Pirelli & C. SpA
Meeting Date: 06/15/2021 Country: Italy Meeting Type: Annual Ticker: PIRC Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Pirelli & C. SpA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Ordinary Business
Management Proposals
1.1 Accept Financial Statements and Statutory For For Reports
1.2 Approve Allocation of Income For For
2 Elect Giorgio Luca Bruno as Director For For
Appoint Internal Statutory Auditors (Slate Election) - Choose One of the Following Slates
3.1.1 Slate 1 Submitted by Marco Polo International None Against Italy Srl and Camfin SpA
Blended Rationale: This item warrants a vote AGAINST because:- Shareholders can support only one slate.- Slate 2 is likely to better represent the interests of global institutional investors and minority shareholders.
3.1.2 Slate 2 Submitted by Institutional Investors None For (Assogestioni)
3.2 Appoint Chairman of Internal Statutory Auditors
Shareholder Proposal Submitted by Marco Polo International Italy Srl and Camfin SpA
3.3 Approve Internal Auditors' Remuneration None For
Management Proposals
4.1 Approve Remuneration Policy For Against
Blended Rationale: This item warrants a vote AGAINST because:- Termination payments can exceed 24 months' pay.- The pay package of the CEO is excessive relative to peers and market practices.- The company can pay significant discretionary bonuses.
4.2 Approve Second Section of the Remuneration For Against Report
Blended Rationale: This item warrants a vote AGAINST because the company paid significant retention bonuses in 2020.
5.1 Approve Three-year Monetary Incentive Plan For Against
Blended Rationale: This proposal warrants a vote AGAINST because:- The company provides insufficient information on performance targets and vesting thresholds.- Individual award limits are excessive compared to market standards.
5.2 Approve Adjustment of the Cumulative Group For Against Net Cash Flow Target and Normalization of Total Shareholder Return Target included in the Three-year Monetary Incentive Plan
Blended Rationale: This proposal warrants a vote AGAINST because the proposed adjustments to performance conditions are not supported by a sufficiently strong rationale. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Pirelli & C. SpA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
A Deliberations on Possible Legal Action Against None Against Directors if Presented by Shareholders
Blended Rationale: This item warrants a vote AGAINST due to the lack of disclosure regarding the proposed deliberation.
PRA Health Sciences, Inc.
Meeting Date: 06/15/2021 Country: USA Meeting Type: Special Ticker: PRAH
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Merger Agreement For For
2 Advisory Vote on Golden Parachutes For For
3 Adjourn Meeting For For
Proofpoint, Inc.
Meeting Date: 06/15/2021 Country: USA Meeting Type: Annual Ticker: PFPT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Dana Evan For For
Blended Rationale: A vote FOR the director nominees is warranted.
1b Elect Director Kristen Gil For For
Blended Rationale: A vote FOR the director nominees is warranted.
1c Elect Director Gary Steele For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted. Certain issues under the incentive programs raise some concern. Specifically, incentive programs utilize relatively short performance periods with the STI based on quarterly periods and FY20 PSUs based on annual goals. Additionally, the proxy discloses annual targets rather than quarterly targets under the STI program, and the threshold goals for the PSUs remain undisclosed. However, the STI program is primarily based on financial metrics and the majority of the CEO's equity awards are performance-based. Further, incentive program payouts for FY20 were below target, aligned with relatively lagging TSR performance. Nevertheless, close monitoring of pay outcomes is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Proofpoint, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Ratify PricewaterhouseCoopers LLP as For For Auditors
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Dana Evan For For
1b Elect Director Kristen Gil For For
1c Elect Director Gary Steele For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Auditors
Pure Storage, Inc.
Meeting Date: 06/15/2021 Country: USA Meeting Type: Annual Ticker: PSTG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Jeff Rothschild For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Jeffrey (Jeff) Rothschild, Anita Sands, and Susan (Sue) Taylor given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Anita Sands For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Jeffrey (Jeff) Rothschild, Anita Sands, and Susan (Sue) Taylor given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.3 Elect Director Susan Taylor For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Jeffrey (Jeff) Rothschild, Anita Sands, and Susan (Sue) Taylor given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify Deloitte & Touche LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Pure Storage, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
SmartCentres Real Estate Investment Trust
Meeting Date: 06/15/2021 Country: Canada Meeting Type: Annual Ticker: SRU.UN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for Unitholders and Special Voting Unitholders
1 Fix Number of Trustees at No More Than Nine For For
2.1 Elect Trustee Janet Bannister For For
2.2 Elect Trustee Peter Forde For For
2.3 Elect Trustee Garry Foster For For
2.4 Elect Trustee Sylvie Lachance For For
2.5 Elect Trustee Jamie McVicar For For
2.6 Elect Trustee Sharm Powell For For
2.7 Elect Trustee Michael Young For For
3 Approve PricewaterhouseCoopers LLP as For For Auditors and Authorize Trustees to Fix Their Remuneration
4 Advisory Vote on Executive Compensation For For Approach
5 Amend Deferred Unit Plan For For
Sonova Holding AG
Meeting Date: 06/15/2021 Country: Switzerland Meeting Type: Annual Ticker: SOON
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Accept Financial Statements and Statutory For For Reports Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sonova Holding AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Approve Remuneration Report (Non-Binding) For For
2 Approve Allocation of Income and Dividends For For of CHF 3.20 per Share
3 Approve Discharge of Board and Senior For For Management
4.1.1 Reelect Robert Spoerry as Director and Board For For Chairman
4.1.2 Reelect Lynn Bleil as Director For For
4.1.3 Reelect Lukas Braunschweiler as Director For For
4.1.4 Reelect Stacy Seng as Director For For
4.1.5 Reelect Ronald van der Vis as Director For For
4.1.6 Reelect Jinlong Wang as Director For For
4.1.7 Reelect Adrian Widmer as Director For For
4.2.1 Elect Gregory Behar as Director For For
Blended Rationale: Rationale: We are of the view that Gregory Behar is independent and therefore we are supporting his election as Director.
4.2.2 Elect Roland Diggelmann as Director For For
4.3 Reappoint Stacy Seng as Member of the For For Nomination and Compensation Committee
4.4.1 Appoint Lukas Braunschweiler as Member of For For the Nomination and Compensation Committee
4.4.2 Appoint Roland Diggelmann as Member of the For For Nomination and Compensation Committee
4.5 Ratify Ernst & Young AG as Auditors For For
4.6 Designate Keller KLG as Independent Proxy For For
5.1 Approve Remuneration of Directors in the For For Amount of CHF 3.1 Million
5.2 Approve Remuneration of Executive For For Committee in the Amount of CHF 15.8 Million
6 Approve CHF 61,299 Reduction in Share For For Capital as Part of the Share Buyback Program via Cancellation of Repurchased Shares
7 Transact Other Business (Voting) For Against
Blended Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sonova Holding AG
Meeting Date: 06/15/2021 Country: Switzerland Meeting Type: Annual Ticker: SOON
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Share Re-registration Consent For For
Square, Inc.
Meeting Date: 06/15/2021 Country: USA Meeting Type: Annual Ticker: SQ
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Randy Garutti For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Randy Garutti, Mary Meeker, Lawrence (Larry) Summers, and Darren Walker given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Mary Meeker For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Randy Garutti, Mary Meeker, Lawrence (Larry) Summers, and Darren Walker given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.3 Elect Director Lawrence Summers For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Randy Garutti, Mary Meeker, Lawrence (Larry) Summers, and Darren Walker given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.4 Elect Director Darren Walker For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Randy Garutti, Mary Meeker, Lawrence (Larry) Summers, and Darren Walker given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted, as the acceleration of NEO Reses' equity upon voluntary termination is a problematic pay practice.
3 Ratify Ernst & Young LLP as Auditors For For
4 Require Independent Board Chair Against For
Blended Rationale: A vote FOR this proposal is warranted given the importance of having an independent board chair. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Square, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Approve Recapitalization Plan for all Stock to Against For Have One-vote per Share
Blended Rationale: A vote FOR this proposal is warranted as it would convey to the board nonaffiliated shareholders' preference for a capital structure in which the levels of economic ownership and voting power are aligned.
Supernus Pharmaceuticals, Inc.
Meeting Date: 06/15/2021 Country: USA Meeting Type: Annual Ticker: SUPN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Georges Gemayel For For
1.2 Elect Director John M. Siebert For For
2 Ratify KPMG LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Approve Omnibus Stock Plan For For
TeamViewer AG
Meeting Date: 06/15/2021 Country: Germany Meeting Type: Annual Ticker: TMV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal Year 2020 (Non-Voting)
2 Approve Discharge of Management Board for For For Fiscal Year 2020
3 Approve Discharge of Supervisory Board for For For Fiscal Year 2020
4.1 Ratify Ernst & Young GmbH as Auditors for For For Fiscal Year 2021
4.2 Ratify Ernst & Young GmbH as Auditors for For For Fiscal 2022 until the Next AGM
5 Approve Remuneration Policy For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
TeamViewer AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Approve Remuneration of Supervisory Board For For
USS Co., Ltd.
Meeting Date: 06/15/2021 Country: Japan Meeting Type: Annual Ticker: 4732
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 27.75
2.1 Elect Director Ando, Yukihiro For For
2.2 Elect Director Seta, Dai For For
2.3 Elect Director Yamanaka, Masafumi For For
2.4 Elect Director Akase, Masayuki For For
2.5 Elect Director Ikeda, Hiromitsu For For
2.6 Elect Director Tamura, Hitoshi For For
2.7 Elect Director Kato, Akihiko For For
2.8 Elect Director Takagi, Nobuko For For
3.1 Appoint Statutory Auditor Goto, Kenichi For For
3.2 Appoint Statutory Auditor Miyake, Keiji For For
3.3 Appoint Statutory Auditor Ogawa, Jun For For
Vertiv Holdings Co.
Meeting Date: 06/15/2021 Country: USA Meeting Type: Annual Ticker: VRT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director David M. Cote For For
1b Elect Director Rob Johnson For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Vertiv Holdings Co.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1c Elect Director Joseph van Dokkum For Against
Blended Rationale: AGAINST votes are warranted for governance committee members Joseph van Dokkum, Roger Fradin, and Edward (Ed) Monser given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the charter which adversely impacts shareholder rights.
1d Elect Director Roger Fradin For Against
Blended Rationale: AGAINST votes are warranted for governance committee members Joseph van Dokkum, Roger Fradin, and Edward (Ed) Monser given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the charter which adversely impacts shareholder rights.
1e Elect Director Jacob Kotzubei For For
1f Elect Director Matthew Louie For For
1g Elect Director Edward L. Monser For Against
Blended Rationale: AGAINST votes are warranted for governance committee members Joseph van Dokkum, Roger Fradin, and Edward (Ed) Monser given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the charter which adversely impacts shareholder rights.
1h Elect Director Steven S. Reinemund For For
1i Elect Director Robin L. Washington For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year
4 Ratify Ernst & Young LLP as Auditors For For
5 Amend Certificate of Incorporation For For
W. R. Berkley Corporation
Meeting Date: 06/15/2021 Country: USA Meeting Type: Annual Ticker: WRB
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director William R. Berkley For For
1b Elect Director Christopher L. Augostini For For
1c Elect Director Mark E. Brockbank For Against
Blended Rationale: A vote AGAINST compensation committee member Mark Brockbank is warranted in light of the material risk associated with the significant number of shares pledged by executive chairman William Berkley.
1d Elect Director Mark L. Shapiro For For
1e Elect Director Jonathan Talisman For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
W. R. Berkley Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Amend Non-Employee Director Omnibus For For Stock Plan
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Ratify KPMG LLP as Auditors For For
Western Alliance Bancorp.
Meeting Date: 06/15/2021 Country: USA Meeting Type: Annual Ticker: WAL
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Bruce Beach For For
1.2 Elect Director Juan Figuereo For For
1.3 Elect Director Howard Gould For For
1.4 Elect Director Steven Hilton For For
1.5 Elect Director Marianne Boyd Johnson For For
1.6 Elect Director Robert Latta For For
1.7 Elect Director Adriane McFetridge For For
1.8 Elect Director Michael Patriarca For For
1.9 Elect Director Robert Sarver For For
1.10 Elect Director Bryan Segedi For For
1.11 Elect Director Donald Snyder For For
1.12 Elect Director Sung Won Sohn For For
1.13 Elect Director Kenneth A. Vecchione For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify RSM US LLP as Auditors For For
Acceleron Pharma Inc.
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: XLRN Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Acceleron Pharma Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Habib J. Dable For For
1b Elect Director Terrence C. Kearney For For
1c Elect Director Karen L. Smith For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year
4 Ratify Ernst & Young LLP as Auditors For For
Addex Therapeutics Ltd.
Meeting Date: 06/16/2021 Country: Switzerland Meeting Type: Annual Ticker: ADXN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For Against
Blended Rationale: A vote AGAINST the remuneration report is warranted because:- The level of disclosure provided in the remuneration report is poor by market standards;- Equity awards have a minimum vesting period of less than three years;- Caps on the short-term variable remuneration are not clearly disclosed;- Non-executive directors receive variable compensation.
3 Approve Treatment of Net Loss For For
4 Approve Discharge of Board and Senior For For Management
5.1 Reelect Vincent Lawton as Director and For Against Chairman
Blended Rationale: Votes AGAINST Vincent Lawton, the board chair, are warranted for lack of gender diversity on the board.
5.2 Reelect Raymond Hill as Director For For
5.3 Reelect Timothy Dyer as Director For For
5.4 Reelect Roger Mills as Director For For
5.5 Reelect Jake Nunn as Director For For
5.6 Reelect Isaac Manke as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Addex Therapeutics Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6.1 Reappoint Vincent Lawton as Member of the For Against Compensation Committee
Blended Rationale: Votes AGAINST Vincent Lawton, the board chair, are warranted for lack of gender diversity on the board.
6.2 Reappoint Raymond Hill as Member of the For For Compensation Committee
7 Ratify BDO SA as Auditors For For
8 Designate Robert Briner as Independent Proxy For For
9.1 Approve Creation of CHF 24.6 Million Pool of For Against Capital without Preemptive Rights
Blended Rationale: A vote AGAINST the proposed authorization is warranted because:- The issuance request would allow for a capital increase without preemptive rights for up to 50 percent of the issued share capital.
9.2 Increase Conditional Capital up to CHF 18.8 For Against million for Equity Incentive Plans
Blended Rationale: A vote AGAINST this resolution is warranted because:- Non-executive directors participate in the plan.- Total potential dilution exceeds 10 percent.- The vesting period for options is less than three years.
10.1 Approve Remuneration of Directors in the For For Amount of CHF 600,000
10.2 Approve Remuneration of Executive For For Committee in the Amount of CHF 4 Million
11 Transact Other Business (Voting) For Against
Blended Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
ALROSA PJSC
Meeting Date: 06/16/2021 Country: Russia Meeting Type: Annual Ticker: ALRS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Annual Report For For
2 Approve Financial Statements For For
3 Approve Allocation of Income For For
4 Approve Allocation of Undistributed Profit For For from Previous Years
5 Approve Dividends of RUB 9.54 per Share For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
ALROSA PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Approve Remuneration of Directors For Against
Blended Rationale: A vote AGAINST this item is warranted because the proposal is based on the regulations that peg the base fee of non-executive directors to the performance indicator.
7 Approve Remuneration of Members of Audit For Against Commission
Blended Rationale: A vote AGAINST this item is warranted because the proposed remuneration is performance-based.
Elect 15 Directors by Cumulative Voting
8.1 Elect Mariia Gordon as Director None For
Blended Rationale: Votes FOR Mariia Gordon, Igor Danilenko, Dmitrii Konov and Aleksei Noskov (Items 8.1, 8.3, 8.8 and 8.12) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
8.2 Elect Evgeniia Grigoreva as Director None Against
8.3 Elect Igor Danilenko as Director None For
Blended Rationale: Votes FOR Mariia Gordon, Igor Danilenko, Dmitrii Konov and Aleksei Noskov (Items 8.1, 8.3, 8.8 and 8.12) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
8.4 Elect Kirill Dmitriev as Director None Against
8.5 Elect Andrei Donets as Director None Against
8.6 Elect Vasilii Efimov as Director None Against
8.7 Elect Sergei Ivanov as Director None Against
8.8 Elect Dmitrii Konov as Director None For
Blended Rationale: Votes FOR Mariia Gordon, Igor Danilenko, Dmitrii Konov and Aleksei Noskov (Items 8.1, 8.3, 8.8 and 8.12) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
8.9 Elect Sergei Mestnikov as Director None Against
8.10 Elect Aleksei Moiseev as Director None Against
8.11 Elect Aisen Nikolaev as Director None Against
8.12 Elect Aleksei Noskov as Directora None For
Blended Rationale: Votes FOR Mariia Gordon, Igor Danilenko, Dmitrii Konov and Aleksei Noskov (Items 8.1, 8.3, 8.8 and 8.12) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
8.13 Elect Vladimir Rashevskii as Director None Against
8.14 Elect Anton Siluanov as Director None Against
8.15 Elect Aleksandr Cherepanov as Director None Against
Elect Five Members of Audit Commission
9.1 Elect Pavel Bagynanov as Member of Audit For For Commission Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
ALROSA PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9.2 Elect Nikita Kozhemiakin as Member of Audit For For Commission
9.3 Elect Aleksandr Markin as Member of Audit For For Commission
9.4 Elect Mariia Turukhina as Member of Audit For For Commission
9.5 Elect Nurguiana Romanova as Member of For For Audit Commission
10 Ratify PricewaterhouseCoopers as Auditor For For
11 Amend Regulations on Board of Directors For For
12 Amend Regulations on Management For For
13 Amend Regulations on Remuneration of For For Directors
14 Amend Company's Corporate Governance For For Statement
Altice USA, Inc.
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: ATUS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Patrick Drahi For Against
Blended Rationale: A vote AGAINST non-independent director is warranted since the board is less than 1/3 independent.
1b Elect Director Gerrit Jan Bakker For Against
Blended Rationale: A vote AGAINST non-independent director is warranted since the board is less than 1/3 independent.
1c Elect Director Manon Brouillette *Withdrawn Resolution*
1d Elect Director David Drahi For Against
Blended Rationale: A vote AGAINST non-independent director is warranted since the board is less than 1/3 independent.
1e Elect Director Dexter Goei For Against
Blended Rationale: A vote AGAINST non-independent director is warranted since the board is less than 1/3 independent. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Altice USA, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1f Elect Director Mark Mullen For Against
Blended Rationale: A vote AGAINST non-independent director nominees Patrick Drahi, Dexter Goei, Gerrit Jan Bakker, David Drahi, Dennis Okhuijsen, and Charles Stewart is warranted for failing to establish a board on which a majority of directors are independent and due to the company's lack of a formal nominating committee.A vote AGAINST incumbent board chair Patrick Drahi is warranted for lack of gender diversity on the board.A vote AGAINST Audit Committee members Mark Mullen and Raymond Svider is warranted in light of the pledging activity at the company that poses a material risk to shareholders.A vote AGAINST compensation committee members Mark Mullen and Raymond Svider is further warranted in the absence of a say-on-pay proposal, due to an unmitigated pay-for-performance misalignment. The CEO's equity awards are outsized, and the majority of the NEOs' long-term incentives lack pre-set performance criteria.A vote AGAINST all nominees is warranted for failure to remove, or make subject to a sunset provision, the problematic capital structure adopted in connection with the company's IPO.
1g Elect Director Dennis Okhuijsen For Against
Blended Rationale: A vote AGAINST non-independent director is warranted since the board is less than 1/3 independent.
1h Elect Director Charles Stewart For Against
Blended Rationale: A vote AGAINST non-independent director is warranted since the board is less than 1/3 independent.
1i Elect Director Raymond Svider For Against
Blended Rationale: A vote AGAINST non-independent director nominees Patrick Drahi, Dexter Goei, Gerrit Jan Bakker, David Drahi, Dennis Okhuijsen, and Charles Stewart is warranted for failing to establish a board on which a majority of directors are independent and due to the company's lack of a formal nominating committee.A vote AGAINST incumbent board chair Patrick Drahi is warranted for lack of gender diversity on the board.A vote AGAINST Audit Committee members Mark Mullen and Raymond Svider is warranted in light of the pledging activity at the company that poses a material risk to shareholders.A vote AGAINST compensation committee members Mark Mullen and Raymond Svider is further warranted in the absence of a say-on-pay proposal, due to an unmitigated pay-for-performance misalignment. The CEO's equity awards are outsized, and the majority of the NEOs' long-term incentives lack pre-set performance criteria.A vote AGAINST all nominees is warranted for failure to remove, or make subject to a sunset provision, the problematic capital structure adopted in connection with the company's IPO.
2 Ratify KPMG LLP as Auditors For For
Amadeus IT Group SA
Meeting Date: 06/16/2021 Country: Spain Meeting Type: Annual Ticker: AMS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Consolidated and Standalone For For Financial Statements
2 Approve Non-Financial Information Statement For For
3 Approve Treatment of Net Loss For For
4 Approve Discharge of Board For For
5.1 Elect Jana Eggers as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Amadeus IT Group SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5.2 Elect Amanda Mesler as Director For For
5.3 Reelect Luis Maroto Camino as Director For For
5.4 Reelect David Webster as Director For For
5.5 Reelect Clara Furse as Director For For
5.6 Reelect Nicolas Huss as Director For For
5.7 Reelect Stephan Gemkow as Director For For
5.8 Reelect Peter Kuerpick as Director For For
5.9 Reelect Pilar Garcia Ceballos-Zuniga as For For Director
5.10 Reelect Francesco Loredan as Director For For
6 Advisory Vote on Remuneration Report For Against
Blended Rationale: A vote AGAINST this item is warranted because the board implementation of the company's remuneration policy, which includes a 'special recognition payment' to the CEO, is not reflective of shareholder experience in 2020.
7 Approve Remuneration of Directors For For
8 Approve Remuneration Policy For For
9 Approve Performance Share Plan For For
10.1 Amend Article 11 Re: Share Capital Increase For For
10.2 Amend Article 24 Re: Remote Voting For For
10.3 Add New Article 24 bis Re: Allow Shareholder For For Meetings to be Held in Virtual-Only Format
10.4 Amend Articles Re: Board Functions and For For Remuneration
10.5 Amend Articles Re: Board Committees For For
11.1 Amend Articles of General Meeting For For Regulations Re: Company's Name and Corporate Website
11.2 Amend Article 7 of General Meeting For For Regulations Re: Right to Information
11.3 Amend Articles of General Meeting For For Regulations Re: Holding of the General Meeting
11.4 Amend Articles of General Meeting For For Regulations Re: Constitution and Start of the Session
12 Authorize Board to Ratify and Execute For For Approved Resolutions Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Ardelyx, Inc.
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: ARDX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director William Bertrand, Jr. For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees William (Bill) Bertrand Jr., Jan Lundberg, and Onaiza Cadoret-Manier given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Onaiza Cadoret-Manier For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees William (Bill) Bertrand Jr., Jan Lundberg, and Onaiza Cadoret-Manier given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.3 Elect Director Jan Lundberg For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees William (Bill) Bertrand Jr., Jan Lundberg, and Onaiza Cadoret-Manier given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Ares Management Corporation
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: ARES
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Michael J Arougheti For Against
Blended Rationale: In the absence of a say-on-pay proposal and compensation committee, a vote AGAINST all director nominees is warranted because the board recently approved the grant of guaranteed multi-year equity awards to certain NEOs, including the CEO, and concerns are raised regarding the magnitude of compensation to certain NEOs.A vote AGAINST non-independent director nominees Antony Ressler, Michael Arougheti, R. Kipp deVeer, David Kaplan, and Bennett Rosenthal is further warranted due to the company's lack of formal compensation and nominating committees, and for failing to establish a board on which a majority of the directors are independent directors.
1b Elect Director Antoinette Bush For Against
Blended Rationale: In the absence of a say-on-pay proposal and compensation committee, a vote AGAINST all director nominees is warranted because the board recently approved the grant of guaranteed multi-year equity awards to certain NEOs, including the CEO, and concerns are raised regarding the magnitude of compensation to certain NEOs. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Ares Management Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1c Elect Director Paul G. Joubert For Against
Blended Rationale: In the absence of a say-on-pay proposal and compensation committee, a vote AGAINST all director nominees is warranted because the board recently approved the grant of guaranteed multi-year equity awards to certain NEOs, including the CEO, and concerns are raised regarding the magnitude of compensation to certain NEOs.
1d Elect Director R. Kipp deVeer For Against
Blended Rationale: In the absence of a say-on-pay proposal and compensation committee, a vote AGAINST all director nominees is warranted because the board recently approved the grant of guaranteed multi-year equity awards to certain NEOs, including the CEO, and concerns are raised regarding the magnitude of compensation to certain NEOs.A vote AGAINST non-independent director nominees Antony Ressler, Michael Arougheti, R. Kipp deVeer, David Kaplan, and Bennett Rosenthal is further warranted due to the company's lack of formal compensation and nominating committees, and for failing to establish a board on which a majority of the directors are independent directors.
1e Elect Director David B. Kaplan For Against
Blended Rationale: In the absence of a say-on-pay proposal and compensation committee, a vote AGAINST all director nominees is warranted because the board recently approved the grant of guaranteed multi-year equity awards to certain NEOs, including the CEO, and concerns are raised regarding the magnitude of compensation to certain NEOs.A vote AGAINST non-independent director nominees Antony Ressler, Michael Arougheti, R. Kipp deVeer, David Kaplan, and Bennett Rosenthal is further warranted due to the company's lack of formal compensation and nominating committees, and for failing to establish a board on which a majority of the directors are independent directors.
1f Elect Director Michael Lynton For Against
Blended Rationale: In the absence of a say-on-pay proposal and compensation committee, a vote AGAINST all director nominees is warranted because the board recently approved the grant of guaranteed multi-year equity awards to certain NEOs, including the CEO, and concerns are raised regarding the magnitude of compensation to certain NEOs.
1g Elect Director Judy D. Olian For Against
Blended Rationale: In the absence of a say-on-pay proposal and compensation committee, a vote AGAINST all director nominees is warranted because the board recently approved the grant of guaranteed multi-year equity awards to certain NEOs, including the CEO, and concerns are raised regarding the magnitude of compensation to certain NEOs.
1h Elect Director Antony P. Ressler For Against
Blended Rationale: In the absence of a say-on-pay proposal and compensation committee, a vote AGAINST all director nominees is warranted because the board recently approved the grant of guaranteed multi-year equity awards to certain NEOs, including the CEO, and concerns are raised regarding the magnitude of compensation to certain NEOs.A vote AGAINST non-independent director nominees Antony Ressler, Michael Arougheti, R. Kipp deVeer, David Kaplan, and Bennett Rosenthal is further warranted due to the company's lack of formal compensation and nominating committees, and for failing to establish a board on which a majority of the directors are independent directors.
1i Elect Director Bennett Rosenthal For Against
Blended Rationale: In the absence of a say-on-pay proposal and compensation committee, a vote AGAINST all director nominees is warranted because the board recently approved the grant of guaranteed multi-year equity awards to certain NEOs, including the CEO, and concerns are raised regarding the magnitude of compensation to certain NEOs.A vote AGAINST non-independent director nominees Antony Ressler, Michael Arougheti, R. Kipp deVeer, David Kaplan, and Bennett Rosenthal is further warranted due to the company's lack of formal compensation and nominating committees, and for failing to establish a board on which a majority of the directors are independent directors.
2 Ratify Ernst & Young LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Ascendas Real Estate Investment Trust
Meeting Date: 06/16/2021 Country: Singapore Meeting Type: Extraordinary Ticker: A17U Shareholders
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Acquisition of 75 Percent of the Total For For Issued Share Capital of Ascendas Fusion 5 Pte. Ltd. as an Interested Person Transaction
2 Approve Issuance of Consideration Units For For
Autodesk, Inc.
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: ADSK
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Andrew Anagnost For For
1b Elect Director Karen Blasing For For
1c Elect Director Reid French For For
1d Elect Director Ayanna Howard For For
1e Elect Director Blake Irving For For
1f Elect Director Mary T. McDowell For For
1g Elect Director Stephen Milligan For For
1h Elect Director Lorrie M. Norrington For For
1i Elect Director Elizabeth (Betsy) Rafael For For
1j Elect Director Stacy J. Smith For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
BeiGene, Ltd.
Meeting Date: 06/16/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 6160 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
BeiGene, Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders
1 Elect Director Donald W. Glazer For For
2 Elect Director Michael Goller For For
3 Elect Director Thomas Malley For For
4 Elect Director Corazon (Corsee) D. Sanders For For
5 Ratify Ernst & Young Hua Ming LLP and Ernst For For & Young as Auditors
6 Authorize the Board of Directors to Issue, For For Allot, or Deal with Unissued Ordinary Shares and/or American Depositary Shares
7 Approve Connected Person Placing For For Authorization I
8 Approve Connected Person Placing For For Authorization IA
9 Approve Connected Person Placing For For Authorization II
10 Approve Connected Person Placing For For Authorization IIA
11 Approve Direct Purchase Option For For
12 Approve Grant of Restricted Shares Unit to For Against John V. Oyler
Blended Rationale: A vote AGAINST this proposal is warranted because the shareholder value transfer of 16% is greater than the company-specific allowable cap of 9%.
13 Approve Grant of Restricted Shares Unit to For Against Xiaodong Wang
Blended Rationale: A vote AGAINST this proposal is warranted because the shareholder value transfer of 16% is greater than the company-specific allowable cap of 9%.
14 Approve Grant of Restricted Shares Unit to For Against Other Non-Executive and Independent Non-Executive Directors
Blended Rationale: A vote AGAINST this proposal is warranted because the shareholder value transfer of 16% is greater than the company-specific allowable cap of 9%.
15 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. Pay-for-performance concerns are raised due to equity awards granted to NEOs being entirely time-based.
16 Amend Articles For For
17 Adjourn Meeting For Against
Blended Rationale: A vote AGAINST this proposal is warranted as certain agenda items do not warrant support. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Best Buy Co., Inc.
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: BBY
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Corie S. Barry For For
1b Elect Director Lisa M. Caputo For For
1c Elect Director J. Patrick Doyle For For
1d Elect Director David W. Kenny For For
1e Elect Director Mario J. Marte For For
1f Elect Director Karen A. McLoughlin For For
1g Elect Director Thomas L. "Tommy" Millner For For
1h Elect Director Claudia F. Munce For For
1i Elect Director Richelle P. Parham For For
1j Elect Director Steven E. Rendle For For
1k Elect Director Eugene A. Woods For For
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Provide Right to Act by Written Consent Against For
Blended Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.
Black Knight, Inc.
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: BKI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director William P. Foley, II For Withhold
Blended Rationale: WITHHOLD votes are warranted for William (Bill) Foley II for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1.2 Elect Director Anthony M. Jabbour For For
Blended Rationale: WITHHOLD votes are warranted for William (Bill) Foley II for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Black Knight, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.3 Elect Director Catherine (Katie) L. Burke For For
Blended Rationale: WITHHOLD votes are warranted for William (Bill) Foley II for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1.4 Elect Director Thomas M. Hagerty For For
Blended Rationale: WITHHOLD votes are warranted for William (Bill) Foley II for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1.5 Elect Director Joseph M. Otting For For
Blended Rationale: WITHHOLD votes are warranted for William (Bill) Foley II for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1.6 Elect Director John D. Rood For For
Blended Rationale: WITHHOLD votes are warranted for William (Bill) Foley II for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1.7 Elect Director Nancy L. Shanik For For
Blended Rationale: WITHHOLD votes are warranted for William (Bill) Foley II for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted. CEO pay increased due to a one-time equity award. Some concern is noted regarding the CEO's relatively high STI pay opportunity and annual performance measurement periods under the LTI. However, the FY20 STI program was primarily based on rigorous financial goals. Although one-time awards are time-vesting, their value is reasonable, and the annual LTI awards are entirely performance-based with no upside potential. In addition, although based on three annual goals, the performance-based LTI design reflects a year-over-year improvement, as the prior year's performance shares were based on one-year performance only.
3 Ratify KPMG LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director William P. Foley, II For Withhold
Blended Rationale: WITHHOLD votes are warranted for William (Bill) Foley II for serving as a director on more than five public company boards.
1.2 Elect Director Anthony M. Jabbour For For
1.3 Elect Director Catherine (Katie) L. Burke For For
1.4 Elect Director Thomas M. Hagerty For For
1.5 Elect Director Joseph M. Otting For For
1.6 Elect Director John D. Rood For For
1.7 Elect Director Nancy L. Shanik For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Black Knight, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify KPMG LLP as Auditors For For
BYD Company Limited
Meeting Date: 06/16/2021 Country: China Meeting Type: Extraordinary Ticker: 1211 Shareholders
Proposal Vote Number Proposal Text Mgmt Rec Instruction
EGM BALLOT FOR HOLDERS OF H SHARES
1 Approve Spin-off and Listing of BYD For For Semiconductor Company Limited on the ChiNext Board in Compliance with the Requirements under Relevant Laws and Regulations
2 Approve Plan on the Spin-off and Listing of For For BYD Semiconductor Company Limited on the ChiNext Board
3 Approve Proposal of the Spin-off and Listing For For of BYD Semiconductor Company Limited on the ChiNext Board
4 Approve Spin-off and Listing of BYD For For Semiconductor Company Limited on the ChiNext Board in Compliance with "Several Provisions on the Pilot Program of Listed Companies' Spin-off of Subsidiaries for Domestic Listing"
5 Approve Spin-off and Listing of BYD For For Semiconductor Company Limited on the ChiNext Board which Benefits the Safeguarding of Legal Rights and Interests of Shareholders and Creditors
6 Approve Ability to Maintain Independence and For For Sustainable Operation
7 Approve Affirmation of Capability of BYD For For Semiconductor Company Limited to Implement Regulated Operation
8 Approve Explanation of the Completeness of For For and Compliance with Statutory Procedures of the Spin-off and the Validity of Legal Documents Submitted Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
BYD Company Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Approve Analysis on the Objectives, For For Commercial Reasonableness, Necessity and Feasibility of the Spin-off
10 Approve Authorization to the Board of For For Directors and Its Authorized Persons to Deal with Matters Relating to the Spin-off and Listing
11 Approve Share Option Scheme of BYD For Against Semiconductor Company Limited
Blended Rationale: A vote AGAINST this resolution is warranted given that the directors of BYD Semiconductor eligible to receive share options under the Subsidiary Scheme are involved in the administration of the scheme.
Delivery Hero SE
Meeting Date: 06/16/2021 Country: Germany Meeting Type: Annual Ticker: DHER
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal Year 2020 (Non-Voting)
2 Approve Discharge of Management Board for For For Fiscal Year 2020
3.1 Approve Discharge of Supervisory Board For For Member Martin Enderle for Fiscal Year 2020
3.2 Approve Discharge of Supervisory Board For For Member Hilary Gosher for Fiscal Year 2020
3.3 Approve Discharge of Supervisory Board For For Member Patrick Kolek for Fiscal Year 2020
3.4 Approve Discharge of Supervisory Board For For Member Bjoern Ljungberg for Fiscal Year 2020
3.5 Approve Discharge of Supervisory Board For For Member Vera Stachowiak for Fiscal Year 2020
3.6 Approve Discharge of Supervisory Board For For Member Christian Graf von Hardenberg for Fiscal Year 2020
3.7 Approve Discharge of Supervisory Board For For Member Jeanette Gorgas for Fiscal Year 2020
3.8 Approve Discharge of Supervisory Board For For Member Nils Engvall for Fiscal Year 2020
3.9 Approve Discharge of Supervisory Board For For Member Gabriella Ardbo for Fiscal Year 2020 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Delivery Hero SE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.10 Approve Discharge of Supervisory Board For For Member Gerald Taylor for Fiscal Year 2020
4 Ratify KPMG AG as Auditors for Fiscal Year For For 2021
5 Approve Remuneration Policy For For
6 Approve Remuneration of Supervisory Board For For
7 Approve Creation of EUR 13.7 Million Pool of For Against Capital without Preemptive Rights
Blended Rationale: A vote AGAINST the proposed authorization is warranted because:- The issuance request, when combined with the other proposed/existing capital authorizations, would allow for a capital increase without preemptive rights for up to 49.8 percent of the issued share capital.
8 Approve Issuance of Warrants/Bonds with For Against Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 3 Billion; Approve Creation of EUR 14 Million Pool of Capital to Guarantee Conversion Rights; Amend 2019 Resolution
Blended Rationale: A vote AGAINST the proposed authorization is warranted because:- The issuance request, when combined with the other proposed/existing capital authorizations, would allow for a capital increase without preemptive rights for up to 49.8 percent of the issued share capital.
9 Approve Creation of EUR 6.9 Million Pool of For For Capital for Employee Stock Purchase Plan
10 Approve Stock Option Plan for Key For For Employees; Approve Creation of EUR 5 Million Pool of Conditional Capital to Guarantee Conversion Rights
11 Authorize Share Repurchase Program and For For Reissuance or Cancellation of Repurchased Shares
12 Authorize Use of Financial Derivatives when For For Repurchasing Shares
Fidelity National Financial, Inc.
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: FNF
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Raymond R. Quirk For For
1.2 Elect Director Sandra D. Morgan For For
1.3 Elect Director Heather H. Murren For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Fidelity National Financial, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.4 Elect Director John D. Rood For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For
Grand Canyon Education, Inc.
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: LOPE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Brian E. Mueller For For
1.2 Elect Director Sara R. Dial For For
1.3 Elect Director Jack A. Henry For For
1.4 Elect Director Lisa Graham Keegan For For
1.5 Elect Director Chevy Humphrey For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify KPMG LLP as Auditors For For
Guardant Health, Inc.
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: GH
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Helmy Eltoukhy For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees AmirAli Talasaz, Helmy Eltoukhy, and Bahija Jallal given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1b Elect Director AmirAli Talasaz For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees AmirAli Talasaz, Helmy Eltoukhy, and Bahija Jallal given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Guardant Health, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1c Elect Director Bahija Jallal For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees AmirAli Talasaz, Helmy Eltoukhy, and Bahija Jallal given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. Two NEOs received outsized equity awards, valued at well over $100 million each. Although the awards are performance conditioned and are intended to cover all compensation for seven years, the annualized grant-date value exceeds the median total pay of company-defined peers. Further, while the stock price hurdles represented a significant premium over the base price, the hurdles may be achieved by short-term peaks in stock-price performance over a seven-year period. Annual incentives for other NEOs were based on pre-set objective metrics; however, their equity awards, which are the largest component of compensation, remained entirely time based.
Hankyu Hanshin Holdings, Inc.
Meeting Date: 06/16/2021 Country: Japan Meeting Type: Annual Ticker: 9042
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 25
2.1 Elect Director Sumi, Kazuo For For
2.2 Elect Director Sugiyama, Takehiro For For
2.3 Elect Director Shin, Masao For For
2.4 Elect Director Inoue, Noriyuki For For
2.5 Elect Director Endo, Noriko For For
2.6 Elect Director Tsuru, Yuki For For
2.7 Elect Director Shimatani, Yoshishige For For
2.8 Elect Director Araki, Naoya For For
3 Elect Alternate Director and Audit Committee For For Member Tsuru, Yuki
IAA, Inc.
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: IAA Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
IAA, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director William (Bill) Breslin For For
1b Elect Director Brian Bales For For
1c Elect Director Olaf Kastner For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify KPMG LLP as Auditors For For
Ingersoll Rand Inc.
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: IR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Declassify the Board of Directors For For
2 Eliminate Supermajority Vote Requirement to For For Amend Certificate of Incorporation
3 Eliminate Supermajority Vote Requirement to For For Amend Bylaws
4 Ratify Deloitte & Touche LLP as Auditors For For
5 Advisory Vote to Ratify Named Executive For For Officers' Compensation
If Proposal 1 is Approved, Elect Ten Director Nominees
6a.1 Elect Director Peter M. Stavros For For
6a.2 Elect Director Kirk E. Arnold For For
6a.3 Elect Director Elizabeth Centoni For For
6a.4 Elect Director William P. Donnelly For For
6a.5 Elect Director Gary D. Forsee For For
6a.6 Elect Director John Humphrey For For
6a.7 Elect Director Marc E. Jones For For
6a.8 Elect Director Vicente Reynal For For
6a.9 Elect Director Joshua T. Weisenbeck For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Ingersoll Rand Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6a.10 Elect Director Tony L. White For For
If Proposal 1 is Not Approved, Elect Four Class I Director Nominees
6b.11 Elect Director Peter M. Stavros For For
6b.12 Elect Director Elizabeth Centoni For For
6b.13 Elect Director Gary D. Forsee For For
6b.14 Elect Director Tony L. White For For
Japan Exchange Group, Inc.
Meeting Date: 06/16/2021 Country: Japan Meeting Type: Annual Ticker: 8697
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Tsuda, Hiroki For For
1.2 Elect Director Kiyota, Akira For For
1.3 Elect Director Yamaji, Hiromi For For
1.4 Elect Director Iwanaga, Moriyuki For For
1.5 Elect Director Shizuka, Masaki For For
1.6 Elect Director Christina Ahmadjian For For
1.7 Elect Director Endo, Nobuhiro For For
1.8 Elect Director Ogita, Hitoshi For For
1.9 Elect Director Koda, Main For For
1.10 Elect Director Kobayashi, Eizo For For
1.11 Elect Director Takeno, Yasuzo For For
1.12 Elect Director Minoguchi, Makoto For For
1.13 Elect Director Mori, Kimitaka For For
1.14 Elect Director Yoneda, Tsuyoshi For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
JAPAN POST INSURANCE Co., Ltd.
Meeting Date: 06/16/2021 Country: Japan Meeting Type: Annual Ticker: 7181
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Senda, Tetsuya For For
1.2 Elect Director Ichikura, Noboru For For
1.3 Elect Director Nara, Tomoaki For For
1.4 Elect Director Masuda, Hiroya For For
1.5 Elect Director Suzuki, Masako For For
1.6 Elect Director Saito, Tamotsu For For
1.7 Elect Director Yamada, Meyumi For For
1.8 Elect Director Harada, Kazuyuki For For
1.9 Elect Director Yamazaki, Hisashi For For
Karuna Therapeutics, Inc.
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: KRTX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Christopher J. Coughlin For Withhold
Blended Rationale: WITHHOLD votes are warranted for Christopher Coughlin, James (Jim) Healy, and Jeffrey (Jeff) Jonas given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.WITHHOLD votes are further warranted for Compensation Committee member Christopher Coughlin for failing to include a say-on-pay frequency proposal on the ballot. The proxy statement does not provide a reason for the non-inclusion of such proposal.
1b Elect Director James Healy For Withhold
Blended Rationale: WITHHOLD votes are warranted for James (Jim) Healy for serving as a director on more than five public company boards.WITHHOLD votes are warranted for Christopher Coughlin, James (Jim) Healy, and Jeffrey (Jeff) Jonas given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1c Elect Director Jeffrey Jonas For Withhold
Blended Rationale: WITHHOLD votes are warranted for Christopher Coughlin, James (Jim) Healy, and Jeffrey (Jeff) Jonas given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify KPMG LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Kymera Therapeutics, Inc.
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: KYMR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Pamela Esposito For For
1.2 Elect Director Gorjan Hrustanovic For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent directors Gorjan Hrustanovic and Donald Nicholson given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
1.3 Elect Director Donald W. Nicholson For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent directors Gorjan Hrustanovic and Donald Nicholson given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
2 Ratify Ernst & Young LLP as Auditors For For
La Francaise des Jeux SA
Meeting Date: 06/16/2021 Country: France Meeting Type: Annual/Special Ticker: FDJ
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Ordinary Business
1 Approve Financial Statements and Discharge For For Directors
2 Approve Consolidated Financial Statements For For and Statutory Reports
3 Approve Allocation of Income and Dividends For For of EUR 0.90 per Share
4 Approve Auditors' Special Report on For For Related-Party Transactions Mentioning the Absence of New Transactions
5 Ratify Appointment of Francoise Gri as For For Director
6 Renew Appointment of Deloitte & Associes as For For Auditor
7 Acknowledge End of Mandate of BEAS as For For Alternate Auditor and Decision Not to Renew Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
La Francaise des Jeux SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Approve Compensation Report of Corporate For For Officers
9 Approve Compensation of Stephane Pallez, For For Chairman and CEO
10 Approve Compensation of Charles Lantieri, For For Vice-CEO
11 Approve Remuneration Policy of Corporate For For Officers
12 Authorize Repurchase of Up to 10 Percent of For For Issued Share Capital
Extraordinary Business
13 Amend Article 16 of Bylaws Re: Written For For Consultation
14 Authorize Issuance of Equity or Equity-Linked For For Securities with Preemptive Rights up to 20 Percent of Issued Capital
15 Authorize Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights up to 10 Percent of Issued Capital
16 Approve Issuance of Equity or Equity-Linked For For Securities for Qualified Investors, up to 10 Percent of Issued Capital
17 Authorize Board to Set Issue Price for 10 For For Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights
18 Authorize Board to Increase Capital in the For For Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above
19 Authorize Capitalization of Reserves for Bonus For For Issue or Increase in Par Value
20 Authorize Capital Increase of up to 10 Percent For For of Issued Capital for Contributions in Kind
21 Authorize Capital Increase of up to 10 Percent For For of Issued Capital for Future Exchange Offers
22 Authorize Capital Issuances for Use in For For Employee Stock Purchase Plans
23 Authorize Decrease in Share Capital via For For Cancellation of Repurchased Shares
Ordinary Business
24 Authorize Filing of Required Documents/Other For For Formalities Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Liberty Global plc
Meeting Date: 06/16/2021 Country: United Kingdom Meeting Type: Annual Ticker: LBTYA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Director Michael T. Fries For Against
Blended Rationale: Votes AGAINST all director nominees, Michael Fries, Paul Gould, John Malone, and Larry Romrell, are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns and repeated non-responsiveness to shareholder concerns, as evidenced by multiple low say-on-pay support levels.
2 Elect Director Paul A. Gould For Against
Blended Rationale: Votes AGAINST all director nominees, Michael Fries, Paul Gould, John Malone, and Larry Romrell, are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns and repeated non-responsiveness to shareholder concerns, as evidenced by multiple low say-on-pay support levels.
3 Elect Director John C. Malone For Against
Blended Rationale: Votes AGAINST all director nominees, Michael Fries, Paul Gould, John Malone, and Larry Romrell, are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns and repeated non-responsiveness to shareholder concerns, as evidenced by multiple low say-on-pay support levels.
4 Elect Director Larry E. Romrell For Against
Blended Rationale: Votes AGAINST all director nominees, Michael Fries, Paul Gould, John Malone, and Larry Romrell, are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns and repeated non-responsiveness to shareholder concerns, as evidenced by multiple low say-on-pay support levels.
5 Approve Remuneration Report For Against
Blended Rationale: As the company is reporting as a U.S. domestic issuer and given that the focus of this proposal is on top executive pay, the recommendation for this proposal is aligned with the U.S. review of executive compensation practices (under Elect Directors item). Accordingly, a vote AGAINST this item is warranted.
6 Ratify KPMG LLP (U.S.) as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
7 Ratify KPMG LLP (U.K.) as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
8 Authorise Board to Fix Remuneration of For For Auditors
Blended Rationale: A vote FOR is warranted because there are no significant concerns regarding this proposal.
9 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR this resolution is warranted because the proposed amount and duration are within recommended limits. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Liberty Global plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
10 Authorise UK Political Donations and For For Expenditure
Blended Rationale: A vote FOR this resolution is warranted because the Company states that it does not intend to make overtly political payments but is making this technical proposal in order to avoid inadvertent contravention of UK legislation.
11 Authorise Market Purchase of Ordinary Shares For For
Blended Rationale: A vote FOR this resolution is warranted because no significant concerns have been identified.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Director Michael T. Fries For Against
Blended Rationale: Votes AGAINST all director nominees, Michael Fries, Paul Gould, John Malone, and Larry Romrell, are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns and repeated non-responsiveness to shareholder concerns, as evidenced by multiple low say-on-pay support levels.
2 Elect Director Paul A. Gould For Against
Blended Rationale: Votes AGAINST all director nominees, Michael Fries, Paul Gould, John Malone, and Larry Romrell, are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns and repeated non-responsiveness to shareholder concerns, as evidenced by multiple low say-on-pay support levels.
3 Elect Director John C. Malone For Against
Blended Rationale: Votes AGAINST all director nominees, Michael Fries, Paul Gould, John Malone, and Larry Romrell, are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns and repeated non-responsiveness to shareholder concerns, as evidenced by multiple low say-on-pay support levels.
4 Elect Director Larry E. Romrell For Against
Blended Rationale: Votes AGAINST all director nominees, Michael Fries, Paul Gould, John Malone, and Larry Romrell, are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns and repeated non-responsiveness to shareholder concerns, as evidenced by multiple low say-on-pay support levels.
5 Approve Remuneration Report For Against
Blended Rationale: As the company is reporting as a U.S. domestic issuer and given that the focus of this proposal is on top executive pay, the recommendation for this proposal is aligned with the U.S. review of executive compensation practices (under Elect Directors item). Accordingly, a vote AGAINST this item is warranted.
6 Ratify KPMG LLP (U.S.) as Auditors For For
7 Ratify KPMG LLP (U.K.) as Auditors For For
8 Authorise Board to Fix Remuneration of For For Auditors
9 Authorise Issue of Equity without Pre-emptive For For Rights
10 Authorise UK Political Donations and For For Expenditure Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Liberty Global plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11 Authorise Market Purchase of Ordinary Shares For For
Longfor Group Holdings Limited
Meeting Date: 06/16/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 960
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3.1 Elect Zhao Yi as Director For Against
Blended Rationale: A vote AGAINST executive director Yi Zhao is warranted given that there is no formal nomination committee and the board is not majority independent.A vote FOR the remaining nominees is warranted.
3.2 Elect Frederick Peter Churchouse as Director For For
3.3 Elect Zeng Ming as Director For For
3.4 Authorize Board to Fix Remuneration of For For Directors
4 Approve Deloitte Touche Tohmatsu as For For Auditors and Authorize Board to Fix Their Remuneration
5 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
6 Authorize Repurchase of Issued Share Capital For For
7 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
NanoString Technologies, Inc.
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: NSTG Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
NanoString Technologies, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Elisha W. Finney For For
1b Elect Director Gregory Norden For For
1c Elect Director Janet George For For
1d Elect Director Charles P. Waite For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Pacific Biosciences of California, Inc.
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: PACB
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Randy Livingston For For
1.2 Elect Director Marshall Mohr For For
1.3 Elect Director Hannah A. Valantine For For
2 Ratify Ernst & Young LLP as Auditors For For
President Chain Store Corp.
Meeting Date: 06/16/2021 Country: Taiwan Meeting Type: Annual Ticker: 2912
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements For For
2 Approve Profit Distribution For For
3 Approve Amendments to Articles of For For Association Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
President Chain Store Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Approve Amendments to Rules and For For Procedures Regarding Shareholder's General Meeting
5 Approve Amendment to Rules and Procedures For For for Election of Directors
ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
6.1 Elect CHIH-HSIEN LO, a Representative of For Against UNI-PRESIDENT ENTERPRISES CORP., with Shareholder No. 00000001, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 6.1-6.3 and 6.5-6.10 is warranted because the independence level will be 23.08 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
6.2 Elect SHIOW -LING KAO, a Representative of For Against KAO CHUAN INVESTMENT CO., LTD., with Shareholder No. 00002303, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 6.1-6.3 and 6.5-6.10 is warranted because the independence level will be 23.08 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
6.3 Elect JUI-TANG CHEN, a Representative of For Against UNI-PRESIDENT ENTERPRISES CORP., with Shareholder No. 00000001, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 6.1-6.3 and 6.5-6.10 is warranted because the independence level will be 23.08 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
6.4 Elect JUI-TIEN HUANG, a Representative of For For UNI-PRESIDENT ENTERPRISES CORP., with Shareholder No. 00000001, as Non-independent Director
6.5 Elect LIANG-FENG WU, a Representative of For Against UNI-PRESIDENT ENTERPRISES CORP., with Shareholder No. 00000001, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 6.1-6.3 and 6.5-6.10 is warranted because the independence level will be 23.08 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
6.6 Elect TSUNG-MING SU, a Representative of For Against UNI-PRESIDENT ENTERPRISES CORP., with Shareholder No. 00000001, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 6.1-6.3 and 6.5-6.10 is warranted because the independence level will be 23.08 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
President Chain Store Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6.7 Elect JAU-KAI HUANG, a Representative of For Against UNI-PRESIDENT ENTERPRISES CORP., with Shareholder No. 00000001, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 6.1-6.3 and 6.5-6.10 is warranted because the independence level will be 23.08 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
6.8 Elect KUN-LIN WU, a Representative of For Against UNI-PRESIDENT ENTERPRISES CORP., with Shareholder No. 00000001, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 6.1-6.3 and 6.5-6.10 is warranted because the independence level will be 23.08 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
6.9 Elect TSUNG-PIN WU, a Representative of For Against UNI-PRESIDENT ENTERPRISES CORP., with Shareholder No. 00000001, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 6.1-6.3 and 6.5-6.10 is warranted because the independence level will be 23.08 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
6.10 Elect WEN-CHI WU, a Representative of For Against UNI-PRESIDENT ENTERPRISES CORP., with Shareholder No. 00000001, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 6.1-6.3 and 6.5-6.10 is warranted because the independence level will be 23.08 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
6.11 Elect KE-WEI HSU, with Shareholder No. For For A123905XXX, as Independent Director
6.12 Elect LIANG CHEN, with Shareholder No. For For A120382XXX, as Independent Director
6.13 Elect YUNG-CHEN HUNG, with Shareholder For For No. S100456XXX, as Independent Director
7 Approve Release of Restrictions of For For Competitive Activities of Directors
Restaurant Brands International Inc.
Meeting Date: 06/16/2021 Country: Canada Meeting Type: Annual Ticker: QSR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Alexandre Behring For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Restaurant Brands International Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Joao M. Castro-Neves For For
1.3 Elect Director Maximilien de Limburg Stirum For For
1.4 Elect Director Paul J. Fribourg For For
1.5 Elect Director Neil Golden For For
1.6 Elect Director Ali Hedayat For For
1.7 Elect Director Golnar Khosrowshahi For For
1.8 Elect Director Marc Lemann For For
1.9 Elect Director Jason Melbourne For For
1.10 Elect Director Giovanni (John) Prato For For
1.11 Elect Director Daniel S. Schwartz For For
1.12 Elect Director Carlos Alberto Sicupira For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year
4 Approve KPMG LLP as Auditors and Authorize For For Board to Fix Their Remuneration
Sabra Health Care REIT, Inc.
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: SBRA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Craig A. Barbarosh For For
1b Elect Director Katie Cusack For For
1c Elect Director Michael J. Foster For For
1d Elect Director Ronald G. Geary For For
1e Elect Director Lynne S. Katzmann For For
1f Elect Director Ann Kono For For
1g Elect Director Raymond J. Lewis For For
1h Elect Director Jeffrey A. Malehorn For For
1i Elect Director Richard K. Matros For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sabra Health Care REIT, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1j Elect Director Clifton J. Porter, II For For
1k Elect Director Milton J. Walters For For
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Service Properties Trust
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: SVC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Laurie B. Burns For Against
Blended Rationale: A vote AGAINST governance committee members Laurie Burns and William Lamkin is warranted for an ongoing material governance failure. The company's governing documents prohibit shareholders ability to amend the company bylaws.
1.2 Elect Director William A. Lamkin For Against
Blended Rationale: A vote AGAINST governance committee members Laurie Burns and William Lamkin is warranted for an ongoing material governance failure. The company's governing documents prohibit shareholders ability to amend the company bylaws.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Deloitte & Touche LLP as Auditors For For
Taiwan Mobile Co., Ltd.
Meeting Date: 06/16/2021 Country: Taiwan Meeting Type: Annual Ticker: 3045
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Report and Financial For For Statements
2 Approve Profit Distribution For For
3 Approve Cash Return Out of Capital Surplus For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Taiwan Mobile Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Approve Amendments to Articles of For For Association
5 Approve Release of Restrictions of For For Competitive Activities of Director Daniel M. Tsai
6 Approve Release of Restrictions of For For Competitive Activities of Director Chris Tsai
TG Therapeutics, Inc.
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: TGTX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Laurence N. Charney For Withhold
Blended Rationale: WITHHOLD votes are warranted for all director nominees for maintaining a long-term poison pill that has not been ratified by shareholders and for failing to respond to a majority-supported shareholder proposal at the 2020 annual meeting.In the absence of a say-on-pay proposal, WITHHOLD votes are further warranted for Compensation Committee members Laurence Charney, Yann Echelard, Kenneth Hoberman, Daniel Hume, William Kennedy, and Sagar Lonial, due to an unmitigated pay-for-performance misalignment.
1.2 Elect Director Yann Echelard For Withhold
Blended Rationale: WITHHOLD votes are warranted for all director nominees for maintaining a long-term poison pill that has not been ratified by shareholders and for failing to respond to a majority-supported shareholder proposal at the 2020 annual meeting.In the absence of a say-on-pay proposal, WITHHOLD votes are further warranted for Compensation Committee members Laurence Charney, Yann Echelard, Kenneth Hoberman, Daniel Hume, William Kennedy, and Sagar Lonial, due to an unmitigated pay-for-performance misalignment.
1.3 Elect Director William J. Kennedy For Withhold
Blended Rationale: WITHHOLD votes are warranted for all director nominees for maintaining a long-term poison pill that has not been ratified by shareholders and for failing to respond to a majority-supported shareholder proposal at the 2020 annual meeting.In the absence of a say-on-pay proposal, WITHHOLD votes are further warranted for Compensation Committee members Laurence Charney, Yann Echelard, Kenneth Hoberman, Daniel Hume, William Kennedy, and Sagar Lonial, due to an unmitigated pay-for-performance misalignment.
1.4 Elect Director Kenneth Hoberman For Withhold
Blended Rationale: WITHHOLD votes are warranted for all director nominees for maintaining a long-term poison pill that has not been ratified by shareholders and for failing to respond to a majority-supported shareholder proposal at the 2020 annual meeting.In the absence of a say-on-pay proposal, WITHHOLD votes are further warranted for Compensation Committee members Laurence Charney, Yann Echelard, Kenneth Hoberman, Daniel Hume, William Kennedy, and Sagar Lonial, due to an unmitigated pay-for-performance misalignment. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
TG Therapeutics, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.5 Elect Director Daniel Hume For Withhold
Blended Rationale: WITHHOLD votes are warranted for all director nominees for maintaining a long-term poison pill that has not been ratified by shareholders and for failing to respond to a majority-supported shareholder proposal at the 2020 annual meeting.In the absence of a say-on-pay proposal, WITHHOLD votes are further warranted for Compensation Committee members Laurence Charney, Yann Echelard, Kenneth Hoberman, Daniel Hume, William Kennedy, and Sagar Lonial, due to an unmitigated pay-for-performance misalignment.
1.6 Elect Director Sagar Lonial For Withhold
Blended Rationale: WITHHOLD votes are warranted for all director nominees for maintaining a long-term poison pill that has not been ratified by shareholders and for failing to respond to a majority-supported shareholder proposal at the 2020 annual meeting.In the absence of a say-on-pay proposal, WITHHOLD votes are further warranted for Compensation Committee members Laurence Charney, Yann Echelard, Kenneth Hoberman, Daniel Hume, William Kennedy, and Sagar Lonial, due to an unmitigated pay-for-performance misalignment.WITHHOLD votes are warranted for incumbent Nominating Committee chair Sagar Lonial for lack of gender diversity on the board.
1.7 Elect Director Michael S. Weiss For Withhold
Blended Rationale: WITHHOLD votes are warranted for all director nominees for maintaining a long-term poison pill that has not been ratified by shareholders and for failing to respond to a majority-supported shareholder proposal at the 2020 annual meeting.
2 Increase Authorized Common Stock For For
3 Ratify KPMG LLP as Auditors For For
Toyota Motor Corp.
Meeting Date: 06/16/2021 Country: Japan Meeting Type: Annual Ticker: 7203
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Uchiyamada, Takeshi For For
1.2 Elect Director Hayakawa, Shigeru For For
1.3 Elect Director Toyoda, Akio For For
1.4 Elect Director Kobayashi, Koji For For
1.5 Elect Director James Kuffner For For
1.6 Elect Director Kon, Kenta For For
1.7 Elect Director Sugawara, Ikuro For For
1.8 Elect Director Sir Philip Craven For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
1.9 Elect Director Kudo, Teiko For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Toyota Motor Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Appoint Alternate Statutory Auditor Sakai, For For Ryuji
3 Amend Articles to Delete Provisions on Class For For AA Shares
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Uchiyamada, Takeshi For For
1.2 Elect Director Hayakawa, Shigeru For For
1.3 Elect Director Toyoda, Akio For For
1.4 Elect Director Kobayashi, Koji For For
1.5 Elect Director James Kuffner For For
1.6 Elect Director Kon, Kenta For For
1.7 Elect Director Sugawara, Ikuro For For
1.8 Elect Director Sir Philip Craven For For
1.9 Elect Director Kudo, Teiko For For
2 Appoint Alternate Statutory Auditor Sakai, For For Ryuji
3 Amend Articles to Delete Provisions on Class For For AA Shares
Tripod Technology Corp.
Meeting Date: 06/16/2021 Country: Taiwan Meeting Type: Annual Ticker: 3044
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements For For
2 Approve Profit Distribution For For
3 Amend Rules and Procedures Regarding For For Shareholder's General Meeting
4 Approve Amendments to Articles of For For Association Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tripod Technology Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
5.1 Elect Jing-Chun Wang, with Shareholder For For NO.1, as Non-Independent Director
5.2 Elect Jing-Xiu Hu, with Shareholder NO.167, For For as Non-Independent Director
5.3 Elect Chao-Kuei Hsu, with Shareholder NO.6, For For as Non-Independent Director
5.4 Elect Zheng-Ting Wang, Representative of For For Yun Jie Investment Ltd, with Shareholder NO.44224, as Non-Independent Director
5.5 Elect Zheng-Ming Wang, Representative of For For Yun An Investment Ltd, with Shareholder NO.44225, as Non-Independent Director
5.6 Elect Chao-Wei Hu, Representative of Chao For For Sheng Investment Co., Ltd, with Shareholder NO.24186, as Non-Independent Director
5.7 Elect Yong-Cheng Wu, with Shareholder For For NO.J120325XXX, as Independent Director
5.8 Elect Xing-Zheng Dai, with Shareholder For For NO.H101424XXX, as Independent Director
5.9 Elect Wei-Bin Tang, with Shareholder For For NO.S221305XXX, as Independent Director
6 Approve Release of Restrictions on For For Competitive Activities of Newly Appointed Directors
Tsugami Corp.
Meeting Date: 06/16/2021 Country: Japan Meeting Type: Annual Ticker: 6101
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Nishijima, Takao For For
1.2 Elect Director Muromoto, Ichiro For For
1.3 Elect Director Tang Donglei For For
1.4 Elect Director Kubo, Ken For For
1.5 Elect Director Maruno, Koichi For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tsugami Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Elect Director and Audit Committee Member For For Takahashi, Tomoko
3 Approve Restricted Stock Plan For Against
Blended Rationale: A vote AGAINST this proposal is warranted because:- Total dilution from this plan and the company's other equity compensation plans reaches 5.1 percent, which appears excessive.
Twilio Inc.
Meeting Date: 06/16/2021 Country: USA Meeting Type: Annual Ticker: TWLO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Jeff Lawson For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Jeff Lawson, Jeffrey (Jeff) Epstein, and Byron Deeter given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Byron Deeter For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Jeff Lawson, Jeffrey (Jeff) Epstein, and Byron Deeter given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.WITHHOLD votes are further warranted for Nominating and Corporate Governance Committee member Byron Deeter due to the board's adoption of an unduly restrictive federal forum selection bylaw, which has not been submitted to a shareholder vote.
1.3 Elect Director Jeffrey Epstein For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Jeff Lawson, Jeffrey (Jeff) Epstein, and Byron Deeter given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify KPMG LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. Amid strong TSR performance, the CEO's total pay remained elevated. Although the CEO's base salary is relatively low and there is no STI program, his equity grant value exceeds the median total CEO pay of the peers. Additionally, the committee does not utilize an STI program and long-term incentives are entirely time-vesting, while investors generally expect incentive awards to be based on pre-set rigorous performance criteria.
Wiwynn Corp.
Meeting Date: 06/16/2021 Country: Taiwan Meeting Type: Annual Ticker: 6669 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Wiwynn Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Report and Financial For For Statements
2 Approve Plan on Profit Distribution For For
3 Approve Amendments to Rules and For For Procedures Regarding Shareholder's General Meeting
4 Approve Amendment to Rules and Procedures For For for Election of Directors
5 Approve Release of Restrictions of For For Competitive Activities of Directors and their Representatives
Wuxi Biologics (Cayman) Inc.
Meeting Date: 06/16/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 2269
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2a Elect William Robert Keller as Director For For
2b Elect Teh-Ming Walter Kwauk as Director For For
3 Elect Ning Zhao as Director For Against
Blended Rationale: A vote AGAINST the election of Ning Zhao is warranted as she is a non-independent director nominee and the board is less than one-third independent.A vote FOR the remaining nominees is warranted given the absence of any known issues concerning these nominees.
4 Authorize Board to Fix Remuneration of For For Directors
5 Approve Deloitte Touche Tohmatsu as For For Auditors and Authorize Board to Fix Their Remuneration
6 Approve Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights
7 Authorize Repurchase of Issued Share Capital For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Wuxi Biologics (Cayman) Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote FOR the general share issuance mandate is warranted for the following:- The share issuance limit does not exceed 10 percent of the relevant class of shares.- The company has specified a discount limit which is 10 percent.A vote AGAINST the share reissuance request is warranted given the reissuance of repurchase share would cause the aggregate share issuance limit to exceed 10 percent of the relevant class of shares.
9 Approve Grant of Specific Mandate to the For Against Directors to Issue and Allot the Connected Restricted Shares
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the scheme, together with the outstanding options from the company's pre-IPO share option scheme, exceeds 5 percent of the company's issued capital.- The company has not disclosed the performance conditions attached to the vesting of restricted shares granted or to be granted under the scheme.- The directors eligible to receive restricted shares under the scheme are involved in the administration of the scheme.
10 Approve Grant of Connected Restricted For Against Shares Pursuant to the Scheme to Zhisheng Chen
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the scheme, together with the outstanding options from the company's pre-IPO share option scheme, exceeds 5 percent of the company's issued capital.- The company has not disclosed the performance conditions attached to the vesting of restricted shares granted or to be granted under the scheme.- The directors eligible to receive restricted shares under the scheme are involved in the administration of the scheme.
11 Approve Grant of Connected Restricted For Against Shares Pursuant to the Scheme to Weichang Zhou
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the scheme, together with the outstanding options from the company's pre-IPO share option scheme, exceeds 5 percent of the company's issued capital.- The company has not disclosed the performance conditions attached to the vesting of restricted shares granted or to be granted under the scheme.- The directors eligible to receive restricted shares under the scheme are involved in the administration of the scheme.
12 Approve Grant of Connected Restricted For Against Shares Pursuant to the Scheme to William Robert Keller
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the scheme, together with the outstanding options from the company's pre-IPO share option scheme, exceeds 5 percent of the company's issued capital.- The company has not disclosed the performance conditions attached to the vesting of restricted shares granted or to be granted under the scheme.- The directors eligible to receive restricted shares under the scheme are involved in the administration of the scheme.
13 Approve Grant of Connected Restricted For Against Shares Pursuant to the Scheme to Teh-Ming Walter Kwauk
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the scheme, together with the outstanding options from the company's pre-IPO share option scheme, exceeds 5 percent of the company's issued capital.- The company has not disclosed the performance conditions attached to the vesting of restricted shares granted or to be granted under the scheme.- The directors eligible to receive restricted shares under the scheme are involved in the administration of the scheme. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Wuxi Biologics (Cayman) Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
14 Approve Grant of Connected Restricted For Against Shares Pursuant to the Scheme to Kenneth Walton Hitchner III
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the scheme, together with the outstanding options from the company's pre-IPO share option scheme, exceeds 5 percent of the company's issued capital.- The company has not disclosed the performance conditions attached to the vesting of restricted shares granted or to be granted under the scheme.- The directors eligible to receive restricted shares under the scheme are involved in the administration of the scheme.
15 Approve Grant of Connected Restricted For Against Shares Pursuant to the Scheme to Jian Dong
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the scheme, together with the outstanding options from the company's pre-IPO share option scheme, exceeds 5 percent of the company's issued capital.- The company has not disclosed the performance conditions attached to the vesting of restricted shares granted or to be granted under the scheme.- The directors eligible to receive restricted shares under the scheme are involved in the administration of the scheme.
16 Approve Grant of Connected Restricted For Against Shares Pursuant to the Scheme to Angus Scott Marshall Turner
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the scheme, together with the outstanding options from the company's pre-IPO share option scheme, exceeds 5 percent of the company's issued capital.- The company has not disclosed the performance conditions attached to the vesting of restricted shares granted or to be granted under the scheme.- The directors eligible to receive restricted shares under the scheme are involved in the administration of the scheme.
17 Approve Grant of Connected Restricted For Against Shares Pursuant to the Scheme to Brendan McGrath
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the scheme, together with the outstanding options from the company's pre-IPO share option scheme, exceeds 5 percent of the company's issued capital.- The company has not disclosed the performance conditions attached to the vesting of restricted shares granted or to be granted under the scheme.- The directors eligible to receive restricted shares under the scheme are involved in the administration of the scheme.
ASGN Incorporated
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: ASGN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Joseph W. Dyer For For
1.2 Elect Director Mariel A. Joliet For For
Blended Rationale: A vote AGAINST Mariel Joliet is warranted for serving as a non-independent member of certain key board committees.
1.3 Elect Director Marty R. Kittrell For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
ASGN Incorporated
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.4 Elect Director Carol Lindstrom For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Deloitte & Touche LLP as Auditors For For
Balchem Corporation
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: BCPC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Daniel Knutson For For
Blended Rationale: WITHHOLD votes are warranted for Daniel Knutson and Joyce Lee, as the board unilaterally adopted an unduly restrictive exclusive forum provision, and due to the classified board structure, no members of the Corporate Governance and Nominating Committee are standing for re-election this year.
1.2 Elect Director Joyce Lee For For
Blended Rationale: WITHHOLD votes are warranted for Daniel Knutson and Joyce Lee, as the board unilaterally adopted an unduly restrictive exclusive forum provision, and due to the classified board structure, no members of the Corporate Governance and Nominating Committee are standing for re-election this year.
2 Ratify RSM US LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
BJ's Wholesale Club Holdings, Inc.
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: BJ
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Christopher J. Baldwin For Withhold
Blended Rationale: WITHHOLD votes are warranted for Christopher Baldwin, Robert Steele, Kenneth (Ken) Parent given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
BJ's Wholesale Club Holdings, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Ken Parent For Withhold
Blended Rationale: WITHHOLD votes are warranted for Christopher Baldwin, Robert Steele, Kenneth (Ken) Parent given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents.
1.3 Elect Director Robert Steele For Withhold
Blended Rationale: WITHHOLD votes are warranted for Christopher Baldwin, Robert Steele, Kenneth (Ken) Parent given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents.
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
BMO Commercial Property Trust Ltd.
Meeting Date: 06/17/2021 Country: Guernsey Meeting Type: Annual Ticker: BCPT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Dividend Policy For For
4 Re-elect John Wythe as Director For For
5 Re-elect Trudi Clark as Director For For
6 Re-elect Paul Marcuse as Director For For
7 Re-elect Linda Wilding as Director For For
8 Elect Hugh Scott-Barrett as Director For For
9 Ratify PricewaterhouseCoopers CI LLP as For For Auditors
10 Authorise Board to Fix Remuneration of For For Auditors
11 Authorise Issue of Equity For For
12 Authorise Issue of Equity without Pre-emptive For For Rights
13 Authorise Market Purchase of Ordinary Shares For For
14 Adopt New Articles of Association For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Delta Air Lines, Inc.
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: DAL
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Edward H. Bastian For For
Blended Rationale: A vote FOR the director nominees is warranted.
1b Elect Director Francis S. Blake For For
Blended Rationale: A vote FOR the director nominees is warranted.
1c Elect Director Ashton B. Carter For For
Blended Rationale: A vote FOR the director nominees is warranted.
1d Elect Director David G. DeWalt For For
Blended Rationale: A vote FOR the director nominees is warranted.
1e Elect Director William H. Easter, III For For
Blended Rationale: A vote FOR the director nominees is warranted.
1f Elect Director Christopher A. Hazleton For For
Blended Rationale: A vote FOR the director nominees is warranted.
1g Elect Director Michael P. Huerta For For
Blended Rationale: A vote FOR the director nominees is warranted.
1h Elect Director Jeanne P. Jackson For For
Blended Rationale: A vote FOR the director nominees is warranted.
1i Elect Director George N. Mattson For For
Blended Rationale: A vote FOR the director nominees is warranted.
1j Elect Director Sergio A.L. Rial For For
Blended Rationale: A vote FOR the director nominees is warranted.
1k Elect Director David S. Taylor For For
Blended Rationale: A vote FOR the director nominees is warranted.
1l Elect Director Kathy N. Waller For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted. The company responded to the adverse impacts of the COVID-19 pandemic by significantly reducing the CEO's base salary during the year in review and by not awarding any annual incentive awards to executives, resulting in an alignment between CEO pay and company performance. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Delta Air Lines, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Ratify Ernst & Young LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
4 Provide Right to Act by Written Consent Against For
Blended Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.
5 Report on Climate Lobbying Against For
Blended Rationale: A vote FOR this proposal is warranted. The company and its shareholders are likely to benefit from a review of how the company's and its trade associations' lobbying positions align with the Paris Agreement, especially in light of the increasing risks to the company related to climate change.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Edward H. Bastian For For
1b Elect Director Francis S. Blake For For
1c Elect Director Ashton B. Carter For For
1d Elect Director David G. DeWalt For For
1e Elect Director William H. Easter, III For For
1f Elect Director Christopher A. Hazleton For For
1g Elect Director Michael P. Huerta For For
1h Elect Director Jeanne P. Jackson For For
1i Elect Director George N. Mattson For For
1j Elect Director Sergio A.L. Rial For For
1k Elect Director David S. Taylor For For
1l Elect Director Kathy N. Waller For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For
4 Provide Right to Act by Written Consent Against For
Blended Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.
5 Report on Climate Lobbying Against For
Blended Rationale: A vote FOR this proposal is warranted. The company and its shareholders are likely to benefit from a review of how the company's and its trade associations' lobbying positions align with the Paris Agreement, especially in light of the increasing risks to the company related to climate change. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Equity Residential
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: EQR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Angela M. Aman For For
1.2 Elect Director Raymond Bennett For For
1.3 Elect Director Linda Walker Bynoe For For
1.4 Elect Director Connie K. Duckworth For For
1.5 Elect Director Mary Kay Haben For For
1.6 Elect Director Tahsinul Zia Huque For For
1.7 Elect Director John E. Neal For For
1.8 Elect Director David J. Neithercut For For
1.9 Elect Director Mark J. Parrell For For
1.10 Elect Director Mark S. Shapiro For For
1.11 Elect Director Stephen E. Sterrett For For
1.12 Elect Director Samuel Zell For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Evercore Inc.
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: EVR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Roger C. Altman For For
1.2 Elect Director Richard I. Beattie For For
1.3 Elect Director Pamela G. Carlton For For
1.4 Elect Director Ellen V. Futter For For
1.5 Elect Director Gail B. Harris For For
1.6 Elect Director Robert B. Millard For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Evercore Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.7 Elect Director Willard J. Overlock, Jr. For For
1.8 Elect Director Simon M. Robertson For For
1.9 Elect Director Ralph L. Schlosstein For For
1.10 Elect Director John S. Weinberg For For
1.11 Elect Director William J. Wheeler For For
1.12 Elect Director Sarah K. Williamson For For
1.13 Elect Director Kendrick R. Wilson, III For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Deloitte & Touche LLP as Auditors For For
Formosa Petrochemical Corp.
Meeting Date: 06/17/2021 Country: Taiwan Meeting Type: Annual Ticker: 6505
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements For For
2 Approve Profit Distribution For For
3 Approve Amendment to Rules and Procedures For For for Election of Directors
4 Approve Amendments to Rules and For For Procedures Regarding Shareholder's General Meeting
ELECT NON-INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
5.1 Elect Bao Lang Chen, a Representative of For For Formosa Plastics Corp. with Shareholder No. 1, as Non-Independent Director
5.2 Elect William Wong, a Representative of For Against Formosa Chemicals & Fibre Corp. (FORMOSA CHEMICALS AND FIBRE CORP) with Shareholder No. 3, as Non-Independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.5 and 5.7-5.12 is warranted because the independence level will be 6.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Formosa Petrochemical Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5.3 Elect Susan Wang, a Representative of For Against Formosa Plastics Corp. with Shareholder No. 1, as Non-Independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.5 and 5.7-5.12 is warranted because the independence level will be 6.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.4 Elect Wilfred Wang, a Representative of NAN For Against YA PLASTICS CORP. with Shareholder No. 2, as Non-Independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.5 and 5.7-5.12 is warranted because the independence level will be 6.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.5 Elect Walter Wang, with ID NO. A123114XXX, For Against as Non-Independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.5 and 5.7-5.12 is warranted because the independence level will be 6.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.6 Elect Mihn Tsao, a Representative of NAN YA For For PLASTICS CORP. with Shareholder No. 2, as Non-Independent Director
5.7 Elect Keh-Yen Lin, with SHAREHOLDER For Against NO.1446, as Non-Independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.5 and 5.7-5.12 is warranted because the independence level will be 6.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.8 Elect Jui-Shih Chen, with SHAREHOLDER For Against NO.20122, as Non-Independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.5 and 5.7-5.12 is warranted because the independence level will be 6.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.9 Elect Te-Hsiung Hsu, with SHAREHOLDER For Against NO.19974, as Non-Independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.5 and 5.7-5.12 is warranted because the independence level will be 6.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.10 Elect Yu-Lang Chien, with SHAREHOLDER For Against NO.3428, as Non-Independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.5 and 5.7-5.12 is warranted because the independence level will be 6.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.11 Elect Song-Yueh Tsay, with ID For Against NO.B100428XXX, as Non-Independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.5 and 5.7-5.12 is warranted because the independence level will be 6.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Formosa Petrochemical Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5.12 Elect Chia-Hsien Hsu, with ID NO. For Against M120594XXX, as Non-Independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.5 and 5.7-5.12 is warranted because the independence level will be 6.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
ELECT INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
5.13 Elect C.P. Chang, with ID NO. N102640XXX, For Against as Independent Director
Blended Rationale: A vote AGAINST independent director nominees under Items 5.13-5.14 is warranted because considered by the company as independent directors, they are non-independent non-executive directors under Sustainability Advisory Services' classification.
5.14 Elect Yu Cheng, with ID NO. P102776XXX, as For Against Independent Director
Blended Rationale: A vote AGAINST independent director nominees under Items 5.13-5.14 is warranted because considered by the company as independent directors, they are non-independent non-executive directors under Sustainability Advisory Services' classification.
5.15 Elect Sush-der Lee, with ID NO. N100052XXX, For For as Independent Director
6 Approve Release of Restrictions of For For Competitive Activities of Newly Appointed Directors
Fujitsu General Ltd.
Meeting Date: 06/17/2021 Country: Japan Meeting Type: Annual Ticker: 6755
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, With a Final For For Dividend of JPY 15
2.1 Elect Director Saito, Etsuro For For
2.2 Elect Director Niwayama, Hiroshi For For
2.3 Elect Director Sakamaki, Hisashi For For
2.4 Elect Director Terasaka, Fumiaki For For
2.5 Elect Director Kuwayama, Mieko For For
2.6 Elect Director Maehara, Osami For For
2.7 Elect Director Yamaguchi, Hirohisa For For
2.8 Elect Director Kosuda, Tsunenao For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Fujitsu General Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.9 Elect Director Hasegawa, Tadashi For For
2.10 Elect Director Yokoyama, Hiroyuki For For
2.11 Elect Director Sugiyama, Masaki For For
3 Appoint Statutory Auditor Miyajima, For For Yoshinobu
4 Appoint Alternate Statutory Auditor For For Nishimura, Yasuo
5 Approve Annual Bonus For For
Generac Holdings Inc.
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: GNRC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Robert D. Dixon For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.2 Elect Director David A. Ramon For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.3 Elect Director William D. Jenkins, Jr. For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.4 Elect Director Kathryn V. Roedel For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Ratify Deloitte & Touche LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted as pay and performance are aligned for the year in review. Annual incentives are primarily performance-based, and the long-term performance awards rely on multi-year performance periods. While the long-term incentives continue to be primarily time-based, the committee increased the ratio of the performance-based portion in FY20. However, individual performance component of the annual incentives will require continued close monitoring due to lack of disclosure. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Generac Holdings Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Robert D. Dixon For For
1.2 Elect Director David A. Ramon For For
1.3 Elect Director William D. Jenkins, Jr. For For
1.4 Elect Director Kathryn V. Roedel For For
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Global Blood Therapeutics, Inc.
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: GBT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Scott W. Morrison For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Mark Perry, Scott Morrison, and Deval Patrick given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Deval L. Patrick For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Mark Perry, Scott Morrison, and Deval Patrick given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.3 Elect Director Mark L. Perry For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Mark Perry, Scott Morrison, and Deval Patrick given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. The CEO's total pay increased by almost $10 million from the prior year due to the addition of a special PSU award. While the grant was entirely performance-based, the value was more than total median CEO pay in the peer group.
3 Ratify KPMG LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Greek Organisation of Football Prognostics SA
Meeting Date: 06/17/2021 Country: Greece Meeting Type: Annual Ticker: OPAP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Annual Meeting Agenda
1 Accept Financial Statements and Statutory For For Reports
2 Approve Management of Company and Grant For For Discharge to Auditors
3 Ratify Auditors For For
4 Approve Dividend Distribution For For
5 Approve Annual Bonus by Means of Profit For For Distribution to Executives and Key Personnel
6 Advisory Vote on Remuneration Report For Against
Blended Rationale: A vote AGAINST this item is warranted because:- All remuneration committee members are affiliated with the controlling shareholder;- Disclosure is insufficient on the EUR 1.18 million 'exclusive' bonus received by former CEO in relation to 2019, reported in this year's remuneration report; and- The c. 19 percent increase in the executive chairman's salary has not been explained.
7 Amend Remuneration Policy For Against
Blended Rationale: A vote AGAINST the proposed amendments to the company's remuneration policy is warranted because:- Salary levels have not been disclosed;- The policy significantly increases management's variable pay opportunity, without a compelling rationale;- The focus on short-term incentives (200 percent of salary at max) vs long-term (120 percent at max) is inappropriate; and- The company has missed the opportunity to introduce a clawback provision in its remuneration policy.
8 Approve Suitability Policy for Directors For For
9.1 Ratify Director Appointment
9.2.1 Elect Nicole Conrad-Forker as Independent For For Director
9.2.2 Elect Vasiliki Karagianni as Independent For For Director
10 Approve Type, Composition, and Term of the For For Audit Committee
11 Authorize Share Repurchase Program For For
12 Receive Audit Committee's Activity Report
Iberdrola SA
Meeting Date: 06/17/2021 Country: Spain Meeting Type: Annual Ticker: IBE Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Iberdrola SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Consolidated and Standalone For For Financial Statements
2 Approve Consolidated and Standalone For For Management Reports
3 Approve Non-Financial Information Statement For For
4 Approve Discharge of Board For Against
Blended Rationale: A vote AGAINST the discharge of the board is warranted for the following reasons:- Significant risks to shareholders stemming from severe ESG controversies have been identified at the company, which reflects a failure by the board and executive management to proficiently guard against and manage material environmental, social and governance risks.- Withholding formal discharge of the management and supervisory board members should be construed as sending a strong message to the board on the need to more effectively supervise the management of ESG risks to the company and its shareholders, as well as enable shareholders to pursue legal action for, among other topics, inadequate oversight of ESG risk exposures.
5 Amend Articles Re: Update of the Name of For For the Governance and Sustainability System and Incorporation of Other Technical Improvements
6 Amend Article 10 to Reflect Changes in For For Capital
7 Amend Articles Re: New Regulations For For Regarding Long-Term Involvement of Shareholders
8 Amend Articles Re: Allow Shareholder For For Meetings to be Held in Virtual-Only Format
9 Amend Article 32 Re: Climate Action Plan For For
10 Amend Articles Re: Meetings of Board of For For Directors and its Committees
11 Amend Articles Re: Annual Financial and For For Non-Financial Information
12 Amend Articles Re: Technical Improvements For For
13 Amend Articles of General Meeting For For Regulations Re: Update of the Name of the Governance and Sustainability System and Incorporation of Other Technical Improvements
14 Amend Articles of General Meeting For For Regulations Re: New Regulations Regarding Long-Term Involvement of Shareholders
15 Amend Articles of General Meeting For For Regulations Re: Allow Shareholder Meetings to be Held in Virtual-Only Format
16 Approve Remuneration Policy For For
17 Approve Allocation of Income and Dividends For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Iberdrola SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
18 Approve Scrip Dividends For For
19 Approve Scrip Dividends For For
20 Reelect Juan Manuel Gonzalez Serna as For Against Director
Blended Rationale: Significant risks to shareholders stemming from severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against and manage material environmental, social and governance risks.Votes AGAINST Juan Manuel Gonzalez Serna and Francisco Martinez Corcoles are warranted for the following reasons:- Given that board chair, who shoulders the greatest responsibility amongst the board members for failing to effectively supervise the management of risks to the company and its shareholders is not up for election at this year's annual meeting, all board members, with the exception of new nominees Angel Jesus Acebes Paniagua, should be held accountable for poor board and management oversight of ESG risk exposures at the firm.
21 Reelect Francisco Martinez Corcoles as For Against Director
Blended Rationale: Significant risks to shareholders stemming from severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against and manage material environmental, social and governance risks.Votes AGAINST Juan Manuel Gonzalez Serna and Francisco Martinez Corcoles are warranted for the following reasons:- Given that board chair, who shoulders the greatest responsibility amongst the board members for failing to effectively supervise the management of risks to the company and its shareholders is not up for election at this year's annual meeting, all board members, with the exception of new nominees Angel Jesus Acebes Paniagua, should be held accountable for poor board and management oversight of ESG risk exposures at the firm.
22 Ratify Appointment of and Elect Angel Jesus For For Acebes Paniagua as Director
23 Fix Number of Directors at 14 For For
24 Authorize Issuance of Non-Convertible For For Bonds/Debentures and/or Other Debt Securities up to EUR 30 Billion and Issuance of Notes up to EUR 6 Billion
25 Authorize Board to Ratify and Execute For For Approved Resolutions
26 Advisory Vote on Remuneration Report For For
27 Advisory Vote on Company's Climate Action For For Plan
ITOCHU Techno-Solutions Corp.
Meeting Date: 06/17/2021 Country: Japan Meeting Type: Annual Ticker: 4739
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 32.5 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
ITOCHU Techno-Solutions Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Amend Articles to Change Location of Head For For Office
3.1 Elect Director Tsuge, Ichiro For For
3.2 Elect Director Eda, Hisashi For For
3.3 Elect Director Seki, Mamoru For For
3.4 Elect Director Iwasaki, Naoko For For
3.5 Elect Director Motomura, Aya For For
3.6 Elect Director Kajiwara, Hiroshi For For
Japan Airlines Co., Ltd.
Meeting Date: 06/17/2021 Country: Japan Meeting Type: Annual Ticker: 9201
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Ueki, Yoshiharu For For
1.2 Elect Director Akasaka, Yuji For For
1.3 Elect Director Shimizu, Shinichiro For For
1.4 Elect Director Kikuyama, Hideki For For
1.5 Elect Director Toyoshima, Ryuzo For For
1.6 Elect Director Tsutsumi, Tadayuki For For
1.7 Elect Director Kobayashi, Eizo For For
1.8 Elect Director Hatchoji, Sonoko For For
1.9 Elect Director Yanagi, Hiroyuki For For
2 Appoint Statutory Auditor Kitada, Yuichi For For
Japan Post Bank Co., Ltd.
Meeting Date: 06/17/2021 Country: Japan Meeting Type: Annual Ticker: 7182 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Japan Post Bank Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Ikeda, Norito For For
1.2 Elect Director Tanaka, Susumu For For
1.3 Elect Director Masuda, Hiroya For For
1.4 Elect Director Onodera, Atsuko For For
1.5 Elect Director Ikeda, Katsuaki For For
1.6 Elect Director Chubachi, Ryoji For For
1.7 Elect Director Takeuchi, Keisuke For For
1.8 Elect Director Kaiwa, Makoto For For
1.9 Elect Director Aihara, Risa For For
1.10 Elect Director Kawamura, Hiroshi For For
1.11 Elect Director Yamamoto, Kenzo For For
1.12 Elect Director Urushi, Shihoko For For
JDE Peet's NV
Meeting Date: 06/17/2021 Country: Netherlands Meeting Type: Annual Ticker: JDEP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Annual Meeting Agenda
1 Open Meeting
2.a Receive Board Report (Non-Voting)
2.b Approve Remuneration Report For Against
Blended Rationale: A vote AGAINST is warranted because:- Insufficient retrospective disclosure on the applicable performance metrics under the STI;- The board decided to grant EUR 3 million in RSUs to the CEO as part of the LTI whereas vesting of these RSUs is not subject to performance;- A one-off award of net EUR 10 million was awarded to the CEO (gross EUR 15.3 million) to compensate for forfeited awards at his previous employer JAB (controlling shareholder of the company). The award is considered excessive and may potentially double in value as the award was invested in the company's investment scheme that matches 1:1 the investment award after a five year period; and- Payments in relation to the termination of former CEO Casey Keller are in deviation of market best practice and concerns are raised with regard to the compensation for a RSU grant in 2020 he did not receive given his resignation.
2.c Adopt Financial Statements For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
JDE Peet's NV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.a Receive Explanation on Company's Reserves and Dividend Policy
3.b Approve Dividends of EUR 0.70 Per Share For For
4.a Approve Discharge of Executive Directors For For
4.b Approve Discharge of Non-Executive Directors For For
5 Ratify Deloitte Accountants B.V. as Auditors For For
6.a Authorize Repurchase of Up to 10 Percent of For For Issued Share Capital
6.b Grant Board Authority to Issue Shares Up To For For 10 Percent of Issued Capital and Exclude Pre-emptive Rights
6.c Grant Board Authority to Issue Shares Up To For For 40 Percent of Issued Capital in Connection with a Rights Issue
7 Other Business (Non-Voting)
8 Discuss Voting Results
9 Close Meeting
Jiangsu Expressway Company Limited
Meeting Date: 06/17/2021 Country: China Meeting Type: Annual Ticker: 177
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve Work Report of the Board of For For Directors
2 Approve Work Report of the Supervisory For For Committee
3 Approve Financial Statements and Audit For For Report
4 Approve Final Accounting Report For For
5 Approve Financial Budget Report For Against
Blended Rationale: A vote AGAINST this proposal is warranted due to lack of disclosure.
6 Approve Final Profit Distribution Plan and For For Final Dividend Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Jiangsu Expressway Company Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7 Approve KPMG Huazhen LLP as Auditors and For For Internal Control and Authorize Board to Fix Their Remuneration
8 Approve Registration and Issuance of For For Ultra-Short-Term Notes and Related Transactions
9 Approve Registration and Issuance of For For Medium-Term Notes and Related Transactions
10 Approve Use of Proceeds Raised from Direct For For Financing to Provide Loans to Jiangsu Wufengshan Toll Bridge Company Limited and Related Transactions
Blended Rationale: Rationale: Whilst we note ISS recommendation, we are comfortable with the amount and conditions of the loan provision and therefore, we support this item.
11 Approve Use of Proceeds Raised from Direct For For Financing to Provide Loans to Jiangsu Guangjing Xicheng Expressway Limited and Related Transactions
12 Approve Renewal of Annual Liability For For Insurance for Directors, Supervisors and Senior Management and Authorize Yao Yongjia to Handle the Follow-up Related Matters
ELECT EXECUTIVE AND NON-EXECUTIVE DIRECTORS VIA CUMULATIVE VOTING
13.1 Elect Sun Xibin as Director and Approve the For For Signing of a Service Contract with Him
13.2 Elect Cheng Xiaoguang as Director and For For Approve the Signing of a Service Contract with Him
13.3 Elect Yao Yongjia as Director and Approve the For For Signing of a Service Contract with Him
13.4 Elect Chen Yanli as Director and Approve the For For Signing of an Appointment Letter with Him
13.5 Elect Wang Yingjian as Director and Approve For For the Signing of an Appointment Letter with Him
13.6 Elect Wu Xinhua as Director and Approve the For For Signing of an Appointment Letter with Him
13.7 Elect Ma Chung Lai, Lawrence as Director and For Against Approve the Signing of an Appointment Letter with Him
Blended Rationale: A vote AGAINST the election of Chung Lai (Lawrence) Ma is warranted for failing to attend at least 75 percent of board meetings in the most recent fiscal year, without a satisfactory explanation.
13.8 Elect Li Xiaoyan as Director and Approve the For For Signing of an Appointment Letter with Her
ELECT INDEPENDENT NON-EXECUTIVE DIRECTORS VIA CUMULATIVE VOTING Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Jiangsu Expressway Company Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
14.1 Elect Lin Hui as Director and Approve the For For Signing of a Service Contract with Him
14.2 Elect Zhou Shudong as Director and Approve For For the Signing of a Service Contract with Him
14.3 Elect Liu Xiaoxing as Director and Approve the For For Signing of a Service Contract with Him
14.4 Elect Xu Guanghua as Director and Approve For For the Signing of a Service Contract with Him
14.5 Elect Yu Mingyuan as Director and Approve For For the Signing of a Service Contract with Him
ELECT SUPERVISORS VIA CUMULATIVE VOTING
15.1 Elect Yang Shiwei as Supervisor and Approve For For the Signing of Appointment Letter with Him
15.2 Elect Ding Guozhen as Supervisor and For For Approve the Signing of Appointment Letter with Him
15.3 Elect Pan Ye as Supervisor and Approve the For For Signing of Appointment Letter with Him
JSR Corp.
Meeting Date: 06/17/2021 Country: Japan Meeting Type: Annual Ticker: 4185
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 30
2.1 Elect Director Eric Johnson For For
2.2 Elect Director Kawahashi, Nobuo For For
2.3 Elect Director Kawasaki, Koichi For For
2.4 Elect Director Miyazaki, Hideki For For
2.5 Elect Director Nakayama, Mika For For
2.6 Elect Director Matsuda, Yuzuru For For
2.7 Elect Director Sugata, Shiro For For
2.8 Elect Director Seki, Tadayuki For For
2.9 Elect Director David Robert Hale For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
JSR Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Appoint Statutory Auditor Kai, Junko For For
4.1 Appoint Alternate Statutory Auditor Doi, For For Makoto
4.2 Appoint Alternate Statutory Auditor Chiba, For For Akira
5 Approve Performance Share Plan For For
6 Approve Restricted Stock Plan For For
7 Approve Transfer of Operations to Wholly For For Owned Subsidiary and Sale of That Subsidiary to ENEOS
Blended Rationale: A vote AGAINST this transaction is warranted because:- While understanding the need to dispose of the unprofitable business in a general sense, there are concerns about the poor information disclosure on how the sale price was calculated and therefore it is difficult to evaluate whether the price is fair to shareholders of JSR.
Kakaku.com, Inc.
Meeting Date: 06/17/2021 Country: Japan Meeting Type: Annual Ticker: 2371
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 20
2.1 Elect Director Hayashi, Kaoru For For
2.2 Elect Director Hata, Shonosuke For For
2.3 Elect Director Murakami, Atsuhiro For For
2.4 Elect Director Yuki, Shingo For For
2.5 Elect Director Miyazaki, Kanako For For
2.6 Elect Director Kato, Tomoharu For For
2.7 Elect Director Miyajima, Kazuyoshi For For
2.8 Elect Director Kinoshita, Masayuki For For
2.9 Elect Director Tada, Kazukuni For For
3 Appoint Statutory Auditor Nemoto, Yuko For For
4 Approve Deep Discount Stock Option Plan For For
5 Approve Stock Option Plan For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Klepierre SA
Meeting Date: 06/17/2021 Country: France Meeting Type: Annual/Special Ticker: LI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Ordinary Business
1 Approve Financial Statements and Statutory For For Reports
2 Approve Consolidated Financial Statements For For and Statutory Reports
3 Approve Treatment of Losses For For
4 Approve Payment of EUR 1 per Share by For For Distribution of Equity Premiums
5 Approve Auditors' Special Report on For For Related-Party Transactions Mentioning the Absence of New Transactions
6 Reelect David Simon as Supervisory Board For Against Member
Blended Rationale: The number of outside mandates held by David Simon is in excess of recommended guidelines for non-executive chairmen. Therefore, his reelection warrants a vote AGAINST (Item 6).
7 Reelect John Carrafiell as Supervisory Board For For Member
8 Reelect Steven Fivel as Supervisory Board For For Member
9 Reelect Robert Fowlds as Supervisory Board For For Member
10 Approve Remuneration Policy of Chairman For For and Supervisory Board Members
11 Approve Remuneration Policy of Chairman of For For the Management Board
12 Approve Remuneration Policy of Management For For Board Members
13 Approve Compensation Report of Corporate For For Officers
14 Approve Compensation of Chairman of the For For Supervisory Board
15 Approve Compensation of Chairman of the For For Management Board
16 Approve Compensation of CFO, Management For For Board Member
17 Approve Compensation of COO, Management For For Board Member
18 Authorize Repurchase of Up to 10 Percent of For For Issued Share Capital Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Klepierre SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Extraordinary Business
19 Authorize Decrease in Share Capital via For For Cancellation of Repurchased Shares
20 Authorize Issuance of Equity or Equity-Linked For For Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 120 Million
21 Authorize Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 41 Million
22 Approve Issuance of Equity or Equity-Linked For For Securities for Private Placements, up to Aggregate Nominal Amount of EUR 41 Million
23 Authorize Board to Increase Capital in the For For Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 20 to 22
24 Authorize Capital Increase of up to 10 Percent For For of Issued Capital for Contributions in Kind
25 Authorize Capitalization of Reserves of Up to For For EUR 100 Million for Bonus Issue or Increase in Par Value
26 Set Total Limit for Capital Increase to Result For For from Issuance Requests Under Items 20 to 25 at EUR 120 Million
27 Authorize Filing of Required Documents/Other For For Formalities
Koei Tecmo Holdings Co., Ltd.
Meeting Date: 06/17/2021 Country: Japan Meeting Type: Annual Ticker: 3635
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 117
2.1 Elect Director Erikawa, Keiko For For
2.2 Elect Director Erikawa, Yoichi For For
2.3 Elect Director Koinuma, Hisashi For For
2.4 Elect Director Hayashi, Yosuke For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Koei Tecmo Holdings Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.5 Elect Director Asano, Kenjiro For For
2.6 Elect Director Sakaguchi, Kazuyoshi For For
2.7 Elect Director Erikawa, Mei For For
2.8 Elect Director Kakihara, Yasuharu For For
2.9 Elect Director Tejima, Masao For For
2.10 Elect Director Kobayashi, Hiroshi For For
2.11 Elect Director Sato, Tatsuo For For
2.12 Elect Director Ogasawara, Michiaki For For
3.1 Appoint Statutory Auditor Fukui, Seinosuke For For
3.2 Appoint Statutory Auditor Morishima, Satoru For For
3.3 Appoint Statutory Auditor Takano, Kengo For For
4 Approve Compensation Ceiling for Directors For For
5 Approve Compensation Ceiling for Statutory For For Auditors
Lyft, Inc.
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: LYFT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director John Zimmer For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees, Valerie Jarrett, David Lawee, and John Zimmer given the board's failure to remove, or subject to a reasonable sunset requirement, the problematic capital structure, the supermajority vote requirement to enact certain changes to the governing documents, and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Valerie Jarrett For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees, Valerie Jarrett, David Lawee, and John Zimmer given the board's failure to remove, or subject to a reasonable sunset requirement, the problematic capital structure, the supermajority vote requirement to enact certain changes to the governing documents, and the classified board, each of which adversely impacts shareholder rights.
1.3 Elect Director David Lawee For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees, Valerie Jarrett, David Lawee, and John Zimmer given the board's failure to remove, or subject to a reasonable sunset requirement, the problematic capital structure, the supermajority vote requirement to enact certain changes to the governing documents, and the classified board, each of which adversely impacts shareholder rights. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Lyft, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: Although a concern is noted, a vote FOR this proposal is warranted as pay and performance are reasonably aligned at this time.
4 Report on Lobbying Payments and Policy Against For
Blended Rationale: A vote FOR this resolution is warranted, as additional reporting on the company's direct and indirect lobbying practices, policies, and expenditures would benefit shareholders in assessing its management of related risks.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director John Zimmer For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees, Valerie Jarrett, David Lawee, and John Zimmer given the board's failure to remove, or subject to a reasonable sunset requirement, the problematic capital structure, the supermajority vote requirement to enact certain changes to the governing documents, and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Valerie Jarrett For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees, Valerie Jarrett, David Lawee, and John Zimmer given the board's failure to remove, or subject to a reasonable sunset requirement, the problematic capital structure, the supermajority vote requirement to enact certain changes to the governing documents, and the classified board, each of which adversely impacts shareholder rights.
1.3 Elect Director David Lawee For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees, Valerie Jarrett, David Lawee, and John Zimmer given the board's failure to remove, or subject to a reasonable sunset requirement, the problematic capital structure, the supermajority vote requirement to enact certain changes to the governing documents, and the classified board, each of which adversely impacts shareholder rights.
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Report on Lobbying Payments and Policy Against For
Blended Rationale: A vote FOR this resolution is warranted, as additional reporting on the company's direct and indirect lobbying practices, policies, and expenditures would benefit shareholders in assessing its management of related risks.
MISUMI Group Inc.
Meeting Date: 06/17/2021 Country: Japan Meeting Type: Annual Ticker: 9962 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
MISUMI Group Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 9.18
2.1 Elect Director Nishimoto, Kosuke For For
2.2 Elect Director Ono, Ryusei For For
2.3 Elect Director Otokozawa, Ichiro For For
2.4 Elect Director Sato, Toshinari For For
2.5 Elect Director Kanatani, Tomoki For For
2.6 Elect Director Shimizu, Shigetaka For For
2.7 Elect Director Nakano, Yoichi For For
2.8 Elect Director Shimizu, Arata For For
2.9 Elect Director Suseki, Tomoharu For For
3.1 Appoint Statutory Auditor Nozue, Juichi For For
3.2 Appoint Statutory Auditor Aono, Nanako For For
4 Approve Deep Discount Stock Option Plan For For
5 Approve Deep Discount Stock Option Plan For For
Novavax, Inc.
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: NVAX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Richard H. Douglas For For
1b Elect Director Margaret G. McGlynn For For
1c Elect Director David M. Mott For Withhold
Blended Rationale: WITHHOLD votes are warranted for David (Dave) Mott for serving as a director on more than five public company boards.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Amend Omnibus Stock Plan For For
4 Ratify April 2020 Equity Awards For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Novavax, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Ratify June 2020 Equity Awards For For
6 Ratify Ernst & Young LLP as Auditors For For
NTT DATA Corp.
Meeting Date: 06/17/2021 Country: Japan Meeting Type: Annual Ticker: 9613
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 9
2.1 Elect Director Homma, Yo For For
2.2 Elect Director Yamaguchi, Shigeki For For
2.3 Elect Director Fujiwara, Toshi For For
2.4 Elect Director Nishihata, Kazuhiro For For
2.5 Elect Director Suzuki, Masanori For For
2.6 Elect Director Sasaki, Yutaka For For
2.7 Elect Director Hirano, Eiji For For
2.8 Elect Director Fujii, Mariko For For
2.9 Elect Director Patrizio Mapelli For For
2.10 Elect Director Arimoto, Takeshi For For
2.11 Elect Director Ike, Fumihiko For For
3 Elect Director and Audit Committee Member For Against Okada, Akihiko
Blended Rationale: A vote AGAINST this director nominee is warranted because:- This outside director candidate who will be an audit committee member lacks independence.
4 Approve Trust-Type Equity Compensation For For Plan
5 Approve Cash Compensation Ceiling for For For Directors Who Are Not Audit Committee Members and Compensation Ceiling Set Aside for Executive Shareholding Association Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Okta, Inc.
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: OKTA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Todd McKinnon For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Todd McKinnon and Michael (Mike) Stankey given the board's failure to remove, or subject to a sunset requirement, the classified board structure and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
1.2 Elect Director Michael Stankey For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Todd McKinnon and Michael (Mike) Stankey given the board's failure to remove, or subject to a sunset requirement, the classified board structure and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.WITHHOLD votes are further warranted for incumbent nominating and governance committee member Michael (Mike) Stankey given the board's failure to remove the problematic capital structure or subject it to a less onerous sunset requirement.
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Ollie's Bargain Outlet Holdings, Inc.
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: OLLI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Alissa Ahlman For For
1b Elect Director Robert Fisch For For
1c Elect Director Thomas Hendrickson For For
1d Elect Director John Swygert For For
1e Elect Director Richard Zannino For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify KPMG LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Ono Pharmaceutical Co., Ltd.
Meeting Date: 06/17/2021 Country: Japan Meeting Type: Annual Ticker: 4528
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 27.5
2.1 Elect Director Sagara, Gyo For For
2.2 Elect Director Tsujinaka, Toshihiro For For
2.3 Elect Director Takino, Toichi For For
2.4 Elect Director Ono, Isao For For
2.5 Elect Director Idemitsu, Kiyoaki For For
2.6 Elect Director Nomura, Masao For For
2.7 Elect Director Okuno, Akiko For For
2.8 Elect Director Nagae, Shusaku For For
3 Appoint Statutory Auditor Tanisaka, Hironobu For For
4 Approve Deep Discount Stock Option Plan For For
PT Astra International Tbk
Meeting Date: 06/17/2021 Country: Indonesia Meeting Type: Special Ticker: ASII
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Changes in the Boards of For For Commissioners of the Company and Approve Remuneration of Commissioners
PVH Corp.
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: PVH Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
PVH Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Brent Callinicos For For
1b Elect Director George Cheeks For For
1c Elect Director Emanuel Chirico For For
1d Elect Director Joseph B. Fuller For For
1e Elect Director Stefan Larsson For For
1f Elect Director V. James Marino For For
1g Elect Director G. Penny McIntyre For For
1h Elect Director Amy McPherson For For
1i Elect Director Henry Nasella For For
1j Elect Director Allison Peterson For For
1k Elect Director Edward R. Rosenfeld For For
1l Elect Director Judith Amanda Sourry Knox For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For
Recruit Holdings Co., Ltd.
Meeting Date: 06/17/2021 Country: Japan Meeting Type: Annual Ticker: 6098
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Minegishi, Masumi For For
1.2 Elect Director Idekoba, Hisayuki For For
1.3 Elect Director Senaha, Ayano For For
1.4 Elect Director Rony Kahan For For
1.5 Elect Director Izumiya, Naoki For For
1.6 Elect Director Totoki, Hiroki For For
2 Appoint Alternate Statutory Auditor Tanaka, For For Miho Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Recruit Holdings Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Approve Trust-Type Equity Compensation For For Plan
4 Approve Stock Option Plan For For
5 Amend Articles to Allow Virtual Only For For Shareholder Meetings
Blended Rationale: We are of the view that virtual shareholder meetings will not negatively affect an interactive dialogue and therefore, we support this item.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Minegishi, Masumi For For
1.2 Elect Director Idekoba, Hisayuki For For
1.3 Elect Director Senaha, Ayano For For
1.4 Elect Director Rony Kahan For For
1.5 Elect Director Izumiya, Naoki For For
1.6 Elect Director Totoki, Hiroki For For
2 Appoint Alternate Statutory Auditor Tanaka, For For Miho
3 Approve Trust-Type Equity Compensation For Against Plan
Blended Rationale: A vote AGAINST this proposal is warranted because:- No specific performance hurdles are specified, and shares are transferable to recipients in less than three years after this shareholder meeting by non-retiring recipients.
4 Approve Stock Option Plan For For
5 Amend Articles to Allow Virtual Only For For Shareholder Meetings
Blended Rationale: Rationale: We are of the view that virtual shareholder meetings will not negatively affect an interactive dialogue and therefore, we support this item.
Rexford Industrial Realty, Inc.
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: REXR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Robert L. Antin For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Rexford Industrial Realty, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Michael S. Frankel For For
1.3 Elect Director Diana J. Ingram For For
1.4 Elect Director Debra L. Morris For For
1.5 Elect Director Tyler H. Rose For For
1.6 Elect Director Peter E. Schwab For For
1.7 Elect Director Howard Schwimmer For For
1.8 Elect Director Richard S. Ziman For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Amend Omnibus Stock Plan For For
Smartsheet Inc.
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: SMAR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Alissa Abdullah For For
1.2 Elect Director Brent Frei For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Brent Frei and Michael (Mike) Gregoire given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.WITHHOLD votes are further warranted for Brent Frei for serving as a non-independent member of a key board committee.
1.3 Elect Director Michael Gregoire For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Brent Frei and Michael (Mike) Gregoire given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.4 Elect Director Rowan Trollope For For
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SMCP SA
Meeting Date: 06/17/2021 Country: France Meeting Type: Annual/Special Ticker: SMCP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Ordinary Business
1 Approve Financial Statements and Statutory For For Reports
2 Approve Consolidated Financial Statements For For and Statutory Reports
3 Approve Allocation of Income and Absence of For For Dividends
4 Approve Auditors' Special Report on For For Related-Party Transactions
5 Ratify Appointment of Xiao Wang as Director For For
6 Reelect Yafu Qiu as Director For Against
Blended Rationale: Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of independence at the board level (28.6 percent vs 33.3 percent recommended) (Items 6 and 8-13).
7 Reelect Daniel Lalonde as Director For For
8 Reelect Evelyne Chetrite as Director For Against
Blended Rationale: Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of independence at the board level (28.6 percent vs 33.3 percent recommended) (Items 6 and 8-13).Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of independence at the remuneration committee level (33.3 percent vs 50 percent recommended) (Items 8 and 11)
9 Reelect Judith Milgrom as Director For Against
Blended Rationale: Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of independence at the board level (28.6 percent vs 33.3 percent recommended) (Items 6 and 8-13).
10 Reelect Weiying Sun as Director For Against
Blended Rationale: Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of independence at the board level (28.6 percent vs 33.3 percent recommended) (Items 6 and 8-13).
11 Reelect Chenran Qiu as Director For Against
Blended Rationale: Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of independence at the board level (28.6 percent vs 33.3 percent recommended) (Items 6 and 8-13).Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of independence at the remuneration committee level (33.3 percent vs 50 percent recommended) (Items 8 and 11)
12 Reelect Xiao Su as Director For Against
Blended Rationale: Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of independence at the board level (28.6 percent vs 33.3 percent recommended) (Items 6 and 8-13).
13 Reelect Kelvin Ho as Director For Against
Blended Rationale: Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of independence at the board level (28.6 percent vs 33.3 percent recommended) (Items 6 and 8-13). Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SMCP SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
14 Reelect Orla Noonan as Director For For
15 Reelect Dajun Yang as Director For For
16 Reelect Xiao Wang as Director For For
17 Elect Christophe Cuvillier as Director For For
18 Elect One Director For Abstain
Blended Rationale: Abstention is warranted under item 18 as the company announced that this item will be removed at the AGM.
19 Approve Compensation of Yafu Qiu, Chairman For For of the Board
20 Approve Compensation of Daniel Lalonde, For Against CEO
Blended Rationale: A vote AGAINST this remuneration report is warranted because:- The Company does not provide detail regarding the achievement level of the CSR criterion;- The Company has amended the achievement threshold of the EBITDA criterion of the annual bonus but does not disclosed much detail regarding the impact of this change;- The level of information of LTIP granted performance conditions is deemed limited;- The vesting period of LTIP granted is not deemed long term oriented; and- The company does not disclose the levels of achievement per criteria for the vested awards.
21 Approve Compensation of Evelyne Chetrite, For Against Vice-CEO
Blended Rationale: A vote AGAINST this remuneration report is warranted because:- The Company does not provide detail regarding the achievement level of the CSR criterion;- The Company has amended the achievement threshold of the EBITDA criterion of the annual bonus but does not disclosed much detail regarding the impact of this change;- The level of information of LTIP granted performance conditions is deemed limited;- The vesting period of LTIP granted is not deemed long term oriented; and- The company does not disclose the levels of achievement per criteria for the vested awards.
22 Approve Compensation of Judith Milgrom, For Against Vice-CEO
Blended Rationale: A vote AGAINST this remuneration report is warranted because:- The Company does not provide detail regarding the achievement level of the CSR criterion;- The Company has amended the achievement threshold of the EBITDA criterion of the annual bonus but does not disclosed much detail regarding the impact of this change;- The level of information of LTIP granted performance conditions is deemed limited;- The vesting period of LTIP granted is not deemed long term oriented; and- The company does not disclose the levels of achievement per criteria for the vested awards.
23 Approve Compensation of Ilan Chetrite, For Against Vice-CEO
Blended Rationale: A vote AGAINST this remuneration report is warranted because:- The Company does not provide detail regarding the achievement level of the CSR criterion;- The Company has amended the achievement threshold of the EBITDA criterion of the annual bonus but does not disclosed much detail regarding the impact of this change;- The level of information of LTIP granted performance conditions is deemed limited;- The vesting period of LTIP granted is not deemed long term oriented; and- The company does not disclose the levels of achievement per criteria for the vested awards.
24 Approve Remuneration Policy of Yafu Qiu, For For Chairman of the Board
25 Approve Remuneration Policy of Daniel For Against Lalonde, CEO
Blended Rationale: Votes AGAINST executive remuneration policies (Items 25-28) are warranted because:- The absence of LTIP policy does not allow to exclude potential excessive and discretionary share-based payments (Items 25-28);- There is no information on the fate of share-based awards following an executive's departure (Items 25-28); and- The CEO termination package has increased without rationale (Item 25); and- The derogation power of the board is deemed too broad (Item 25-28). Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SMCP SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
26 Approve Remuneration Policy of Evelyne For Against Chetrite, Vice-CEO
Blended Rationale: Votes AGAINST executive remuneration policies (Items 25-28) are warranted because:- The absence of LTIP policy does not allow to exclude potential excessive and discretionary share-based payments (Items 25-28);- There is no information on the fate of share-based awards following an executive's departure (Items 25-28); and- The CEO termination package has increased without rationale (Item 25); and- The derogation power of the board is deemed too broad (Item 25-28).
27 Approve Remuneration Policy of Judith For Against Milgrom, Vice-CEO
Blended Rationale: Votes AGAINST executive remuneration policies (Items 25-28) are warranted because:- The absence of LTIP policy does not allow to exclude potential excessive and discretionary share-based payments (Items 25-28);- There is no information on the fate of share-based awards following an executive's departure (Items 25-28); and- The CEO termination package has increased without rationale (Item 25); and- The derogation power of the board is deemed too broad (Item 25-28).
28 Approve Remuneration Policy of Ilan Chetrite, For Against Vice-CEO
Blended Rationale: Votes AGAINST executive remuneration policies (Items 25-28) are warranted because:- The absence of LTIP policy does not allow to exclude potential excessive and discretionary share-based payments (Items 25-28);- There is no information on the fate of share-based awards following an executive's departure (Items 25-28); and- The CEO termination package has increased without rationale (Item 25); and- The derogation power of the board is deemed too broad (Item 25-28).
29 Approve Compensation Report For For
30 Approve Remuneration Policy of Directors For For
31 Authorize Repurchase of Up to 10 Percent of For For Issued Share Capital
Extraordinary Business
32 Authorize Decrease in Share Capital via For For Cancellation of Repurchased Shares
33 Authorize Capitalization of Reserves of Up to For For EUR 16 Million for Bonus Issue or Increase in Par Value
34 Authorize Issuance of Equity or Equity-Linked For For Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 32 Million
35 Authorize Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 8 Million
36 Approve Issuance of Equity or Equity-Linked For For Securities for Private Placements, up to Aggregate Nominal Amount of EUR 8 Million
37 Authorize Board to Set Issue Price for 10 For For Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights
38 Authorize Board to Increase Capital in the For For Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 34 to 36 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SMCP SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
39 Authorize Capital Increase of up to 10 Percent For Against of Issued Capital for Contributions in Kind
Blended Rationale: A vote AGAINST the authorization under Item 39 is warranted as it would bring (in addition to Items 35-37) the total volume for issuances without preemptive rights above the recommended limit of 10-percent of the outstanding capital.
40 Authorize Capital Issuances for Use in For For Employee Stock Purchase Plans
41 Authorize Capital Issuances for Use in For For Employee Stock Purchase Plans Reserved for Employees and/or Corporate Officers of International Subsidiaries
42 Authorize up to 3 Percent of Issued Capital For Against for Use in Restricted Stock Plans
Blended Rationale: A vote AGAINST this resolution is warranted because:- The company's remuneration committee comprises executive directors;- The vesting period is not sufficiently long-term oriented;- The performance period and conditions are not disclosed; and- The burn rate exceeds the sector cap, and there is no public commitment from the company to address this issue.
43 Authorize up to 3 Percent of Issued Capital For Against for Use in Stock Option Plans
Blended Rationale: A vote AGAINST this resolution is warranted because:- The company's remuneration committee comprises executive directors;- The vesting period is not disclosed;- The performance period and conditions are not disclosed; and- The burn rate exceeds the sector cap, and there is no public commitment from the company to address this issue.
44 Amend Article 16 of Bylaws Re: Directors For For Length of Term
45 Authorize Filing of Required Documents/Other For For Formalities
Splunk Inc.
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: SPLK
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Sara Baack For For
Blended Rationale: A vote FOR the director nominees is warranted.
1b Elect Director Sean Boyle For For
Blended Rationale: A vote FOR the director nominees is warranted.
1c Elect Director Douglas Merritt For For
Blended Rationale: A vote FOR the director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Splunk Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1d Elect Director Graham Smith For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. Although annual and long-term incentives are primarily based on objective performance measures, the company uses the same metric – annual recurring revenue measured over a one-year period – as the sole metric for the annual incentive and as the main metric for the performance share units. The company made a mid-year adjustment to the ARR growth target, which ultimately had the effect of turning below-threshold performance on this metric into above-target performance; and the committee neither adjusted payout opportunities in line with the reduced targets, nor exercised discretion to cap payouts. Such modifications to in-progress equity awards are generally not viewed by investors as an appropriate response to the COVID-19 pandemic.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Sara Baack For For
1b Elect Director Sean Boyle For For
1c Elect Director Douglas Merritt For For
1d Elect Director Graham Smith For For
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. Although annual and long-term incentives are primarily based on objective performance measures, the company uses the same metric – annual recurring revenue measured over a one-year period – as the sole metric for the annual incentive and as the main metric for the performance share units. The company made a mid-year adjustment to the ARR growth target, which ultimately had the effect of turning below-threshold performance on this metric into above-target performance; and the committee neither adjusted payout opportunities in line with the reduced targets, nor exercised discretion to cap payouts. Such modifications to in-progress equity awards are generally not viewed by investors as an appropriate response to the COVID-19 pandemic.
Tokyo Electron Ltd.
Meeting Date: 06/17/2021 Country: Japan Meeting Type: Annual Ticker: 8035 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tokyo Electron Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Tsuneishi, Tetsuo For For
1.2 Elect Director Kawai, Toshiki For For
1.3 Elect Director Sasaki, Sadao For For
1.4 Elect Director Nunokawa, Yoshikazu For For
1.5 Elect Director Nagakubo, Tatsuya For For
1.6 Elect Director Sunohara, Kiyoshi For For
1.7 Elect Director Ikeda, Seisu For For
1.8 Elect Director Mitano, Yoshinobu For For
1.9 Elect Director Charles Ditmars Lake II For For
1.10 Elect Director Sasaki, Michio For For
1.11 Elect Director Eda, Makiko For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
1.12 Elect Director Ichikawa, Sachiko For For
2 Appoint Statutory Auditor Wagai, Kyosuke For For
3 Approve Annual Bonus For For
4 Approve Deep Discount Stock Option Plan For For
5 Approve Deep Discount Stock Option Plan For For
6 Approve Compensation Ceiling for Directors For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Tsuneishi, Tetsuo For For
1.2 Elect Director Kawai, Toshiki For For
1.3 Elect Director Sasaki, Sadao For For
1.4 Elect Director Nunokawa, Yoshikazu For For
1.5 Elect Director Nagakubo, Tatsuya For For
1.6 Elect Director Sunohara, Kiyoshi For For
1.7 Elect Director Ikeda, Seisu For For
1.8 Elect Director Mitano, Yoshinobu For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tokyo Electron Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.9 Elect Director Charles Ditmars Lake II For For
1.10 Elect Director Sasaki, Michio For For
1.11 Elect Director Eda, Makiko For For
1.12 Elect Director Ichikawa, Sachiko For For
2 Appoint Statutory Auditor Wagai, Kyosuke For For
3 Approve Annual Bonus For For
4 Approve Deep Discount Stock Option Plan For For
5 Approve Deep Discount Stock Option Plan For For
6 Approve Compensation Ceiling for Directors For For
Toyoda Gosei Co., Ltd.
Meeting Date: 06/17/2021 Country: Japan Meeting Type: Annual Ticker: 7282
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Koyama, Toru For For
1.2 Elect Director Yamada, Tomonobu For For
1.3 Elect Director Yasuda, Hiroshi For For
1.4 Elect Director Oka, Masaki For For
1.5 Elect Director Ishikawa, Takashi For For
1.6 Elect Director Miyazaki, Naoki For For
1.7 Elect Director Tsuchiya, Sojiro For For
1.8 Elect Director Yamaka, Kimio For For
1.9 Elect Director Matsumoto, Mayumi For For
2 Appoint Statutory Auditor Suzuki, Yamato For For
Unimicron Technology Corp.
Meeting Date: 06/17/2021 Country: Taiwan Meeting Type: Annual Ticker: 3037 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Unimicron Technology Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements
2 Approve Profit Distribution For For
3 Approve Amendments to Articles of For For Association
4 Amend Procedures Governing the Acquisition For Against or Disposal of Assets
Blended Rationale: A vote AGAINST Item 4 is warranted because:- The proposed amendments, once approved, would grant finance managers greater authority in making transaction decisions without any check and balance from the board and independent directors; and- The company has failed to provide a compelling rationale for such changes.
Universal Display Corporation
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: OLED
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Steven V. Abramson For For
1b Elect Director Cynthia J. Comparin For For
1c Elect Director Richard C. Elias For For
1d Elect Director Elizabeth H. Gemmill For For
1e Elect Director C. Keith Hartley For For
1f Elect Director Celia M. Joseph For For
1g Elect Director Lawrence Lacerte For For
1h Elect Director Sidney D. Rosenblatt For For
1i Elect Director Sherwin I. Seligsohn For For
2 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST the proposal is warranted. The annual bonus was largely based on rigorous financial metrics, and potential payout was reduced when these goals were also reduced mid-year, though a concern is noted regarding the lack of disclosure surrounding individual performance. Significant concerns are noted within the LTI program. Although half the grant is based on performance equity with a multi-year performance period, the grant value to certain NEOs is excessive.
3 Ratify KPMG LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
W. P. Carey Inc.
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: WPC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Mark A. Alexander For For
1b Elect Director Tonit M. Calaway For For
1c Elect Director Peter J. Farrell For For
1d Elect Director Robert J. Flanagan For For
1e Elect Director Jason E. Fox For For
1f Elect Director Axel K.A. Hansing For For
1g Elect Director Jean Hoysradt For For
1h Elect Director Margaret G. Lewis For For
1i Elect Director Christopher J. Niehaus For For
1j Elect Director Nick J.M. van Ommen For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Auditors
Whitbread Plc
Meeting Date: 06/17/2021 Country: United Kingdom Meeting Type: Annual Ticker: WTB
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For Abstain
Blended Rationale: An ABSTAIN vote for the remuneration report is considered warranted for the following reasons:- Significant award outcomes have been achieved under the bonus plan in relation to FY2020/21 performance, which are not considered appropriate given the impact that the COVID-19 pandemic has had on the Company, resulting in staff redundancies, furloughing staff through participation in government assistance schemes, the suspension of dividend payments, and raising capital through a rights issue to improve the Company's liquidity position.The abstention vote recommendation acknowledges that no bonus payments have been made in FY2020/21, as the Company has carried over the achieved bonus awards until FY2021/22, which may pay out subject to the achievement of additional performance metrics.A vote AGAINST this resolution is warranted for those shareholders who have a fiduciary responsibility to vote either for or against, or who do not recognise withhold as a valid option. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Whitbread Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Elect Kal Atwal as Director For For
4 Elect Fumbi Chima as Director For For
5 Re-elect David Atkins as Director For For
6 Re-elect Horst Baier as Director For For
7 Re-elect Alison Brittain as Director For For
8 Re-elect Nicholas Cadbury as Director For For
9 Re-elect Adam Crozier as Director For For
10 Re-elect Frank Fiskers as Director For For
11 Re-elect Richard Gillingwater as Director For For
12 Re-elect Chris Kennedy as Director For For
13 Re-elect Louise Smalley as Director For For
14 Reappoint Deloitte LLP as Auditors For For
15 Authorise Board to Fix Remuneration of For For Auditors
16 Authorise UK Political Donations and For For Expenditure
17 Authorise Issue of Equity For For
18 Approve Sharesave Plan For For
19 Authorise Issue of Equity without Pre-emptive For For Rights
20 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
21 Authorise Market Purchase of Ordinary Shares For For
22 Authorise the Company to Call General For For Meeting with Two Weeks' Notice
Wistron Corp.
Meeting Date: 06/17/2021 Country: Taiwan Meeting Type: Annual Ticker: 3231
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Wistron Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve Profit Distribution For For
3 Approve Issuance of Ordinary Shares to For For Participate in the Issuance of GDR and/or Issuance of Ordinary Shares via Public Offering and Private Placement and/or Issuance of Ordinary Shares to Participate in the Issuance of GDR via Private Placement
4 Amend Articles of Association For For
5 Amend Rules and Procedures Regarding For For Shareholder's General Meeting
6 Approve Amendment to Rules and Procedures For For for Election of Directors
ELECT NON-INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
7.1 Elect Simon Lin (Hsien-Ming Lin), with For For SHAREHOLDER NO.2, as Non-Independent Director
7.2 Elect Robert Huang (Po-Tuan Huang), with For For SHAREHOLDER NO.642, as Non-Independent Director
7.3 Elect Haydn Hsieh (Hong-Po Hsieh), a For For Representative of WISTRON NEWEB CORPORATION, with SHAREHOLDER NO.377529, as Non-Independent Director
7.4 Elect Philip Peng (Chin-Bing Peng), with For For SHAREHOLDER NO.5, as Non-Independent Director
ELECT INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
7.5 Elect Jack Chen (Yu-Liang Chen), with ID NO. For For R102686XXX, as Independent Director
7.6 Elect S. J. Paul Chien (Shyur-Jen Chien), with For For ID NO. A120799XXX, as Independent Director
7.7 Elect Christopher Chang (Liang-Chi Chang), For For with ID NO. Q100154XXX, as Independent Director
7.8 Elect Sam Lee (Ming-Shan Lee), with ID NO. For For K121025XXX, as Independent Director
7.9 Elect Peipei Yu (Pei-Pei Yu), with ID NO. For For F220938XXX, as Independent Director
8 Approve Release of Restrictions of For For Competitive Activities of Newly Appointed Directors and Representatives Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Zoom Video Communications, Inc.
Meeting Date: 06/17/2021 Country: USA Meeting Type: Annual Ticker: ZM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Jonathan Chadwick For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Daniel (Dan) Scheinman, Jonathan Chadwick, and Kimberly (Kim) Hammonds given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.WITHHOLD votes are further warranted for incumbent director nominees Daniel (Dan) Scheinman, Jonathan Chadwick, and Kimberly (Kim) Hammonds given the board's failure to remove the problematic capital structure or subject it to a less onerous sunset requirement.
1.2 Elect Director Kimberly L. Hammonds For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Daniel (Dan) Scheinman, Jonathan Chadwick, and Kimberly (Kim) Hammonds given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.WITHHOLD votes are further warranted for incumbent director nominees Daniel (Dan) Scheinman, Jonathan Chadwick, and Kimberly (Kim) Hammonds given the board's failure to remove the problematic capital structure or subject it to a less onerous sunset requirement.
1.3 Elect Director Dan Scheinman For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Daniel (Dan) Scheinman, Jonathan Chadwick, and Kimberly (Kim) Hammonds given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.WITHHOLD votes are further warranted for incumbent director nominees Daniel (Dan) Scheinman, Jonathan Chadwick, and Kimberly (Kim) Hammonds given the board's failure to remove the problematic capital structure or subject it to a less onerous sunset requirement.
2 Ratify KPMG LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. Although annual incentives are entirely performance-based, there are significant concerns regarding two large equity awards relating to promotion and new-hire that lack performance vesting criteria. These awards contributed to outsized total pay for two NEOs that exceeded the median CEO pay for company peers.
4 Advisory Vote on Say on Pay Frequency One Year One Year
Aisin Corp.
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 7259
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Toyoda, Kanshiro For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Aisin Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Ise, Kiyotaka For For
1.3 Elect Director Haraguchi, Tsunekazu For For
1.4 Elect Director Hamada, Michiyo For For
1.5 Elect Director Yoshida, Moritaka For For
1.6 Elect Director Suzuki, Kenji For For
1.7 Elect Director Ito, Shintaro For For
1.8 Elect Director Shin, Seiichi For For
1.9 Elect Director Kobayashi, Koji For For
2.1 Appoint Statutory Auditor Mitsuya, Makoto For For
2.2 Appoint Statutory Auditor Kato, Kiyomi For For
2.3 Appoint Statutory Auditor Ueda, Junko For For
3 Appoint Alternate Statutory Auditor For For Nakagawa, Hidenori
Archosaur Games Inc.
Meeting Date: 06/18/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 9990
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3.1 Elect Li Qing as Director For For
3.2 Elect Bai Wei as Director For For
3.3 Elect Liu Ming as Director For For
3.4 Authorize Board to Fix Remuneration of For For Directors
4 Approve PricewaterhouseCoopers as Auditors For For and Authorize Board to Fix Their Remuneration
5 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Archosaur Games Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Authorize Repurchase of Issued Share Capital For For
7 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
Arcturus Therapeutics Holdings Inc.
Meeting Date: 06/18/2021 Country: USA Meeting Type: Annual Ticker: ARCT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Peter C. Farrell For Withhold
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Magda Marquet, James Barlow, and Peter Farrell given the unmitigated pay-for-performance misalignment for the year in review.
1.2 Elect Director Joseph E. Payne For For
1.3 Elect Director Andy Sassine For For
1.4 Elect Director James Barlow For Withhold
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Magda Marquet, James Barlow, and Peter Farrell given the unmitigated pay-for-performance misalignment for the year in review.
1.5 Elect Director Edward W. Holmes For For
1.6 Elect Director Magda Marquet For Withhold
Blended Rationale: WITHHOLD votes are warranted for compensation committee members Magda Marquet, James Barlow, and Peter Farrell given the unmitigated pay-for-performance misalignment for the year in review.
1.7 Elect Director Karah Parschauer For For
2 Ratify Ernst & Young LLP as Auditors For For
ARIAKE JAPAN Co., Ltd.
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 2815
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 57 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
ARIAKE JAPAN Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.1 Elect Director Shirakawa, Naoki For Against
2.2 Elect Director Iwaki, Katsutoshi For Against
2.3 Elect Director Matsumoto, Koichi For For
2.4 Elect Director Iwaki, Koji For For
3.1 Elect Director and Audit Committee Member For For Ono, Takeyoshi
3.2 Elect Director and Audit Committee Member For For Nishiki, Toru
3.3 Elect Director and Audit Committee Member For For Kimura, Morihiro
4 Approve Annual Bonus For For
5 Approve Director Retirement Bonus For Against
Blended Rationale: A vote AGAINST this proposal is warranted because:- The bonus amounts are not disclosed.
Astellas Pharma, Inc.
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 4503
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Hatanaka, Yoshihiko For For
1.2 Elect Director Yasukawa, Kenji For For
1.3 Elect Director Okamura, Naoki For For
1.4 Elect Director Sekiyama, Mamoru For For
1.5 Elect Director Kawabe, Hiroshi For For
1.6 Elect Director Ishizuka, Tatsuro For For
1.7 Elect Director Tanaka, Takashi For For
2 Elect Director and Audit Committee Member For For Shibumura, Haruko
Atea Pharmaceuticals, Inc.
Meeting Date: 06/18/2021 Country: USA Meeting Type: Annual Ticker: AVIR Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Atea Pharmaceuticals, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Jean-Pierre Sommadossi For Withhold
Blended Rationale: WITHHOLD votes are warranted for Jean-Pierre Sommadossi and Franklin Berger given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
1.2 Elect Director Franklin Berger For Withhold
Blended Rationale: WITHHOLD votes are warranted for Jean-Pierre Sommadossi and Franklin Berger given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.WITHHOLD votes are further warranted for Franklin Berger for serving as a director on more than five public company boards.
2 Ratify KPMG LLP as Auditors For For boohoo group Plc
Meeting Date: 06/18/2021 Country: Jersey Meeting Type: Annual Ticker: BOO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For Against
Blended Rationale: A vote AGAINST this resolution is warranted because:- During the year under review, the Company introduced a value creation plan-type arrangement the Management Incentive Plan which has the potential to deliver significant payouts.- The Management Incentive Plan was not put forward to shareholders in a formal vote (albeit not required statutorily).
3 Re-elect Neil Catto as Director For For
4 Re-elect Carol Kane as Director For Against
Blended Rationale: A vote AGAINST Carol Kane is warranted because:- She is a Co-founder and former Co-CEO who continues to hold a senior executive position on the Board. As such, she is considered ultimately accountable for the failures in governance, stewardship and risk oversight, which have caused significant reputational harm to the Company in connection with the poor working conditions and pay in the Company's supply chain in Leicester.
5 Re-elect John Lyttle as Director For For
6 Elect Tim Morris as a Director For For
7 Elect Shaun McCabe as a Director For For
8 Ratify PKF Littlejohn LLP as Auditors For For
9 Authorise Board to Fix Remuneration of For For Auditors Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021 boohoo group Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
10 Authorise UK Political Donations and For For Expenditure
11 Authorise Issue of Equity without Pre-emptive For For Rights
12 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
13 Authorise Market Purchase of Ordinary Shares For For
China Steel Corp.
Meeting Date: 06/18/2021 Country: Taiwan Meeting Type: Annual Ticker: 2002
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Report and Financial For For Statements
2 Approve Plan on Profit Distribution For For
3 Approve Amendment to Rules and Procedures For For for Election of Directors
4 Approve Amendments to Rules and For For Procedures Regarding Shareholder's General Meeting
5 Amend Procedures for Lending Funds to For For Other Parties
Eisai Co., Ltd.
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 4523
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Naito, Haruo For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- Haruo Naito should be held responsible for the company's continued failure to put its poison pill renewal to a vote.
1.2 Elect Director Kato, Yasuhiko For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Eisai Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.3 Elect Director Bruce Aronson For For
1.4 Elect Director Tsuchiya, Yutaka For For
1.5 Elect Director Kaihori, Shuzo For For
1.6 Elect Director Murata, Ryuichi For For
1.7 Elect Director Uchiyama, Hideyo For For
1.8 Elect Director Hayashi, Hideki For For
1.9 Elect Director Miwa, Yumiko For For
1.10 Elect Director Ike, Fumihiko For For
1.11 Elect Director Kato, Yoshiteru For For
1.12 Elect Director Miura, Ryota For For
Formosa Chemicals & Fibre Corp.
Meeting Date: 06/18/2021 Country: Taiwan Meeting Type: Annual Ticker: 1326
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements For For
2 Approve Profit Distribution For For
3 Approve Amendment to Rules and Procedures For For for Election of Directors
4 Amend Rules and Procedures Regarding For For Shareholders' General Meeting
ELECT NON-INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
5.1 Elect WEN YUAN, WONG, with None For SHAREHOLDER NO. 327181, as Non-Independent Director
5.2 Elect FU YUAN, HONG, with SHAREHOLDER None For NO. 498, as Non-Independent Director
5.3 Elect WILFRED WANG, with SHAREHOLDER None Against NO. 8, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 5.3-5.12 is warranted because the independence level will be 20.00 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Formosa Chemicals & Fibre Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5.4 Elect RUEY YU, WANG, a Representative of None Against NAN YA PLASTICS CORPORATION, with SHAREHOLDER NO. 3354, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 5.3-5.12 is warranted because the independence level will be 20.00 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.5 Elect WALTER WANG, a Representative of None Against FORMOSA PETROCHEMICAL CORPORATION, with SHAREHOLDER NO. 234888, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 5.3-5.12 is warranted because the independence level will be 20.00 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.6 Elect WEN CHIN, LU, with SHAREHOLDER None Against NO. 289911, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 5.3-5.12 is warranted because the independence level will be 20.00 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.7 Elect ING DAR, FANG, with SHAREHOLDER None Against NO. 298313, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 5.3-5.12 is warranted because the independence level will be 20.00 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.8 Elect CHING FEN, LEE, with ID NO. None Against A122251XXX, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 5.3-5.12 is warranted because the independence level will be 20.00 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.9 Elect TSUNG YUAN, CHANG, with ID NO. None Against C101311XXX, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 5.3-5.12 is warranted because the independence level will be 20.00 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.10 Elect WEI KENG, CHIEN, with ID NO. None Against M120163XXX, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 5.3-5.12 is warranted because the independence level will be 20.00 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.11 Elect CHUN HSIUNG, SU, with SHAREHOLDER None Against NO. 293409, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 5.3-5.12 is warranted because the independence level will be 20.00 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Formosa Chemicals & Fibre Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5.12 Elect HORNG MING, JUANG, with None Against SHAREHOLDER NO. 289875, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 5.3-5.12 is warranted because the independence level will be 20.00 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
ELECT INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
5.13 Elect RUEY LONG, CHEN, with ID No. None Against Q100765XXX, as Independent Director
Blended Rationale: A vote AGAINST Ruey-Long Chen under Item 5.13 because he serves on a total of more than six public company boards.
5.14 Elect HWEI CHEN, HUANG, with ID No. None For N103617XXX, as Independent Director
5.15 Elect TAI LANG, CHIEN, with ID No. None For T102591XXX, as Independent Director
6 Approve Release of Restrictions of For For Competitive Activities of Newly Appointed Directors
Fortinet, Inc.
Meeting Date: 06/18/2021 Country: USA Meeting Type: Annual Ticker: FTNT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Ken Xie For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.2 Elect Director Michael Xie For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.3 Elect Director Kelly Ducourty For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.4 Elect Director Kenneth A. Goldman For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.5 Elect Director Ming Hsieh For For
Blended Rationale: A vote FOR the director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Fortinet, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.6 Elect Director Jean Hu For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.7 Elect Director William H. Neukom For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.8 Elect Director Judith Sim For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Ratify Deloitte & Touche LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted as pay and performance are reasonably aligned for the year in review. Annual incentives are entirely performance-based. However, shareholders should continue to monitor the alignment of pay and performance given the lack of performance criteria for the long-term incentives.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Ken Xie For For
1.2 Elect Director Michael Xie For For
1.3 Elect Director Kelly Ducourty For For
1.4 Elect Director Kenneth A. Goldman For For
1.5 Elect Director Ming Hsieh For For
1.6 Elect Director Jean Hu For For
1.7 Elect Director William H. Neukom For For
1.8 Elect Director Judith Sim For For
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Grubhub Inc.
Meeting Date: 06/18/2021 Country: USA Meeting Type: Annual Ticker: GRUB.XX1 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Grubhub Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Katrina Lake For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Brian McAndrews, Matthew Maloney, and Katrina Lake given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Matthew Maloney For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Brian McAndrews, Matthew Maloney, and Katrina Lake given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.3 Elect Director Brian McAndrews For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Brian McAndrews, Matthew Maloney, and Katrina Lake given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify Crowe LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Hitachi Metals, Ltd.
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 5486
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Nishiie, Kenichi For For
1.2 Elect Director Uenoyama, Makoto For For
1.3 Elect Director Fukuo, Koichi For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The nominee is the incumbent Nominating Committee chair and there is a lack of gender diversity on the board.
1.4 Elect Director Nishiyama, Mitsuaki For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The nominee is an incumbent representative director and there is a lack of gender diversity on the board.
1.5 Elect Director Morita, Mamoru For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
IBIDEN Co., Ltd.
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 4062
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Takenaka, Hiroki For For
1.2 Elect Director Aoki, Takeshi For For
1.3 Elect Director Kodama, Kozo For For
1.4 Elect Director Ikuta, Masahiko For For
1.5 Elect Director Yamaguchi, Chiaki For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
1.6 Elect Director Mita, Toshio For For
1.7 Elect Director Asai, Noriko For For
2.1 Elect Director and Audit Committee Member For For Kuwayama, Yoichi
2.2 Elect Director and Audit Committee Member For For Matsubayashi, Koji
2.3 Elect Director and Audit Committee Member For For Kato, Fumio
2.4 Elect Director and Audit Committee Member For For Horie, Masaki
2.5 Elect Director and Audit Committee Member For For Yabu, Yukiko
3 Elect Alternate Director and Audit Committee For For Member Komori, Shogo
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Takenaka, Hiroki For For
1.2 Elect Director Aoki, Takeshi For For
1.3 Elect Director Kodama, Kozo For For
1.4 Elect Director Ikuta, Masahiko For For
1.5 Elect Director Yamaguchi, Chiaki For For
1.6 Elect Director Mita, Toshio For For
1.7 Elect Director Asai, Noriko For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
IBIDEN Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.1 Elect Director and Audit Committee Member For For Kuwayama, Yoichi
2.2 Elect Director and Audit Committee Member For For Matsubayashi, Koji
2.3 Elect Director and Audit Committee Member For For Kato, Fumio
2.4 Elect Director and Audit Committee Member For For Horie, Masaki
2.5 Elect Director and Audit Committee Member For For Yabu, Yukiko
3 Elect Alternate Director and Audit Committee For For Member Komori, Shogo iRhythm Technologies, Inc.
Meeting Date: 06/18/2021 Country: USA Meeting Type: Annual Ticker: IRTC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Cathleen Noel Bairey Merz For For
1.2 Elect Director Mark J. Rubash For Withhold
Blended Rationale: WITHHOLD votes are warranted for governance committee member Mark Rubash given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents which adversely impacts shareholder rights.
1.3 Elect Director Renee Budig For For
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
ITOCHU Corp.
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 8001 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
ITOCHU Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 44
2.1 Elect Director Okafuji, Masahiro For For
2.2 Elect Director Suzuki, Yoshihisa For For
2.3 Elect Director Ishii, Keita For For
2.4 Elect Director Yoshida, Tomofumi For For
2.5 Elect Director Fukuda, Yuji For For
2.6 Elect Director Kobayashi, Fumihiko For For
2.7 Elect Director Hachimura, Tsuyoshi For For
2.8 Elect Director Muraki, Atsuko For For
2.9 Elect Director Kawana, Masatoshi For For
2.10 Elect Director Nakamori, Makiko For For
2.11 Elect Director Ishizuka, Kunio For For
3.1 Appoint Statutory Auditor Majima, Shingo For For
3.2 Appoint Statutory Auditor Kikuchi, Masumi For For
Japan Post Holdings Co. Ltd.
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 6178
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Masuda, Hiroya For For
1.2 Elect Director Ikeda, Norito For For
1.3 Elect Director Kinugawa, Kazuhide For For
1.4 Elect Director Senda, Tetsuya For For
1.5 Elect Director Mimura, Akio For For
1.6 Elect Director Ishihara, Kunio For For
1.7 Elect Director Charles D. Lake II For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Japan Post Holdings Co. Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.8 Elect Director Hirono, Michiko For For
1.9 Elect Director Okamoto, Tsuyoshi For For
1.10 Elect Director Koezuka, Miharu For For
1.11 Elect Director Akiyama, Sakie For For
1.12 Elect Director Kaiami, Makoto For For
1.13 Elect Director Satake, Akira For For
JOINN Laboratories (China) Co., Ltd.
Meeting Date: 06/18/2021 Country: China Meeting Type: Annual Ticker: 6127
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve Annual Report and Summary For For
2 Approve Report of the Board of Directors For For
3 Approve Report of the Board of Supervisors For For
4 Approve Final Account Report For For
5 Approve Appointment of Auditor and Internal For For Control Auditor
6 Approve Remuneration Plan of Directors and For For Senior Management Members
7 Approve Remuneration of Supervisors For For
8 Approve Financial Derivatives Investment For For
9 Approve Profit Distribution Plan For For
10 Approve Change of Registered Capital For For
11 Approve Amendments to Articles of For For Association
JOINN Laboratories (China) Co., Ltd.
Meeting Date: 06/18/2021 Country: China Meeting Type: Special Ticker: 6127 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
JOINN Laboratories (China) Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
CLASS MEETING FOR HOLDERS OF H SHARES
1 Approve Profit Distribution Plan For For
2 Approve Change of Registered Capital For For
Keihan Holdings Co., Ltd.
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 9045
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 25
2.1 Elect Director Kato, Yoshifumi For For
2.2 Elect Director Ishimaru, Masahiro For For
2.3 Elect Director Miura, Tatsuya For For
2.4 Elect Director Inachi, Toshihiko For For
2.5 Elect Director Ueno, Masaya For For
2.6 Elect Director Hirakawa, Yoshihiro For For
2.7 Elect Director Domoto, Yoshihisa For For
2.8 Elect Director Murao, Kazutoshi For For
2.9 Elect Director Hashizume, Shinya For For
3.1 Elect Director and Audit Committee Member For For Nagahama, Tetsuo
3.2 Elect Director and Audit Committee Member For For Umezaki, Hisashi
3.3 Elect Director and Audit Committee Member For Against Tahara, Nobuyuki
Blended Rationale: A vote AGAINST this director nominee is warranted because:- This outside director candidate who will be an audit committee member lacks independence.
3.4 Elect Director and Audit Committee Member For For Kusao, Koichi
3.5 Elect Director and Audit Committee Member For For Hamasaki, Kanako Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Keurig Dr Pepper Inc.
Meeting Date: 06/18/2021 Country: USA Meeting Type: Annual Ticker: KDP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1A Elect Director Robert J. Gamgort For For
1B Elect Director Olivier Goudet For For
1C Elect Director Peter Harf For For
1D Elect Director Juliette Hickman For For
1E Elect Director Genevieve Hovde For For
1F Elect Director Paul S. Michaels For For
1G Elect Director Pamela H. Patsley For For
1H Elect Director Gerhard Pleuhs For For
1I Elect Director Lubomira Rochet For For
1J Elect Director Debra Sandler For For
1K Elect Director Robert Singer For For
1L Elect Director Justine Tan For For
1M Elect Director Nelson Urdaneta For For
1N Elect Director Larry D. Young For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Deloitte & Touche LLP as Auditors For For
Kintetsu Group Holdings Co., Ltd.
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 9041
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kobayashi, Tetsuya For For
1.2 Elect Director Ogura, Toshihide For For
1.3 Elect Director Yasumoto, Yoshihiro For For
1.4 Elect Director Shirakawa, Masaaki For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Kintetsu Group Holdings Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.5 Elect Director Murai, Hiroyuki For For
1.6 Elect Director Wakai, Takashi For For
1.7 Elect Director Hara, Shiro For For
1.8 Elect Director Okamoto, Kunie For For
1.9 Elect Director Murata, Ryuichi For For
1.10 Elect Director Yanagi, Masanori For For
1.11 Elect Director Katayama, Toshiko For For
1.12 Elect Director Hayashi, Nobu For For
2 Appoint Statutory Auditor Inoue, Michiko For For
Komatsu Ltd.
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 6301
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 37
2.1 Elect Director Ohashi, Tetsuji For For
2.2 Elect Director Ogawa, Hiroyuki For For
2.3 Elect Director Moriyama, Masayuki For For
2.4 Elect Director Mizuhara, Kiyoshi For For
2.5 Elect Director Kigawa, Makoto For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
2.6 Elect Director Kunibe, Takeshi For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
2.7 Elect Director Arthur M. Mitchell For For
2.8 Elect Director Horikoshi, Takeshi For For
2.9 Elect Director Saiki, Naoko For For
3.1 Appoint Statutory Auditor Ono, Kotaro For For
3.2 Appoint Statutory Auditor Inagaki, Yasuhiro For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Komatsu Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 37
2.1 Elect Director Ohashi, Tetsuji For For
2.2 Elect Director Ogawa, Hiroyuki For For
2.3 Elect Director Moriyama, Masayuki For For
2.4 Elect Director Mizuhara, Kiyoshi For For
2.5 Elect Director Kigawa, Makoto For For
2.6 Elect Director Kunibe, Takeshi For For
2.7 Elect Director Arthur M. Mitchell For For
2.8 Elect Director Horikoshi, Takeshi For For
2.9 Elect Director Saiki, Naoko For For
3.1 Appoint Statutory Auditor Ono, Kotaro For For
3.2 Appoint Statutory Auditor Inagaki, Yasuhiro For For
Megaworld Corporation
Meeting Date: 06/18/2021 Country: Philippines Meeting Type: Annual Ticker: MEG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Approve Minutes of the Previous Annual For For Meeting held on August 24, 2020
5 Appoint External Auditors For For
6 Ratify Acts and Resolutions of the Board of For For Directors, Board Committees and Management
Elect 7 Directors by Cumulative Voting
7a Elect Andrew L. Tan as Director For For
7b Elect Katherine L. Tan as Director For Against
Blended Rationale: A vote AGAINST the election of the following nominees is warranted as they are non-independent directors on a board whose composition is not compliant with the requirement of the Securities and Exchange Commission's Code of Corporate Governance regarding independent representation:- Katherine L. Tan (Item 7b);- Kingson U. Sian (Item 7c);- Enrique Santos L. Sy (Item 7d); and- Roberto S. Guevara (Item 7g). Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Megaworld Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7c Elect Kingson U. Sian as Director For Against
Blended Rationale: A vote AGAINST the election of the following nominees is warranted as they are non-independent directors on a board whose composition is not compliant with the requirement of the Securities and Exchange Commission's Code of Corporate Governance regarding independent representation:- Katherine L. Tan (Item 7b);- Kingson U. Sian (Item 7c);- Enrique Santos L. Sy (Item 7d); and- Roberto S. Guevara (Item 7g).
7d Elect Enrique Santos L. Sy as Director For Against
Blended Rationale: A vote AGAINST the election of the following nominees is warranted as they are non-independent directors on a board whose composition is not compliant with the requirement of the Securities and Exchange Commission's Code of Corporate Governance regarding independent representation:- Katherine L. Tan (Item 7b);- Kingson U. Sian (Item 7c);- Enrique Santos L. Sy (Item 7d); and- Roberto S. Guevara (Item 7g).
7e Elect Jesus B. Varela as Director For For
7f Elect Cresencio P. Aquino as Director For For
7g Elect Roberto S. Guevara as Director For Against
Blended Rationale: A vote AGAINST the election of the following nominees is warranted as they are non-independent directors on a board whose composition is not compliant with the requirement of the Securities and Exchange Commission's Code of Corporate Governance regarding independent representation:- Katherine L. Tan (Item 7b);- Kingson U. Sian (Item 7c);- Enrique Santos L. Sy (Item 7d); and- Roberto S. Guevara (Item 7g).
Mitsui & Co., Ltd.
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 8031
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 45
2.1 Elect Director Yasunaga, Tatsuo For For
2.2 Elect Director Hori, Kenichi For For
2.3 Elect Director Uchida, Takakazu For For
2.4 Elect Director Fujiwara, Hirotatsu For For
2.5 Elect Director Omachi, Shinichiro For For
2.6 Elect Director Kometani, Yoshio For For
2.7 Elect Director Yoshikawa, Miki For For
2.8 Elect Director Uno, Motoaki For For
2.9 Elect Director Takemasu, Yoshiaki For For
2.10 Elect Director Kobayashi, Izumi For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mitsui & Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.11 Elect Director Jenifer Rogers For For
2.12 Elect Director Samuel Walsh For For
2.13 Elect Director Uchiyamada, Takeshi For For
2.14 Elect Director Egawa, Masako For For
3 Appoint Statutory Auditor Mori, Kimitaka For For
Nippon Sanso Holdings Corp.
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 4091
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 16
2 Amend Articles to Clarify Director Authority For For on Board Meetings
3.1 Elect Director Hamada, Toshihiko For For
3.2 Elect Director Ichihara, Yujiro For For
3.3 Elect Director Nagata, Kenji For For
3.4 Elect Director Thomas Scott Kallman For For
3.5 Elect Director Eduardo Gil Elejoste For For
3.6 Elect Director Yamada, Akio For For
3.7 Elect Director Katsumaru, Mitsuhiro For For
3.8 Elect Director Hara, Miri For For
3.9 Elect Director Date, Hidefumi For For
4.1 Appoint Statutory Auditor Tai, Junzo For For
4.2 Appoint Statutory Auditor Hashimoto, Akihiro For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence.
Nippon Yusen KK
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 9101 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Nippon Yusen KK
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 180
2 Amend Articles to Amend Business Lines - For For Amend Provisions on Number of Directors
3.1 Elect Director Naito, Tadaaki For For
3.2 Elect Director Nagasawa, Hitoshi For For
3.3 Elect Director Harada, Hiroki For For
3.4 Elect Director Higurashi, Yutaka For For
3.5 Elect Director Kubota, Hiroshi For For
3.6 Elect Director Katayama, Yoshihiro For For
3.7 Elect Director Kuniya, Hiroko For For
3.8 Elect Director Tanabe, Eiichi For For
4 Appoint Statutory Auditor Takahashi, Eiichi For For
Nitto Denko Corp.
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 6988
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, With a Final For For Dividend of JPY 100
2 Approve Annual Bonus For For
3.1 Elect Director Takasaki, Hideo For For
3.2 Elect Director Todokoro, Nobuhiro For For
3.3 Elect Director Miki, Yosuke For For
3.4 Elect Director Iseyama, Yasuhiro For For
3.5 Elect Director Furuse, Yoichiro For For
3.6 Elect Director Hatchoji, Takashi For For
3.7 Elect Director Fukuda, Tamio For For
3.8 Elect Director Wong Lai Yong For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Nitto Denko Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.9 Elect Director Sawada, Michitaka For For
4 Approve Compensation Ceilings for Directors For For and Statutory Auditors
Nomura Research Institute Ltd.
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 4307
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Konomoto, Shingo For For
1.2 Elect Director Fukami, Yasuo For For
1.3 Elect Director Momose, Hironori For For
1.4 Elect Director Anzai, Hidenori For For
1.5 Elect Director Ebato, Ken For For
1.6 Elect Director Funakura, Hiroshi For For
1.7 Elect Director Omiya, Hideaki For For
1.8 Elect Director Sakata, Shinoi For For
1.9 Elect Director Ohashi, Tetsuji For For
2 Appoint Statutory Auditor Kosakai, Kenkichi For For
People's Insurance Company (Group) of China Limited
Meeting Date: 06/18/2021 Country: China Meeting Type: Annual Ticker: 1339
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
ELECT DIRECTORS
1 Elect Luo Xi as Director For For
2 Elect Wang Tingke as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
People's Insurance Company (Group) of China Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Elect Xie Yiqun as Director For For
4 Elect Li Zhuyong as Director For For
5 Elect Wang Qingjian as Director For For
6 Elect Miao Fusheng as Director For For
7 Elect Wang Shaoqun as Director For For
8 Elect Yu Qiang as Director For For
9 Elect Wang Zhibin as Director For For
10 Elect Shiu Sin Por as Director For For
11 Elect Ko Wing Man as Director For For
12 Elect Xu Lina as Director For For
13 Elect Cui Li as Director For For
14 Elect Chen Wuzhao as Director For For
ELECT SUPERVISORS
15 Elect Huang Liangbo as Supervisor For For
16 Elect Xu Yongxian as Supervisor For For
17 Elect Starry Lee Wai King as Supervisor For For
18 Approve Planning Outline of the "14th For For Five-Year Plan" Development Strategy
19 Approve Report of the Board of Directors For For
20 Approve Report of the Board of Supervisors For For
21 Approve Final Financial Accounts For For
22 Approve Profit Distribution Plan For For
23 Approve Fixed Asset Investment Budget For For
24 Approve Work Report of the Independent For For Directors and Appraisal of Performance
PICC Property and Casualty Company Limited
Meeting Date: 06/18/2021 Country: China Meeting Type: Annual Ticker: 2328 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
PICC Property and Casualty Company Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Yu Ze as Director For For
2 Approve Report of the Board of Directors For For
3 Approve Report of the Supervisory Committee For For
4 Approve Audited Financial Statements and For For Auditor's Report
5 Approve Profit Distribution Plan For For
6 Approve Directors' Fees For For
7 Approve Supervisors' Fees For For
8 Approve PricewaterhouseCoopers as For For International Auditor and PricewaterhouseCoopers Zhong Tian LLP as Domestic Auditor and Authorize Board to Fix Their Remuneration
9 Approve Performance Report and For For Performance Evaluation Results of Independent Directors
10 Amend Articles of Association For For
11 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights for Domestic Shares and H Shares and Authorize Board to Increase the Registered Capital and Amend Articles of Association to Reflect New Capital Structure
Blended Rationale: A vote AGAINST this resolution is warranted for the following:- The share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
12 Approve Issuance of Supplementary Bonds For For and Authorize Board to Deal with All Matters in Connection with the Bond Issue
13 Amend Rules and Procedures Regarding For For Meetings of Board of Directors
Quanta Computer, Inc.
Meeting Date: 06/18/2021 Country: Taiwan Meeting Type: Annual Ticker: 2382 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Quanta Computer, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Report and Financial For For Statements
2 Approve Profit Distribution For For
3 Amend Procedures for Lending Funds to For Against Other Parties and Endorsements & Guarantees
Blended Rationale: A vote AGAINST is warranted as the company has not disclosed compelling rationales for the increase in cap of lending funds to other parties.
RELIEF THERAPEUTICS Holding AG
Meeting Date: 06/18/2021 Country: Switzerland Meeting Type: Annual Ticker: RLF
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Treatment of Net Loss For For
3 Approve Discharge of Board and Senior For For Management
4 Approve Creation of CHF 16.9 Million Pool of For Against Authorized Capital without Preemptive Rights
Blended Rationale: A vote AGAINST the proposed authorization is warranted because:- The issuance request would allow for a capital increase without preemptive rights for up to 50 percent of the issued share capital.
5 Approve Creation of CHF 15.3 Million Pool of For Against Conditional Capital to Cover Exercise of Convertible Bonds
Blended Rationale: A vote AGAINST the proposed authorization is warranted because:- The issuance request would allow for a capital increase without preemptive rights for up to 46.3 percent of the issued share capital.
6.1 Approve Remuneration of Directors in the For For Amount of CHF 1.5 Million
6.2 Approve Remuneration of Executive For For Committee in the Amount of CHF 5 Million
6.3 Approve Remuneration Report For Against
Blended Rationale: A vote AGAINST the remuneration report is warranted because:- The level of disclosure provided in the remuneration report is poor by market standards and does not allow for an independent assessment of remuneration practices. - Caps on short- and long-term incentive remuneration are not disclosed.- The variable performance framework appears to contain significant discretion.- Non-executive directors receive stock options. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
RELIEF THERAPEUTICS Holding AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7.1.1 Reelect Raghuram Selvaraju as Director For Against
Blended Rationale: Board elections (Items 7.1.1-7.3)Votes AGAINST the non-independent nominees: Raghuram Selvaraju, Paolo Galfetti, Patrice Jean, and Thomas Plitz are warranted because of the failure to establish a sufficiently independent board.Votes AGAINST Raghuram Selvaraju and Thomas Plitz are further warranted because of the failure to establish a sufficiently independent audit committee.A vote AGAINST the election of Raghuram Selvaraju as chairman of the board is warranted because his election to the board does not warrant support.
7.1.2 Reelect Thomas Plitz as Director For Against
Blended Rationale: Board elections (Items 7.1.1-7.3)Votes AGAINST the non-independent nominees: Raghuram Selvaraju, Paolo Galfetti, Patrice Jean, and Thomas Plitz are warranted because of the failure to establish a sufficiently independent board.Votes AGAINST Raghuram Selvaraju and Thomas Plitz are further warranted because of the failure to establish a sufficiently independent audit committee.A vote AGAINST the election of Raghuram Selvaraju as chairman of the board is warranted because his election to the board does not warrant support.
7.2.1 Elect Patrice Jean as Director For Against
Blended Rationale: Board elections (Items 7.1.1-7.3)Votes AGAINST the non-independent nominees: Raghuram Selvaraju, Paolo Galfetti, Patrice Jean, and Thomas Plitz are warranted because of the failure to establish a sufficiently independent board.
7.2.2 Elect Paolo Galfetti as Director For Against
Blended Rationale: Board elections (Items 7.1.1-7.3)Votes AGAINST the non-independent nominees: Raghuram Selvaraju, Paolo Galfetti, Patrice Jean, and Thomas Plitz are warranted because of the failure to establish a sufficiently independent board.
7.3 Reelect Raghuram Selvaraju as Board For Against Chairman
Blended Rationale: Board elections (Items 7.1.1-7.3)Votes AGAINST the non-independent nominees: Raghuram Selvaraju, Paolo Galfetti, Patrice Jean, and Thomas Plitz are warranted because of the failure to establish a sufficiently independent board.Votes AGAINST Raghuram Selvaraju and Thomas Plitz are further warranted because of the failure to establish a sufficiently independent audit committee.A vote AGAINST the election of Raghuram Selvaraju as chairman of the board is warranted because his election to the board does not warrant support.
7.4.1 Appoint Raghuram Selvaraju as Member of For Against the Nomination and Compensation Committee
Blended Rationale: Committee elections (Items 7.4.1-7.4.2)Votes AGAINST the proposed nominees, Raghuram Selvaraju and Thomas Plitz, are warranted because their elections to the board do not warrant support.
7.4.2 Appoint Thomas Plitz as Member of the For Against Nomination and Compensation Committee
Blended Rationale: Committee elections (Items 7.4.1-7.4.2)Votes AGAINST the proposed nominees, Raghuram Selvaraju and Thomas Plitz, are warranted because their elections to the board do not warrant support.
7.5 Designate Thomas Hua as Independent Proxy For For
7.6 Ratify Mazars SA as Auditors For For
8 Transact Other Business (Voting) For Against
Blended Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sany Heavy Industry Co., Ltd.
Meeting Date: 06/18/2021 Country: China Meeting Type: Special Ticker: 600031
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Amendments to Articles of For For Association
2 Approve Issuance of Debt Financing For For Instruments
3 Approve Financial Leasing Business For For
4 Approve Provision of Financing Guarantee to For For Controlled Subsidiary and Related Transaction
5 Approve Provision of Guarantee to For For Wholly-owned Subsidiary
6 Approve Employee Share Purchase Plan and For For Its Summary
7 Approve Management Method of Employee For For Share Purchase Plan
8 Approve Authorization of the Board to Handle For For All Matters Related to Employee Share Purchase Plan
9 Approve Provision of Guarantee for For For Wholly-owned Overseas Subsidiary
Sumitomo Corp.
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 8053
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 35
2.1 Elect Director Nakamura, Kuniharu For For
2.2 Elect Director Hyodo, Masayuki For For
2.3 Elect Director Nambu, Toshikazu For For
2.4 Elect Director Yamano, Hideki For For
2.5 Elect Director Seishima, Takayuki For For
2.6 Elect Director Shiomi, Masaru For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sumitomo Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.7 Elect Director Ehara, Nobuyoshi For For
2.8 Elect Director Ishida, Koji For For
2.9 Elect Director Iwata, Kimie For For
2.10 Elect Director Yamazaki, Hisashi For For
2.11 Elect Director Ide, Akiko For For
3 Appoint Statutory Auditor Nagashima, Yukiko For For
4 Approve Performance Share Plan For For
5 Amend Articles to Disclose Plan Outlining Against For Company's Business Strategy to Align Investments with Goals of Paris Agreement
Blended Rationale: A vote FOR this shareholder proposal is warranted because:- The addition of the proposed language would place market discipline over management for continued improvement of climate-related disclosure practices.- Shareholders would be better able to evaluate the company's risk profile because of additional information on the company's plans regarding aligning its behavior with Paris Agreement climate goals and reducing climate-related risks.
Territorial Generating Co. No 1 PJSC
Meeting Date: 06/18/2021 Country: Russia Meeting Type: Annual Ticker: TGKA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Annual Report and Financial For For Statements
2 Approve Allocation of Income and Dividends For For of RUB 0.00107 per Share
Elect 11 Directors by Cumulative Voting
3.1 Elect Parviz Abdushukurov as Director None Against
Blended Rationale: Votes AGAINST items 3.1- 3.15 are warranted, because:- None of the candidates can be classified as independent.- There is no compelling rationale for supporting any of the candidates over the others.
3.2 Elect Albert Bikmurzin as Director None Against
Blended Rationale: Votes AGAINST items 3.1- 3.15 are warranted, because:- None of the candidates can be classified as independent.- There is no compelling rationale for supporting any of the candidates over the others.
3.3 Elect Dmitrii Borovikov as Director None Against
Blended Rationale: Votes AGAINST items 3.1- 3.15 are warranted, because:- None of the candidates can be classified as independent.- There is no compelling rationale for supporting any of the candidates over the others. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Territorial Generating Co. No 1 PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.4 Elect Vadim Vederchik as Director None Against
Blended Rationale: Votes AGAINST items 3.1- 3.15 are warranted, because:- None of the candidates can be classified as independent.- There is no compelling rationale for supporting any of the candidates over the others.
3.5 Elect Evgenii Zemlianoi as Director None Against
Blended Rationale: Votes AGAINST items 3.1- 3.15 are warranted, because:- None of the candidates can be classified as independent.- There is no compelling rationale for supporting any of the candidates over the others.
3.6 Elect Aleksandr Ivannikov as Director None Against
Blended Rationale: Votes AGAINST items 3.1- 3.15 are warranted, because:- None of the candidates can be classified as independent.- There is no compelling rationale for supporting any of the candidates over the others.
3.7 Elect Irina Korobkina as Director None Against
Blended Rationale: Votes AGAINST items 3.1- 3.15 are warranted, because:- None of the candidates can be classified as independent.- There is no compelling rationale for supporting any of the candidates over the others.
3.8 Elect Vitalii Markelov as Director None Against
Blended Rationale: Votes AGAINST items 3.1- 3.15 are warranted, because:- None of the candidates can be classified as independent.- There is no compelling rationale for supporting any of the candidates over the others.
3.9 Elect Mario Dietmar Mazidowski as Director None Against
Blended Rationale: Votes AGAINST items 3.1- 3.15 are warranted, because:- None of the candidates can be classified as independent.- There is no compelling rationale for supporting any of the candidates over the others.
3.10 Elect Aleksandr Rogov as Director None Against
Blended Rationale: Votes AGAINST items 3.1- 3.15 are warranted, because:- None of the candidates can be classified as independent.- There is no compelling rationale for supporting any of the candidates over the others.
3.11 Elect Gennadii Sukhov as Director None Against
Blended Rationale: Votes AGAINST items 3.1- 3.15 are warranted, because:- None of the candidates can be classified as independent.- There is no compelling rationale for supporting any of the candidates over the others.
3.12 Elect Denis Fedorov as Director None Against
Blended Rationale: Votes AGAINST items 3.1- 3.15 are warranted, because:- None of the candidates can be classified as independent.- There is no compelling rationale for supporting any of the candidates over the others.
3.13 Elect Andrei Khorev as Director None Against
Blended Rationale: Votes AGAINST items 3.1- 3.15 are warranted, because:- None of the candidates can be classified as independent.- There is no compelling rationale for supporting any of the candidates over the others.
3.14 Elect Aleksandr Chuvaev as Director None Against
Blended Rationale: Votes AGAINST items 3.1- 3.15 are warranted, because:- None of the candidates can be classified as independent.- There is no compelling rationale for supporting any of the candidates over the others.
3.15 Elect Pavel Shatskii as Director None Against
Blended Rationale: Votes AGAINST items 3.1- 3.15 are warranted, because:- None of the candidates can be classified as independent.- There is no compelling rationale for supporting any of the candidates over the others.
4 Approve New Edition of Charter For For
5 Approve New Edition of Regulations on Board For For of Directors
6 Ratify BDO Unicon as Auditor For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Territorial Generating Co. No 1 PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7 Approve Remuneration of Directors For Against
Blended Rationale: A vote AGAINST this item is warranted because the proposed non-executive remuneration is performance based, in deviation of local market best practices.
The Shizuoka Bank Ltd.
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 8355
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 14
2.1 Elect Director Nakanishi, Katsunori For For
2.2 Elect Director Shibata, Hisashi For For
2.3 Elect Director Yagi, Minoru For For
2.4 Elect Director Fukushima, Yutaka For For
2.5 Elect Director Kiyokawa, Koichi For For
2.6 Elect Director Nagasawa, Yoshihiro For For
2.7 Elect Director Fujisawa, Kumi For For
2.8 Elect Director Ito, Motoshige For For
2.9 Elect Director Tsubochi, Kazuto For For
2.10 Elect Director Inano, Kazutoshi For For
Vanguard International Semiconductor Corp.
Meeting Date: 06/18/2021 Country: Taiwan Meeting Type: Annual Ticker: 5347
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements
2 Approve Profit Distribution For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Vanguard International Semiconductor Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Approve Amendment to Rules and Procedures For For for Election of Directors
ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
4.1 Elect Leuh Fang, a Representative of Taiwan For For Semiconductor Manufacturing Co., Ltd. (TSMC), with Shareholder No. 2, as Non-independent Director
4.2 Elect F.C. Tseng, a Representative of Taiwan For Against Semiconductor Manufacturing Co., Ltd. (TSMC), with Shareholder No. 2, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 4.2-4.4 is warranted because the independence level will be 14.29 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
4.3 Elect Lai Shou Su, a Representative of For Against National Development Fund Executive Yuan, with Shareholder No. 1629, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 4.2-4.4 is warranted because the independence level will be 14.29 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
4.4 Elect Edward Y. Way, with Shareholder No. For Against A102143XXX, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 4.2-4.4 is warranted because the independence level will be 14.29 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
4.5 Elect Benson W.C. Liu, with Shareholder No. For For P100215XXX, as Independent Director
4.6 Elect Kenneth Kin, with Shareholder No. For Against F102831XXX, as Independent Director
Blended Rationale: A vote AGAINST independent director nominees under Items 4.6-4.7 is warranted since considered by the company as independent directors, they are non-independent non-executive directors under Sustainability Advisory Services' classification.
4.7 Elect Chintay Shih, with Shareholder No. For Against R101349XXX, as Independent Director
Blended Rationale: A vote AGAINST independent director nominees under Items 4.6-4.7 is warranted since considered by the company as independent directors, they are non-independent non-executive directors under Sustainability Advisory Services' classification.
5 Approve Release of Restrictions of For For Competitive Activities of Newly Appointed Directors Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Wholesale Generating Co. 2 PJSC
Meeting Date: 06/18/2021 Country: Russia Meeting Type: Annual Ticker: OGKB
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Annual Report and Financial For For Statements
2 Approve Allocation of Income and Dividends For For
Elect 11 Directors by Cumulative Voting
3.1 Elect Nikolai Rogalev as Director None Against
3.2 Elect Nikita Osin as Director None Against
3.3 Elect Mikhail Fedorov as Director None Against
3.4 Elect Roman Abdullin as Director None Against
3.5 Elect Denis Fedorov as Director None Against
3.6 Elect Irina Korobkina as Director None Against
3.7 Elect Aleksandr Rogov as Director None Against
3.8 Elect Pavel Shatskii as Director None Against
3.9 Elect Evgenii Zemlianoi as Director None Against
3.10 Elect Albert Bikmurzin as Director None Against
3.11 Elect Artem Semikolenov as Director None Against
3.12 Elect Zaurbek Dzhambulatov as Director None Against
3.13 Elect Valerii Piatnitsev as Director None Against
3.14 Elect Elena Khimichuk as Director None Against
3.15 Elect Oleg Fedorov as Director None For
Blended Rationale: A vote FOR Oleg Fedorov (Item 3.15) is warranted because:- This nominee can be classified as independent. An independent director is most likely of all the directors to act in all shareholders' interest.- There is a significant competition for the board seats, coupled with limited participation of minority shareholders and free float.- Oleg Fedorov is nominated by a minority shareholder and officially endorsed by the API.- Another independent nominee is proposed for the elections by the majority shareholder.The tactical concentration in this case does not mean disqualifying other independent candidates.
4 Approve New Edition of Charter For For
5 Approve New Edition of Internal Documents For For
6 Ratify Auditor For For
7 Approve Remuneration of Directors For Against
Blended Rationale: A vote AGAINST this item is warranted because the proposed non-executive remuneration is performance based, in deviation of local market best practices. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Woolworths Group Limited
Meeting Date: 06/18/2021 Country: Australia Meeting Type: Special Ticker: WOW
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Approve the Demerger For For
1b Approve Capital Reduction For For
2 Approve Employee Incentive For For
Wuliangye Yibin Co., Ltd.
Meeting Date: 06/18/2021 Country: China Meeting Type: Annual Ticker: 000858
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Annual Report For For
2 Approve Report of the Board of Directors For For
3 Approve Report of the Board of Supervisors For For
4 Approve Financial Statements For For
5 Approve Profit Distribution For For
6 Approve Daily Related-party Transactions For Against
Blended Rationale: A vote AGAINST is warranted since:- The proposed related-party transactions include a financial service agreement with the group finance company, which may expose the company to unnecessary risks.- There are inherent risks associated with the financial services to be provided under this proposal.
7 Approve Appointment of Auditor For For
8 Amend Articles of Association For Against
Blended Rationale: A vote AGAINST is warranted because the proposed articles amendments are not considered to adequately provide for accountability and transparency to shareholders.
9 Approve Comprehensive Budget Plan For For
10 Elect Jiang Wenchun as Supervisor For For
ELECT NON-INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
11.1 Elect Jiang Lin as Director For For
11.2 Elect Xu Bo as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Wuliangye Yibin Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
ELECT INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
12.1 Elect Xie Zhihua as Director For For
12.2 Elect Wu Yue as Director For For
12.3 Elect Lang Dingchang as Director For For
Z Holdings Corp.
Meeting Date: 06/18/2021 Country: Japan Meeting Type: Annual Ticker: 4689
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Articles to Allow Virtual Only For Against Shareholder Meetings
Blended Rationale: A vote AGAINST this proposal is warranted because:- Japanese companies are able to hold virtual meetings using temporary regulatory relief (without amending articles) for two years, but the passage of this proposal will authorize the company to hold virtual meetings permanently, without further need to consult shareholders, even after the current health crisis is resolved.- The proposed language in the articles fails to specify situations under which virtual meetings will be held, raising concerns that meaningful exchange between the company and shareholders could be hindered, especially in controversial situations such as when shareholder proposals are submitted, a proxy fight is waged, or a corporate scandal occurs.
2.1 Elect Director Kawabe, Kentaro For For
2.2 Elect Director Idezawa, Takeshi For For
2.3 Elect Director Jungho Shin For For
2.4 Elect Director Ozawa, Takao For For
2.5 Elect Director Masuda, Jun For For
2.6 Elect Director Oketani, Taku For For
3 Elect Director and Audit Committee Member For For Usumi, Yoshio
Zhongsheng Group Holdings Limited
Meeting Date: 06/18/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 881 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Zhongsheng Group Holdings Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Elect Li Guoqiang as Director For For
4 Elect Du Qingshan as Director For For
5 Elect Shen Jinjun as Director For Against
Blended Rationale: A vote AGAINST incumbent nominating committee chair Jinjun Shen is warranted for lack of gender diversity on the board.
6 Elect Chin Siu Wa Alfred as Director For For
7 Authorize Board to Fix Remuneration of For For Directors
8 Approve Ernst & Young as Auditors and For For Authorize Board to Fix Their Remuneration
9 Authorize Repurchase of Issued Share Capital For For
10 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
11 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
Infosys Limited
Meeting Date: 06/19/2021 Country: India Meeting Type: Annual Ticker: 500209
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Reelect U.B. Pravin Rao as Director For For
4 Approve Buyback of Equity Shares For For
5 Reelect Michael Gibbs as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Infosys Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Elect Bobby Parikh as Director For For
7 Elect Chitra Nayak as Director For For
8 Approve Changing the Terms of For For Remuneration of U.B. Pravin Rao as Chief OperatingOfficer and Whole-time Director
Activision Blizzard, Inc.
Meeting Date: 06/21/2021 Country: USA Meeting Type: Annual Ticker: ATVI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Reveta Bowers For For
1b Elect Director Robert Corti For For
1c Elect Director Hendrik Hartong, III For For
1d Elect Director Brian Kelly For For
1e Elect Director Robert Kotick For For
1f Elect Director Barry Meyer For For
1g Elect Director Robert Morgado For For
1h Elect Director Peter Nolan For For
1i Elect Director Dawn Ostroff For For
1j Elect Director Casey Wasserman For For
2 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: Following low support for this proposal last year, the committee demonstrated adequate responsiveness by disclosing shareholder engagement and feedback as well as certain improvements to the pay program.Nevertheless, there are pay-for-performance concerns for the year in review. Specifically, the CEO's equity awards granted in 2020 are outsized compared to the median total pay of peers. In addition to his "2020 Long-Term Performance Grant," Kotick received his "2021 Long-Term Performance Grant" in 2020, although his amended agreement already provides eligibility for an additional award in 2021. The vesting of the 2021 Long-Term Performance Grant was accelerated at the maximum performance level due to the triggering of the Shareholder Value Creation Incentive condition.Concerns are also raised regarding COO Alegre's compensation. Per his employment agreement, his base salary is set well above the company's peer median for the CEO position, and his target annual incentive may increase to up to double the initial target opportunity. Further, the first tranche of most of Alegre's sign-on equity awards depended on metrics that were duplicated in the STI program, which provided multiple payouts for the same short-term achievement. Lastly, the company entered into an employment agreement with the COO that provides a problematic life insurance perquisite to the executive's spouse.In light of these concerns, a vote AGAINST this proposal is warranted.
3 Ratify PricewaterhouseCoopers LLP as For For Auditors Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
BANDAI NAMCO Holdings Inc.
Meeting Date: 06/21/2021 Country: Japan Meeting Type: Annual Ticker: 7832
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 91
2.1 Elect Director Taguchi, Mitsuaki For For
2.2 Elect Director Kawaguchi, Masaru For For
2.3 Elect Director Otsu, Shuji For For
2.4 Elect Director Asako, Yuji For For
2.5 Elect Director Miyakawa, Yasuo For For
2.6 Elect Director Kono, Satoshi For For
2.7 Elect Director Asanuma, Makoto For For
2.8 Elect Director Kawasaki, Hiroshi For For
2.9 Elect Director Kawana, Koichi For For
2.10 Elect Director Kuwabara, Satoko For For
2.11 Elect Director Noma, Mikiharu For For
2.12 Elect Director Shimada, Toshio For For
3 Approve Performance Share Plan For For
Dai-ichi Life Holdings, Inc.
Meeting Date: 06/21/2021 Country: Japan Meeting Type: Annual Ticker: 8750
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 62
2.1 Elect Director Watanabe, Koichiro For For
2.2 Elect Director Inagaki, Seiji For For
2.3 Elect Director Teramoto, Hideo For For
2.4 Elect Director Kikuta, Tetsuya For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Dai-ichi Life Holdings, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.5 Elect Director Shoji, Hiroshi For For
2.6 Elect Director Akashi, Mamoru For For
2.7 Elect Director Sumino, Toshiaki For For
2.8 Elect Director George Olcott For For
2.9 Elect Director Maeda, Koichi For For
2.10 Elect Director Inoue, Yuriko For For
2.11 Elect Director Shingai, Yasushi For For
Daiichi Sankyo Co., Ltd.
Meeting Date: 06/21/2021 Country: Japan Meeting Type: Annual Ticker: 4568
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 13.5
2.1 Elect Director Manabe, Sunao For For
2.2 Elect Director Kimura, Satoru For For
2.3 Elect Director Otsuki, Masahiko For For
2.4 Elect Director Hirashima, Shoji For For
2.5 Elect Director Uji, Noritaka For For
2.6 Elect Director Fukui, Tsuguya For For
2.7 Elect Director Kama, Kazuaki For For
2.8 Elect Director Nohara, Sawako For For
2.9 Elect Director Okuzawa, Hiroyuki For For
3 Appoint Statutory Auditor Watanabe, Masako For For
4 Approve Annual Bonus For For
5 Approve Fixed Cash Compensation Ceiling for For For Directors, Annual Bonus Ceiling, and Restricted Stock Plan
6 Approve Compensation Ceiling for Statutory For For Auditors
7 Approve Trust-Type Equity Compensation For For Plan Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Fastly, Inc.
Meeting Date: 06/21/2021 Country: USA Meeting Type: Annual Ticker: FSLY
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director David M. Hornik For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees David Hornik and Kelly Wright given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Kelly Wright For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees David Hornik and Kelly Wright given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year
Industrial & Commercial Bank of China Limited
Meeting Date: 06/21/2021 Country: China Meeting Type: Annual Ticker: 1398
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve Work Report of the Board of For For Directors
2 Approve Work Report of the Board of For For Supervisors
3 Approve Audited Accounts For For
4 Approve Profit Distribution Plan For For
5 Approve Fixed Asset Investment Budget For For
6 Approve Deloitte Touche Tohmatsu Certified For For Public Accountants LLP as Domestic External Auditors and Deloitte Touche Tohmatsu as International External Auditor
7 Approve Application for Authorization Limit For For for Special Donations for Poverty Alleviation Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Industrial & Commercial Bank of China Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Elect Chen Yifang as Director For For
9 Approve Issuance of Eligible Tier 2 Capital For For Instruments
10 Approve Extension of Validity Period of For Against Undated Capital Bonds
Blended Rationale: A vote AGAINST this proposal is warranted given the board is authorized to determine the possible conversion of the bonds, and the limited disclosure on the possible issuance of convertible bonds.
11 Approve Donation of Materials for Epidemic For For Prevention and Control in 2020
Intra-Cellular Therapies, Inc.
Meeting Date: 06/21/2021 Country: USA Meeting Type: Annual Ticker: ITCI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Michael Rawlins For For
1.2 Elect Director Joel S. Marcus For For
2 Increase Authorized Common Stock For For
3 Ratify Ernst & Young LLP as Auditors For For
4 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Luminex Corporation
Meeting Date: 06/21/2021 Country: USA Meeting Type: Special Ticker: LMNX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Merger Agreement For For
2 Adjourn Meeting For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Luminex Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Advisory Vote on Golden Parachutes For Against
Blended Rationale: A vote AGAINST this proposal is warranted. The CFO's employment agreement provides for modified single trigger severance. Accordingly, he may receive severance for a voluntary resignation upon the change in control. Further, the agreements with other NEOs, including the CEO, allow for a cash payment upon a termination by the company "for any reason" in connection with a change in control. These provisions appear to allow for cash payments even if an executive is terminated "for cause" upon the CIC. Both severance provisions are considered to be problematic pay practices.
Nexi SpA
Meeting Date: 06/21/2021 Country: Italy Meeting Type: Extraordinary Ticker: NEXI Shareholders
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Extraordinary Business
1 Approve Merger by Incorporation of SIA SpA For For into Nexi SpA
Nomura Holdings, Inc.
Meeting Date: 06/21/2021 Country: Japan Meeting Type: Annual Ticker: 8604
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Nagai, Koji For For
1.2 Elect Director Okuda, Kentaro For For
1.3 Elect Director Teraguchi, Tomoyuki For For
1.4 Elect Director Ogawa, Shoji For For
1.5 Elect Director Ishimura, Kazuhiko For For
1.6 Elect Director Takahara, Takahisa For For
1.7 Elect Director Shimazaki, Noriaki For Against
Blended Rationale: A vote AGAINST this nominee is warranted at this time because:- As audit committee chair, Noriaki Shimazaki should be held responsible for the company's risk management failure. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Nomura Holdings, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.8 Elect Director Sono, Mari For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- As audit committee member, Mari Sono should be held responsible for the company's risk management failure.- Sono cannot be considered as independent.
1.9 Elect Director Laura Simone Unger For For
1.10 Elect Director Victor Chu For For
1.11 Elect Director J.Christopher Giancarlo For For
1.12 Elect Director Patricia Mosser For For
RSA Insurance Group Ltd.
Meeting Date: 06/21/2021 Country: United Kingdom Meeting Type: Special Ticker: RSA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Capital Reduction For For
2 Approve Reduction of the Share Premium For For Account
3 Approve Reduction of the Capital Redemption For For Reserve
Acadia Pharmaceuticals Inc.
Meeting Date: 06/22/2021 Country: USA Meeting Type: Annual Ticker: ACAD
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Stephen R. Biggar For For
1.2 Elect Director Julian C. Baker For For
1.3 Elect Director Daniel B. Soland For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Airbnb, Inc.
Meeting Date: 06/22/2021 Country: USA Meeting Type: Annual Ticker: ABNB
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Angela Ahrendts For Withhold
Blended Rationale: WITHHOLD votes are warranted for Brian Chesky, Kenneth (Ken) Chenault, and Angela Ahrendts given the board's failure to remove, or subject to a reasonable sunset requirement, the multi-class capital structure, the classified board, and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
1.2 Elect Director Brian Chesky For Withhold
Blended Rationale: WITHHOLD votes are warranted for Brian Chesky, Kenneth (Ken) Chenault, and Angela Ahrendts given the board's failure to remove, or subject to a reasonable sunset requirement, the multi-class capital structure, the classified board, and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
1.3 Elect Director Kenneth Chenault For Withhold
Blended Rationale: WITHHOLD votes are warranted for Brian Chesky, Kenneth (Ken) Chenault, and Angela Ahrendts given the board's failure to remove, or subject to a reasonable sunset requirement, the multi-class capital structure, the classified board, and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. Concerns regarding the large time-vesting equity awards are mitigated, as the awards were primarily made in connection with the company's recent IPO. Additionally, although the STI program was modified due to the pandemic, the actual payouts were well below the original targets. Investors may expect incentive programs be more strongly performance-based with pre-set goals going forward. However, the CEO's front-loaded RSUs intended to cover a ten-year period raises significant concerns. Although the award vesting requires significant stock price growth, such large awards can limit the committee's ability to adjust pay in the event of unexpected decline in performance.
4 Advisory Vote on Say on Pay Frequency One Year One Year
ASE Technology Holding Co., Ltd.
Meeting Date: 06/22/2021 Country: Taiwan Meeting Type: Annual Ticker: 3711
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements
2 Approve Plan on Profit Distribution For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
ASE Technology Holding Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Approve Amendments to Lending Procedures For Against and Caps
Blended Rationale: A vote AGAINST is warranted given that the amendments might increase the company's exposure to unnecessary financial risk and the company has failed to provide a compelling rationale for such changes.
4 Approve Amendments to Articles of For Against Association
Blended Rationale: A vote AGAINST is warranted as the proposed amendments would grant the board full authority to decide on the company's cash dividend distribution plan without shareholder approval. Such amendment will undermine shareholder's right in deciding on cash dividend payments.
5 Approve Issuance of Restricted Stocks For For
ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
6.1 Elect JASON C.S. CHANG, a Representative of For For ASE ENTERPRISES LTD., with SHAREHOLDER NO.00000001, as Non-independent Director
6.2 Elect RICHARD H.P.CHANG, a Representative For Against of ASE ENTERPRISES LTD., with SHAREHOLDER NO.00000001, as Non-independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 6.2-6.10 is warranted because the independence level will be 23.08 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
6.3 Elect CHI-WEN TSAI, a Representative of ASE For Against ENTERPRISES LTD., with SHAREHOLDER NO.00000001, as Non-independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 6.2-6.10 is warranted because the independence level will be 23.08 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
6.4 Elect YEN-CHUN CHANG, a Representative of For Against ASE ENTERPRISES LTD., with SHAREHOLDER NO.00000001, as Non-independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 6.2-6.10 is warranted because the independence level will be 23.08 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
6.5 Elect TIEN WU, a Representative of ASE For Against ENTERPRISES LTD., with SHAREHOLDER NO.00000001, as Non-independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 6.2-6.10 is warranted because the independence level will be 23.08 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
6.6 Elect JOSEPH TUNG, a Representative of ASE For Against ENTERPRISES LTD., with SHAREHOLDER NO.00000001, as Non-independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 6.2-6.10 is warranted because the independence level will be 23.08 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
ASE Technology Holding Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6.7 Elect RAYMOND LO, a Representative of ASE For Against ENTERPRISES LTD., with SHAREHOLDER NO.00000001, as Non-independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 6.2-6.10 is warranted because the independence level will be 23.08 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
6.8 Elect TS CHEN, a Representative of ASE For Against ENTERPRISES LTD., with SHAREHOLDER NO.00000001, as Non-independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 6.2-6.10 is warranted because the independence level will be 23.08 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
6.9 Elect JEFFERY CHEN, a Representative of ASE For Against ENTERPRISES LTD., with SHAREHOLDER NO.00000001, as Non-independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 6.2-6.10 is warranted because the independence level will be 23.08 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
6.10 Elect RUTHERFORD CHANG, with For Against SHAREHOLDER NO.00059235 as Non-independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 6.2-6.10 is warranted because the independence level will be 23.08 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
6.11 Elect SHENG-FU YOU (Sheng-Fu Yo), with For For SHAREHOLDER NO.H101915XXX as Independent Director
6.12 Elect MEI-YUEH HO, with SHAREHOLDER For For NO.Q200495XXX as Independent Director
6.13 Elect PHILIP WEN-CHYI ONG, with For For SHAREHOLDER NO.A120929XXX as Independent Director
7 Approve Release of Restrictions of For Against Competitive Activities of Newly Appointed Directors
Blended Rationale: A vote AGAINST is warranted due to insufficient disclosure.
BioNTech SE
Meeting Date: 06/22/2021 Country: Germany Meeting Type: Annual Ticker: BNTX Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
BioNTech SE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders
1 Receive Financial Statements and Statutory Reports for Fiscal Year 2020 (Non-Voting)
2 Approve Discharge of Management Board for For Do Not Fiscal Year 2020 Vote
3 Approve Discharge of Supervisory Board for For Do Not Fiscal Year 2020 Vote
4 Ratify Ernst & Young GmbH as Auditors for For Do Not Fiscal Year 2021 Vote
5 Approve Creation of EUR 123.2 Million Pool of For Do Not Capital with Partial Exclusion of Preemptive Vote Rights
Blended Rationale: A vote AGAINST the proposed authorization is warranted because:- The issuance request would allow for a capital increase without preemptive rights for up to 20 percent of the issued share capital.
6 Amend Stock Option Plan 2017/2019 For Do Not Vote
7 Approve Stock Option Plan for Key For Do Not Employees; Approve Creation of EUR 8.4 Vote Million Pool of Conditional Capital to Guarantee Conversion Rights
8 Amend 2019 Resolution on the Repurchase For Do Not and Reissuance of Shares Vote
9 Amend 2019 Resolution on the Repurchase For Do Not and Reissuance of Shares Vote
10 Approve Remuneration Policy For Do Not Vote
11 Approve Remuneration of Supervisory Board For Do Not Vote
12 Cancel Affiliation Agreement with JPT Peptide For Do Not Technologies GmbH Vote
13.a Approve Affiliation Agreements with JPT For Do Not Peptide Technologies GmbH Vote
13.b Approve Affiliation Agreements with BioNTech For Do Not Manufacturing Marburg GmbH Vote
13.c Approve Affiliation Agreements with reSano For Do Not GmbH Vote
Brookfield Renewable Corporation
Meeting Date: 06/22/2021 Country: Canada Meeting Type: Annual Ticker: BEPC Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Brookfield Renewable Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Jeffrey Blidner For Do Not Vote
Blended Rationale: Vote WITHHOLD for Jeffrey Blidner for serving on more than five public company boards.
1.2 Elect Director Scott Cutler For Do Not Vote
1.3 Elect Director Eleazar de Carvalho Filho For Do Not Vote
1.4 Elect Director Nancy Dorn For Do Not Vote
1.5 Elect Director David Mann For Do Not Vote
1.6 Elect Director Lou Maroun For Do Not Vote
1.7 Elect Director Sachin Shah For Do Not Vote
1.8 Elect Director Stephen Westwell For Do Not Vote
1.9 Elect Director Patricia Zuccotti For Do Not Vote
2 Approve Ernst & Young LLP as Auditors and For Do Not Authorize Board to Fix Their Remuneration Vote
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Jeffrey Blidner For Withhold
Blended Rationale: Vote WITHHOLD for Jeffrey Blidner for serving on more than five public company boards.
1.2 Elect Director Scott Cutler For For
1.3 Elect Director Eleazar de Carvalho Filho For For
1.4 Elect Director Nancy Dorn For For
1.5 Elect Director David Mann For For
1.6 Elect Director Lou Maroun For For
1.7 Elect Director Sachin Shah For For
1.8 Elect Director Stephen Westwell For For
1.9 Elect Director Patricia Zuccotti For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Brookfield Renewable Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve Ernst & Young LLP as Auditors and For For Authorize Board to Fix Their Remuneration
Capcom Co., Ltd.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 9697
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 46
2.1 Elect Director Tsujimoto, Kenzo For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.2 Elect Director Tsujimoto, Haruhiro For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.3 Elect Director Miyazaki, Satoshi For For
2.4 Elect Director Egawa, Yoichi For For
2.5 Elect Director Nomura, Kenkichi For For
2.6 Elect Director Muranaka, Toru For For
2.7 Elect Director Mizukoshi, Yutaka For For
2.8 Elect Director Kotani, Wataru For For
China Overseas Land & Investment Ltd.
Meeting Date: 06/22/2021 Country: Hong Kong Meeting Type: Annual Ticker: 688
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China Overseas Land & Investment Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3a Elect Yan Jianguo as Director For For
3b Elect Luo Liang as Director For For
3c Elect Chang Ying as Director For For
3d Elect Chan Ka Keung, Ceajer as Director For For
4 Authorize Board to Fix Remuneration of For For Directors
5 Approve Ernst & Young as Auditor and For For Authorize Board to Fix Their Remuneration
6 Authorize Repurchase of Issued Share Capital For For
7 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
8 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
Coca-Cola HBC AG
Meeting Date: 06/22/2021 Country: Switzerland Meeting Type: Annual Ticker: CCH
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2.1 Approve Allocation of Income For For
2.2 Approve Dividend from Reserves For For
3 Approve Discharge of Board and Senior For For Management
4.1.1 Re-elect Anastassis David as Director and as For For Board Chairman
4.1.2 Re-elect Zoran Bogdanovic as Director For For
4.1.3 Re-elect Charlotte Boyle as Director and as For For Member of the Remuneration Committee
4.1.4 Re-elect Reto Francioni as Director and as For Against Member of the Remuneration Committee
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Reto Francioni are warranted for lack of gender diversity on the board. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Coca-Cola HBC AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4.1.5 Re-elect Olusola David-Borha as Director For For
4.1.6 Re-elect William Douglas III as Director For For
4.1.7 Re-elect Anastasios Leventis as Director For For
4.1.8 Re-elect Christodoulos Leventis as Director For For
4.1.9 Re-elect Alexandra Papalexopoulou as For For Director
4.1.A Re-elect Ryan Rudolph as Director For For
4.1.B Re-elect Anna Diamantopoulou as Director For For and as Member of the Remuneration Committee
4.2 Elect Bruno Pietracci as Director For For
4.3 Elect Henrique Braun as Director For For
5 Designate Ines Poeschel as Independent For For Proxy
6.1 Reappoint PricewaterhouseCoopers AG as For For Auditors
6.2 Advisory Vote on Reappointment of the For For Independent Registered Public Accounting Firm PricewaterhouseCoopers SA for UK Purposes
7 Approve UK Remuneration Report For Against
Blended Rationale: A vote AGAINST this resolution is warranted:- While the FY2018 PSP award quantum was reduced by 50% in light of the impact of the pandemic, the Remuneration Committee exercised discretion to amend the performance targets applicable for the FY2018 LTIP, which resulted in maximum vesting of the award. Concerns are being raised on the appropriateness of its application and the lack of a compelling rationale behind this approach.
8 Approve Remuneration Policy For For
9 Approve Swiss Remuneration Report For Against
Blended Rationale: A vote AGAINST this resolution is warranted:- While the FY2018 PSP award quantum was reduced by 50% in light of the impact of the pandemic, the Remuneration Committee exercised discretion to amend the performance targets applicable for the FY2018 LTIP, which resulted in maximum vesting of the award. Concerns are being raised on the appropriateness of its application and the lack of a compelling rationale behind this approach.
10.1 Approve Maximum Aggregate Amount of For For Remuneration for Directors
10.2 Approve Maximum Aggregate Amount of For For Remuneration for the Operating Committee
11 Authorise Market Purchase of Ordinary Shares For For
Concordia Financial Group, Ltd.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 7186 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Concordia Financial Group, Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Oya, Yasuyoshi For For
1.2 Elect Director Oishi, Yoshiyuki For For
1.3 Elect Director Komine, Tadashi For For
1.4 Elect Director Suzuki, Yoshiaki For For
1.5 Elect Director Akiyoshi, Mitsuru For For
1.6 Elect Director Yamada, Yoshinobu For For
1.7 Elect Director Yoda, Mami For For
2.1 Appoint Statutory Auditor Hara, Mitsuhiro For For
2.2 Appoint Statutory Auditor Noguchi, Mayumi For For
Dell Technologies Inc.
Meeting Date: 06/22/2021 Country: USA Meeting Type: Annual Ticker: DELL
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Michael S. Dell For Withhold
Blended Rationale: WITHHOLD votes are warranted for Michael Dell and Egon Durban for serving as non-independent members of certain key board committees.WITHHOLD votes are also warranted for Michael Dell, David Dorman, Egon Durban, William Green, Ellen Kullman, Simon Patterson and Lynn Vojvodich given the board's failure to remove, or subject to a sunset requirement, its multi-class capital structure.
1.2 Elect Director David W. Dorman For Withhold
Blended Rationale: WITHHOLD votes are also warranted for Michael Dell, David Dorman, Egon Durban, William Green, Ellen Kullman, Simon Patterson and Lynn Vojvodich given the board's failure to remove, or subject to a sunset requirement, its multi-class capital structure.
1.3 Elect Director Egon Durban For Withhold
Blended Rationale: WITHHOLD votes are warranted for Michael Dell and Egon Durban for serving as non-independent members of certain key board committees.WITHHOLD votes are further warranted for Egon Durban for serving as a director on more than five public company boards.WITHHOLD votes are also warranted for Michael Dell, David Dorman, Egon Durban, William Green, Ellen Kullman, Simon Patterson and Lynn Vojvodich given the board's failure to remove, or subject to a sunset requirement, its multi-class capital structure.
1.4 Elect Director William D. Green For Withhold
Blended Rationale: WITHHOLD votes are also warranted for Michael Dell, David Dorman, Egon Durban, William Green, Ellen Kullman, Simon Patterson and Lynn Vojvodich given the board's failure to remove, or subject to a sunset requirement, its multi-class capital structure. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Dell Technologies Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.5 Elect Director Simon Patterson For Withhold
Blended Rationale: WITHHOLD votes are also warranted for Michael Dell, David Dorman, Egon Durban, William Green, Ellen Kullman, Simon Patterson and Lynn Vojvodich given the board's failure to remove, or subject to a sunset requirement, its multi-class capital structure.
1.6 Elect Director Lynn M. Vojvodich For Withhold
Blended Rationale: WITHHOLD votes are also warranted for Michael Dell, David Dorman, Egon Durban, William Green, Ellen Kullman, Simon Patterson and Lynn Vojvodich given the board's failure to remove, or subject to a sunset requirement, its multi-class capital structure.
1.7 Elect Director Ellen J. Kullman For Withhold
Blended Rationale: WITHHOLD votes are also warranted for Michael Dell, David Dorman, Egon Durban, William Green, Ellen Kullman, Simon Patterson and Lynn Vojvodich given the board's failure to remove, or subject to a sunset requirement, its multi-class capital structure.
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
DENSO Corp.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 6902
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Arima, Koji For For
1.2 Elect Director Shinohara, Yukihiro For For
1.3 Elect Director Ito, Kenichiro For For
1.4 Elect Director Matsui, Yasushi For For
1.5 Elect Director Toyoda, Akio For For
1.6 Elect Director George Olcott For For
1.7 Elect Director Kushida, Shigeki For For
1.8 Elect Director Mitsuya, Yuko For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
2.1 Appoint Statutory Auditor Kuwamura,Shingo For For
2.2 Appoint Statutory Auditor Niwa, Motomi For For
3 Appoint Alternate Statutory Auditor Kitagawa, For For Hiromi Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
DENSO Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Arima, Koji For For
1.2 Elect Director Shinohara, Yukihiro For For
1.3 Elect Director Ito, Kenichiro For For
1.4 Elect Director Matsui, Yasushi For For
1.5 Elect Director Toyoda, Akio For For
1.6 Elect Director George Olcott For For
1.7 Elect Director Kushida, Shigeki For For
1.8 Elect Director Mitsuya, Yuko For For
2.1 Appoint Statutory Auditor Kuwamura,Shingo For For
2.2 Appoint Statutory Auditor Niwa, Motomi For For
3 Appoint Alternate Statutory Auditor Kitagawa, For For Hiromi
East Japan Railway Co.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 9020
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, With a Final For For Dividend of JPY 50
2.1 Elect Director Tomita, Tetsuro For For
2.2 Elect Director Fukasawa, Yuji For For
2.3 Elect Director Kise, Yoichi For For
2.4 Elect Director Ise, Katsumi For For
2.5 Elect Director Ichikawa, Totaro For For
2.6 Elect Director Sakai, Kiwamu For For
2.7 Elect Director Ouchi, Atsushi For For
2.8 Elect Director Ito, Atsuko For For
2.9 Elect Director Ito, Motoshige For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
East Japan Railway Co.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.10 Elect Director Amano, Reiko For For
2.11 Elect Director Sakuyama, Masaki For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
2.12 Elect Director Kawamoto, Hiroko For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
3 Appoint Statutory Auditor Mori, Kimitaka For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, With a Final For For Dividend of JPY 50
2.1 Elect Director Tomita, Tetsuro For For
2.2 Elect Director Fukasawa, Yuji For For
2.3 Elect Director Kise, Yoichi For For
2.4 Elect Director Ise, Katsumi For For
2.5 Elect Director Ichikawa, Totaro For For
2.6 Elect Director Sakai, Kiwamu For For
2.7 Elect Director Ouchi, Atsushi For For
2.8 Elect Director Ito, Atsuko For For
2.9 Elect Director Ito, Motoshige For For
2.10 Elect Director Amano, Reiko For For
2.11 Elect Director Sakuyama, Masaki For For
2.12 Elect Director Kawamoto, Hiroko For For
3 Appoint Statutory Auditor Mori, Kimitaka For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence.
First Capital Real Estate Investment Trust
Meeting Date: 06/22/2021 Country: Canada Meeting Type: Annual Ticker: FCR.UN Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
First Capital Real Estate Investment Trust
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Trustee Bernard McDonell For For
1.2 Elect Trustee Adam E. Paul For For
1.3 Elect Trustee Leonard Abramsky For For
1.4 Elect Trustee Sheila Botting For For
1.5 Elect Trustee Ian Clarke For For
1.6 Elect Trustee Paul C. Douglas For For
1.7 Elect Trustee Annalisa King For For
1.8 Elect Trustee Aladin (Al) W. Mawani For For
1.9 Elect Trustee Andrea Stephen For For
2 Approve Ernst & Young LLP as Auditors and For For Authorize Trustees to Fix Their Remuneration
3 Advisory Vote on Executive Compensation For For Approach
Fujitec Co., Ltd.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 6406
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 40
2.1 Elect Director Uchiyama, Takakazu For For
2.2 Elect Director Okada, Takao For For
2.3 Elect Director Asano, Takashi For For
2.4 Elect Director Tsuchihata, Masashi For For
2.5 Elect Director Sugita, Nobuki For For
2.6 Elect Director Yamazoe, Shigeru For For
2.7 Elect Director Endo, Kunio For For
2.8 Elect Director Yamahira, Keiko For For
2.9 Elect Director Indo, Mami For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Fujitec Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Approve Restricted Stock Plan For For
GlobalWafers Co., Ltd.
Meeting Date: 06/22/2021 Country: Taiwan Meeting Type: Annual Ticker: 6488
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements and Profit Distribution
2 Approve Amendment to Rules and Procedures For For for Election of Directors
3 Amendments to Trading Procedures For For Governing Derivatives Products
4 Approve Amendments to Procedures For Against Governing the Acquisition or Disposal of Assets
Blended Rationale: A vote AGAINST Item 4 is warranted because:- The proposed increase of caps in securities investments which may expose the company to unnecessary risks;- The proposed amendments, once approved, would grant the chairman greater authority in making transaction decisions without any check and balance from the board and independent directors; and- The company has failed to provide a compelling rationale for such changes.
5 Approve Issuance of Shares Through Public For For Offering to Fund Working Capital
ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
6.1 Elect Hsiu-Lan Hsu, with SHAREHOLDER For For NO.0000009 as Non-independent Director
6.2 Elect Ming-Kuang Lu, a Representative of For For Sino-American Silicon Products Inc., with SHAREHOLDER NO.0000001, as Non-independent Director
6.3 Elect Tan-Liang Yao, a Representative of For For Sino-American Silicon Products Inc., with SHAREHOLDER NO.0000001, as Non-independent Director
6.4 Elect Kuo-Chow Chen, with SHAREHOLDER For For NO.0000039 as Non-independent Director
6.5 Elect Jeng-Ywan Jeng, with SHAREHOLDER For For NO.R122108XXX as Independent Director
6.6 Elect Chung-Yu Wang, with SHAREHOLDER For For NO.A101021XXX as Independent Director Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
GlobalWafers Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6.7 Elect Ming-Ren Yu, with SHAREHOLDER For For NO.V120031XXX as Independent Director
7 Approve Release of Restrictions of For Against Competitive Activities of Directors
Blended Rationale: A vote AGAINST is warranted because there is lack of disclosure on the pertinent details of the proposal.
Guangdong Investment Limited
Meeting Date: 06/22/2021 Country: Hong Kong Meeting Type: Annual Ticker: 270
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3.1 Elect Wen Yinheng as Director For Against
Blended Rationale: Rationale: We have engaged with the company and believe that a vote against the election of Wen Yinheng as Director is warranted due to the lack of urgency to establish a plan for the divestment of their coal assets.
3.2 Elect Liang Yuanjuan as Director For Against
Blended Rationale: Rationale: We have engaged with the company and believe that a vote against the election of Liang Yuanjuan as Director is warranted due to the lack of urgency to establish a plan for the divestment of their coal assets.
3.3 Elect Lan Runing as Director For Against
Blended Rationale: Rationale: We have engaged with the company and believe that a vote against the election of Lan Runing as Director is warranted due to the lack of urgency to establish a plan for the divestment of their coal assets.
3.4 Elect Feng Qingchun as Director For Against
Blended Rationale: Rationale: We have engaged with the company and believe that a vote against the election of Feng Qingchun as Director is warranted due to the lack of urgency to establish a plan for the divestment of their
3.5 Elect Chan Cho Chak, John as Director For Against
Blended Rationale: Rationale: We have engaged with the company and believe that a vote against the election of Li Man Bun, Brian David as Director is warranted due to the lack of urgency to establish a plan for the divestment of their coal assets.
3.6 Elect Li Man Bun, Brian David as Director For For
3.7 Authorize Board to Fix Remuneration of For For Directors
4 Approve Ernst & Young as Auditor and For For Authorize Board to Fix Their Remuneration
5 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST this resolution is warranted given that the company has not specified the discount limit. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Guangdong Investment Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Authorize Repurchase of Issued Share Capital For For
H.U. Group Holdings, Inc.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 4544
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Takeuchi, Shigekazu For For
1.2 Elect Director Kitamura, Naoki For For
1.3 Elect Director Aoyama, Shigehiro For For
1.4 Elect Director Amano, Futomichi For For
1.5 Elect Director Ito, Ryoji For For
1.6 Elect Director Matsuno, Eriko For For
1.7 Elect Director Miyakawa, Keiji For For
1.8 Elect Director Yamauchi, Susumu For For
Hindustan Unilever Limited
Meeting Date: 06/22/2021 Country: India Meeting Type: Annual Ticker: 500696
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Confirm Special Dividend, Interim Dividend For For and Declare Final Dividend
3 Reelect Dev Bajpai as Director For For
4 Reelect Wilhelmus Uijen as Director For For
5 Reelect Ritesh Tiwari as Director For For
6 Approve Remuneration of Cost Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Hitachi Transport System, Ltd.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 9086
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Aoki, Miho For For
1.2 Elect Director Izumoto, Sayoko For For
1.3 Elect Director Urano, Mitsudo For For
1.4 Elect Director Nishijima, Takashi For For
1.5 Elect Director Fusayama, Tetsu For For
1.6 Elect Director Maruta, Hiroshi For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
1.7 Elect Director Watanabe, Hajime For For
1.8 Elect Director Jinguji, Takashi For For
1.9 Elect Director Nakatani, Yasuo For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Aoki, Miho For For
1.2 Elect Director Izumoto, Sayoko For For
1.3 Elect Director Urano, Mitsudo For For
1.4 Elect Director Nishijima, Takashi For For
1.5 Elect Director Fusayama, Tetsu For For
1.6 Elect Director Maruta, Hiroshi For For
1.7 Elect Director Watanabe, Hajime For For
1.8 Elect Director Jinguji, Takashi For For
1.9 Elect Director Nakatani, Yasuo For For
IMCD NV
Meeting Date: 06/22/2021 Country: Netherlands Meeting Type: Annual Ticker: IMCD Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
IMCD NV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Annual Meeting Agenda
2.c Approve Remuneration Report For For
2.d Adopt Financial Statements For For
2.e Approve Dividends of EUR 1.02 Per Share For For
3.a Approve Discharge of Management Board For For
3.b Approve Discharge of Supervisory Board For For
4 Ratify Deloitte Accountants N.V. as Auditors For For
5.a Grant Board Authority to Issue Shares Up to For For 10 Percent of Issued Capital
5.b Authorize Board to Exclude Preemptive Rights For For from Share Issuances
6 Authorize Repurchase of Up to 10 Percent of For For Issued Share Capital
Kadokawa Corp.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 9468
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kadokawa, Tsuguhiko For For
1.2 Elect Director Matsubara, Masaki For For
1.3 Elect Director Natsuno, Takeshi For For
1.4 Elect Director Yamashita, Naohisa For For
1.5 Elect Director Yasumoto, Yoichi For For
1.6 Elect Director Kase, Noriko For For
1.7 Elect Director Kawakami, Nobuo For For
1.8 Elect Director Cindy Chou For For
1.9 Elect Director Unora, Hiro For For
1.10 Elect Director Moriizumi, Tomoyuki For For
1.11 Elect Director Funatsu, Koji For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Kadokawa Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.12 Elect Director Ruth Marie Jarman For For
2 Appoint Alternate Statutory Auditor Sato, For Against Hiroyasu
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence.
Kikkoman Corp.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 2801
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 24
2.1 Elect Director Mogi, Yuzaburo For For
2.2 Elect Director Horikiri, Noriaki For For
2.3 Elect Director Yamazaki, Koichi For For
2.4 Elect Director Nakano, Shozaburo For For
2.5 Elect Director Shimada, Masanao For For
2.6 Elect Director Mogi, Osamu For For
2.7 Elect Director Matsuyama, Asahi For For
2.8 Elect Director Kamiyama, Takao For For
2.9 Elect Director Fukui, Toshihiko For For
2.10 Elect Director Ozaki, Mamoru For For
2.11 Elect Director Inokuchi, Takeo For For
2.12 Elect Director Iino, Masako For For
3.1 Appoint Statutory Auditor Fukasawa, Haruhiko For For
3.2 Appoint Statutory Auditor Kogo, Motohiko For For
4 Appoint Alternate Statutory Auditor Endo, For For Kazuyoshi Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Kinaxis Inc.
Meeting Date: 06/22/2021 Country: Canada Meeting Type: Annual/Special Ticker: KXS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director John (Ian) Giffen For For
1.2 Elect Director Robert Courteau For For
1.3 Elect Director Gillian (Jill) Denham For For
1.4 Elect Director Angel Mendez For For
1.5 Elect Director Pamela Passman For For
1.6 Elect Director Elizabeth (Betsy) Rafael For For
1.7 Elect Director Kelly Thomas For For
1.8 Elect Director John Sicard For For
2 Ratify KPMG LLP as Auditors For For
3 Amend Stock Option Plan For Against
Blended Rationale: Based on evaluation of the estimated cost, plan features, grant practices, and overriding negative factors using the Equity Plan Score Card (EPSC), vote AGAINST this stock option plan due to the following key factor(s):- The plan's estimated cost is excessive;- The company's potential dilution from equity plans is excessive;- The company's burn rate is excessive;- The plan contains a problematic change-in-control provision; and- The CEO's compensation package does not include performance-based equity.
4 Amend Share Unit Plan For Against
Blended Rationale: Based on evaluation of the estimated cost, plan features, grant practices, and overriding negative factors using the Equity Plan Score Card (EPSC), vote AGAINST this stock option plan due to the following key factor(s):- The plan's estimated cost is excessive;- The company's potential dilution from equity plans is excessive;- The company's burn rate is excessive;- The plan contains a problematic change-in-control provision; and- The CEO's compensation package does not include performance-based equity.
5 Advisory Vote on Executive Compensation For For Approach
Kronos Bio, Inc.
Meeting Date: 06/22/2021 Country: USA Meeting Type: Annual Ticker: KRON
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Taiyin Yang For For
1.2 Elect Director Marianne De Backer For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Kronos Bio, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.3 Elect Director Norbert Bischofberger For Withhold
Blended Rationale: WITHHOLD votes are warranted for non-independent director nominee Norbert Bischofberger for failing to establish a board on which a majority of the directors are independent, and given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
2 Ratify Ernst & Young LLP as Auditors For For lastminute.com NV
Meeting Date: 06/22/2021 Country: Netherlands Meeting Type: Annual Ticker: LMN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Annual Meeting Agenda
1 Open Meeting
2 Receive Director's Board Report (Non-Voting)
3 Approve Financial Statements and Allocation For For of Income
4 Approve Discharge of Directors For For
5 Authorize Repurchase of Shares For For
6.1 Elect Fabio Domenico Pasqualino Cannavale For For as Executive Director
6.2 Elect Andrea Bertoli as Executive Director For For
6.3 Elect Laurent Foata as Non-Executive Director For For
6.4 Elect Roberto Italia as Non-Executive Director For For
6.5 Elect Massimo Pedrazzini as Non-Executive For For Director
6.6 Elect Paola Garzoni as Non-Executive Director For For
6.7 Elect Javier Perez-Tenessa as Non-Executive For For Director
7 Approve Fixed Remuneration of Executive For Against Directors and Non-Executive Directors for 2021
Blended Rationale: A vote AGAINST is warranted as the company did not provide a compelling rationale for the fixed remuneration increase of the COO. Furthermore, the fixed remuneration includes share based compensation without any performance criteria linked to and vesting terms shorter than 3 years.
8 Approve Variable Remuneration of Executive For For Directors for 2021 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021 lastminute.com NV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Grant Board Authority to Issue Shares and For For Exclude Preemptive Rights
10 Ratify KPMG Accountants N.V as Auditors For For
11 Discuss Dividend Policy
12 Discussion on Company's Corporate Governance Structure
13 Other Business (Non-Voting)
14 Close Meeting
LIXIL Corp.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 5938
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Articles to Allow Virtual Only For Against Shareholder Meetings
Blended Rationale: A vote AGAINST this proposal is warranted because:- Japanese companies are able to hold virtual meetings using temporary regulatory relief (without amending articles) for two years, but the passage of this proposal will authorize the company to hold virtual meetings permanently, without further need to consult shareholders, even after the current health crisis is resolved.- The proposed language fails to specify situations under which virtual meetings will be held, raising concerns that meaningful exchange between the company and shareholders could be hindered, especially in controversial situations such as when shareholder proposals are submitted, a proxy fight is waged, or a corporate scandal occurs.
2.1 Elect Director Seto, Kinya For For
2.2 Elect Director Matsumoto, Sachio For For
2.3 Elect Director Hwa Jin Song Montesano For For
2.4 Elect Director Uchibori, Tamio For For
2.5 Elect Director Suzuki, Teruo For For
2.6 Elect Director Nishiura, Yuji For For
2.7 Elect Director Hamaguchi, Daisuke For For
2.8 Elect Director Matsuzaki, Masatoshi For For
2.9 Elect Director Konno, Shiho For For
2.10 Elect Director Watahiki, Mariko For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mastercard Incorporated
Meeting Date: 06/22/2021 Country: USA Meeting Type: Annual Ticker: MA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Ajay Banga For For
1b Elect Director Merit E. Janow For For
1c Elect Director Richard K. Davis For For
1d Elect Director Steven J. Freiberg For For
1e Elect Director Julius Genachowski For For
1f Elect Director Choon Phong Goh For For
1g Elect Director Oki Matsumoto For For
1h Elect Director Michael Miebach For For
1i Elect Director Youngme Moon For For
1j Elect Director Rima Qureshi For For
1k Elect Director Jose Octavio Reyes Lagunes For For
1l Elect Director Gabrielle Sulzberger For For
1m Elect Director Jackson Tai For For
1n Elect Director Lance Uggla For For
2 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted given significant concerns regarding COVID-related compensation adjustments. Performance goals were adjusted for the annual incentive and the 2018 closing-cycle performance shares. Both awards would have been originally earned below target, but the modifications resulted in target payouts. Although some investors have expressed a degree of flexibility regarding adjustments to short-term awards, adjustments to closing-cycle equity awards are not viewed as an appropriate reaction to COVID-related disruptions.
3 Ratify PricewaterhouseCoopers LLP as For For Auditors
4 Amend Omnibus Stock Plan For For
5 Amend Non-Employee Director Omnibus For For Stock Plan
6 Eliminate Supermajority Vote Requirement For For
Mitsui O.S.K. Lines, Ltd.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 9104 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mitsui O.S.K. Lines, Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 135
2.1 Elect Director Ikeda, Junichiro For For
2.2 Elect Director Hashimoto, Takeshi For For
2.3 Elect Director Ono, Akihiko For For
2.4 Elect Director Tanaka, Toshiaki For For
2.5 Elect Director Matsuzaka, Kenta For For
2.6 Elect Director Hinoka, Yutaka For For
2.7 Elect Director Fujii, Hideto For For
2.8 Elect Director Katsu, Etsuko For For
2.9 Elect Director Onishi, Masaru For For
3 Appoint Statutory Auditor Kato, Masanori For For
4 Appoint Alternate Statutory Auditor Toda, For For Atsuji
5 Approve Performance Share Plan For For
6 Approve Stock Option Plan For For
MONETA Money Bank, a.s.
Meeting Date: 06/22/2021 Country: Czech Republic Meeting Type: Special Ticker: MONET
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Meeting Procedures For For
2 Elect Meeting Chairman and Other Meeting For For Officials
3 Approve Acquisition of Shares in Air Bank and For Against Czech and Slovak Home Credit
Blended Rationale: A vote AGAINST the proposed transaction is warranted because:- The company appears to be overpaying for assets in a transaction that although not without strategic merit, comes at a hefty price for current shareholders, who will bear substantial dilution;- The question on valuation should be considered in the context of a change in control, as PPF is effectively acquiring a majority stake in Moneta without paying a control premium; and- Considering the company's robust operating performance and standalone guidance, and given that Moneta's share price has underperformed peers and the Index since the unaffected date, there is seemingly limited downside risk for Moneta shares in rejecting the deal. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
MONETA Money Bank, a.s.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Approve Increase in Share Capital via For Against Issuance of Shares without Preemptive Rights
Blended Rationale: A vote AGAINST the proposed transaction is warranted because:- The company appears to be overpaying for assets in a transaction that although not without strategic merit, comes at a hefty price for current shareholders, who will bear substantial dilution;- The question on valuation should be considered in the context of a change in control, as PPF is effectively acquiring a majority stake in Moneta without paying a control premium; and- Considering the company's robust operating performance and standalone guidance, and given that Moneta's share price has underperformed peers and the Index since the unaffected date, there is seemingly limited downside risk for Moneta shares in rejecting the deal.
Nan Ya Plastics Corp.
Meeting Date: 06/22/2021 Country: Taiwan Meeting Type: Annual Ticker: 1303
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements For For
2 Approve Profit Distribution For For
3 Amend Rules and Procedures for Election of For For Directors
4 Approve Amendments to Rules and For For Procedures Regarding Shareholder's General Meeting
5 Approve Release of Restrictions of For For Competitive Activities of Directors
National Atomic Company Kazatomprom JSC
Meeting Date: 06/22/2021 Country: Kazakhstan Meeting Type: Special Ticker: KAP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for GDR Holders
1 Approve Changes to Composition of Board of None For Directors Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
NEC Corp.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 6701
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Endo, Nobuhiro For For
1.2 Elect Director Niino, Takashi For For
1.3 Elect Director Morita, Takayuki For For
1.4 Elect Director Ishiguro, Norihiko For For
1.5 Elect Director Matsukura, Hajime For For
1.6 Elect Director Nishihara, Moto For For
1.7 Elect Director Seto, Kaoru For For
1.8 Elect Director Iki, Noriko For For
1.9 Elect Director Ito, Masatoshi For For
1.10 Elect Director Nakamura, Kuniharu For For
1.11 Elect Director Ota, Jun For For
1.12 Elect Director Christina Ahmadjian For For
2 Appoint Statutory Auditor Odake, Nobuhiro For For
NIDEC Corp.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 6594
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Nagamori, Shigenobu For For
1.2 Elect Director Seki, Jun For For
1.3 Elect Director Sato, Teiichi For For
1.4 Elect Director Shimizu, Osamu For For
2 Approve Trust-Type Equity Compensation For For Plan Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
NIDEC Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Nagamori, Shigenobu For For
1.2 Elect Director Seki, Jun For For
1.3 Elect Director Sato, Teiichi For For
1.4 Elect Director Shimizu, Osamu For For
2 Approve Trust-Type Equity Compensation For For Plan
Nissan Motor Co., Ltd.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 7201
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kimura, Yasushi For For
1.2 Elect Director Jean-Dominique Senard For For
1.3 Elect Director Toyoda, Masakazu For For
1.4 Elect Director Ihara, Keiko For For
1.5 Elect Director Nagai, Moto For For
1.6 Elect Director Bernard Delmas For For
1.7 Elect Director Andrew House For For
1.8 Elect Director Jenifer Rogers For For
1.9 Elect Director Pierre Fleuriot For For
1.10 Elect Director Uchida, Makoto For For
1.11 Elect Director Ashwani Gupta For For
1.12 Elect Director Sakamoto, Hideyuki For For
2 Amend Articles to Disclose Contents of Against Against Capital and Business Alliance Contracts Signed with Shareholders Owning more than One-Third of Voting Rights Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Pegasystems Inc.
Meeting Date: 06/22/2021 Country: USA Meeting Type: Annual Ticker: PEGA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Alan Trefler For For
1.2 Elect Director Peter Gyenes For For
1.3 Elect Director Richard Jones For For
1.4 Elect Director Christopher Lafond For For
1.5 Elect Director Dianne Ledingham For For
1.6 Elect Director Sharon Rowlands For For
1.7 Elect Director Larry Weber For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Adopt Proxy Access Right Against For
Blended Rationale: A vote FOR this non-binding proposal is warranted, as adoption of proxy access will enhance shareholder rights while providing necessary safeguards to the nomination process.
4 Ratify Deloitte & Touche LLP as Auditors For For
Pegatron Corp.
Meeting Date: 06/22/2021 Country: Taiwan Meeting Type: Annual Ticker: 4938
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements
2 Approve Plan on Profit Distribution For For
3 Approve Amendment to Rules and Procedures For For for Election of Directors
PERSOL Holdings Co., Ltd.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 2181 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
PERSOL Holdings Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 13
2 Amend Articles to Clarify Director Authority For For on Board Meetings
3.1 Elect Director Mizuta, Masamichi For For
3.2 Elect Director Wada, Takao For For
3.3 Elect Director Takahashi, Hirotoshi For For
3.4 Elect Director Tamakoshi, Ryosuke For For
3.5 Elect Director Nishiguchi, Naohiro For For
3.6 Elect Director Yamauchi, Masaki For For
4 Elect Director and Audit Committee Member For For Hayashi, Daisuke
5 Elect Alternate Director and Audit Committee For For Member Yamauchi, Masaki
PhosAgro PJSC
Meeting Date: 06/22/2021 Country: Russia Meeting Type: Special Ticker: PHOR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for GDR Holders
1 Approve Interim Dividends of RUB 105 per For For Share for First Quarter of Fiscal 2021
Revolution Medicines, Inc.
Meeting Date: 06/22/2021 Country: USA Meeting Type: Annual Ticker: RVMD Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Revolution Medicines, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Elizabeth McKee Anderson For Withhold
Blended Rationale: WITHHOLD vote are warranted for incumbent directors Elizabeth (Liz) Anderson and Neil Exter given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
1.2 Elect Director Neil Exter For Withhold
Blended Rationale: WITHHOLD vote are warranted for incumbent directors Elizabeth (Liz) Anderson and Neil Exter given the board's failure to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights.
1.3 Elect Director Flavia Borellini For For
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
Santhera Pharmaceuticals Holding AG
Meeting Date: 06/22/2021 Country: Switzerland Meeting Type: Annual Ticker: SANN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2.1 Approve Treatment of Net Loss For For
2.2 Allocate CHF 12 Million from Capital For For Contribution to Free Reserves
3 Approve Remuneration Report For Against
Blended Rationale: A vote AGAINST the remuneration report is warranted because:- The minimum vesting period for stock appreciation rights (SARs) granted to members of the executive management team is less than three years.- Non-executive directors received SARs in FY20.
4.1 Approve Discharge of Board of Directors For For
4.2 Approve Discharge of Senior Management For For
5 Approve Creation of CHF 11.2 Million Pool of For Against Capital without Preemptive Rights
Blended Rationale: A vote AGAINST the proposed authorization is warranted because:- The issuance request would allow for a capital increase without preemptive rights for up to 39.1 percent of the issued share capital.- The company failed to provide a compelling rationale. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Santhera Pharmaceuticals Holding AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6.1 Approve Extension and Increase in Authorized For Against Capital to CHF 10.2 Million without Preemptive Rights
Blended Rationale: A vote AGAINST the proposed authorization is warranted because the issuance requests under Items 6.1-7.2, when combined, would allow for a capital increase without preemptive rights for up to 100 percent of the issued share capital subject to the approval of Item 5.
6.2 Approve Additional CHF 5.6 Million Authorized For Against Share Capital Increase without Preemptive Rights
Blended Rationale: A vote AGAINST the proposed authorization is warranted because the issuance requests under Items 6.1-7.2, when combined, would allow for a capital increase without preemptive rights for up to 100 percent of the issued share capital subject to the approval of Item 5.
7.1 Approve CHF 649,285 Conditional Capital For Against Increase for Financings, Mergers and Acquisitions
Blended Rationale: A vote AGAINST the proposed authorization is warranted because the issuance requests under Items 6.1-7.2, when combined, would allow for a capital increase without preemptive rights for up to 100 percent of the issued share capital subject to the approval of Item 5.
7.2 Approve Creation of Additional CHF 5.6 For Against Million Pool of Conditional Capital for Financings, Mergers and Acquisitions
Blended Rationale: A vote AGAINST the proposed authorization is warranted because the issuance requests under Items 6.1-7.2, when combined, would allow for a capital increase without preemptive rights for up to 100 percent of the issued share capital subject to the approval of Item 5.
8 Approve Increase in Conditional Capital Pool For Against to CHF 5.6 Million for the Issuance of Employee Participation Rights
Blended Rationale: A vote AGAINST this resolution is warranted because:- Total potential dilution exceeds 10 percent.- There is insufficient information on applicable performance criteria.- The conditional capital pool is reserved for a special one-time grant which goes against market practice.
9.1 Reelect Elmar Schnee as Director For Against
Blended Rationale: Votes AGAINST Elmar Schnee to the board and chair position are warranted because he holds an excessive number of mandates at listed companies and because there are currently no female directors on the board.
9.2 Reelect Philipp Gutzwiller as Director For For
9.3 Reelect Thomas Meier as Director For For
9.4 Reelect Patrick Vink as Director For For
9.5 Reelect Elmar Schnee as Board Chairman For Against
Blended Rationale: Votes AGAINST Elmar Schnee to the board and chair position are warranted because he holds an excessive number of mandates at listed companies and because there are currently no female directors on the board.
10.1 Reappoint Elmar Schnee as Member of the For Against Compensation Committee
Blended Rationale: A vote AGAINST Elmar Schnee is warranted because his election to the board does not warrant support.
10.2 Reappoint Patrick Vink as Member of the For For Compensation Committee Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Santhera Pharmaceuticals Holding AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11.1 Approve Ordinary Remuneration of Directors For For in the Amount of CHF 625,000
11.2 Approve Extraordinary Remuneration of For For Directors in the Amount of CHF 400,000
12.1 Approve Fixed Remuneration of Executive For For Committee in the Amount of CHF 4.1 Million
12.2 Approve Variable Remuneration of Executive For For Committee in the Amount of CHF 1.6 Million
13 Ratify Ernst & Young AG as Auditors For For
14 Designate Balthasar Settelen as Independent For For Proxy
15 Transact Other Business (Voting) For Against
Blended Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Sanwa Holdings Corp.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 5929
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 17
2.1 Elect Director Takayama, Toshitaka For For
2.2 Elect Director Takayama, Yasushi For For
2.3 Elect Director Fujisawa, Hiroatsu For For
2.4 Elect Director Yamazaki, Hiroyuki For For
2.5 Elect Director Takayama, Meiji For For
2.6 Elect Director Yokota, Masanaka For For
3 Approve Fixed Cash Compensation Ceiling For For and Performance-Based Cash Compensation Ceiling for Directors Who Are Not Audit Committee Members and Restricted Stock Plan Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sanwa Holdings Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 17
2.1 Elect Director Takayama, Toshitaka For For
2.2 Elect Director Takayama, Yasushi For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.3 Elect Director Fujisawa, Hiroatsu For For
2.4 Elect Director Yamazaki, Hiroyuki For For
2.5 Elect Director Takayama, Meiji For For
2.6 Elect Director Yokota, Masanaka For For
3 Approve Fixed Cash Compensation Ceiling For For and Performance-Based Cash Compensation Ceiling for Directors Who Are Not Audit Committee Members and Restricted Stock Plan
Seibu Holdings, Inc.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 9024
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Ogawa, Shuichiro For For
1.2 Elect Director Oya, Eiko For For
1.3 Elect Director Goto, Keiji For For
1.4 Elect Director Arima, Atsumi For For
2 Appoint Statutory Auditor Nakamura, Hitoshi For For
Shionogi & Co., Ltd.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 4507 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Shionogi & Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 55
2.1 Elect Director Teshirogi, Isao For For
2.2 Elect Director Sawada, Takuko For For
2.3 Elect Director Ando, Keiichi For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
2.4 Elect Director Ozaki, Hiroshi For For
2.5 Elect Director Takatsuki, Fumi For For
3 Appoint Statutory Auditor Fujiwara, Takaoki For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 55
2.1 Elect Director Teshirogi, Isao For For
2.2 Elect Director Sawada, Takuko For For
2.3 Elect Director Ando, Keiichi For For
2.4 Elect Director Ozaki, Hiroshi For For
2.5 Elect Director Takatsuki, Fumi For For
3 Appoint Statutory Auditor Fujiwara, Takaoki For For
SoftBank Corp.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 9434
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Articles to Allow Virtual Only For Against Shareholder Meetings Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SoftBank Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Blended Rationale: A vote AGAINST this proposal is warranted because:- Japanese companies are able to hold virtual meetings using temporary regulatory relief (without amending articles) for two years, but the passage of this proposal will authorize the company to hold virtual meetings permanently, without further need to consult shareholders, even after the current health crisis is resolved.- The proposed language fails to specify situations under which virtual meetings will be held, raising concerns that meaningful exchange between the company and shareholders could be hindered, especially in controversial situations such as when shareholder proposals are submitted, a proxy fight is waged, or a corporate scandal occurs.
2.1 Elect Director Miyauchi, Ken For For
2.2 Elect Director Miyakawa, Junichi For For
2.3 Elect Director Shimba, Jun For For
2.4 Elect Director Imai, Yasuyuki For For
2.5 Elect Director Fujihara, Kazuhiko For For
2.6 Elect Director Son, Masayoshi For For
2.7 Elect Director Kawabe, Kentaro For For
2.8 Elect Director Horiba, Atsushi For For
2.9 Elect Director Kamigama, Takehiro For For
2.10 Elect Director Oki, Kazuaki For For
2.11 Elect Director Uemura, Kyoko For For
2.12 Elect Director Hishiyama, Reiko For For
2.13 Elect Director Koshi, Naomi For For
3 Approve Cash Compensation Ceiling for For For Directors, Restricted Stock Plan and Stock Option Plan
Sony Group Corp.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 6758
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Yoshida, Kenichiro For For
1.2 Elect Director Totoki, Hiroki For For
1.3 Elect Director Sumi, Shuzo For For
1.4 Elect Director Tim Schaaff For For
1.5 Elect Director Oka, Toshiko For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sony Group Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.6 Elect Director Akiyama, Sakie For For
1.7 Elect Director Wendy Becker For For
1.8 Elect Director Hatanaka, Yoshihiko For For
1.9 Elect Director Adam Crozier For For
1.10 Elect Director Kishigami, Keiko For For
1.11 Elect Director Joseph A. Kraft Jr For For
2 Approve Stock Option Plan For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Yoshida, Kenichiro For For
1.2 Elect Director Totoki, Hiroki For For
1.3 Elect Director Sumi, Shuzo For For
1.4 Elect Director Tim Schaaff For For
1.5 Elect Director Oka, Toshiko For For
1.6 Elect Director Akiyama, Sakie For For
1.7 Elect Director Wendy Becker For For
1.8 Elect Director Hatanaka, Yoshihiko For For
1.9 Elect Director Adam Crozier For For
1.10 Elect Director Kishigami, Keiko For For
1.11 Elect Director Joseph A. Kraft Jr For For
2 Approve Stock Option Plan For For
Terumo Corp.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 4543
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 15 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Terumo Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.1 Elect Director Mimura, Takayoshi For For
2.2 Elect Director Sato, Shinjiro For For
2.3 Elect Director Takagi, Toshiaki For For
2.4 Elect Director Hatano, Shoji For For
2.5 Elect Director Nishikawa, Kyo For For
2.6 Elect Director Kuroda, Yukiko For For
2.7 Elect Director Nishi, Hidenori For For
2.8 Elect Director Ozawa, Keiya For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
3.1 Elect Director and Audit Committee Member For For Shibazaki, Takanori
3.2 Elect Director and Audit Committee Member For For Nakamura, Masaichi
3.3 Elect Director and Audit Committee Member For For Uno, Soichiro
4 Elect Alternate Director and Audit Committee For For Member Sakaguchi, Koichi
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 15
2.1 Elect Director Mimura, Takayoshi For For
2.2 Elect Director Sato, Shinjiro For For
2.3 Elect Director Takagi, Toshiaki For For
2.4 Elect Director Hatano, Shoji For For
2.5 Elect Director Nishikawa, Kyo For For
2.6 Elect Director Kuroda, Yukiko For For
2.7 Elect Director Nishi, Hidenori For For
2.8 Elect Director Ozawa, Keiya For For
3.1 Elect Director and Audit Committee Member For For Shibazaki, Takanori
3.2 Elect Director and Audit Committee Member For For Nakamura, Masaichi Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Terumo Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.3 Elect Director and Audit Committee Member For For Uno, Soichiro
4 Elect Alternate Director and Audit Committee For For Member Sakaguchi, Koichi
Toray Industries, Inc.
Meeting Date: 06/22/2021 Country: Japan Meeting Type: Annual Ticker: 3402
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 4.5
2 Elect Director Suga, Yasuo For For
3 Appoint Statutory Auditor Tanaka, Yoshiyuki For For
4 Approve Annual Bonus For For
Vivendi SE
Meeting Date: 06/22/2021 Country: France Meeting Type: Annual/Special Ticker: VIV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Ordinary Business
1 Approve Financial Statements and Statutory For For Reports
2 Approve Consolidated Financial Statements For For and Statutory Reports
3 Approve Auditors' Special Report on For For Related-Party Transactions Mentioning the Absence of New Transactions
4 Approve Allocation of Income and Dividends For For of EUR 0.60 per Share Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Vivendi SE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Advisory Vote on Exceptional Distribution For For Project in kind of a Majority of the Capital of Universal Music Group N.V. to the Shareholders of Vivendi SE
6 Exceptional Distribution in kind of Shares of For For Universal Music Group N.V. to the Shareholders of Vivendi SE
7 Approve Compensation Report For Against
Blended Rationale: A vote AGAINST this remuneration report is warranted because:- The board responsiveness to minority shareholders' dissent is limited; and- Vincent Bollore remains a censor maintaining an employment contract as advisor of the management board chairman including a remuneration package equivalent to management board members.
8 Approve Compensation of Yannick Bollore, For Against Chairman of the Supervisory Board
Blended Rationale: A vote AGAINST this remuneration report is warranted. Yannick Bollore is considered as an executive of the group by Sustainability Advisory Services due to the level and structure of his remuneration, which are comparable to those of Vivendi's management board members. His remuneration report falls short of good market practice because notably as:- Information on his short-term variable remuneration as chairman and CEO of Havas is very limited; and- Yannick Bollore received performance shares while he serves as supervisory board chairman of the company. This type of remuneration for a supervisory board chairman is a highly uncommon practice with unclear added value for shareholders.
9 Approve Compensation of Arnaud de For Against Puyfontaine, Chairman of the Management Board
Blended Rationale: Votes AGAINST these remuneration reports are warranted because:- Variable pay features were paid under unachieved performance conditions;- The disclosure of the levels of achievement of qualitative criteria attached to the bonus is limited;- The granted LTIP allows for partial compensatory effects between criteria; and- It is impossible to assess the stringency of performance conditions attached to the LTIP granted in 2020In addition, votes AGAINST Items 10-11 (Gilles Alix and Cedric de Bailliencourt) are warranted because:- The remunerations that they receive as executives of the Bollore Group, main shareholder of Vivendi, create important conflict of interests. These are neither properly tackled by the company’s procedures nor likely to be balanced out by the remunerations that they receive at Vivendi; and- Given their executive functions in another listed group, the company failed to properly demonstrate the link between the activities carried out for Vivendi and the remunerations paid by Vivendi;
10 Approve Compensation of Gilles Alix, For Against Management Board Member
Blended Rationale: Votes AGAINST these remuneration reports are warranted because:- Variable pay features were paid under unachieved performance conditions;- The disclosure of the levels of achievement of qualitative criteria attached to the bonus is limited;- The granted LTIP allows for partial compensatory effects between criteria; and- It is impossible to assess the stringency of performance conditions attached to the LTIP granted in 2020In addition, votes AGAINST Items 10-11 (Gilles Alix and Cedric de Bailliencourt) are warranted because:- The remunerations that they receive as executives of the Bollore Group, main shareholder of Vivendi, create important conflict of interests. These are neither properly tackled by the company’s procedures nor likely to be balanced out by the remunerations that they receive at Vivendi; and- Given their executive functions in another listed group, the company failed to properly demonstrate the link between the activities carried out for Vivendi and the remunerations paid by Vivendi; Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Vivendi SE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11 Approve Compensation of Cedric de For Against Bailliencourt, Management Board Member
Blended Rationale: Votes AGAINST these remuneration reports are warranted because:- Variable pay features were paid under unachieved performance conditions;- The disclosure of the levels of achievement of qualitative criteria attached to the bonus is limited;- The granted LTIP allows for partial compensatory effects between criteria; and- It is impossible to assess the stringency of performance conditions attached to the LTIP granted in 2020In addition, votes AGAINST Items 10-11 (Gilles Alix and Cedric de Bailliencourt) are warranted because:- The remunerations that they receive as executives of the Bollore Group, main shareholder of Vivendi, create important conflict of interests. These are neither properly tackled by the company’s procedures nor likely to be balanced out by the remunerations that they receive at Vivendi; and- Given their executive functions in another listed group, the company failed to properly demonstrate the link between the activities carried out for Vivendi and the remunerations paid by Vivendi;
12 Approve Compensation of Frederic Crepin, For Against Management Board Member
Blended Rationale: Votes AGAINST these remuneration reports are warranted because:- Variable pay features were paid under unachieved performance conditions;- The disclosure of the levels of achievement of qualitative criteria attached to the bonus is limited;- The granted LTIP allows for partial compensatory effects between criteria; and- It is impossible to assess the stringency of performance conditions attached to the LTIP granted in 2020In addition, votes AGAINST Items 10-11 (Gilles Alix and Cedric de Bailliencourt) are warranted because:- The remunerations that they receive as executives of the Bollore Group, main shareholder of Vivendi, create important conflict of interests. These are neither properly tackled by the company’s procedures nor likely to be balanced out by the remunerations that they receive at Vivendi; and- Given their executive functions in another listed group, the company failed to properly demonstrate the link between the activities carried out for Vivendi and the remunerations paid by Vivendi;
13 Approve Compensation of Simon Gillham, For Against Management Board Member
Blended Rationale: Votes AGAINST these remuneration reports are warranted because:- Variable pay features were paid under unachieved performance conditions;- The disclosure of the levels of achievement of qualitative criteria attached to the bonus is limited;- The granted LTIP allows for partial compensatory effects between criteria; and- It is impossible to assess the stringency of performance conditions attached to the LTIP granted in 2020In addition, votes AGAINST Items 10-11 (Gilles Alix and Cedric de Bailliencourt) are warranted because:- The remunerations that they receive as executives of the Bollore Group, main shareholder of Vivendi, create important conflict of interests. These are neither properly tackled by the company’s procedures nor likely to be balanced out by the remunerations that they receive at Vivendi; and- Given their executive functions in another listed group, the company failed to properly demonstrate the link between the activities carried out for Vivendi and the remunerations paid by Vivendi;
14 Approve Compensation of Herve Philippe, For Against Management Board Member
Blended Rationale: Votes AGAINST these remuneration reports are warranted because:- Variable pay features were paid under unachieved performance conditions;- The disclosure of the levels of achievement of qualitative criteria attached to the bonus is limited;- The granted LTIP allows for partial compensatory effects between criteria; and- It is impossible to assess the stringency of performance conditions attached to the LTIP granted in 2020In addition, votes AGAINST Items 10-11 (Gilles Alix and Cedric de Bailliencourt) are warranted because:- The remunerations that they receive as executives of the Bollore Group, main shareholder of Vivendi, create important conflict of interests. These are neither properly tackled by the company’s procedures nor likely to be balanced out by the remunerations that they receive at Vivendi; and- Given their executive functions in another listed group, the company failed to properly demonstrate the link between the activities carried out for Vivendi and the remunerations paid by Vivendi; Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Vivendi SE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
15 Approve Compensation of Stephane Roussel, For Against Management Board Member
Blended Rationale: Votes AGAINST these remuneration reports are warranted because:- Variable pay features were paid under unachieved performance conditions;- The disclosure of the levels of achievement of qualitative criteria attached to the bonus is limited;- The granted LTIP allows for partial compensatory effects between criteria; and- It is impossible to assess the stringency of performance conditions attached to the LTIP granted in 2020In addition, votes AGAINST Items 10-11 (Gilles Alix and Cedric de Bailliencourt) are warranted because:- The remunerations that they receive as executives of the Bollore Group, main shareholder of Vivendi, create important conflict of interests. These are neither properly tackled by the company’s procedures nor likely to be balanced out by the remunerations that they receive at Vivendi; and- Given their executive functions in another listed group, the company failed to properly demonstrate the link between the activities carried out for Vivendi and the remunerations paid by Vivendi;
16 Approve Remuneration Policy of Supervisory For Against Board Members and Chairman
Blended Rationale: A vote AGAINST this remuneration policy is warranted because of:- The lack of transparency on the remuneration of the chairman of the supervisory board, who is also an executive of a subsidiary; and- The possible grants of performance shares to non-executive members of the supervisory board
17 Approve Remuneration Policy of Chairman of For Against the Management Board
Blended Rationale: Votes AGAINST these remuneration policies are warranted because:- The proposed increases in salary for Mr. de Puyfontaine and Mr. Alix lack rationale;- The remunerations that Mr. de Bailliencourt receives as executives of the Bollore Group, main shareholder of Vivendi, creates an important conflict of interest, which is not properly tackled by the company’s procedures;- The derogation policy is deemed too large and vague;- The stringency of the performance conditions attached to the LTIP cannot be assessed; and- The exceptional payment proposed appears advantageous compared to the LTIP it would replace.
18 Approve Remuneration Policy of Management For Against Board Members
Blended Rationale: Votes AGAINST these remuneration policies are warranted because:- The proposed increases in salary for Mr. de Puyfontaine and Mr. Alix lack rationale;- The remunerations that Mr. de Bailliencourt receives as executives of the Bollore Group, main shareholder of Vivendi, creates an important conflict of interest, which is not properly tackled by the company’s procedures;- The derogation policy is deemed too large and vague;- The stringency of the performance conditions attached to the LTIP cannot be assessed; and- The exceptional payment proposed appears advantageous compared to the LTIP it would replace.
19 Reelect Veronique Driot-Argentin as For For Supervisory Board Member
20 Reelect Sandrine Le Bihan as Representative For For of Employee Shareholders to the Board
21 Authorize Repurchase of Up to 10 Percent of For For Issued Share Capital
Extraordinary Business
22 Authorize Decrease in Share Capital via For For Cancellation of Repurchased Shares
23 Authorize Specific Buyback Program and For Against Cancellation of Repurchased Share
Blended Rationale: A vote AGAINST this proposal is warranted because the company failed to demonstrate that this buyback program is in shareholders' interests. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Vivendi SE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
24 Authorize Issuance of Equity or Equity-Linked For For Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 655 Million
Blended Rationale: A vote AGAINST Item 24 is warranted as the possibility of use during a takeover period is not excluded.
25 Authorize Capitalization of Reserves of Up to For For EUR 327,5 Million for Bonus Issue or Increase in Par Value
26 Authorize Capital Increase of up to 5 Percent For For of Issued Capital for Contributions in Kind
27 Authorize up to 1 Percent of Issued Capital For For for Use in Restricted Stock Plans
28 Authorize Capital Issuances for Use in For For Employee Stock Purchase Plans
29 Authorize Capital Issuances for Use in For For Employee Stock Purchase Plans for Employees of International Subsidiaries
30 Authorize Filing of Required Documents/Other For For Formalities
Vocus Group Ltd.
Meeting Date: 06/22/2021 Country: Australia Meeting Type: Court Ticker: VOC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Court-Ordered Meeting
1 Approve Scheme of Arrangement in Relation For For to the Proposed Acquisition of the Company by Voyage Australia Pty Limited
Wal-Mart de Mexico SAB de CV
Meeting Date: 06/22/2021 Country: Mexico Meeting Type: Extraordinary Ticker: WALMEX Shareholders Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Wal-Mart de Mexico SAB de CV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Article 3 Re: Corporate Purpose For For
2 Approve Report and Resolutions Re: For Against Employee Stock Purchase Plan
Blended Rationale: A vote AGAINST this item is warranted because lack of disclosure regarding the key terms of the proposed equity compensation plan prevents international institutional shareholders from fully assessing whether the plan adequately aligns the interest of its beneficiaries and shareholders.
3 Authorize Board to Ratify and Execute For For Approved Resolutions
Zueblin Immobilien Holding AG
Meeting Date: 06/22/2021 Country: Switzerland Meeting Type: Annual Ticker: ZUBN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Accept Financial Statements and Statutory For For Reports
1.2 Approve Remuneration Report (Non-Binding) For For
2 Approve Treatment of Net Loss For For
3 Approve Dividends of CHF 1.00 per Share For For from Capital Contribution Reserves
4 Approve Discharge of Board and Senior For For Management
5.1.1 Reelect Wolfgang Zuercher as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Wolfgang Zuercher are warranted for lack of gender diversity on the board.
5.1.2 Reelect Vladislav Osipov as Director For Against
Blended Rationale: A vote AGAINST non-independent director is warranted since the board is less than 1/3 independent.
5.1.3 Reelect David Schaerli as Director For Against
Blended Rationale: A vote AGAINST non-independent director is warranted since the board is less than 1/3 independent.
5.1.4 Reelect Markus Wesnitzer as Director For Against
Blended Rationale: A vote AGAINST non-independent director is warranted since the board is less than 1/3 independent. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Zueblin Immobilien Holding AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5.2 Elect Wolfgang Zuercher as Board Chairman For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Wolfgang Zuercher are warranted for lack of gender diversity on the board.
5.3.1 Reappoint Wolfgang Zuercher as Member of For Against the Compensation Committee
Blended Rationale: Votes AGAINST all committee nominees are warranted because their elections to the board do not warrant support.
5.3.2 Reappoint Vladislav Osipov as Member of the For Against Compensation Committee
Blended Rationale: Votes AGAINST all committee nominees are warranted because their elections to the board do not warrant support.
5.3.3 Reappoint Markus Wesnitzer as Member of For Against the Compensation Committee
Blended Rationale: Votes AGAINST all committee nominees are warranted because their elections to the board do not warrant support.
5.3.4 Reappoint David Schaerli as Member of the For Against Compensation Committee
Blended Rationale: Votes AGAINST all committee nominees are warranted because their elections to the board do not warrant support.
5.4 Designate Adtrexa AG as Independent Proxy For For
5.5 Ratify PriceWaterhouseCoopers AG as For For Auditors
6 Approve Creation of CHF 37.3 Million Pool of For Against Capital without Preemptive Rights
Blended Rationale: A vote AGAINST the proposed authorization is warranted because:- The issuance request would allow for a capital increase without preemptive rights for up to 50 percent of the issued share capital.
7.1 Approve Remuneration of Directors in the For For Amount of CHF 400,000
7.2 Approve Remuneration of Executive For For Committee in the Amount of CHF 600,000
8 Transact Other Business (Voting) For Against
Blended Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
ACOM Co., Ltd.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 8572 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
ACOM Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 3
2.1 Elect Director Kinoshita, Shigeyoshi For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- Top management bears responsibility for the firm's board composition at the company with an audit committee structure which will not include at least one-third outsiders.- Top management should be held responsible for the board composition at the controlled company, which will not have at least two independent directors and board independence of at least one-third.- The nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.2 Elect Director Kinoshita, Masataka For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- Top management bears responsibility for the firm's board composition at the company with an audit committee structure which will not include at least one-third outsiders.- Top management should be held responsible for the board composition at the controlled company, which will not have at least two independent directors and board independence of at least one-third.- The nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.3 Elect Director Uchida, Tomomi For For
2.4 Elect Director Kiribuchi, Takashi For For
2.5 Elect Director Naruse, Hiroshi For For
2.6 Elect Director Osawa, Masakazu For For
3.1 Elect Director and Audit Committee Member For For Fukumoto, Kazuo
3.2 Elect Director and Audit Committee Member For For Ishikawa, Masahide
3.3 Elect Director and Audit Committee Member For Against Akiyama, Takuji
Blended Rationale: A vote AGAINST this director nominee is warranted because:- This outside director candidate who will be an audit committee member lacks independence.
4 Elect Alternate Director and Audit Committee For For Member Shimbo, Hitoshi
Advantest Corp.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 6857
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Yoshida, Yoshiaki For For
1.2 Elect Director Karatsu, Osamu For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Advantest Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.3 Elect Director Urabe, Toshimitsu For For
1.4 Elect Director Nicholas Benes For For
1.5 Elect Director Tsukakoshi, Soichi For For
1.6 Elect Director Fujita, Atsushi For For
1.7 Elect Director Tsukui, Koichi For For
1.8 Elect Director Douglas Lefever For For
2.1 Elect Director and Audit Committee Member For For Kurita, Yuichi
2.2 Elect Director and Audit Committee Member For For Namba, Koichi
3 Elect Alternate Director and Audit Committee For For Member Karatsu, Osamu
4 Approve Compensation Ceiling for Directors For For Who Are Not Audit Committee Members
5 Approve Performance Share Plan and For For Restricted Stock Plan
Ajinomoto Co., Inc.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 2802
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 26
2 Amend Articles to Adopt Board Structure with For For Three Committees - Amend Provisions on Number of Directors - Reduce Directors' Term - Clarify Director Authority on Board Meetings - Authorize Board to Determine Income Allocation
3.1 Elect Director Nishii, Takaaki For For
3.2 Elect Director Fukushi, Hiroshi For For
3.3 Elect Director Tochio, Masaya For For
3.4 Elect Director Nosaka, Chiaki For For
3.5 Elect Director Kurashima, Kaoru For For
3.6 Elect Director Nawa, Takashi For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Ajinomoto Co., Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.7 Elect Director Iwata, Kimie For For
3.8 Elect Director Toki, Atsushi For For
3.9 Elect Director Amano, Hideki For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- The board after this meeting will not be majority independent and this outside director nominee lacks independence.
3.10 Elect Director Indo, Mami For For
3.11 Elect Director Nakayama, Joji For For
Beijing Capital International Airport Company Limited
Meeting Date: 06/23/2021 Country: China Meeting Type: Annual Ticker: 694
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Report of the Board of Directors For For
2 Approve Report of the Supervisory Committee For For
3 Approve Audited Financial Statements and For For Independent Auditors' Report
4 Approve Profit Distribution Proposal For For
5 Approve PricewaterhouseCoopers Zhong Tian For For LLP as PRC Auditor and PricewaterhouseCoopers as International Auditor and Authorize Board to Fix Their Remuneration
BlackBerry Limited
Meeting Date: 06/23/2021 Country: Canada Meeting Type: Annual Ticker: BB
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director John Chen For For
Blended Rationale: A vote FOR the director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
BlackBerry Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Michael A. Daniels For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.3 Elect Director Timothy Dattels For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.4 Elect Director Lisa Disbrow For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.5 Elect Director Richard Lynch For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.6 Elect Director Laurie Smaldone Alsup For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.7 Elect Director Barbara Stymiest For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.8 Elect Director V. Prem Watsa For For
Blended Rationale: A vote FOR the director nominees is warranted.
1.9 Elect Director Wayne Wouters For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Approve PricewaterhouseCoopers LLP as For For Auditors and Authorize Board to Fix Their Remuneration
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. The CEO's salary and bonus have guaranteed minimum levels, each of which exceeds the median in the company's peer group, which itself contains several significantly larger firms. Annual incentives for other NEOs primarily depend on objective metrics; however, no target goals are disclosed, precluding an informed assessment of pay and performance linkage. Further, while the equity awards for non-CEO executives were half performance conditioned, the target goal is also undisclosed, the PSUs are earned based on a single year's performance, and the incoming president's grants were substantial in magnitude. Lastly, the committee modified LTI PSUs that had been granted in September 2019 in response to COVID-related impacts.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director John Chen For For
1.2 Elect Director Michael A. Daniels For For
1.3 Elect Director Timothy Dattels For For
1.4 Elect Director Lisa Disbrow For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
BlackBerry Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.5 Elect Director Richard Lynch For For
1.6 Elect Director Laurie Smaldone Alsup For For
1.7 Elect Director Barbara Stymiest For For
1.8 Elect Director V. Prem Watsa For For
1.9 Elect Director Wayne Wouters For For
2 Approve PricewaterhouseCoopers LLP as For For Auditors and Authorize Board to Fix Their Remuneration
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. The CEO's salary and bonus have guaranteed minimum levels, each of which exceeds the median in the company's peer group, which itself contains several significantly larger firms. Annual incentives for other NEOs primarily depend on objective metrics; however, no target goals are disclosed, precluding an informed assessment of pay and performance linkage. Further, while the equity awards for non-CEO executives were half performance conditioned, the target goal is also undisclosed, the PSUs are earned based on a single year's performance, and the incoming president's grants were substantial in magnitude. Lastly, the committee modified LTI PSUs that had been granted in September 2019 in response to COVID-related impacts.
Brother Industries, Ltd.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 6448
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Koike, Toshikazu For For
1.2 Elect Director Sasaki, Ichiro For For
1.3 Elect Director Ishiguro, Tadashi For For
1.4 Elect Director Tada, Yuichi For For
1.5 Elect Director Ikeda, Kazufumi For For
1.6 Elect Director Kuwabara, Satoru For For
1.7 Elect Director Takeuchi, Keisuke For For
1.8 Elect Director Shirai, Aya For For
1.9 Elect Director Uchida, Kazunari For For
1.10 Elect Director Hidaka, Naoki For For
1.11 Elect Director Miyaki, Masahiko For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Brother Industries, Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve Annual Bonus For For
3 Approve Deep Discount Stock Option Plan For For
CALBEE, Inc.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 2229
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 50
2.1 Elect Director Ito, Shuji For For
2.2 Elect Director Ehara, Makoto For For
2.3 Elect Director Kikuchi, Koichi For For
2.4 Elect Director Mogi, Yuzaburo For For
2.5 Elect Director Takahara, Takahisa For For
2.6 Elect Director Fukushima, Atsuko For For
2.7 Elect Director Miyauchi, Yoshihiko For For
2.8 Elect Director Sylvia Dong For For
3 Appoint Alternate Statutory Auditor Mataichi, For For Yoshio
4 Approve Annual Bonus For For
Central Japan Railway Co.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 9022
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 65 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Daiwa Securities Group Inc.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 8601
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Hibino, Takashi For For
1.2 Elect Director Nakata, Seiji For For
1.3 Elect Director Matsui, Toshihiro For For
1.4 Elect Director Tashiro, Keiko For For
1.5 Elect Director Ogino, Akihiko For For
1.6 Elect Director Hanaoka, Sachiko For For
1.7 Elect Director Kawashima, Hiromasa For For
1.8 Elect Director Ogasawara, Michiaki For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- The board after this meeting will not be majority independent and this outside director nominee lacks independence.
1.9 Elect Director Takeuchi, Hirotaka For For
1.10 Elect Director Nishikawa, Ikuo For For
1.11 Elect Director Kawai, Eriko For For
1.12 Elect Director Nishikawa, Katsuyuki For For
1.13 Elect Director Iwamoto, Toshio For For
1.14 Elect Director Murakami, Yumiko For For
Deciphera Pharmaceuticals, Inc.
Meeting Date: 06/23/2021 Country: USA Meeting Type: Annual Ticker: DCPH
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director James A. Bristol For Withhold
Blended Rationale: WITHHOLD votes are warranted for James (Jim) Bristol, Frank Friedman, and Ron Squarer given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.WITHHOLD votes are further warranted for Nominating and Corporate Governance Committee members Bristol and Friedman due to the board's adoption of an unduly restrictive federal forum selection provision, which has not been submitted to a shareholder vote. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Deciphera Pharmaceuticals, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Frank S. Friedman For Withhold
Blended Rationale: WITHHOLD votes are warranted for James (Jim) Bristol, Frank Friedman, and Ron Squarer given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.WITHHOLD votes are further warranted for Nominating and Corporate Governance Committee members Bristol and Friedman due to the board's adoption of an unduly restrictive federal forum selection provision, which has not been submitted to a shareholder vote.
1.3 Elect Director Ron Squarer For Withhold
Blended Rationale: WITHHOLD votes are warranted for James (Jim) Bristol, Frank Friedman, and Ron Squarer given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year
4 Ratify PricewaterhouseCoopers LLP as For For Auditors
Equity Commonwealth
Meeting Date: 06/23/2021 Country: USA Meeting Type: Annual Ticker: EQC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Sam Zell For For
1.2 Elect Director Ellen-Blair Chube For For
1.3 Elect Director Martin L. Edelman For For
1.4 Elect Director David A. Helfand For For
1.5 Elect Director Peter Linneman For For
1.6 Elect Director Mary Jane Robertson For For
1.7 Elect Director Gerald A. Spector For For
Blended Rationale: WITHHOLD votes for compensation committee member Gerald Spector are warranted in his capacity as a member of the committee responsible for reviewing director pay arrangements. The committee awarded a sizable performance-based retention award to the non-executive board chairman.
1.8 Elect Director James A. Star For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Far EasTone Telecommunications Co., Ltd.
Meeting Date: 06/23/2021 Country: Taiwan Meeting Type: Annual Ticker: 4904
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements For For
2 Approve Profit Distribution For For
3 Approve Cash Distribution from Capital For For Reserve
4 Approve Amendments to Articles of For For Association
ELECT NON-INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
5.1 Elect Douglas Hsu, a Representative of Yuan None For Ding Investment Co., Ltd., with SHAREHOLDER NO.0000001, as Non-Independent Director
5.2 Elect Peter Hsu, a Representative of Yuan None Against Ding Investment Co., Ltd., with SHAREHOLDER NO.0000001, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 5.2-5.8 is warranted because the independence level will be 18.18 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.3 Elect Jan Nilsson, a Representative of Yuan None Against Ding Investment Co., Ltd., with SHAREHOLDER NO.0000001, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 5.2-5.8 is warranted because the independence level will be 18.18 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.4 Elect Champion Lee, a Representative of Yuan None Against Ding Co., Ltd., with SHAREHOLDER NO.0017366, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 5.2-5.8 is warranted because the independence level will be 18.18 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.5 Elect Jeff Hsu, a Representative of Yuan Ding None Against Co., Ltd., with SHAREHOLDER NO.0017366, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 5.2-5.8 is warranted because the independence level will be 18.18 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third. 5.1 is warranted given his removal would be expected to have material negative impacts on shareholder value. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Far EasTone Telecommunications Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5.6 Elect Toon Lim, a Representative of Ding None Against Yuan International Investment Co., Ltd., with SHAREHOLDER NO.0001212, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 5.2-5.8 is warranted because the independence level will be 18.18 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.7 Elect Nobutaka Kurata, a Representative of None Against U-Ming Marine Transport Corp., with SHAREHOLDER NO.0051567, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 5.2-5.8 is warranted because the independence level will be 18.18 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.8 Elect Bonnie Peng, a Representative of Asia None Against Investment Corp., with SHAREHOLDER NO.0015088, as Non-Independent Director
Blended Rationale: A vote AGAINST the non-independent director nominees under Items 5.2-5.8 is warranted because the independence level will be 18.18 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
ELECT INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
5.9 Elect Lawrence Juen-Yee LAU, with ID None Against NO.1944121XXX, as Independent Director
Blended Rationale: A vote AGAINST independent director candidate Lawrence Juen-Yee Lau under Item 5.9 is warranted since he is anon-independent non-executive director under Sustainability Advisory Services' classification although he is considered by the company as independent director.
5.10 Elect Jyuo-Min Shyu, with ID None For NO.F102333XXX, as Independent Director
5.11 Elect Ta-Sung Lee, with ID NO.F120669XXX, None For as Independent Director
6 Approve to Release the Non-competition For Against Restriction on Directors in Accordance with Article 209 of the Company Law
Blended Rationale: A vote AGAINST is warranted because the election of the directors in question do not warrant shareholder support.
Formosa Plastics Corp.
Meeting Date: 06/23/2021 Country: Taiwan Meeting Type: Annual Ticker: 1301
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Formosa Plastics Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve Profit Distribution For For
3 Approve Amendment to Rules and Procedures For For for Election of Directors
4 Approve Amendments to Rules and For For Procedures Regarding Shareholders' General Meeting
ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
5.1 Elect Jason Lin, with Shareholder No. For For D100660XXX, as Non-independent Director
5.2 Elect William Wong, a Representative of For Against Formosa Chemicals & Fibre Corporation with Shareholder No. 6400, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.11 is warranted because the independence level will be 26.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.3 Elect Susan Wang, a Representative of Nanya For Against Plastics Corporation with Shareholder No. 6145, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.11 is warranted because the independence level will be 26.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.4 Elect Wilfred Wang, a Representative of For Against Formosa Petrochemical Corporation with Shareholder No. 558432, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.11 is warranted because the independence level will be 26.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.5 Elect C.T. Lee, with Shareholder No. 6190, as For Against Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.11 is warranted because the independence level will be 26.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.6 Elect Cher Wang, with Shareholder No. For Against 771725, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.11 is warranted because the independence level will be 26.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.7 Elect Ralph Ho, with Shareholder No. 38, as For Against Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.11 is warranted because the independence level will be 26.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Formosa Plastics Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5.8 Elect K.H. Wu, with Shareholder No. 55597, For Against as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.11 is warranted because the independence level will be 26.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.9 Elect Sang-Chi Lin, with Shareholder No. For Against P102757XXX, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.11 is warranted because the independence level will be 26.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.10 Elect Jerry Lin, with Shareholder No. For Against R121640XXX, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.11 is warranted because the independence level will be 26.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.11 Elect Cheng-Chung Cheng, with Shareholder For Against No. A102215XXX, as Non-independent Director
Blended Rationale: A vote AGAINST non-independent director nominees under Items 5.2-5.11 is warranted because the independence level will be 26.67 percent under Sustainability Advisory Services classification, which does not meet the Sustainability Advisory Services minimum requirement of one-third.
5.12 Elect C.L. Wei with ID No. J100196XXX as For For Independent Director
5.13 Elect C.J. Wu with ID No. R101312XXX as For For Independent Director
5.14 Elect Yen-Shiang Shih with ID No. For For B100487XXX as Independent Director
5.15 Elect Wen-Chyi Ong with ID No. A120929XXX For For as Independent Director
6 Approve Release of Restrictions of For For Competitive Activities of Newly Appointed Directors
Foxconn Technology Co., Ltd.
Meeting Date: 06/23/2021 Country: Taiwan Meeting Type: Annual Ticker: 2354
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements
2 Approve Profit Distribution For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Foxconn Technology Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Approve Amendments to Articles of For For Association
4 Approve Release of Restrictions of For For Competitive Activities of Directors
Fuji Oil Holdings, Inc.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 2607
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 26
2.1 Elect Director Sakai, Mikio For For
2.2 Elect Director Matsumoto, Tomoki For For
2.3 Elect Director Kadota, Takashi For For
2.4 Elect Director Takasugi, Takeshi For For
2.5 Elect Director Ueno, Yuko For For
2.6 Elect Director Nishi, Hidenori For For
2.7 Elect Director Umehara, Toshiyuki For For
2.8 Elect Director Miyamoto, Shuichi For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
3 Appoint Statutory Auditor Shibuya, Makoto For For
4 Appoint Alternate Statutory Auditor Fukuda, For For Tadashi
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 26
2.1 Elect Director Sakai, Mikio For For
2.2 Elect Director Matsumoto, Tomoki For For
2.3 Elect Director Kadota, Takashi For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Fuji Oil Holdings, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.4 Elect Director Takasugi, Takeshi For For
2.5 Elect Director Ueno, Yuko For For
2.6 Elect Director Nishi, Hidenori For For
2.7 Elect Director Umehara, Toshiyuki For For
2.8 Elect Director Miyamoto, Shuichi For For
3 Appoint Statutory Auditor Shibuya, Makoto For For
4 Appoint Alternate Statutory Auditor Fukuda, For For Tadashi
Harmonic Drive Systems, Inc.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 6324
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 10
2.1 Elect Director Ito, Mitsumasa For Abstain
Blended Rationale: ABSTAIN is warranted because:- The nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.2 Elect Director Nagai, Akira For Abstain
Blended Rationale: ABSTAIN is warranted because:- The nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.3 Elect Director Maruyama, Akira For For
2.4 Elect Director Kamijo, Kazutoshi For For
2.5 Elect Director Tanioka, Yoshihiro For For
2.6 Elect Director Yoshida, Haruhiko For For
2.7 Elect Director Sakai, Shinji For For
2.8 Elect Director Nakamura, Masanobu For For
2.9 Elect Director Fukuda, Yoshio For For
3 Appoint Statutory Auditor Yokoyama, Takumi For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Harmonic Drive Systems, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Approve Director and Statutory Auditor For Against Retirement Bonus
Blended Rationale: A vote AGAINST this proposal is warranted because:- The bonus amounts are not disclosed.
5 Approve Annual Bonus For For
Hitachi Ltd.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 6501
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Ihara, Katsumi For For
1.2 Elect Director Ravi Venkatesan For For
1.3 Elect Director Cynthia Carroll For For
1.4 Elect Director Joe Harlan For For
1.5 Elect Director George Buckley For For
1.6 Elect Director Louise Pentland For For
1.7 Elect Director Mochizuki, Harufumi For For
1.8 Elect Director Yamamoto, Takatoshi For For
1.9 Elect Director Yoshihara, Hiroaki For For
1.10 Elect Director Helmuth Ludwig For For
1.11 Elect Director Kojima, Keiji For For
1.12 Elect Director Seki, Hideaki For For
1.13 Elect Director Higashihara, Toshiaki For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Ihara, Katsumi For For
1.2 Elect Director Ravi Venkatesan For For
1.3 Elect Director Cynthia Carroll For For
1.4 Elect Director Joe Harlan For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Hitachi Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.5 Elect Director George Buckley For For
1.6 Elect Director Louise Pentland For For
1.7 Elect Director Mochizuki, Harufumi For For
1.8 Elect Director Yamamoto, Takatoshi For For
1.9 Elect Director Yoshihara, Hiroaki For For
1.10 Elect Director Helmuth Ludwig For For
1.11 Elect Director Kojima, Keiji For For
1.12 Elect Director Seki, Hideaki For For
1.13 Elect Director Higashihara, Toshiaki For For
Hon Hai Precision Industry Co., Ltd.
Meeting Date: 06/23/2021 Country: Taiwan Meeting Type: Annual Ticker: 2317
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements
2 Approve Plan on Profit Distribution For For
3 Approve Release of Restrictions of For For Competitive Activities of Directors
Honda Motor Co., Ltd.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 7267
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Articles to Adopt Board Structure with For For Three Committees - Clarify Director Authority on Shareholder Meetings - Amend Provisions on Number of Directors - Amend Provisions on Director Titles Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Honda Motor Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.1 Elect Director Mikoshiba, Toshiaki For For
2.2 Elect Director Mibe, Toshihiro For For
2.3 Elect Director Kuraishi, Seiji For For
2.4 Elect Director Takeuchi, Kohei For For
2.5 Elect Director Suzuki, Asako For For
2.6 Elect Director Suzuki, Masafumi For For
2.7 Elect Director Sakai, Kunihiko For For
2.8 Elect Director Kokubu, Fumiya For For
2.9 Elect Director Ogawa, Yoichiro For For
2.10 Elect Director Higashi, Kazuhiro For For
2.11 Elect Director Nagata, Ryoko For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Articles to Adopt Board Structure with For For Three Committees - Clarify Director Authority on Shareholder Meetings - Amend Provisions on Number of Directors - Amend Provisions on Director Titles
2.1 Elect Director Mikoshiba, Toshiaki For For
2.2 Elect Director Mibe, Toshihiro For For
2.3 Elect Director Kuraishi, Seiji For For
2.4 Elect Director Takeuchi, Kohei For For
2.5 Elect Director Suzuki, Asako For For
2.6 Elect Director Suzuki, Masafumi For For
2.7 Elect Director Sakai, Kunihiko For For
2.8 Elect Director Kokubu, Fumiya For For
2.9 Elect Director Ogawa, Yoichiro For For
2.10 Elect Director Higashi, Kazuhiro For For
2.11 Elect Director Nagata, Ryoko For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Hotai Motor Co., Ltd.
Meeting Date: 06/23/2021 Country: Taiwan Meeting Type: Annual Ticker: 2207
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements
2 Approve Plan on Profit Distribution For For
3 Approve Amendments to Rules and For For Procedures Regarding Shareholder's General Meeting
4 Approve Release of Restrictions of For For Competitive Activities of Directors
Idemitsu Kosan Co., Ltd.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 5019
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Articles to Amend Business Lines - For For Amend Provisions on Number of Directors - Clarify Provisions on Alternate Statutory Auditors
2 Approve Accounting Transfers For For
3.1 Elect Director Kito, Shunichi For For
3.2 Elect Director Matsushita, Takashi For For
3.3 Elect Director Nibuya, Susumu For For
3.4 Elect Director Hirano, Atsuhiko For For
3.5 Elect Director Sakai, Noriaki For For
3.6 Elect Director Idemitsu, Masakazu For For
3.7 Elect Director Kubohara, Kazunari For For
3.8 Elect Director Kikkawa, Takeo For For
3.9 Elect Director Koshiba, Mitsunobu For For
3.10 Elect Director Noda, Yumiko For For
3.11 Elect Director Kado, Maki For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Idemitsu Kosan Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Appoint Statutory Auditor Yoshioka, Tsutomu For For
5 Appoint Alternate Statutory Auditor Kai, Junko For For
Intellia Therapeutics, Inc.
Meeting Date: 06/23/2021 Country: USA Meeting Type: Annual Ticker: NTLA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Fred Cohen For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Fred Cohen, Franciscus (Frank) Verwiel, and Jean-Francois Formela given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Jean-Francois Formela For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Fred Cohen, Franciscus (Frank) Verwiel, and Jean-Francois Formela given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.3 Elect Director Frank Verwiel For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Fred Cohen, Franciscus (Frank) Verwiel, and Jean-Francois Formela given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
JD Health International, Inc.
Meeting Date: 06/23/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 6618
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
JD Health International, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2a1 Elect Lijun Xin as Director For For
2a2 Elect Lei Xu as Director For For
2a3 Elect Sandy Ran Xu as Director For For
2a4 Elect Pang Zhang as Director For For
2a5 Elect Jiyu Zhang as Director For For
3 Authorize Board to Fix Remuneration of For For Directors
4 Approve Deloitte Touche Tohmatsu as For For Auditors and Authorize Board to Fix Their Remuneration
5A Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
5B Authorize Repurchase of Issued Share Capital For For
5C Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
JD.com, Inc.
Meeting Date: 06/23/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 9618
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Adopt Chinese Name as Dual Foreign Name For For of the Company
2 Amend Memorandum of Association and For For Articles of Association
JD.com, Inc.
Meeting Date: 06/23/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 9618 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
JD.com, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders
1 Adopt Chinese Name as Dual Foreign Name For For of the Company
2 Amend Memorandum of Association and For For Articles of Association
Kalera AS
Meeting Date: 06/23/2021 Country: Norway Meeting Type: Annual Ticker: KAL
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Chairman of Meeting; Designate For For Inspector(s) of Minutes of Meeting
2 Approve Notice of Meeting and Agenda For For
3 Accept Financial Statements and Statutory For For Reports
4 Approve Remuneration of Directors For For
5 Approve Remuneration of Auditors For For
6 Reelect Bjorge Gretland (Chairman), For Against Sakip-Umur Hursever, Erik Sauar, Chris Logan, Kim Lopdrup, Maria Sastre, Sonny Perdue and Camilla Magnus as Directors
Blended Rationale: A vote AGAINST these board members is warranted because:- the overall level of independence lies below one-third of board.- There is an executive director on the board and key committees have not been established.
7 Approve Creation of NOK 250,161 Pool of For Against Capital without Preemptive Rights
Blended Rationale: A vote AGAINST this issuance authorization is warranted because the potential share capital increase is excessive.
8 Amend Stock Option Plan 2018 For Against
Blended Rationale: A vote AGAINST this proposal is warranted as options under the plan can be granted to non-executive directors and have been granted with a vesting period below three years. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
KDDI Corp.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 9433
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 60
2.1 Elect Director Tanaka, Takashi For For
2.2 Elect Director Takahashi, Makoto For For
2.3 Elect Director Shoji, Takashi For For
2.4 Elect Director Muramoto, Shinichi For For
2.5 Elect Director Mori, Keiichi For For
2.6 Elect Director Morita, Kei For For
2.7 Elect Director Amamiya, Toshitake For For
2.8 Elect Director Takeyama, Hirokuni For For
2.9 Elect Director Yoshimura, Kazuyuki For For
2.10 Elect Director Yamaguchi, Goro For For
2.11 Elect Director Yamamoto, Keiji For For
2.12 Elect Director Oyagi, Shigeo For For
2.13 Elect Director Kano, Riyo For For
2.14 Elect Director Goto, Shigeki For For
3 Appoint Statutory Auditor Asahina, Yukihiro For For
Kyushu Railway Co.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 9142
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 93
2.1 Elect Director Karaike, Koji For For
2.2 Elect Director Aoyagi, Toshihiko For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Kyushu Railway Co.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.3 Elect Director Tanaka, Ryuji For For
2.4 Elect Director Furumiya, Yoji For For
2.5 Elect Director Mori, Toshihiro For For
2.6 Elect Director Fukunaga, Hiroyuki For For
2.7 Elect Director Kuwano, Izumi For For
2.8 Elect Director Ichikawa, Toshihide For For
2.9 Elect Director Asatsuma, Shinji For For
2.10 Elect Director Muramatsu, Kuniko For For
2.11 Elect Director Uriu, Michiaki For For
3 Elect Director and Audit Committee Member For For Fujita, Hiromi
Maeda Corp.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 1824
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 38
2.1 Elect Director Maeda, Soji For For
2.2 Elect Director Nakanishi, Takao For For
2.3 Elect Director Sekimoto, Shogo For For
2.4 Elect Director Kondo, Seiichi For For
2.5 Elect Director Kibe, Kazunari For For
2.6 Elect Director Hatakama, Yuji For For
2.7 Elect Director Dobashi, Akio For For
2.8 Elect Director Makuta, Hideo For For
2.9 Elect Director Murayama, Rie For For
2.10 Elect Director Takagi, Atsushi For For
3 Approve Formation of Joint Holding Company For For with Maeda Road Construction Co., Ltd. and Maeda Seisakusho Co., Ltd Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mediaset SpA
Meeting Date: 06/23/2021 Country: Italy Meeting Type: Annual/Special Ticker: MS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Ordinary Business
Management Proposals
1 Accept Financial Statements and Statutory For For Reports
2 Approve Allocation of Income For For
Shareholder Proposal Submitted by Finanziaria d'Investimento Fininvest SpA
A-bis Approve Dividend Distribution None For
Blended Rationale: This item warrants a vote FOR because the proposed dividend distribution is supported by a sufficiently compelling rationale.
Management Proposals
3 Approve Remuneration Policy For For
4 Approve Second Section of the Remuneration For Against Report
Blended Rationale: This item warrants a vote AGAINST due to poor ex-post information on long-term incentive plans.
5 Approve Medium-Long Term Incentive and For Against Loyalty Plan
Blended Rationale: A vote AGAINST this resolution is warranted because:- The company does not disclose clear performance targets and vesting thresholds for two of the three performance metrics.- A portion of the awards starts vesting for performance below median.
Shareholder Proposals Submitted by Fininvest SpA
6 Fix Number of Directors None For
Blended Rationale: A vote FOR this item is warranted because the proposed board size has been disclosed, and no concerns have been noticed.
7 Fix Board Terms for Directors None For
Blended Rationale: This item warrants a vote FOR as it is routine and non-contentious.
Appoint Directors (Slate Election) - Choose One of the Following Slates
8.1 Slate 1 Submitted by Fininvest SpA None Against
Blended Rationale: Vote AGAINST this slate because:- Shareholders can support only one slate.- Slate 2 is better positioned to represent the long-term interests of minority shareholders and carry out an independent oversight of the management's action. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mediaset SpA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8.2 Slate 2 Submitted by Institutional Investors None For (Assogestioni)
Blended Rationale: This resolution warrants a vote FOR because:- Shareholders can support only one slate.- This slate has been put forth by minority shareholders, and these nominees could therefore be the best positioned to represent the interests of minority shareholders and carry out an effective oversight on the management's behavior.- Candidates on this list have agreed to adhere to the chart of corporate governance principles adopted by Assogestioni.
Shareholder Proposal Submitted by Fininvest SpA
9 Approve Remuneration of Directors None For
Blended Rationale: This item warrants a vote FOR because the reference shareholder has disclosed the proposed non-variable director remuneration, and no significant concerns have been identified.
Management Proposal
10 Authorize Share Repurchase Program and For Against Reissuance of Repurchased Shares
Blended Rationale: This item warrants a vote AGAINST because:- The maximum volume of the share repurchase program exceeds 10 percent of outstanding issued share capital.- The holding limit of up to 10 percent of share capital in treasury may be exceeded.
Extraordinary Business
11 Approve Change in the Location of the For Against Company's Registered Headquarters to Amsterdam (Netherlands); Adopt New Bylaws
Blended Rationale: This item warrants a vote AGAINST because the proposed transfer of the registered headquarters is not supported by a sufficiently compelling rationale and might negatively impact minority shareholders' rights.
A Deliberations on Possible Legal Action Against None Against Directors if Presented by Shareholders
Blended Rationale: This item warrants a vote AGAINST due to the lack of disclosure regarding the proposed deliberation.
Meituan
Meeting Date: 06/23/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 3690
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Elect Wang Huiwen as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee member Huiwen Wang are warranted for lack of gender diversity on the board.Votes FOR the remaining nominees are warranted.
3 Elect Lau Chi Ping Martin as Director For For
4 Elect Neil Nanpeng Shen as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Meituan
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Authorize Board to Fix Remuneration of For For Directors
6 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
7 Authorize Repurchase of Issued Share Capital For For
8 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
9 Approve PricewaterhouseCoopers as Auditor For For and Authorize Board to Fix Their Remuneration
10a Approve Tencent Subscription Agreement For For
10b Approve Grant of Specific Mandate to Issue For For Tencent Subscription Shares
10c Authorize Board to Deal with All Matters in For For Relation to the Tencent Subscription Agreement
11 Amend Memorandum and Articles of For For Association
Mizuho Financial Group, Inc.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 8411
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Sakai, Tatsufumi For For
1.2 Elect Director Imai, Seiji For For
1.3 Elect Director Umemiya, Makoto For For
1.4 Elect Director Wakabayashi, Motonori For For
1.5 Elect Director Kaminoyama, Nobuhiro For For
1.6 Elect Director Sato, Yasuhiro For For
1.7 Elect Director Hirama, Hisaaki For For
1.8 Elect Director Kainaka, Tatsuo For For
1.9 Elect Director Kobayashi, Yoshimitsu For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mizuho Financial Group, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.10 Elect Director Sato, Ryoji For For
1.11 Elect Director Tsukioka, Takashi For For
1.12 Elect Director Yamamoto, Masami For For
1.13 Elect Director Kobayashi, Izumi For For
Mobile TeleSystems PJSC
Meeting Date: 06/23/2021 Country: Russia Meeting Type: Annual Ticker: MTSS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Approve Annual Report and Financial For For Statements
1.2 Approve Allocation of Income and Dividends For For of RUB 26.51 per Share
Elect Nine Directors by Cumulative Voting
2.1 Elect Feliks Evtushenkov as Director None Against
Blended Rationale: Votes FOR Konstantin Ernst, Valentin Iumashev, Shaygan Kheradpir, Nadia Shouraboura and Regina von Flemming (Items 2.4, 2.5, 2.7, 2.8 and 2.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.2 Elect Artem Zasurskii as Director None Against
Blended Rationale: Votes FOR Konstantin Ernst, Valentin Iumashev, Shaygan Kheradpir, Nadia Shouraboura and Regina von Flemming (Items 2.4, 2.5, 2.7, 2.8 and 2.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.3 Elect Viacheslav Nikolaev as Director None Against
Blended Rationale: Votes FOR Konstantin Ernst, Valentin Iumashev, Shaygan Kheradpir, Nadia Shouraboura and Regina von Flemming (Items 2.4, 2.5, 2.7, 2.8 and 2.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.4 Elect Regina Dagmar Benedicta von Flemming None For as Director
Blended Rationale: Votes FOR Konstantin Ernst, Valentin Iumashev, Shaygan Kheradpir, Nadia Shouraboura and Regina von Flemming (Items 2.4, 2.5, 2.7, 2.8 and 2.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.5 Elect Shaygan Kheradpir as Director None For
Blended Rationale: Votes FOR Konstantin Ernst, Valentin Iumashev, Shaygan Kheradpir, Nadia Shouraboura and Regina von Flemming (Items 2.4, 2.5, 2.7, 2.8 and 2.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mobile TeleSystems PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.6 Elect Thomas Holtrop as Director None Against
Blended Rationale: Votes FOR Konstantin Ernst, Valentin Iumashev, Shaygan Kheradpir, Nadia Shouraboura and Regina von Flemming (Items 2.4, 2.5, 2.7, 2.8 and 2.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.7 Elect Nadia Shouraboura as Director None For
Blended Rationale: Votes FOR Konstantin Ernst, Valentin Iumashev, Shaygan Kheradpir, Nadia Shouraboura and Regina von Flemming (Items 2.4, 2.5, 2.7, 2.8 and 2.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.8 Elect Konstantin Ernst as Director None For
Blended Rationale: Votes FOR Konstantin Ernst, Valentin Iumashev, Shaygan Kheradpir, Nadia Shouraboura and Regina von Flemming (Items 2.4, 2.5, 2.7, 2.8 and 2.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.9 Elect Valentin Iumashev as Director None For
Blended Rationale: Votes FOR Konstantin Ernst, Valentin Iumashev, Shaygan Kheradpir, Nadia Shouraboura and Regina von Flemming (Items 2.4, 2.5, 2.7, 2.8 and 2.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
Elect Three Members of Audit Commission
3.1 Elect Irina Borisenkova as Member of Audit For For Commission
3.2 Elect Evgenii Madorskii as Member of Audit For For Commission
3.3 Elect Natalia Mikheeva as Member of Audit For For Commission
4 Ratify Auditor For For
5 Approve New Edition of Charter For For
Mobile TeleSystems PJSC
Meeting Date: 06/23/2021 Country: Russia Meeting Type: Annual Ticker: MTSS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders
1.1 Approve Annual Report and Financial For For Statements
1.2 Approve Allocation of Income and Dividends For For of RUB 26.51 per Share
Elect Nine Directors by Cumulative Voting Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mobile TeleSystems PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.1 Elect Feliks Evtushenkov as Director None Against
Blended Rationale: Votes FOR Konstantin Ernst, Valentin Iumashev, Shaygan Kheradpir, Nadia Shouraboura and Regina von Flemming (Items 2.4, 2.5, 2.7, 2.8 and 2.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.2 Elect Artem Zasurskii as Director None Against
Blended Rationale: Votes FOR Konstantin Ernst, Valentin Iumashev, Shaygan Kheradpir, Nadia Shouraboura and Regina von Flemming (Items 2.4, 2.5, 2.7, 2.8 and 2.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.3 Elect Viacheslav Nikolaev as Director None Against
Blended Rationale: Votes FOR Konstantin Ernst, Valentin Iumashev, Shaygan Kheradpir, Nadia Shouraboura and Regina von Flemming (Items 2.4, 2.5, 2.7, 2.8 and 2.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.4 Elect Regina Dagmar Benedicta von Flemming None For as Director
Blended Rationale: Votes FOR Konstantin Ernst, Valentin Iumashev, Shaygan Kheradpir, Nadia Shouraboura and Regina von Flemming (Items 2.4, 2.5, 2.7, 2.8 and 2.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.5 Elect Shaygan Kheradpir as Director None For
Blended Rationale: Votes FOR Konstantin Ernst, Valentin Iumashev, Shaygan Kheradpir, Nadia Shouraboura and Regina von Flemming (Items 2.4, 2.5, 2.7, 2.8 and 2.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.6 Elect Thomas Holtrop as Director None Against
Blended Rationale: Votes FOR Konstantin Ernst, Valentin Iumashev, Shaygan Kheradpir, Nadia Shouraboura and Regina von Flemming (Items 2.4, 2.5, 2.7, 2.8 and 2.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.7 Elect Nadia Shouraboura as Director None For
Blended Rationale: Votes FOR Konstantin Ernst, Valentin Iumashev, Shaygan Kheradpir, Nadia Shouraboura and Regina von Flemming (Items 2.4, 2.5, 2.7, 2.8 and 2.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.8 Elect Konstantin Ernst as Director None For
Blended Rationale: Votes FOR Konstantin Ernst, Valentin Iumashev, Shaygan Kheradpir, Nadia Shouraboura and Regina von Flemming (Items 2.4, 2.5, 2.7, 2.8 and 2.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.9 Elect Valentin Iumashev as Director None For
Blended Rationale: Votes FOR Konstantin Ernst, Valentin Iumashev, Shaygan Kheradpir, Nadia Shouraboura and Regina von Flemming (Items 2.4, 2.5, 2.7, 2.8 and 2.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
Elect Three Members of Audit Commission
3.1 Elect Irina Borisenkova as Member of Audit For For Commission
3.2 Elect Evgenii Madorskii as Member of Audit For For Commission
3.3 Elect Natalia Mikheeva as Member of Audit For For Commission Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mobile TeleSystems PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Ratify Auditor For For
5 Approve New Edition of Charter For For
NetEase, Inc.
Meeting Date: 06/23/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 9999
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect William Lei Ding as Director For For
1b Elect Alice Yu-Fen Cheng as Director For For
1c Elect Denny Ting Bun Lee as Director For For
1d Elect Joseph Tze Kay Tong as Director For For
1e Elect Lun Feng as Director For For
1f Elect Michael Man Kit Leung as Director For For
2 Approve Appointment of For For PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as Auditors
3 Amend Memorandum and Articles of For For Association
NetEase, Inc.
Meeting Date: 06/23/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 9999
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders
1a Elect William Lei Ding as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
NetEase, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1b Elect Alice Yu-Fen Cheng as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
1c Elect Denny Ting Bun Lee as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
1d Elect Joseph Tze Kay Tong as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
1e Elect Lun Feng as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
1f Elect Michael Man Kit Leung as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
2 Approve Appointment of For Against PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as Auditors
Blended Rationale: Rationale: PricewaterhouseCoopers have been the company auditor since 2002. We believe that a public tender and possible refreshment would be a beneficial exercise and are therefore voting against this resolution.
3 Amend Memorandum and Articles of For For Association
Blended Rationale: A vote FOR this proposal is warranted given that the amendments would provide additional means for shareholders to participate in general meetings and are in line with relevant regulations governing the company.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders
1a Elect William Lei Ding as Director For For
1b Elect Alice Yu-Fen Cheng as Director For For
1c Elect Denny Ting Bun Lee as Director For For
1d Elect Joseph Tze Kay Tong as Director For For
1e Elect Lun Feng as Director For For
1f Elect Michael Man Kit Leung as Director For For
2 Approve Appointment of For Against PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as Auditors
Blended Rationale: Rationale: PricewaterhouseCoopers have been the company auditor since 2002. We believe that a public tender and possible refreshment would be a beneficial exercise and are therefore voting against this resolution. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
NetEase, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Amend Memorandum and Articles of For For Association
Nippon Steel Corp.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 5401
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 10
2.1 Elect Director Shindo, Kosei For For
2.2 Elect Director Hashimoto, Eiji For For
2.3 Elect Director Nakamura, Shinichi For For
2.4 Elect Director Migita, Akio For For
2.5 Elect Director Onoyama, Shuhei For For
2.6 Elect Director Sato, Naoki For For
2.7 Elect Director Mori, Takahiro For For
2.8 Elect Director Imai, Tadashi For For
2.9 Elect Director Iki, Noriko For For
2.10 Elect Director Tomita, Tetsuro For For
2.11 Elect Director Kitera, Masato For For
Resona Holdings, Inc.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 8308
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Higashi, Kazuhiro For For
1.2 Elect Director Minami, Masahiro For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Resona Holdings, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.3 Elect Director Noguchi, Mikio For For
1.4 Elect Director Kawashima, Takahiro For For
1.5 Elect Director Matsui, Tadamitsu For For
1.6 Elect Director Sato, Hidehiko For For
1.7 Elect Director Baba, Chiharu For For
1.8 Elect Director Iwata, Kimie For For
1.9 Elect Director Egami, Setsuko For For
1.10 Elect Director Ike, Fumihiko For For
SCSK Corp.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 9719
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Articles to Amend Provisions on For For Director Titles
2.1 Elect Director Tabuchi, Masao For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- Top management should be held responsible for the board composition at the controlled company, which will not have at least two independent directors and board independence of at least one-third.
2.2 Elect Director Tanihara, Toru For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- Top management should be held responsible for the board composition at the controlled company, which will not have at least two independent directors and board independence of at least one-third.
2.3 Elect Director Tamefusa, Koji For For
2.4 Elect Director Fukunaga, Tetsuya For For
2.5 Elect Director Kato, Kei For For
2.6 Elect Director Haga, Bin For For
2.7 Elect Director Matsuda, Kiyoto For For
2.8 Elect Director Kubo, Tetsuya For For
3.1 Elect Director and Audit Committee Member For For Anzai, Yasunori
3.2 Elect Director and Audit Committee Member For For Yabuki, Kimitoshi Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SCSK Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.3 Elect Director and Audit Committee Member For For Nakamura, Masaichi
Sekisui Chemical Co., Ltd.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 4204
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 24
2.1 Elect Director Koge, Teiji For For
2.2 Elect Director Kato, Keita For For
2.3 Elect Director Hirai, Yoshiyuki For For
2.4 Elect Director Kamiyoshi, Toshiyuki For For
2.5 Elect Director Kamiwaki, Futoshi For For
2.6 Elect Director Shimizu, Ikusuke For For
2.7 Elect Director Murakami, Kazuya For For
2.8 Elect Director Kase, Yutaka For For
2.9 Elect Director Oeda, Hiroshi For For
2.10 Elect Director Ishikura, Yoko For For
3 Appoint Statutory Auditor Taketomo, Hiroyuki For For
Shinsei Bank, Ltd.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 8303
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kudo, Hideyuki For For
1.2 Elect Director Hirasawa, Akira For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Shinsei Bank, Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.3 Elect Director Ernest M. Higa For For
1.4 Elect Director Makihara, Jun For For
1.5 Elect Director Murayama, Rie For For
1.6 Elect Director Sasaki, Hiroko For For
1.7 Elect Director Tomimura, Ryuichi For For
2 Approve Deep Discount Stock Option Plan For For
3 Approve Restricted Stock Plan For For
SoftBank Group Corp.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 9984
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 22
2 Amend Articles to Allow Virtual Only For For Shareholder Meetings - Amend Business Lines - Clarify Director Authority on Shareholder Meetings - Amend Provisions on Number of Directors - Remove All Provisions on Advisory Positions
Blended Rationale: Rationale: We are of the view that virtual shareholder meetings will not negatively affect an interactive dialogue and therefore, we support this item.
3.1 Elect Director Son, Masayoshi For For
3.2 Elect Director Goto, Yoshimitsu For For
3.3 Elect Director Miyauchi, Ken For For
3.4 Elect Director Kawabe, Kentaro For For
3.5 Elect Director Iijima, Masami For For
3.6 Elect Director Matsuo, Yutaka For For
3.7 Elect Director Lip-Bu Tan For For
3.8 Elect Director Erikawa, Keiko For For
3.9 Elect Director Kenneth A. Siegel For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SoftBank Group Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4.1 Appoint Statutory Auditor Nakata, Yuji For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence.
4.2 Appoint Statutory Auditor Uno, Soichiro For For
4.3 Appoint Statutory Auditor Otsuka, Keiichi For For
5 Approve Compensation Ceiling for Statutory For For Auditors
Subaru Corp.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 7270
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 28
2.1 Elect Director Nakamura, Tomomi For For
2.2 Elect Director Hosoya, Kazuo For For
2.3 Elect Director Mizuma, Katsuyuki For For
2.4 Elect Director Onuki, Tetsuo For For
2.5 Elect Director Osaki, Atsushi For For
2.6 Elect Director Hayata, Fumiaki For For
2.7 Elect Director Abe, Yasuyuki For For
2.8 Elect Director Yago, Natsunosuke For For
2.9 Elect Director Doi, Miwako For For
3 Appoint Statutory Auditor Kato, Yoichi For For
4 Appoint Alternate Statutory Auditor Ryu, For For Hirohisa
Sumitomo Chemical Co., Ltd.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 4005 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sumitomo Chemical Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Tokura, Masakazu For Against
Blended Rationale: Significant risks to shareholders stemming from severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against and manage material environmental, social and governance risks. - Votes AGAINST Board Chair Masakazu Tokura are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.
1.2 Elect Director Iwata, Keiichi For For
1.3 Elect Director Takeshita, Noriaki For For
1.4 Elect Director Matsui, Masaki For For
1.5 Elect Director Akahori, Kingo For For
1.6 Elect Director Mito, Nobuaki For For
1.7 Elect Director Ueda, Hiroshi For For
1.8 Elect Director Niinuma, Hiroshi For For
1.9 Elect Director Ikeda, Koichi For For
1.10 Elect Director Tomono, Hiroshi For For
1.11 Elect Director Ito, Motoshige For For
1.12 Elect Director Muraki, Atsuko For For
2 Appoint Statutory Auditor Aso, Mitsuhiro For For
Sumitomo Mitsui Trust Holdings, Inc.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 8309
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 75
2.1 Elect Director Takakura, Toru For For
2.2 Elect Director Araumi, Jiro For For
2.3 Elect Director Yamaguchi, Nobuaki For For
2.4 Elect Director Oyama, Kazuya For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sumitomo Mitsui Trust Holdings, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.5 Elect Director Okubo, Tetsuo For For
2.6 Elect Director Hashimoto, Masaru For For
2.7 Elect Director Shudo, Kuniyuki For For
2.8 Elect Director Tanaka, Koji For For
2.9 Elect Director Matsushita, Isao For For
2.10 Elect Director Saito, Shinichi For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- The board after this meeting will not be majority independent and this outside director nominee lacks independence.
2.11 Elect Director Kawamoto, Hiroko For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- The board after this meeting will not be majority independent and this outside director nominee lacks independence.
2.12 Elect Director Aso, Mitsuhiro For For
2.13 Elect Director Kato, Nobuaki For For
2.14 Elect Director Yanagi, Masanori For For
2.15 Elect Director Kashima, Kaoru For For
TDK Corp.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 6762
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 90
2.1 Elect Director Ishiguro, Shigenao For For
2.2 Elect Director Yamanishi, Tetsuji For For
2.3 Elect Director Sumita, Makoto For For
2.4 Elect Director Osaka, Seiji For For
2.5 Elect Director Sato, Shigeki For For
2.6 Elect Director Ishimura, Kazuhiko For For
2.7 Elect Director Nakayama, Kozue For For
2.8 Elect Director Iwai, Mutsuo For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Teijin Ltd.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 3401
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Suzuki, Jun For For
1.2 Elect Director Nabeshima, Akihisa For For
1.3 Elect Director Koyama, Toshiya For For
1.4 Elect Director Ogawa, Eiji For For
1.5 Elect Director Moriyama, Naohiko For For
1.6 Elect Director Uchikawa, Akimoto For For
1.7 Elect Director Otsubo, Fumio For For
1.8 Elect Director Uchinaga, Yukako For For
1.9 Elect Director Suzuki, Yoichi For For
1.10 Elect Director Onishi, Masaru For For
2 Appoint Statutory Auditor Nakayama, Hitomi For For
3 Approve Cash Compensation Ceiling for For For Directors, Restricted Stock Plan and Performance Share Plan
Tobu Railway Co., Ltd.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 9001
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 10
2.1 Elect Director Nezu, Yoshizumi For For
2.2 Elect Director Miwa, Hiroaki For For
2.3 Elect Director Ojiro, Akihiro For For
2.4 Elect Director Onodera, Toshiaki For For
2.5 Elect Director Yokota, Yoshimi For For
2.6 Elect Director Yamamoto, Tsutomu For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tobu Railway Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.7 Elect Director Shigeta, Atsushi For For
2.8 Elect Director Shibata, Mitsuyoshi For For
2.9 Elect Director Ando, Takaharu For For
2.10 Elect Director Yagasaki, Noriko For For
2.11 Elect Director Yanagi, Masanori For For
2.12 Elect Director Yoshino, Toshiya For For
3 Appoint Statutory Auditor Sugiyama, Tomoya For For
4 Approve Takeover Defense Plan (Poison Pill) For Against
Blended Rationale: A vote AGAINST this poison pill plan is warranted because:- The total duration exceeds three years.- The board lacks sufficient independent monitoring.
Uni-President Enterprises Corp.
Meeting Date: 06/23/2021 Country: Taiwan Meeting Type: Annual Ticker: 1216
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements For For
2 Approve Plan on Profit Distribution For For
3 Amend Rules and Procedures Regarding For For Shareholder's General Meeting
4 Approve Amendment to Rules and Procedures For For for Election of Directors
5 Approve Deletion of the Non-competition For For Promise Ban Imposed Upon the Company's Directors and Independent Directors According to the Article 209 of Company Act
Veeva Systems Inc.
Meeting Date: 06/23/2021 Country: USA Meeting Type: Annual Ticker: VEEV Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Veeva Systems Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Mark Carges For For
Blended Rationale: A vote AGAINST Paul Sekhri is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1b Elect Director Paul E. Chamberlain For For
Blended Rationale: A vote AGAINST Paul Sekhri is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1c Elect Director Ronald E.F. Codd For For
Blended Rationale: A vote AGAINST Paul Sekhri is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1d Elect Director Peter P. Gassner For For
Blended Rationale: A vote AGAINST Paul Sekhri is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1e Elect Director Mary Lynne Hedley For For
Blended Rationale: A vote AGAINST Paul Sekhri is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1f Elect Director Gordon Ritter For For
Blended Rationale: A vote AGAINST Paul Sekhri is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1g Elect Director Paul Sekhri For Against
Blended Rationale: A vote AGAINST Paul Sekhri is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
1h Elect Director Matthew J. Wallach For For
Blended Rationale: A vote AGAINST Paul Sekhri is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.
2 Ratify KPMG LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted as pay and performance are reasonably aligned at this time.
4 Advisory Vote on Say on Pay Frequency Three Years One Year
Blended Rationale: A vote for the adoption of an ANNUAL say-on-pay frequency is warranted. Annual say-on-pay votes are considered a best practice as they give shareholders a regular opportunity to opine on executive pay.
5 Provide Right to Call Special Meeting For For
Blended Rationale: Currently, the company does not provide shareholders with the ability to call special meetings. Hence, a vote FOR this proposal is warranted as it represents an enhancement to shareholders' rights. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Veeva Systems Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Provide Right to Call a Special Meeting at a 15 Against For Percent Ownership Threshold
Blended Rationale: A vote FOR this proposal is warranted as the right to call special meetings at a 15 percent ownership threshold would enhance shareholders' rights.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Mark Carges For For
1b Elect Director Paul E. Chamberlain For For
1c Elect Director Ronald E.F. Codd For For
1d Elect Director Peter P. Gassner For For
1e Elect Director Mary Lynne Hedley For For
1f Elect Director Gordon Ritter For For
1g Elect Director Paul Sekhri For Against
Blended Rationale: A vote AGAINST Paul Sekhri is warranted for serving as a director on more than five public company boards.
1h Elect Director Matthew J. Wallach For For
2 Ratify KPMG LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Advisory Vote on Say on Pay Frequency Three Years One Year
Blended Rationale: A vote for the adoption of an ANNUAL say-on-pay frequency is warranted. Annual say-on-pay votes are considered a best practice as they give shareholders a regular opportunity to opine on executive pay.
5 Provide Right to Call Special Meeting For For
6 Provide Right to Call a Special Meeting at a 15 Against For Percent Ownership Threshold
Blended Rationale: A vote FOR this proposal is warranted as the right to call special meetings at a 15 percent ownership threshold would enhance shareholders' rights.
West Japan Railway Co.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 9021 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
West Japan Railway Co.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 50
2.1 Elect Director Hasegawa, Kazuaki For For
2.2 Elect Director Saito, Norihiko For For
2.3 Elect Director Miyahara, Hideo For For
2.4 Elect Director Takagi, Hikaru For For
2.5 Elect Director Tsutsui, Yoshinobu For For
2.6 Elect Director Nozaki, Haruko For For
2.7 Elect Director Ogata, Fumito For For
2.8 Elect Director Sugioka, Atsushi For For
2.9 Elect Director Kurasaka, Shoji For For
2.10 Elect Director Nakamura, Keijiro For For
2.11 Elect Director Kawai, Tadashi For For
2.12 Elect Director Nakanishi, Yutaka For For
2.13 Elect Director Tsubone, Eiji For For
Yakult Honsha Co., Ltd.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 2267
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Narita, Hiroshi For For
1.2 Elect Director Wakabayashi, Hiroshi For For
1.3 Elect Director Ishikawa, Fumiyasu For For
1.4 Elect Director Ito, Masanori For For
1.5 Elect Director Doi, Akifumi For For
1.6 Elect Director Hayashida, Tetsuya For For
1.7 Elect Director Hirano, Susumu For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Yakult Honsha Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.8 Elect Director Imada, Masao For For
1.9 Elect Director Yasuda, Ryuji For For
1.10 Elect Director Fukuoka, Masayuki For For
1.11 Elect Director Maeda, Norihito For For
1.12 Elect Director Tobe, Naoko For For
1.13 Elect Director Hirano, Koichi For For
1.14 Elect Director Shimbo, Katsuyoshi For For
1.15 Elect Director Nagasawa, Yumiko For For
Yokogawa Electric Corp.
Meeting Date: 06/23/2021 Country: Japan Meeting Type: Annual Ticker: 6841
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 17
2 Amend Articles to Amend Business Lines For For
3.1 Elect Director Nishijima, Takashi For For
3.2 Elect Director Nara, Hitoshi For For
3.3 Elect Director Anabuki, Junichi For For
3.4 Elect Director Dai, Yu For For
3.5 Elect Director Uji, Noritaka For For
3.6 Elect Director Seki, Nobuo For For
3.7 Elect Director Sugata, Shiro For For
3.8 Elect Director Uchida, Akira For For
3.9 Elect Director Urano, Kuniko For For
4.1 Appoint Statutory Auditor Maemura, Koji For For
4.2 Appoint Statutory Auditor Takayama, Yasuko For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Anritsu Corp.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 6754
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 24.5
2.1 Elect Director Hamada, Hirokazu For For
2.2 Elect Director Kubota, Akifumi For For
2.3 Elect Director Niimi, Masumi For For
2.4 Elect Director Shima, Takeshi For For
2.5 Elect Director Aoki, Kazuyoshi For For
2.6 Elect Director Masamura, Tatsuro For For
3.1 Elect Director and Audit Committee Member For For Igarashi, Norio
3.2 Elect Director and Audit Committee Member For For Ueda, Nozomi
3.3 Elect Director and Audit Committee Member For For Aoyagi, Junichi
3.4 Elect Director and Audit Committee Member For For Wakinaga, Toru
4 Approve Annual Bonus For For
Azbil Corp.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 6845
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 30
Bright Horizons Family Solutions Inc.
Meeting Date: 06/24/2021 Country: USA Meeting Type: Annual Ticker: BFAM Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Bright Horizons Family Solutions Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Julie Atkinson For For
1b Elect Director Jordan Hitch For For
1c Elect Director Laurel J. Richie For For
1d Elect Director Mary Ann Tocio For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year
4 Ratify Deloitte & Touche LLP as Auditors For For
BYD Electronic (International) Co., Ltd.
Meeting Date: 06/24/2021 Country: Hong Kong Meeting Type: Extraordinary Ticker: 285 Shareholders
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Framework Agreement and Annual For For Caps
CatchMark Timber Trust, Inc.
Meeting Date: 06/24/2021 Country: USA Meeting Type: Annual Ticker: CTT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Tim E. Bentsen For For
1.2 Elect Director Brian M. Davis For For
1.3 Elect Director James M. DeCosmo For For
1.4 Elect Director Paul S. Fisher For For
1.5 Elect Director Mary E. McBride For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
CatchMark Timber Trust, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.6 Elect Director Douglas D. Rubenstein For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Approve Omnibus Stock Plan For For
4 Ratify Deloitte & Touche LLP as Auditors For For
China CITIC Bank Corporation Limited
Meeting Date: 06/24/2021 Country: China Meeting Type: Annual Ticker: 998
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve Annual Report For For
2 Approve Financial Report For For
3 Approve Profit Distribution Plan For For
4 Approve Financial Budget Plan For For
5 Approve Engagement of Accounting Firms For For and Their Fees
6 Approve Special Report of Related Party For For Transactions
7 Approve Report of the Board of Directors For For
8 Approve Report of the Board of Supervisors For For
9 Approve Director Allowance Policy of Board of For For Directors
10 Approve Supervisor Allowance Policy of Board For For of Supervisors
ELECT NON-EXECUTIVE DIRECTORS VIA CUMULATIVE VOTING
11.01 Elect Zhu Hexin as Director For For
11.02 Elect Cao Guoqiang as Director For For
11.03 Elect Huang Fang as Director For For
11.04 Elect Wang Yankang as Director For For
ELECT EXECUTIVE DIRECTORS VIA CUMULATIVE VOTING Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China CITIC Bank Corporation Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
12.01 Elect Fang Heying as Director For For
12.02 Elect Guo Danghuai as Director For For
ELECT INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
13.01 Elect He Cao as Director For For
13.02 Elect Chen Lihua as Director For For
13.03 Elect Qian Jun as Director For For
13.04 Elect Yan Lap Kei Isaac as Director For For
ELECT EXTERNAL SUPERVISORS VIA CUMULATIVE VOTING
14.01 Elect Wei Guobin as Supervisor For For
14.02 Elect Sun Qixiang as Supervisor For For
14.03 Elect Liu Guoling as Supervisor For For
ELECT SHAREHOLDER REPRESENTATIVE SUPERVISOR VIA CUMULATIVE VOTING
15.01 Elect Li Rong as Supervisor For For
EIZO Corp.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 6737
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Articles to Amend Business Lines - For For Clarify Director Authority on Shareholder Meetings - Amend Provisions on Number of Directors - Clarify Director Authority on Board Meetings
2.1 Elect Director Jitsumori, Yoshitaka For Abstain
Blended Rationale: ABSTAIN is warranted because:- The nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.2 Elect Director Ebisu, Masaki For For
2.3 Elect Director Arise, Manabu For For
3 Approve Compensation Ceiling for Directors For For Who Are Audit Committee Members Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
FANUC Corp.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 6954
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 206.14
2 Amend Articles to Abolish Board Structure For For with Statutory Auditors - Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval
3.1 Elect Director Inaba, Yoshiharu For For
3.2 Elect Director Yamaguchi, Kenji For For
3.3 Elect Director Michael J. Cicco For For
3.4 Elect Director Tsukuda, Kazuo For For
3.5 Elect Director Sumikawa, Masaharu For For
3.6 Elect Director Yamazaki, Naoko For For
4.1 Elect Director and Audit Committee Member For For Kohari, Katsuo
4.2 Elect Director and Audit Committee Member For For Mitsumura, Katsuya
4.3 Elect Director and Audit Committee Member For For Imai, Yasuo
4.4 Elect Director and Audit Committee Member For For Yokoi, Hidetoshi
4.5 Elect Director and Audit Committee Member For For Tomita, Mieko
5 Approve Fixed Cash Compensation Ceiling For For and Performance-Based Cash Compensation Ceiling for Directors Who Are Not Audit Committee Members
6 Approve Compensation Ceiling for Directors For For Who Are Audit Committee Members
7 Approve Restricted Stock Plan For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 206.14 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
FANUC Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Amend Articles to Abolish Board Structure For For with Statutory Auditors - Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval
3.1 Elect Director Inaba, Yoshiharu For For
3.2 Elect Director Yamaguchi, Kenji For For
3.3 Elect Director Michael J. Cicco For For
3.4 Elect Director Tsukuda, Kazuo For For
3.5 Elect Director Sumikawa, Masaharu For For
3.6 Elect Director Yamazaki, Naoko For For
4.1 Elect Director and Audit Committee Member For For Kohari, Katsuo
4.2 Elect Director and Audit Committee Member For For Mitsumura, Katsuya
4.3 Elect Director and Audit Committee Member For For Imai, Yasuo
4.4 Elect Director and Audit Committee Member For For Yokoi, Hidetoshi
4.5 Elect Director and Audit Committee Member For For Tomita, Mieko
5 Approve Fixed Cash Compensation Ceiling For For and Performance-Based Cash Compensation Ceiling for Directors Who Are Not Audit Committee Members
6 Approve Compensation Ceiling for Directors For For Who Are Audit Committee Members
7 Approve Restricted Stock Plan For For
FP Corp.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 7947
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Sato, Morimasa For For
1.2 Elect Director Takahashi, Masanobu For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
FP Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.3 Elect Director Nagai, Nobuyuki For For
1.4 Elect Director Ikegami, Isao For For
1.5 Elect Director Yasuda, Kazuyuki For For
1.6 Elect Director Oka, Koji For For
1.7 Elect Director Nishimura, Kimiko For For
1.8 Elect Director Kobayashi, Kenji For For
1.9 Elect Director Sato, Osamu For For
1.10 Elect Director Nagao, Hidetoshi For For
1.11 Elect Director Tawara, Takehiko For For
1.12 Elect Director Fukiyama, Iwao For For
1.13 Elect Director Ogawa, Hiroshi For For
2 Elect Director and Audit Committee Member For For Iwasawa, Toshinori
3 Approve Compensation Ceiling for Directors For For Who Are Not Audit Committee Members
4 Approve Compensation Ceiling for Directors For For Who Are Audit Committee Members
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Sato, Morimasa For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- Top management bears responsibility for the firm's board composition at the company with an audit committee structure which will not include at least one-third outsiders.
1.2 Elect Director Takahashi, Masanobu For For
1.3 Elect Director Nagai, Nobuyuki For For
1.4 Elect Director Ikegami, Isao For For
1.5 Elect Director Yasuda, Kazuyuki For For
1.6 Elect Director Oka, Koji For For
1.7 Elect Director Nishimura, Kimiko For For
1.8 Elect Director Kobayashi, Kenji For For
1.9 Elect Director Sato, Osamu For For
1.10 Elect Director Nagao, Hidetoshi For For
1.11 Elect Director Tawara, Takehiko For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
FP Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.12 Elect Director Fukiyama, Iwao For For
1.13 Elect Director Ogawa, Hiroshi For For
2 Elect Director and Audit Committee Member For For Iwasawa, Toshinori
3 Approve Compensation Ceiling for Directors For For Who Are Not Audit Committee Members
4 Approve Compensation Ceiling for Directors For For Who Are Audit Committee Members
HealthEquity, Inc.
Meeting Date: 06/24/2021 Country: USA Meeting Type: Annual Ticker: HQY
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Robert Selander For For
1.2 Elect Director Jon Kessler For For
1.3 Elect Director Stephen Neeleman For For
1.4 Elect Director Frank Corvino For For
1.5 Elect Director Adrian Dillon For For
1.6 Elect Director Evelyn Dilsaver For For
1.7 Elect Director Debra McCowan For For
1.8 Elect Director Stuart Parker For For
1.9 Elect Director Ian Sacks For For
1.10 Elect Director Gayle Wellborn For For
2 Ratify PricewaterhouseCoopers LLP as Auditor For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Hino Motors, Ltd.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 7205 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Hino Motors, Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Shimo, Yoshio For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- Top management should be held responsible for the board composition at the controlled company, which will not have at least two independent directors and board independence of at least one-third.
1.2 Elect Director Ogiso, Satoshi For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- Top management should be held responsible for the board composition at the controlled company, which will not have at least two independent directors and board independence of at least one-third.
1.3 Elect Director Minagawa, Makoto For For
1.4 Elect Director Hisada, Ichiro For For
1.5 Elect Director Nakane, Taketo For For
1.6 Elect Director Yoshida, Motokazu For For
1.7 Elect Director Muto, Koichi For For
1.8 Elect Director Nakajima, Masahiro For For
1.9 Elect Director Kon, Kenta For For
2.1 Appoint Statutory Auditor Kitamura, Keiko For For
2.2 Appoint Statutory Auditor Miyazaki, Naoki For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence.
3 Appoint Alternate Statutory Auditor Natori, For For Katsuya
IGM Biosciences, Inc.
Meeting Date: 06/24/2021 Country: USA Meeting Type: Annual Ticker: IGMS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kathleen Behrens For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Michael Loberg, M. Kathleen Behrens Wilsey, and Christina Topsoe given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
IGM Biosciences, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Michael Loberg For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Michael Loberg, M. Kathleen Behrens Wilsey, and Christina Topsoe given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
1.3 Elect Director Christina Teng Topsoe For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Michael Loberg, M. Kathleen Behrens Wilsey, and Christina Topsoe given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Increase Authorized Common Stock For Against
Blended Rationale: A vote AGAINST this proposal is warranted given that the proposed increase in authorized shares of the non-voting common stock is excessive.
II-VI Incorporated
Meeting Date: 06/24/2021 Country: USA Meeting Type: Special Ticker: IIVI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Issue Shares in Connection with Merger For For
2 Adjourn Meeting For For
Innolux Corp.
Meeting Date: 06/24/2021 Country: Taiwan Meeting Type: Annual Ticker: 3481
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements
2 Approve Profit Distribution For For
3 Approve Stock Release Plan of Subsidiary For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Innolux Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Approve Cash Distribution from Capital For For Reserve
5 Approve Amendments to Articles of For For Association
6 Approve Amendments to Rules and For For Procedures Regarding Shareholder's General Meeting
7 Approve Amendment to Rules and Procedures For For for Election of Directors
Innovent Biologics, Inc.
Meeting Date: 06/24/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 1801
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2.1 Elect Shuyun Chen as Director For For
2.2 Elect Kaixian Chen as Director For For
3 Authorize Board to Fix Remuneration of For For Directors
4 Approve Deloitte Touche Tohmatsu as For For Auditors and Authorize Board to Fix Their Remuneration
5 Authorize Repurchase of Issued Share Capital For For
6 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
7 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
Innovent Biologics, Inc.
Meeting Date: 06/24/2021 Country: Cayman Islands Meeting Type: Extraordinary Ticker: 1801 Shareholders Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Innovent Biologics, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Approve Grant of Restricted Shares to For Against De-Chao Michael Yu Under the 2020 RS Plan
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the proposed plan, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- The plan lacks challenging performance criteria and meaningful vesting periods.- The directors eligible to receive restricted shares under the plan are involved in the administration of the plan.
1b Authorize Board to Deal with All Matters in For Against Relation to the Grant of Restricted Shares to De-Chao Michael Yu Under the 2020 RS Plan
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the proposed plan, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- The plan lacks challenging performance criteria and meaningful vesting periods.- The directors eligible to receive restricted shares under the plan are involved in the administration of the plan.
2a Approve Grant of Restricted Shares to Ronald For Against Hao Xi Ede Under the 2020 RS Plan
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the proposed plan, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- The plan lacks challenging performance criteria and meaningful vesting periods.- The directors eligible to receive restricted shares under the plan are involved in the administration of the plan.
2b Authorize Board to Deal with All Matters in For Against Relation to the Grant of Restricted Shares to Ronald Hao Xi Ede Under the 2020 RS Plan
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the proposed plan, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- The plan lacks challenging performance criteria and meaningful vesting periods.- The directors eligible to receive restricted shares under the plan are involved in the administration of the plan.
3a Approve Grant of Restricted Shares to Charles For Against Leland Cooney Under the 2020 RS Plan
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the proposed plan, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- The plan lacks challenging performance criteria and meaningful vesting periods.- The directors eligible to receive restricted shares under the plan are involved in the administration of the plan.
3b Authorize Board to Deal with All Matters in For Against Relation to the Grant of Restricted Shares to Charles Leland Cooney Under the 2020 RS Plan
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the proposed plan, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- The plan lacks challenging performance criteria and meaningful vesting periods.- The directors eligible to receive restricted shares under the plan are involved in the administration of the plan.
4a Approve Grant of Restricted Shares to Joyce For Against I-Yin Hsu Under the 2020 RS Plan
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the proposed plan, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- The plan lacks challenging performance criteria and meaningful vesting periods.- The directors eligible to receive restricted shares under the plan are involved in the administration of the plan. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Innovent Biologics, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4b Authorize Board to Deal with All Matters in For Against Relation to the Grant of Restricted Shares to Joyce I-Yin Hsu Under the 2020 RS Plan
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the proposed plan, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- The plan lacks challenging performance criteria and meaningful vesting periods.- The directors eligible to receive restricted shares under the plan are involved in the administration of the plan.
5a Approve Grant of Restricted Shares to Kaixian For Against Chen Under the 2020 RS Plan
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the proposed plan, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- The plan lacks challenging performance criteria and meaningful vesting periods.- The directors eligible to receive restricted shares under the plan are involved in the administration of the plan.
5b Authorize Board to Deal with All Matters in For Against Relation to the Grant of Restricted Shares to Kaixian Chen Under the 2020 RS Plan
Blended Rationale: A vote AGAINST these resolutions is warranted because:- The company could be considered a mature company, and the limit under the proposed plan, together with other share incentive schemes of the company, exceeds 5 percent of the company's issued capital.- The plan lacks challenging performance criteria and meaningful vesting periods.- The directors eligible to receive restricted shares under the plan are involved in the administration of the plan.
Japan Airport Terminal Co., Ltd.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 9706
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Takashiro, Isao For For
1.2 Elect Director Yokota, Nobuaki For For
1.3 Elect Director Suzuki, Hisayasu For For
1.4 Elect Director Akahori, Masatoshi For For
1.5 Elect Director Onishi, Hiroshi For For
1.6 Elect Director Yonemoto, Yasuhide For For
1.7 Elect Director Tanaka, Kazuhito For For
1.8 Elect Director Ishizeki, Kiyoshi For For
1.9 Elect Director Tanji, Yasuo For For
1.10 Elect Director Hachisuka, Kazuyo For For
1.11 Elect Director Koyama, Yoko For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Japan Airport Terminal Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.12 Elect Director Harada, Kazuyuki For For
1.13 Elect Director Ueki, Yoshiharu For For
1.14 Elect Director Kimura, Keiji For For
1.15 Elect Director Shibata, Koji For For
2 Appoint Statutory Auditor Takeshima, For For Kazuhiko
Konami Holdings Corp.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 9766
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Articles to Adopt Board Structure with For For Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval - Indemnify Directors
2.1 Elect Director Kozuki, Kagemasa For For
2.2 Elect Director Higashio, Kimihiko For For
2.3 Elect Director Hayakawa, Hideki For For
2.4 Elect Director Okita, Katsunori For For
2.5 Elect Director Matsura, Yoshihiro For For
3.1 Elect Director and Audit Committee Member For For Gemma, Akira
3.2 Elect Director and Audit Committee Member For For Yamaguchi, Kaori
3.3 Elect Director and Audit Committee Member For For Kubo, Kimito
4 Approve Compensation Ceiling for Directors For For Who Are Not Audit Committee Members
5 Approve Compensation Ceiling for Directors For For Who Are Audit Committee Members Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Landis+Gyr Group AG
Meeting Date: 06/24/2021 Country: Switzerland Meeting Type: Annual Ticker: LAND
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2.1 Approve Treatment of Net Loss For For
2.2 Approve Dividends of CHF 2.10 per Share For For from Capital Contribution Reserves
3 Approve Discharge of Board and Senior For For Management
4.1 Approve Remuneration Report For For
4.2 Approve Remuneration of Directors in the For For Amount of CHF 1.8 Million
4.3 Approve Remuneration of Executive For For Committee in the Amount of CHF 8.5 Million
5.1.1 Reelect Andreas Umbach as Director For For
5.1.2 Reelect Eric Elzvik as Director For For
5.1.3 Reelect Dave Geary as Director For For
5.1.4 Reelect Peter Mainz as Director For For
5.1.5 Reelect Soren Sorensen as Director For For
5.1.6 Reelect Andreas Spreiter as Director For For
5.1.7 Reelect Christina Stercken as Director For For
5.2 Elect Laureen Tolson as Director For For
5.3 Reelect Andreas Umbach as Board Chairman For For
5.4.1 Reappoint Eric Elzvik as Member of the For For Compensation Committee
5.4.2 Reappoint Dave Geary as Member of the For For Compensation Committee
5.4.3 Reappoint Peter Mainz as Member of the For For Compensation Committee
5.5 Ratify PricewaterhouseCoopers AG as For For Auditors
5.6 Designate Roger Foehn as Independent Proxy For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Landis+Gyr Group AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Transact Other Business (Voting) For Against
Blended Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
LEM Holding SA
Meeting Date: 06/24/2021 Country: Switzerland Meeting Type: Annual Ticker: LEHN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Accept Financial Statements and Statutory For For Reports
1.2 Approve Remuneration Report (Non-Binding) For For
Blended Rationale: Rationale: We are comfortable with the balance of fixed and variable compensation and therefore we approve this item.
2 Approve Allocation of Income and Dividends For For of CHF 42 per Share
3 Approve Discharge of Board and Senior For For Management
4 Approve Remuneration of Directors in the For For Amount of CHF 1.1 Million
5.1 Approve Short-Term Variable Remuneration For For of Executive Committee in the Amount of CHF 984,332
Blended Rationale: Rationale: Given the company’s development, we believe this amount is appropriate and not excessive. Therefore, we are supporting this resolution
5.2 Approve Long-Term Variable Remuneration of For For Executive Committee in the Amount of CHF 1.9 Million
5.3 Approve Fixed Remuneration of Executive For For Committee in the Amount of CHF 2.6 Million
6 Amend Articles Re: Age Limit for Board For For Members
7.1 Reelect Ilan Cohen as Director For For
7.2 Reelect Ulrich Looser as Director For For
Blended Rationale: Rationale: We are of the view that Ulrich Looser is independent and therefore we are supporting his reelection as Director. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
LEM Holding SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7.3 Reelect Ueli Wampfler as Director, if Item 6 is For For Approved
Blended Rationale: Rationale: Ueli Wampfler is a representative of the major shareholder and we are therefore supporting his re-election as Director.
7.4 Reelect Werner Weber as Director For For
7.5 Reelect Francois Gabella as Director For For
7.6 Reelect Andreas Huerlimann as Director and For For Board Chairman
8.1 Reappoint Ulrich Looser as Member of the For For Nomination and Compensation Committee
Blended Rationale: Rationale: We are of the view that Ulrich Looser is independent and therefore we are supporting his reappointment as Member of the Nomination and Compensation Committee.
8.2 Reappoint Andreas Huerlimann as Member of For For the Nomination and Compensation Committee
9 Designate Hartmann Dreyer as Independent For For Proxy
10 Ratify Ernst & Young Ltd. as Auditors For For
11 Transact Other Business (Voting) For Against
Blended Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
LEM Holding SA
Meeting Date: 06/24/2021 Country: Switzerland Meeting Type: Annual Ticker: LEHN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Share Re-registration Consent For For
Marubeni Corp.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 8002 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Marubeni Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kokubu, Fumiya For For
1.2 Elect Director Takahara, Ichiro For For
1.3 Elect Director Kakinoki, Masumi For For
1.4 Elect Director Terakawa, Akira For For
1.5 Elect Director Ishizuki, Mutsumi For For
1.6 Elect Director Oikawa, Kenichiro For For
1.7 Elect Director Furuya, Takayuki For For
1.8 Elect Director Kitabata, Takao For For
1.9 Elect Director Takahashi, Kyohei For For
1.10 Elect Director Okina, Yuri For For
1.11 Elect Director Hatchoji, Takashi For For
1.12 Elect Director Kitera, Masato For For
1.13 Elect Director Ishizuka, Shigeki For For
2.1 Appoint Statutory Auditor Kida, Toshiaki For For
2.2 Appoint Statutory Auditor Yoneda, Tsuyoshi For For
3 Approve Two Types of Restricted Stock Plans For For
Mazda Motor Corp.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 7261
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Marumoto, Akira For For
1.2 Elect Director Fujiwara, Kiyoshi For For
1.3 Elect Director Shobuda, Kiyotaka For For
1.4 Elect Director Ono, Mitsuru For For
1.5 Elect Director Koga, Akira For For
1.6 Elect Director Moro, Masahiro For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mazda Motor Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.7 Elect Director Aoyama, Yasuhiro For For
1.8 Elect Director Sato, Kiyoshi For For
1.9 Elect Director Ogawa, Michiko For For
2.1 Elect Director and Audit Committee Member For For Maruyama, Masatoshi
2.2 Elect Director and Audit Committee Member For For Watabe, Nobuhiko
2.3 Elect Director and Audit Committee Member For For Sakai, Ichiro
2.4 Elect Director and Audit Committee Member For Against Kitamura, Akira
Blended Rationale: A vote AGAINST this director nominee is warranted because:- This outside director candidate who will be an audit committee member lacks independence.
2.5 Elect Director and Audit Committee Member For For Shibasaki, Hiroko
2.6 Elect Director and Audit Committee Member For For Sugimori, Masato
3 Approve Deep Discount Stock Option Plan For For
MicroPort Scientific Corporation
Meeting Date: 06/24/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 853
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3.1 Elect Zhaohua Chang as Director For For
3.2 Elect Hongliang Yu as Director For For
3.3 Elect Chunyang Shao as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Chunyang Shao are warranted for lack of gender diversity on the board.
3.4 Elect Yasuhisa Kurogi as Director For For
4 Authorize Board to Fix Remuneration of For For Directors Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
MicroPort Scientific Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Approve KPMG as Auditor and Authorize For For Board to Fix Their Remuneration
6 Authorize Repurchase of Issued Share Capital For For
7 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
8 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
9 Approve Equity Option Scheme of Shenzhen For Against MicroPort Surgical (Group) Co., Ltd.
Blended Rationale: A vote AGAINST these resolutions is warranted given the directors of SMSG eligible to receive options under the proposed Subsidiary SOS are involved in the administration of the Subsidiary SOS.
10 Approve Grant of Options Under the Equity For Against Option Scheme of Shenzhen MicroPort Surgical (Group) Co., Ltd. to Cheng Zhiguang
Blended Rationale: A vote AGAINST these resolutions is warranted given the directors of SMSG eligible to receive options under the proposed Subsidiary SOS are involved in the administration of the Subsidiary SOS.
Mitsubishi Chemical Holdings Corp.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 4188
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kobayashi, Yoshimitsu For For
1.2 Elect Director Jean-Marc Gilson For For
1.3 Elect Director Date, Hidefumi For For
1.4 Elect Director Fujiwara, Ken For For
1.5 Elect Director Glenn H. Fredrickson For For
1.6 Elect Director Kobayashi, Shigeru For For
1.7 Elect Director Katayama, Hiroshi For For
1.8 Elect Director Hashimoto, Takayuki For For
1.9 Elect Director Hodo, Chikatomo For For
1.10 Elect Director Kikuchi, Kiyomi For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mitsubishi Chemical Holdings Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.11 Elect Director Yamada, Tatsumi For For
1.12 Elect Director Masai, Takako For For
NH Foods Ltd.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 2282
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Hata, Yoshihide For For
1.2 Elect Director Kito, Tetsuhiro For For
1.3 Elect Director Ikawa, Nobuhisa For For
1.4 Elect Director Maeda, Fumio For For
1.5 Elect Director Kono, Yasuko For For
1.6 Elect Director Iwasaki, Atsushi For For
1.7 Elect Director Arase, Hideo For For
1.8 Elect Director Kataoka, Masahito For For
2 Appoint Statutory Auditor Miyagai, Sadanori For For
Nihon M&A Center Inc.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 2127
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 15
2 Approve Adoption of Holding Company For For Structure and Transfer of Operations to Wholly Owned Subsidiary
3 Amend Articles to Change Company Name - For For Amend Business Lines
4.1 Elect Director Wakebayashi, Yasuhiro For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Nihon M&A Center Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4.2 Elect Director Miyake, Suguru For For
4.3 Elect Director Naraki, Takamaro For For
4.4 Elect Director Otsuki, Masahiko For For
4.5 Elect Director Takeuchi, Naoki For For
4.6 Elect Director Watanabe, Tsuneo For For
4.7 Elect Director Kumagai, Hideyuki For For
4.8 Elect Director Mori, Tokihiko For For
4.9 Elect Director Anna Dingley For For
4.10 Elect Director Takeuchi, Minako For For
5 Approve Compensation Ceiling for Directors For For Who Are Not Audit Committee Members
Nippon Telegraph & Telephone Corp.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 9432
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 55
2 Approve Trust-Type Equity Compensation For For Plan
3 Approve Cash Compensation Ceiling for For For Directors and Compensation Ceiling Set Aside for Board Members Shareholding Association
4 Remove Incumbent Director Shibutani, Naoki Against Against
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 55
2 Approve Trust-Type Equity Compensation For For Plan Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Nippon Telegraph & Telephone Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Approve Cash Compensation Ceiling for For For Directors and Compensation Ceiling Set Aside for Board Members Shareholding Association
4 Remove Incumbent Director Shibutani, Naoki Against Against
Nomura Real Estate Holdings, Inc.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 3231
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Nagamatsu, Shoichi For For
1.2 Elect Director Kutsukake, Eiji For For
1.3 Elect Director Matsuo, Daisaku For For
1.4 Elect Director Haga, Makoto For For
1.5 Elect Director Kurokawa, Hiroshi For For
1.6 Elect Director Higashi, Tetsuro For For
1.7 Elect Director Ito, Katsura For For
2.1 Elect Director and Audit Committee Member For For Kimura, Hiroyuki
2.2 Elect Director and Audit Committee Member For For Takayama, Yasushi
2.3 Elect Director and Audit Committee Member For For Mogi, Yoshio
2.4 Elect Director and Audit Committee Member For For Miyakawa, Akiko
Obayashi Corp.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 1802 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Obayashi Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 16
2.1 Elect Director Obayashi, Takeo For For
2.2 Elect Director Hasuwa, Kenji For For
2.3 Elect Director Sato, Takehito For For
2.4 Elect Director Kotera, Yasuo For For
2.5 Elect Director Murata, Toshihiko For For
2.6 Elect Director Sasagawa, Atsushi For For
2.7 Elect Director Sato, Toshimi For For
2.8 Elect Director Koizumi, Shinichi For For
2.9 Elect Director Izumiya, Naoki For For
2.10 Elect Director Kobayashi, Yoko For For
2.11 Elect Director Orii, Masako For For
2.12 Elect Director Kato, Hiroyuki For For
3 Approve Compensation Ceiling for Directors For For
4 Approve Trust-Type Equity Compensation For For Plan
Oil Co. LUKOIL PJSC
Meeting Date: 06/24/2021 Country: Russia Meeting Type: Annual Ticker: LKOH
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Annual Report, Financial Statements, For For and Allocation of Income, Including Dividends of RUB 213 per Share
Elect 11 Directors by Cumulative Voting
2.1 Elect Vagit Alekperov as Director None Against
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Oil Co. LUKOIL PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.2 Elect Viktor Blazheev as Director None Against
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.3 Elect Toby Trister Gati as Director None For
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.4 Elect Ravil Maganov as Director None Against
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.5 Elect Roger Munnings as Director None For
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.6 Elect Boris Porfirev as Director None For
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.7 Elect Pavel Teplukhin as Director None For
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.8 Elect Leonid Fedun as Director None Against
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.9 Elect Liubov Khoba as Director None Against
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.10 Elect Sergei Shatalov as Director None For
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.11 Elect Wolfgang Schuessel as Director None For
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
3 Elect Vagit Alekperov as President For For
4.1 Approve Remuneration of Directors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Oil Co. LUKOIL PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4.2 Approve Remuneration of New Directors For For
5 Ratify KPMG as Auditor For For
6 Amend Charter For For
7 Approve Related-Party Transaction Re: For For Liability Insurance for Directors, Executives, and Companies
Oil Co. LUKOIL PJSC
Meeting Date: 06/24/2021 Country: Russia Meeting Type: Annual Ticker: LKOH
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders
1 Approve Annual Report, Financial Statements, For For and Allocation of Income, Including Dividends of RUB 213 per Share
Elect 11 Directors by Cumulative Voting
2.1 Elect Vagit Alekperov as Director None Against
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.2 Elect Viktor Blazheev as Director None Against
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.3 Elect Toby Trister Gati as Director None For
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.4 Elect Ravil Maganov as Director None Against
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.5 Elect Roger Munnings as Director None For
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Oil Co. LUKOIL PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.6 Elect Boris Porfirev as Director None For
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.7 Elect Pavel Teplukhin as Director None For
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.8 Elect Leonid Fedun as Director None Against
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.9 Elect Liubov Khoba as Director None Against
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.10 Elect Sergei Shatalov as Director None For
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.11 Elect Wolfgang Schuessel as Director None For
Blended Rationale: Votes FOR Toby Gati, Roger Munnings, Boris Porfirev, Pavel Teplukhin, Sergei Shatalov and Wolfgang Schuessel (Items 2.3, 2.5, 2.6, 2.7, 2.10 and 2.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
3 Elect Vagit Alekperov as President For For
4.1 Approve Remuneration of Directors For For
4.2 Approve Remuneration of New Directors For For
5 Ratify KPMG as Auditor For For
6 Amend Charter For For
7 Approve Related-Party Transaction Re: For For Liability Insurance for Directors, Executives, and Companies
Olympus Corp.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 7733 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Olympus Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Takeuchi, Yasuo For For
1.2 Elect Director Fujita, Sumitaka For For
1.3 Elect Director Kaminaga, Susumu For For
1.4 Elect Director Iwamura, Tetsuo For For
1.5 Elect Director Masuda, Yasumasa For For
1.6 Elect Director Iwasaki, Atsushi For For
1.7 Elect Director David Robert Hale For For
1.8 Elect Director Jimmy C. Beasley For For
1.9 Elect Director Ichikawa, Sachiko For For
1.10 Elect Director Stefan Kaufmann For For
1.11 Elect Director Koga, Nobuyuki For For
OMRON Corp.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 6645
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 42
2.1 Elect Director Tateishi, Fumio For For
2.2 Elect Director Yamada, Yoshihito For For
2.3 Elect Director Miyata, Kiichiro For For
2.4 Elect Director Nitto, Koji For For
2.5 Elect Director Ando, Satoshi For For
2.6 Elect Director Kobayashi, Eizo For For
2.7 Elect Director Kamigama, Takehiro For For
2.8 Elect Director Kobayashi, Izumi For For
3.1 Appoint Statutory Auditor Tamaki, Shuji For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
OMRON Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.2 Appoint Statutory Auditor Kunihiro, Tadashi For For
4 Appoint Alternate Statutory Auditor For For Watanabe, Toru
5 Approve Trust-Type Equity Compensation For For Plan
OPKO Health, Inc.
Meeting Date: 06/24/2021 Country: USA Meeting Type: Annual Ticker: OPK
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Phillip Frost For For
1.2 Elect Director Jane H. Hsiao For For
1.3 Elect Director Steven D. Rubin For Withhold
Blended Rationale: WITHHOLD votes are warranted for Steven (Steve) Rubin serving as a director on more than five public company boards.
1.4 Elect Director Jon R. Cohen For For
1.5 Elect Director Robert S. Fishel For For
1.6 Elect Director Richard M. Krasno For For
1.7 Elect Director Prem A. Lachman For For
1.8 Elect Director Richard A. Lerner For For
1.9 Elect Director Roger J. Medel For For
1.10 Elect Director John A. Paganelli For Withhold
Blended Rationale: WITHHOLD votes are warranted for John Paganelli for serving as a non-independent member of a key board committee.
1.11 Elect Director Richard C. Pfenniger, Jr. For For
1.12 Elect Director Alice Lin-Tsing Yu For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Orpea SA
Meeting Date: 06/24/2021 Country: France Meeting Type: Annual/Special Ticker: ORP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Ordinary Business
1 Approve Financial Statements and Statutory For For Reports
2 Approve Consolidated Financial Statements For For and Statutory Reports
3 Approve Allocation of Income and Dividends For For of EUR 0.90 per Share
4 Approve Auditors' Special Report on For For Related-Party Transactions
5 Ratify Appointment of Olivier Lecomte as For For Director
6 Reelect Bernadette Danet-Chevallier as For For Director
7 Reelect Olivier Lecomte as Director For For
8 Approve Amendment of Remuneration Policy For For for 2020 of Yves Le Masne, CEO
9 Approve Amendment of Remuneration Policy For For for 2018 of Jean-Claude Brdenk, Vice-CEO Until 31 December 2020
10 Approve Amendment of Remuneration Policy For For for 2019 of Jean-Claude Brdenk, Vice-CEO Until 31 December 2020
11 Approve Amendment of Remuneration Policy For For for 2020 of Jean-Claude Brdenk, Vice-CEO Until 31 December 2020
12 Approve Compensation Report of Corporate For For Officers
13 Approve Compensation of Philippe Charrier, For For Chairman of the Board
14 Approve Compensation of Yves Le Masne, For For CEO
15 Approve Compensation of Jean-Claude For Against Brdenk, Vice-CEO Until 31 December 2020
Blended Rationale: A vote AGAINST this remuneration report is warranted as- The Board has used its discretion power to adjust the achievement level of 2 criteria attached to the annual bonus. These 2 criteria have been deemed achieved at target level while the initial target set has not been reached; and- The termination payment exceeds the 24 months of fixed and basic remuneration.
16 Approve Remuneration Policy of Directors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Orpea SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
17 Approve Remuneration Policy of Chairman of For For the Board
18 Approve Remuneration Policy of CEO For For
19 Authorize Repurchase of Up to 10 Percent of For For Issued Share Capital
Extraordinary Business
20 Authorize Decrease in Share Capital via For For Cancellation of Repurchased Shares
21 Authorize Issuance of Equity or Equity-Linked For For Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 40 Million
22 Authorize Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 8,078,915
23 Approve Issuance of Equity or Equity-Linked For For Securities for Private Placements, up to Aggregate Nominal Amount of EUR 8,078,915
24 Authorize Board to Increase Capital in the For For Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 21-23 and 25
25 Authorize Board to Set Issue Price for 10 For For Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights
26 Authorize Capital Increase of up to 10 Percent For For of Issued Capital for Contributions in Kind
27 Authorize Capital Issuances for Use in For For Employee Stock Purchase Plans
28 Ratify Amendments of Bylaws to Comply with For For Legal Changes
29 Amend Article 24 and 25 of Bylaws Re: For For General Meetings
30 Amend Articles of Bylaws to Comply with For Against Legal Changes
Blended Rationale: Item 30 merits a vote AGAINST as it may have a negative impact on shareholders' rights.
31 Authorize Filing of Required Documents/Other For For Formalities
Panasonic Corp.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 6752 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Panasonic Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Adoption of Holding Company For For Structure and Transfer of Operations to Wholly Owned Subsidiary
2 Amend Articles to Change Company Name - For For Amend Business Lines - Clarify Director Authority on Shareholder Meetings - Amend Provisions on Director Titles
3.1 Elect Director Tsuga, Kazuhiro For For
3.2 Elect Director Sato, Mototsugu For For
3.3 Elect Director Higuchi, Yasuyuki For For
3.4 Elect Director Homma, Tetsuro For For
3.5 Elect Director Tsutsui, Yoshinobu For For
3.6 Elect Director Ota, Hiroko For For
3.7 Elect Director Toyama, Kazuhiko For For
3.8 Elect Director Noji, Kunio For For
3.9 Elect Director Sawada, Michitaka For For
3.10 Elect Director Umeda, Hirokazu For For
3.11 Elect Director Laurence W.Bates For For
3.12 Elect Director Kusumi, Yuki For For
3.13 Elect Director Matsui, Shinobu For For
4 Approve Compensation Ceiling for Directors For For
Reliance Industries Ltd.
Meeting Date: 06/24/2021 Country: India Meeting Type: Annual Ticker: 500325
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Accept Financial Statements and Statutory For For Reports
1b Accept Consolidated Financial Statements and For For Statutory Reports
2 Approve Dividend For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Reliance Industries Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Elect Nikhil R. Meswani as Director For Against
Blended Rationale: Items 3 and 4: Re-elect Nikhil Rasiklal Meswani and Pawan Kumar Kapil as directorsA vote AGAINST the following nominees is warranted because:- The board independence norms are not met (based on Sustainability Advisory Services reclassification), and Pawan Kumar Kapil (Item 4) and Nikhil Rasiklal Meswani (Item 3) are non-independent director nominees.
4 Elect Pawan Kumar Kapil as Director For Against
Blended Rationale: Items 3 and 4: Re-elect Nikhil Rasiklal Meswani and Pawan Kumar Kapil as directorsA vote AGAINST the following nominees is warranted because:- The board independence norms are not met (based on Sustainability Advisory Services reclassification), and Pawan Kumar Kapil (Item 4) and Nikhil Rasiklal Meswani (Item 3) are non-independent director nominees.
5 Reelect Shumeet Banerji as Director For For
6 Approve Remuneration of Cost Auditors For For
Ricoh Co., Ltd.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 7752
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 7.5
2.1 Elect Director Yamashita, Yoshinori For For
2.2 Elect Director Inaba, Nobuo For For
2.3 Elect Director Matsuishi, Hidetaka For For
2.4 Elect Director Sakata, Seiji For For
2.5 Elect Director Oyama, Akira For For
2.6 Elect Director Iijima, Masami For For
2.7 Elect Director Hatano, Mutsuko For For
2.8 Elect Director Mori, Kazuhiro For For
2.9 Elect Director Yoko, Keisuke For For
2.10 Elect Director Tani, Sadafumi For For
3.1 Appoint Statutory Auditor Sato, Shinji For For
3.2 Appoint Statutory Auditor Ota, Yo For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Royalty Pharma Plc
Meeting Date: 06/24/2021 Country: United Kingdom Meeting Type: Annual Ticker: RPRX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Pablo Legorreta For For
1b Elect Director Henry Fernandez For For
1c Elect Director Bonnie Bassler For For
1d Elect Director Errol De Souza For For
1e Elect Director Catherine Engelbert For Against
Blended Rationale: A vote AGAINST incumbent Audit Committee members Catherine (Cathy) Engelbert and Gregory Norden is warranted given concerns on the risk oversight function of the board, in light of the pledging of a significant amount of the company's common stock by a director and the CEO.
1f Elect Director William Ford For For
1g Elect Director M. Germano Giuliani For For
1h Elect Director Ted Love For For
1i Elect Director Gregory Norden For Against
Blended Rationale: A vote AGAINST incumbent Audit Committee members Catherine (Cathy) Engelbert and Gregory Norden is warranted given concerns on the risk oversight function of the board, in light of the pledging of a significant amount of the company's common stock by a director and the CEO.
1j Elect Director Rory Riggs For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year
4 Ratify Ernst & Young as Auditors For For
5 Accept Financial Statements and Statutory For For Reports
6 Approve Remuneration Policy For For
7 Approve Remuneration Report For For
8 Ratify Ernst & Young as U.K. Statutory For For Auditors
9 Authorise Board to Fix Remuneration of For For Auditors
Sega Sammy Holdings, Inc.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 6460 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sega Sammy Holdings, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Satomi, Hajime For For
1.2 Elect Director Satomi, Haruki For For
1.3 Elect Director Fukazawa, Koichi For For
1.4 Elect Director Yoshizawa, Hideo For For
1.5 Elect Director Katsukawa, Kohei For For
1.6 Elect Director Melanie Brock For For
1.7 Elect Director Murasaki, Naoko For For
1.8 Elect Director Ishiguro, Fujiyo For For
2.1 Appoint Statutory Auditor Sakaue, Yukito For For
2.2 Appoint Statutory Auditor Okubo, Kazutaka For For
2.3 Appoint Statutory Auditor Kinoshita, Shione For For
3 Appoint Alternate Statutory Auditor Inaoka, For For Kazuaki
4 Approve Two Types of Restricted Stock Plans For For
Shriram Transport Finance Company Limited
Meeting Date: 06/24/2021 Country: India Meeting Type: Annual Ticker: 511218
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Accept Consolidated Financial Statements and For For Statutory Reports
3 Approve Final Dividend and Confirm 2 Interim For For Dividends
4 Reelect D. V. Ravi as Director For For
5 Authorize Board to Fix Remuneration of For For Haribhakti & Co. LLP, Chartered Accountants as Joint Auditors Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Shriram Transport Finance Company Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Authorize Board to Fix Remuneration of Pijush For For Gupta & Co. Chartered Accountants as Joint Auditors
7 Approve Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights
8 Approve Payment of Commission to For For Independent Directors
9 Approve Re-Designation of Umesh Revankar For For as Vice Chairman and Managing Director
SOHGO SECURITY SERVICES CO., LTD.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 2331
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 37
2.1 Elect Director Murai, Atsushi For For
2.2 Elect Director Aoyama, Yukiyasu For For
2.3 Elect Director Kayaki, Ikuji For For
2.4 Elect Director Hokari, Hirohisa For For
2.5 Elect Director Murai, Tsuyoshi For For
2.6 Elect Director Nomura, Shigeki For For
2.7 Elect Director Suzuki, Motohisa For For
2.8 Elect Director Kishimoto, Koji For For
2.9 Elect Director Kadowaki, Hideharu For For
2.10 Elect Director Ando, Toyoaki For For
2.11 Elect Director Suetsugu, Hirotomo For For
2.12 Elect Director Ikenaga, Toshie For For
3 Appoint Statutory Auditor Nakagawa, Yoshiaki For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Stanley Electric Co., Ltd.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 6923
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Hiratsuka, Yutaka For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The nominee is an incumbent representative director and there is a lack of gender diversity on the board.
1.2 Elect Director Tanabe, Toru For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The nominee is an incumbent representative director and there is a lack of gender diversity on the board.
1.3 Elect Director Yoneya, Mitsuhiro For For
1.4 Elect Director Kaizumi, Yasuaki For For
1.5 Elect Director Ueda, Keisuke For For
1.6 Elect Director Mori, Masakatsu For For
1.7 Elect Director Kono, Hirokazu For For
1.8 Elect Director Takeda, Yozo For For
1.9 Elect Director Tomeoka, Tatsuaki For For
2 Appoint Statutory Auditor Shimoda, Koji For For
Sumitomo Dainippon Pharma Co., Ltd.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 4506
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 14
2 Amend Articles to Change Company Name For For
3.1 Elect Director Tada, Masayo For For
3.2 Elect Director Nomura, Hiroshi For For
3.3 Elect Director Odagiri, Hitoshi For For
3.4 Elect Director Kimura, Toru For For
3.5 Elect Director Ikeda, Yoshiharu For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sumitomo Dainippon Pharma Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.6 Elect Director Atomi, Yutaka For For
3.7 Elect Director Arai, Saeko For For
3.8 Elect Director Endo, Nobuhiro For For
3.9 Elect Director Usui, Minoru For For
4.1 Appoint Statutory Auditor Oe, Yoshinori For For
4.2 Appoint Statutory Auditor Fujii, Junsuke For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence.
4.3 Appoint Statutory Auditor Mochizuki, Mayumi For For
5 Approve Compensation Ceiling for Directors For For
The Kroger Co.
Meeting Date: 06/24/2021 Country: USA Meeting Type: Annual Ticker: KR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Nora A. Aufreiter For For
Blended Rationale: A vote FOR the director nominees is warranted.
1b Elect Director Kevin M. Brown For For
Blended Rationale: A vote FOR the director nominees is warranted.
1c Elect Director Anne Gates For For
Blended Rationale: A vote FOR the director nominees is warranted.
1d Elect Director Karen M. Hoguet For For
Blended Rationale: A vote FOR the director nominees is warranted.
1e Elect Director W. Rodney McMullen For For
Blended Rationale: A vote FOR the director nominees is warranted.
1f Elect Director Clyde R. Moore For For
Blended Rationale: A vote FOR the director nominees is warranted.
1g Elect Director Ronald L. Sargent For For
Blended Rationale: A vote FOR the director nominees is warranted. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
The Kroger Co.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1h Elect Director J. Amanda Sourry Knox For For (Amanda Sourry)
Blended Rationale: A vote FOR the director nominees is warranted.
1i Elect Director Mark S. Sutton For For
Blended Rationale: A vote FOR the director nominees is warranted.
1j Elect Director Ashok Vemuri For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: A vote FOR this proposal is warranted. The STI program is primarily based on pre-set financial goals, and the COVID-related overachievement in Q1 was separated from the annual results. Additionally, while the forward-looking goals remain undisclosed, the equity awards are half performance-based with multi-year goals and limited upside potential, and the pay outcomes were aligned with TSR performance.
3 Ratify PricewaterhouseCoopers LLC as Auditor For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
4 Assess Environmental Impact of Against For Non-Recyclable Packaging
Blended Rationale: A vote FOR this proposal is warranted, as additional disclosure on metrics and targets related to the use of plastic packaging would allow shareholders to better assess the company's management of associated financial, environmental, and reputational risks.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Nora A. Aufreiter For For
1b Elect Director Kevin M. Brown For For
1c Elect Director Anne Gates For For
1d Elect Director Karen M. Hoguet For For
1e Elect Director W. Rodney McMullen For For
1f Elect Director Clyde R. Moore For For
1g Elect Director Ronald L. Sargent For For
1h Elect Director J. Amanda Sourry Knox For For (Amanda Sourry)
1i Elect Director Mark S. Sutton For For
1j Elect Director Ashok Vemuri For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify PricewaterhouseCoopers LLC as Auditor For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
The Kroger Co.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Assess Environmental Impact of Against For Non-Recyclable Packaging
Blended Rationale: A vote FOR this proposal is warranted, as additional disclosure on metrics and targets related to the use of plastic packaging would allow shareholders to better assess the company's management of associated financial, environmental, and reputational risks.
THG Plc
Meeting Date: 06/24/2021 Country: United Kingdom Meeting Type: Annual Ticker: THG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Remuneration Policy For For
4 Elect Matthew Moulding as Director For For
5 Elect John Gallemore as Director For For
6 Elect Zillah Byng-Thorne as Director For For
7 Elect Dominic Murphy as Director For For
8 Elect Edward Koopman as Director For For
9 Elect Iain McDonald as Director For For
10 Elect Damian Sanders as Director For For
11 Elect Tiffany Hall as Director For For
12 Appoint Ernst & Young LLP as Auditors For For
13 Authorise the Audit Committee to Fix For For Remuneration of Auditors
14 Authorise Issue of Equity For For
15 Authorise UK Political Donations and For For Expenditure
16 Authorise Issue of Equity without Pre-emptive For For Rights
17 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
18 Authorise Market Purchase of Ordinary Shares For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
THG Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
19 Authorise the Company to Call General For For Meeting with Two Weeks' Notice
TIS, Inc. (Japan)
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 3626
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 24
2 Amend Articles to Amend Business Lines For For
3.1 Elect Director Kuwano, Toru For For
3.2 Elect Director Okamoto, Yasushi For For
3.3 Elect Director Adachi, Masahiko For For
3.4 Elect Director Yanai, Josaku For For
3.5 Elect Director Kitaoka, Takayuki For For
3.6 Elect Director Shinkai, Akira For For
3.7 Elect Director Sano, Koichi For For
3.8 Elect Director Tsuchiya, Fumio For For
3.9 Elect Director Mizukoshi, Naoko For For
4 Approve Trust-Type Equity Compensation For For Plan
Toyo Suisan Kaisha, Ltd.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 2875
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 50
2.1 Elect Director Tsutsumi, Tadasu For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Toyo Suisan Kaisha, Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.2 Elect Director Imamura, Masanari For For
2.3 Elect Director Sumimoto, Noritaka For For
2.4 Elect Director Oki, Hitoshi For For
2.5 Elect Director Makiya, Rieko For For
2.6 Elect Director Mochizuki, Masahisa For For
2.7 Elect Director Murakami, Osamu For For
2.8 Elect Director Murayama, Ichiro For For
2.9 Elect Director Hayama, Tomohide For For
2.10 Elect Director Matsumoto, Chiyoko For For
2.11 Elect Director Yachi, Hiroyasu For For
2.12 Elect Director Mineki, Machiko For For
2.13 Elect Director Yazawa, Kenichi For For
2.14 Elect Director Chino, Isamu For For
2.15 Elect Director Kobayashi, Tetsuya For For
3 Appoint Alternate Statutory Auditor Ushijima, For For Tsutomu
4 Approve Annual Bonus For For
Toyota Tsusho Corp.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 8015
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 62
2.1 Elect Director Karube, Jun For For
2.2 Elect Director Kashitani, Ichiro For For
2.3 Elect Director Kondo, Takahiro For For
2.4 Elect Director Tominaga, Hiroshi For For
2.5 Elect Director Iwamoto, Hideyuki For For
2.6 Elect Director Fujisawa, Kumi For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Toyota Tsusho Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.7 Elect Director Komoto, Kunihito For For
2.8 Elect Director Didier Leroy For For
2.9 Elect Director Inoue, Yukari For For
3 Approve Annual Bonus For For
Twitter, Inc.
Meeting Date: 06/24/2021 Country: USA Meeting Type: Annual Ticker: TWTR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Jesse Cohn For For
Blended Rationale: A vote FOR the director nominees is warranted.
1b Elect Director Martha Lane Fox For For
Blended Rationale: A vote FOR the director nominees is warranted.
1c Elect Director Fei-Fei Li For For
Blended Rationale: A vote FOR the director nominees is warranted.
1d Elect Director David Rosenblatt For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: Although there is some concern given the duplicate metrics used in the short and long-term incentive programs, a vote FOR this proposal is warranted as pay and performance are reasonably aligned at this time.
3 Advisory Vote on Say on Pay Frequency One Year One Year
Blended Rationale: A vote for the adoption of an ANNUAL say-on-pay frequency is warranted. Annual say-on-pay votes are considered a best practice as they give shareholders a regular opportunity to opine on executive pay.
4 Ratify PricewaterhouseCoopers LLP as For For Auditors
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
5 Declassify the Board of Directors For For
Blended Rationale: A vote FOR this proposal is warranted as it enhances board accountability to shareholders and demonstrates a commitment to shareholders' interests on the part of management.
6 Report on Climate Change *Withdrawn Resolution* Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Twitter, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7 Require Independent Director Nominee with Against For Human and/or Civil Rights Experience
Blended Rationale: A vote FOR this resolution is warranted. A director with human and/or civil rights expertise as a core part of their previous professional experience, training, or education, would be of value to Twitter given the human rights risks of its current general operations. Such a director could enhance the board's oversight of human rights-related risks.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Jesse Cohn For For
1b Elect Director Martha Lane Fox For For
1c Elect Director Fei-Fei Li For For
1d Elect Director David Rosenblatt For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year
4 Ratify PricewaterhouseCoopers LLP as For For Auditors
5 Declassify the Board of Directors For For
6 Report on Climate Change *Withdrawn Resolution*
Blended Rationale: A vote FOR this proposal is warranted, as additional information on the company's performance and improvement targets towards achieving net zero emissions, as well as related oversight mechanisms, would allow shareholders to better assess the company's management of climate-related risks.
7 Require Independent Director Nominee with Against For Human and/or Civil Rights Experience
Blended Rationale: A vote FOR this resolution is warranted. A director with human and/or civil rights expertise as a core part of their previous professional experience, training, or education, would be of value to Facebook given the human rights risks of its current general operations. Such a director could enhance the board's oversight of human rights-related risks.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Jesse Cohn For For
1b Elect Director Martha Lane Fox For For
1c Elect Director Fei-Fei Li For For
1d Elect Director David Rosenblatt For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Twitter, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Advisory Vote on Say on Pay Frequency One Year One Year
4 Ratify PricewaterhouseCoopers LLP as For For Auditors
5 Declassify the Board of Directors For For
6 Report on Climate Change *Withdrawn Resolution*
Blended Rationale: A vote FOR this proposal is warranted, as additional information on the company's performance and improvement targets towards achieving net zero emissions, as well as related oversight mechanisms, would allow shareholders to better assess the company's management of climate-related risks.
7 Require Independent Director Nominee with Against For Human and/or Civil Rights Experience
Blended Rationale: A vote FOR this resolution is warranted. A director with human and/or civil rights expertise as a core part of their previous professional experience, training, or education, would be of value to Facebook given the human rights risks of its current general operations. Such a director could enhance the board's oversight of human rights-related risks.
Ultragenyx Pharmaceutical Inc.
Meeting Date: 06/24/2021 Country: USA Meeting Type: Annual Ticker: RARE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Deborah Dunsire For For
1b Elect Director Michael Narachi For For
2 Ratify Ernst & Young LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
United Company RUSAL Plc
Meeting Date: 06/24/2021 Country: Russia Meeting Type: Annual Ticker: RUAL
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Annual Report For For
2 Approve Consolidated Financial Statements For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
United Company RUSAL Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Accept Financial Statements For For
4 Approve Allocation of Income and Omission For For of Dividends
5 Approve Ernst & Young as Auditor and For For Authorize Board to Fix Their Remuneration
6.1 Elect Evgenii Vavilov as Director For For
6.2 Elect Anna Vasilenko as Director For For
6.3 Elect Bernard Zonneveld as Director For For
6.4 Elect Vladimir Kolmogorov as Director For For
6.5 Elect Evgeny Kuryanov as Director For For
6.6 Elect Evgenii Nikitin as Director For For
6.7 Elect Vyacheslav Solomin as Director For For
6.8 Elect Evgeny Shvarts as Director For For
6.9 Elect Marco Musetti as Director For For
6.10 Elect Dmitry Vasiliev as Director For For
6.11 Elect Randolph Reynolds as Director For For
6.12 Elect Kevin Parker as Director For For
6.13 Elect Christopher Burnham as Director For Against
Blended Rationale: Votes AGAINST the election of Christopher Burnham (Item 6.13) and Nicholas (Nick) Jordan (Item 6.14) are warranted because the proposed directors have low attendance of the meetings during the previous year. The company did not justify the low attendance of these directors.
6.14 Elect Nicholas Jordan as Director For Against
Blended Rationale: Votes AGAINST the election of Christopher Burnham (Item 6.13) and Nicholas (Nick) Jordan (Item 6.14) are warranted because the proposed directors have low attendance of the meetings during the previous year. The company did not justify the low attendance of these directors.
7 Approve Remuneration of Directors For Against
Blended Rationale: A vote AGAINST this item is warranted because the proposed remuneration is excessive compared to the local and international peer companies.
Elect Five Members of Audit Commission
8.1 Elect Tatiana Plotnikova as Member of Audit For For Commission
8.2 Elect Anton Drozdov as Member of Audit For For Commission
8.3 Elect Yuri Perevalov as Member of Audit For For Commission Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
United Company RUSAL Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8.4 Elect Alexey Kundius as Member of Audit For Against Commission
Blended Rationale: Votes FOR the election of Tatiana Plotnikova (Item 8.1), Anton Drozdov (Item 8.2), Yuri Perevalov (Item 8.3), and votes AGAINST the election of Alexey Kundius (Item 8.4), Vyacheslav Lavrentiev (Item 8.5) are warranted because:- Only five of the six nominees will be elected.- There are no concerns regarding the current composition of the audit commission.- As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.
8.5 Elect Vyacheslav Lavrentiev as Member of For Against Audit Commission
Blended Rationale: Votes FOR the election of Tatiana Plotnikova (Item 8.1), Anton Drozdov (Item 8.2), Yuri Perevalov (Item 8.3), and votes AGAINST the election of Alexey Kundius (Item 8.4), Vyacheslav Lavrentiev (Item 8.5) are warranted because:- Only five of the six nominees will be elected.- There are no concerns regarding the current composition of the audit commission.- As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.
9 Amend Charter For For
Yamaha Corp.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 7951
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 33
2.1 Elect Director Nakata, Takuya For For
2.2 Elect Director Yamahata, Satoshi For For
2.3 Elect Director Fukui, Taku For For
2.4 Elect Director Hidaka, Yoshihiro For For
2.5 Elect Director Fujitsuka, Mikio For For
2.6 Elect Director Paul Candland For For
2.7 Elect Director Shinohara, Hiromichi For For
2.8 Elect Director Yoshizawa, Naoko For For
Yamato Holdings Co., Ltd.
Meeting Date: 06/24/2021 Country: Japan Meeting Type: Annual Ticker: 9064 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Yamato Holdings Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Yamauchi, Masaki For For
1.2 Elect Director Nagao, Yutaka For For
1.3 Elect Director Shibasaki, Kenichi For For
1.4 Elect Director Kanda, Haruo For For
1.5 Elect Director Mori, Masakatsu For For
1.6 Elect Director Tokuno, Mariko For For
1.7 Elect Director Kobayashi, Yoichi For For
1.8 Elect Director Sugata, Shiro For For
1.9 Elect Director Kuga, Noriyuki For For
2 Appoint Statutory Auditor Yamashita, Takashi For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Yamauchi, Masaki For For
1.2 Elect Director Nagao, Yutaka For For
1.3 Elect Director Shibasaki, Kenichi For For
1.4 Elect Director Kanda, Haruo For For
1.5 Elect Director Mori, Masakatsu For For
1.6 Elect Director Tokuno, Mariko For For
1.7 Elect Director Kobayashi, Yoichi For For
1.8 Elect Director Sugata, Shiro For For
1.9 Elect Director Kuga, Noriyuki For For
2 Appoint Statutory Auditor Yamashita, Takashi For For
Zai Lab Limited
Meeting Date: 06/24/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 9688 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Zai Lab Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders
1 Declassify the Board of Directors For For
2 Amend Articles For For
3 Amend Articles to Adopt the Fifth Amendment For For of Articles of Association
4 Ratify Deloitte Touche Tohmatsu Certified For For Public Accountants LLP and Deloitte Touche Tohmatsu as Auditors
Air Water Inc.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 4088
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Toyoda, Masahiro For For
1.2 Elect Director Toyoda, Kikuo For For
1.3 Elect Director Imai, Yasuo For For
1.4 Elect Director Shirai, Kiyoshi For For
1.5 Elect Director Machida, Masato For For
1.6 Elect Director Karato, Yu For For
1.7 Elect Director Sakamoto, Yukiko For For
1.8 Elect Director Shimizu, Isamu For For
1.9 Elect Director Matsui, Takao For For
Alfresa Holdings Corp.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 2784 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Alfresa Holdings Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kubo, Taizo For For
1.2 Elect Director Arakawa, Ryuji For For
1.3 Elect Director Izumi, Yasuki For For
1.4 Elect Director Kishida, Seiichi For For
1.5 Elect Director Katsuki, Hisashi For For
1.6 Elect Director Shimada, Koichi For For
1.7 Elect Director Fukujin, Yusuke For For
1.8 Elect Director Yatsurugi, Yoichiro For For
1.9 Elect Director Hara, Takashi For For
1.10 Elect Director Kinoshita, Manabu For For
1.11 Elect Director Takeuchi, Toshie For For
2.1 Appoint Statutory Auditor Kamigaki, Seisui For For
2.2 Appoint Statutory Auditor Kato, Yoshitaka For For
AMADA Co., Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 6113
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 15
2.1 Elect Director Isobe, Tsutomu For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.2 Elect Director Kurihara, Toshinori For For
2.3 Elect Director Miwa, Kazuhiko For For
2.4 Elect Director Yamanashi, Takaaki For For
2.5 Elect Director Okamoto, Mitsuo For For
2.6 Elect Director Mazuka, Michiyoshi For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
AMADA Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.7 Elect Director Chino, Toshitake For For
2.8 Elect Director Miyoshi, Hidekazu For For
3 Appoint Statutory Auditor Nishiura, Seiji For For
4 Appoint Alternate Statutory Auditor Murata, For For Makoto
Asahi Kasei Corp.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 3407
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kobori, Hideki For For
1.2 Elect Director Takayama, Shigeki For For
1.3 Elect Director Yoshida, Hiroshi For For
1.4 Elect Director Sakamoto, Shuichi For For
1.5 Elect Director Kawabata, Fumitoshi For For
1.6 Elect Director Kudo, Koshiro For For
1.7 Elect Director Tatsuoka, Tsuneyoshi For For
1.8 Elect Director Okamoto, Tsuyoshi For For
1.9 Elect Director Maeda, Yuko For For
2.1 Appoint Statutory Auditor Shibata, Yutaka For For
2.2 Appoint Statutory Auditor Mochizuki, Akemi For For
Asia Cement Corp.
Meeting Date: 06/25/2021 Country: Taiwan Meeting Type: Annual Ticker: 1102
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Asia Cement Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve Profit Distribution For For
3 Approve Amendment to Rules and Procedures For For for Election of Directors
Bureau Veritas SA
Meeting Date: 06/25/2021 Country: France Meeting Type: Annual/Special Ticker: BVI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Ordinary Business
1 Approve Financial Statements and Statutory For For Reports
2 Approve Consolidated Financial Statements For For and Statutory Reports
3 Approve Allocation of Income and Dividends For For of EUR 0.36 per Share
4 Approve Auditors' Special Report on For For Related-Party Transactions Mentioning the Absence of New Transactions
5 Reelect Ana Giros Calpe as Director For For
6 Reelect Lucia Sinapi-Thomas as Director For For
7 Reelect Andre François-Poncet as Director For For
8 Reelect Jerome Michiels as Director For For
9 Elect Julie Avrane-Chopard as Director For For
10 Ratify Appointment of Christine For For Anglade-Pirzadeh as Director
11 Approve Compensation Report of Corporate For For Officers
12 Approve Compensation of Aldo Cardoso, For For Chairman of the Board Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Bureau Veritas SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
13 Approve Compensation of Didier For Against Michaud-Daniel, CEO
Blended Rationale: A vote AGAINST this remuneration report is warranted because:- The level of disclosure surrounding the achievement of the bonus performance criteria is limited;- The performance targets attached to the granted LTIPs are not disclosed;- The revenue performance criteria only applies to half of the awards granted under LTIPs;- The performance period of the granted LTIPs is not deemed sufficiently long-term oriented;- The LTIPs granted in 2020 are not subject to a presence condition;- The level of disclosure surrounding vested LTIPs is limited;- The adjustment proposed under the 2013, 2018 and 2019 LTI plans decided by the board would erase entirely the effects of the Covid-19 crisis on these two years and enable a total acquisition of the performance shares and options under the 2018 plans. The long-term remuneration under these plans would therefore be in disconnection with the company's performance and shareholders' interests.
14 Approve Remuneration Policy of Directors For For
15 Approve Remuneration Policy of Chairman of For For the Board
16 Approve Remuneration Policy of CEO For For
17 Authorize Repurchase of Up to 10 Percent of For For Issued Share Capital
Extraordinary Business
18 Set Total Limit for Capital Increase to Result For For from Issuance Requests Under Items 19, 21-24 and 26 at EUR 16.2 Million
19 Authorize Issuance of Equity or Equity-Linked For For Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 16.2 Million
20 Authorize Capitalization of Reserves of Up to For For EUR 16.2 Million for Bonus Issue or Increase in Par Value
21 Authorize Capital Increase of up to 10 Percent For For of Issued Capital for Contributions in Kind
22 Authorize Capital Increase of Up to EUR 5.4 For For Million for Future Exchange Offers
23 Authorize Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 5.4 Million
24 Approve Issuance of Equity or Equity-Linked For For Securities Reserved for Qualified Investors, up to Aggregate Nominal Amount of EUR 5.4 Million
25 Authorize Board to Set Issue Price for 10 For For Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights
26 Authorize Board to Increase Capital in the For For Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 19 and 23-25
27 Authorize up to 1.5 Percent of Issued Capital For For for Use in Stock Option Plans Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Bureau Veritas SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
28 Authorize up to 1 Percent of Issued Capital For For for Use in Restricted Stock Plans
29 Authorize Capital Issuances for Use in For For Employee Stock Purchase Plans
30 Authorize Decrease in Share Capital via For For Cancellation of Repurchased Shares
31 Amend Article 10 of Bylaws Re: Identification For For of Shareholders
32 Amend Article 15 of Bylaws Re: Written For For Consultation
33 Amend Article 17 of Bylaws Re: Age Limit of For For Chairman of the Board
34 Amend Article 19 of Bylaws Re: Age Limit of For For CEO
35 Amend Article 22 of Bylaws Re: Designation For For of Alternate Auditor
36 Amend Articles of Bylaws to Comply with For For Legal Changes
37 Authorize Filing of Required Documents/Other For For Formalities
China Conch Venture Holdings Limited
Meeting Date: 06/25/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 586
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3a Elect Ji Qinying as Director For For
3b Elect Li Daming as Director For For
3c Elect Chang Zhangli as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee member Zhangli Chang are warranted for lack of gender diversity on the board.A vote AGAINST Chang Zhangli is warranted given the issues surrounding his reappointment to Shanshui Cement's board that may cast doubt on his suitability to serve as a director of the company.
3d Authorize Board to Fix Remuneration of For For Directors
4 Approve KPMG as Auditors and Authorize For For Board to Fix Their Remuneration Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China Conch Venture Holdings Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Authorize Repurchase of Issued Share Capital For For
6 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
7 Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
China Construction Bank Corporation
Meeting Date: 06/25/2021 Country: China Meeting Type: Annual Ticker: 939
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve Report of the Board of Directors For For
2 Approve Report of the Board of Supervisors For For
3 Approve Final Financial Accounts For For
4 Approve Profit Distribution Plan For For
5 Approve Budget for Fixed Assets Investment For For
6 Elect Kenneth Patrick Chung as Director For For
7 Elect Leung Kam Chung, Antony as Director For For
8 Approve Ernst & Young Hua Ming LLP as For For Domestic Auditor and Ernst & Young as International Auditor and Authorize Board to Fix Their Remuneration
China Merchants Bank Co., Ltd.
Meeting Date: 06/25/2021 Country: China Meeting Type: Annual Ticker: 3968 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China Merchants Bank Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve Work Report of the Board of For For Directors
2 Approve Work Report of the Board of For For Supervisors
3 Approve Annual Report For For
4 Approve Audited Financial Statements For For
5 Approve Profit Appropriation Plan For For
6 Approve Deloitte Touche Tohmatsu Certified For For Public Accountants LLP (Special General Partnership) as Domestic Auditor and Deloitte Touche Tohmatsu Certified Public Accountants as Overseas Auditor and Authorize Board to Fix Their Remuneration
7 Approve Related Party Transaction Report For For
8 Elect Li Chaoxian as Director For For
9 Elect Shi Yongdong as Director For For
10 Elect Guo Xikun as Supervisor For For
11 Approve Medium-Term Capital Management For For Plan for 2021-2023
12 Approve Redemption of Capital Bonds For For
13 Approve Authorization to Issue Capital Bonds For For
14 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST this resolution is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
China Merchants Bank Co., Ltd.
Meeting Date: 06/25/2021 Country: China Meeting Type: Annual Ticker: 3968
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF A SHARES Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China Merchants Bank Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Work Report of the Board of For For Directors
2 Approve Work Report of the Board of For For Supervisors
3 Approve Annual Report For For
4 Approve Audited Financial Statements For For
5 Approve Profit Appropriation Plan For For
6 Approve Deloitte Touche Tohmatsu Certified For For Public Accountants LLP (Special General Partnership) as Domestic Auditor and Deloitte Touche Tohmatsu Certified Public Accountants as Overseas Auditor and Authorize Board to Fix Their Remuneration
7 Approve Related Party Transaction Report For For
8 Elect Li Chaoxian as Director For For
9 Elect Shi Yongdong as Director For For
10 Elect Guo Xikun as Supervisor For For
11 Approve Medium-Term Capital Management For For Plan for 2021-2023
12 Approve Redemption of Capital Bonds For For
13 Approve Authorization to Issue Capital Bonds For For
14 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
China Shenhua Energy Company Limited
Meeting Date: 06/25/2021 Country: China Meeting Type: Annual Ticker: 1088
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve Report of the Board of Directors For For
2 Approve Report of the Supervisory Committee For For
3 Approve Audited Financial Statements For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China Shenhua Energy Company Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Approve Profit Distribution Plan and Final For For Dividend
5 Approve Remuneration of Directors and For For Supervisors
6 Approve KPMG as International Auditors and For For KPMG Huazhen LLP as PRC Auditors and Authorize Directors' Committee to Fix Their Remuneration
7 Approve 2021-2023 Financial Services For Against Agreement with China Energy Finance Co., Ltd., Proposed Annual Caps and Related Transactions
Blended Rationale: A vote AGAINST this proposal is warranted because the proposed related-party transactions include a financial service agreement with the group finance company, which may expose the company to unnecessary risks.
8 Elect Yang Rongming as Director For For
9 Approve Decrease of Registered Capital and For Against Amend Articles of Association
Blended Rationale: A vote AGAINST is warranted because the proposed article amendments are not considered to adequately provide for accountability and transparency to shareholders.
10 Approve Grant of General Mandate to the For For Board to Repurchase H Shares of the Company
China Shenhua Energy Company Limited
Meeting Date: 06/25/2021 Country: China Meeting Type: Special Ticker: 1088
Proposal Vote Number Proposal Text Mgmt Rec Instruction
CLASS MEETING FOR HOLDERS OF H SHARES
1 Approve Grant of General Mandate to the For For Board to Repurchase H Shares of the Company
Chubu Electric Power Co., Inc.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 9502 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Chubu Electric Power Co., Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 25
2.1 Elect Director Katsuno, Satoru For For
2.2 Elect Director Hayashi, Kingo For For
2.3 Elect Director Mizutani, Hitoshi For For
2.4 Elect Director Ito, Hisanori For For
2.5 Elect Director Ihara, Ichiro For For
2.6 Elect Director Otani, Shinya For For
2.7 Elect Director Hashimoto, Takayuki For For
2.8 Elect Director Shimao, Tadashi For For
2.9 Elect Director Kurihara, Mitsue For For
3 Approve Trust-Type Equity Compensation For For Plan
4 Amend Articles to Decommission Hamaoka Against Against Nuclear Power Station
5 Amend Articles to Establish Committee to Against Against Review Nuclear Accident Evacuation Plan
6 Amend Articles to Ban Reprocessing of Spent Against For Nuclear Fuels
Blended Rationale: A vote FOR this proposal is recommended because:- The proponents have raised legitimate cost, safety, and strategic concerns about the utility's participation in reprocessing efforts.
7 Amend Articles to Add Provisions on Ethical Against Against Principles in Electric Power Generation
Daifuku Co., Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 6383
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Geshiro, Hiroshi For For
1.2 Elect Director Honda, Shuichi For For
1.3 Elect Director Sato, Seiji For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Daifuku Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.4 Elect Director Hayashi, Toshiaki For For
1.5 Elect Director Nobuta, Hiroshi For For
1.6 Elect Director Ozawa, Yoshiaki For For
1.7 Elect Director Sakai, Mineo For For
1.8 Elect Director Kato, Kaku For For
1.9 Elect Director Kaneko, Keiko For For
Daito Trust Construction Co., Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 1878
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 251
2.1 Elect Director Kobayashi, Katsuma For For
2.2 Elect Director Kawai, Shuji For For
2.3 Elect Director Takeuchi, Kei For For
2.4 Elect Director Sato, Koji For For
2.5 Elect Director Uchida, Kanitsu For For
2.6 Elect Director Tate, Masafumi For For
2.7 Elect Director Mori, Yoshihiro For For
2.8 Elect Director Yamaguchi, Toshiaki For For
2.9 Elect Director Sasaki, Mami For For
2.10 Elect Director Shoda, Takashi For For
2.11 Elect Director Iritani, Atsushi For For
3.1 Appoint Statutory Auditor Uno, Masayasu For For
3.2 Appoint Statutory Auditor Matsushita, Masa For For
3.3 Appoint Statutory Auditor Kobayashi, Kenji For For
4 Appoint Ernst & Young ShinNihon LLC as New For For External Audit Firm Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
ENEOS Holdings, Inc.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 5020
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 11
2.1 Elect Director Sugimori, Tsutomu For For
2.2 Elect Director Ota, Katsuyuki For For
2.3 Elect Director Yokoi, Yoshikazu For For
2.4 Elect Director Iwase, Junichi For For
2.5 Elect Director Yatabe, Yasushi For For
2.6 Elect Director Hosoi, Hiroshi For For
2.7 Elect Director Murayama, Seiichi For For
2.8 Elect Director Saito, Takeshi For For
2.9 Elect Director Ota, Hiroko For For
2.10 Elect Director Miyata, Yoshiiku For For
2.11 Elect Director Kudo, Yasumi For For
3.1 Elect Director and Audit Committee Member For For Nishimura, Shingo
3.2 Elect Director and Audit Committee Member For For Mitsuya, Yuko
Entain Plc
Meeting Date: 06/25/2021 Country: Isle of Man Meeting Type: Annual Ticker: ENT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Ratify KPMG LLP as Auditors For For
4 Authorise Board to Fix Remuneration of For For Auditors Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Entain Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Elect David Satz as Director For For
6 Elect Robert Hoskin as Director For For
7 Elect Stella David as Director For For
8 Elect Vicky Jarman as Director For For
9 Elect Mark Gregory as Director For For
10 Re-elect Rob Wood as Director For For
11 Re-elect Jette Nygaard-Andersen as Director For For
12 Re-elect Barry Gibson as Director For For
13 Re-elect Peter Isola as Director For For
14 Re-elect Pierre Bouchut as Director For For
15 Re-elect Virginia McDowell as Director For For
16 Approve Increase in Aggregate Fees Payable For For to Non-executive Directors
17 Approve Increase in Size of Board For For
18 Authorise Issue of Equity For For
19 Authorise Issue of Equity without Pre-emptive For For Rights
20 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
21 Authorise Market Purchase of Shares For For
First Financial Holding Co. Ltd.
Meeting Date: 06/25/2021 Country: Taiwan Meeting Type: Annual Ticker: 2892
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Consolidated Financial Statements
2 Approve Profit Distribution For For
3 Approve the Issuance of New Shares by For For Capitalization of Profit
ELECT 10 OUT OF 12 NON-INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
First Financial Holding Co. Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4.1 Elect YE-CHIN CHIOU, a Representative of For For MINISTRY OF FINANCE, with SHAREHOLDER NO.1250015, as Non-Independent Director
4.2 Elect FEN-LEN CHEN, a Representative of For For MINISTRY OF FINANCE, with SHAREHOLDER NO.1250015, as Non-Independent Director
4.3 Elect SHANG-CHIH WANG, a Representative For For of MINISTRY OF FINANCE, with SHAREHOLDER NO.1250015, as Non-Independent Director
4.4 Elect SHING-RONG LO, a Representative of For For MINISTRY OF FINANCE, with SHAREHOLDER NO.1250015, as Non-Independent Director
4.5 Elect CHIH-CHUAN CHEN, a Representative of For For MINISTRY OF FINANCE, with SHAREHOLDER NO.1250015, as Non-Independent Director
4.6 Elect HSIN-LU CHANG, a Representative of For For MINISTRY OF FINANCE, with SHAREHOLDER NO.1250015, as Non-Independent Director
4.7 Elect TUNG-FU LIN, a Representative of For For MINISTRY OF FINANCE, with SHAREHOLDER NO.1250015, as Non-Independent Director
4.8 Elect CHIA-CHEN LEE, a Representative of Against Against MINISTRY OF FINANCE, with SHAREHOLDER NO.1250015, as Non-Independent Director
4.9 Elect MING-JEN YAO, a Representative of For For BANK OF TAIWAN, with SHAREHOLDER NO.1250012, as Non-Independent Director
4.10 Elect SU-CHU HSU, a Representative of BANK For For OF TAIWAN, with SHAREHOLDER NO.1250012, as Non-Independent Director
4.11 Elect TIEN-YUAN CHEN, a Representative of Against Against GOLDEN GATE INVESTMENT CO.,LTD, with SHAREHOLDER NO.4675749, as Non-Independent Director
4.12 Elect AN-FU CHEN, a Representative of For For GLOBAL VISION INVESTMENT CO.,LTD, with SHAREHOLDER NO.4562879, as Non-Independent Director
ELECT INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
4.13 Elect CHUN-HUNG LIN, with ID For For NO.J120418XXX, as Independent Director
4.14 Elect RACHEL J. HUANG, with ID For For NO.J221239XXX, as Independent Director
4.15 Elect YEN-LIANG CHEN, with ID For For NO.D120848XXX, as Independent Director Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
First Financial Holding Co. Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4.16 Elect WEN-LING HUNG, with ID For For NO.F220614XXX, as Independent Director
4.17 Elect HUNG-YU LIN, with ID NO.N223608XXX, For For as Independent Director
5 Approve Release of Restrictions of For For Competitive Activities of Directors
Fuji Electric Co., Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 6504
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kitazawa, Michihiro For For
1.2 Elect Director Sugai, Kenzo For For
1.3 Elect Director Abe, Michio For For
1.4 Elect Director Tomotaka, Masatsugu For For
1.5 Elect Director Arai, Junichi For For
1.6 Elect Director Kondo, Shiro For For
1.7 Elect Director Tamba, Toshihito For For
1.8 Elect Director Tachikawa, Naomi For For
1.9 Elect Director Hayashi, Yoshitsugu For For
Gazprom PJSC
Meeting Date: 06/25/2021 Country: Russia Meeting Type: Annual Ticker: GAZP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Annual Report For For
2 Approve Financial Statements For For
3 Approve Allocation of Income For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Gazprom PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Approve Dividends of RUB 12.55 per Share For For
5 Ratify FBK as Auditor For For
6 Approve Remuneration of Directors For Against
Blended Rationale: A vote AGAINST this item is warranted because the non-executive remuneration is performance based, in deviation of local market best practices.
7 Approve Remuneration of Members of Audit For For Commission
8 Amend Charter For For
Blended Rationale: A vote AGAINST is warranted because, due to the lack of disclosure, it is not possible to determine the impact of the proposed amendments on shareholders' rights.
9 Amend Regulations on Board of Directors For For
Blended Rationale: A vote AGAINST this item is warranted because, due to the lack of disclosure, it is not possible to determine the impact of the proposed amendments on shareholders' rights.
Elect 11 Directors by Cumulative Voting
10.1 Elect Andrei Akimov as Director None Against
Blended Rationale: Votes AGAINST all the proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected.
10.2 Elect Viktor Zubkov as Director None Against
Blended Rationale: Votes AGAINST all the proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected.
10.3 Elect Timur Kulibaev as Director None Against
Blended Rationale: Votes AGAINST all the proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected.
10.4 Elect Denis Manturov as Director None Against
Blended Rationale: Votes AGAINST all the proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected.
10.5 Elect Vitalii Markelov as Director None Against
Blended Rationale: Votes AGAINST all the proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected.
10.6 Elect Viktor Martynov as Director None Against
Blended Rationale: Votes AGAINST all the proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected.
10.7 Elect Vladimir Mau as Director None Against
Blended Rationale: Votes AGAINST all the proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected.
10.8 Elect Aleksei Miller as Director None Against
Blended Rationale: Votes AGAINST all the proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Gazprom PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
10.9 Elect Aleksandr Novak as Director None Against
Blended Rationale: Votes AGAINST all the proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected.
10.10 Elect Mikhail Sereda as Director None Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Mikhail Sereda are also warranted for lack of gender diversity on the board.Votes AGAINST all the proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected.
10.11 Elect Nikolai Shulginov as Director None Against
Blended Rationale: Votes AGAINST all the proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected.
Elect Five Members of Audit Commission
11.1 Elect Tatiana Zobkova as Member of Audit For For Commission
11.2 Elect Ilia Karpov as Member of Audit For For Commission
11.3 Elect Tatiana Fisenko as Member of Audit For For Commission
11.4 Elect Pavel Shumov as Member of Audit For For Commission
11.5 Elect Aleksei Iakovlev as Member of Audit For For Commission
Gazprom PJSC
Meeting Date: 06/25/2021 Country: Russia Meeting Type: Annual Ticker: GAZP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders
1 Approve Annual Report For For
2 Approve Financial Statements For For
3 Approve Allocation of Income For For
4 Approve Dividends of RUB 12.55 per Share For For
5 Ratify FBK as Auditor For For
6 Approve Remuneration of Directors Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Gazprom PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7 Approve Remuneration of Members of Audit For For Commission
8 Amend Charter For For
Blended Rationale: A vote AGAINST is warranted because, due to the lack of disclosure, it is not possible to determine the impact of the proposed amendments on shareholders' rights.
9 Amend Regulations on Board of Directors For For
Blended Rationale: A vote AGAINST this item is warranted because, due to the lack of disclosure, it is not possible to determine the impact of the proposed amendments on shareholders' rights.
Elect 11 Directors by Cumulative Voting
10.1 Elect Andrei Akimov as Director
10.2 Elect Viktor Zubkov as Director None Against
Blended Rationale: Votes AGAINST all other proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected.
10.3 Elect Timur Kulibaev as Director None Against
Blended Rationale: Votes AGAINST all other proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected.
10.4 Elect Denis Manturov as Director None Against
Blended Rationale: Votes AGAINST all other proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected.
10.5 Elect Vitalii Markelov as Director None Against
Blended Rationale: Votes AGAINST all other proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected.
10.6 Elect Viktor Martynov as Director None Against
Blended Rationale: Votes AGAINST all other proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected.
10.7 Elect Vladimir Mau as Director None Against
Blended Rationale: Votes AGAINST all other proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected.
10.8 Elect Aleksei Miller as Director
10.9 Elect Aleksandr Novak as Director None Against
Blended Rationale: Votes AGAINST all other proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Gazprom PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
10.10 Elect Mikhail Sereda as Director None Against
Blended Rationale: Votes AGAINST all other proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected.Votes AGAINST incumbent Nominating Committee chair Mikhail Sereda are also warranted for lack of gender diversity on the board.
10.11 Elect Nikolai Shulginov as Director None Against
Blended Rationale: Votes AGAINST all other proposed nominees are warranted, because none of the candidates can be classified as independent, and the resulting board profile will lack in sufficient independence in case the proposed candidates are elected.
Elect Five Members of Audit Commission
11.1 Elect Tatiana Zobkova as Member of Audit For For Commission
11.2 Elect Ilia Karpov as Member of Audit For For Commission
11.3 Elect Tatiana Fisenko as Member of Audit For For Commission
11.4 Elect Pavel Shumov as Member of Audit For For Commission
11.5 Elect Aleksei Iakovlev as Member of Audit For For Commission
Glory Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 6457
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 36
2.1 Elect Director Onoe, Hirokazu For For
2.2 Elect Director Miwa, Motozumi For For
2.3 Elect Director Onoe, Hideo For For
2.4 Elect Director Mabuchi, Shigetoshi For For
2.5 Elect Director Kotani, Kaname For For
2.6 Elect Director Harada, Akihiro For For
2.7 Elect Director Iki, Joji For For
2.8 Elect Director Uchida, Junji For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Glory Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.9 Elect Director Fujita, Tomoko For For
Haier Smart Home Co., Ltd.
Meeting Date: 06/25/2021 Country: China Meeting Type: Annual Ticker: 6690
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve 2020 Financial Statements For For
2 Approve 2020 Annual Report and Its For For Summary
3 Approve 2020 Report on the Work of the For For Board of Directors
4 Approve 2020 Report on the Work of the For For Board of Supervisors
5 Approve 2020 Audit Report on Internal For For Control
6 Approve 2020 Profit Distribution Plan For For
7 Approve Anticipated Provision of Guarantees For For for Its Subsidiaries in 2021
8 Approve Conduct of Foreign Exchange Fund For For Derivatives Business
9 Approve Adjustment of Allowances of For For Directors
10 Approve Closing Centain Fund-Raising For For Investment Projects from Convertible CorporateBonds and Permanently Supplementing the Working Capital with the Surplus Funds
11 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights for Additional Issuance of H Shares
Blended Rationale: A vote AGAINST these resolutions is warranted given the company has not specified the discount limit.
12 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights for Additional Issuance of D Shares
Blended Rationale: A vote AGAINST these resolutions is warranted given the company has not specified the discount limit. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Haier Smart Home Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
13 Approve Grant of General Mandate to the For For Board to Repurchase H Shares of the Company
14 Approve Grant of General Mandate to the For For Board to Repurchase D Shares of the Company
15 Amend Articles of Association For Against
Blended Rationale: Rationale: We are not comfortable with removing the requirement for the company’s strategy committee to be composed of majority independent non-executive directors and therefore, we do not support this item.
16 Amend Rules and Procedures Regarding For For Meetings of Board of Directors
17 Amend Rules and Procedures Regarding For For Meetings of Board of Supervisors
18 Amend External Guarantee Management For For System
19 Approve Appointment of PRC Accounting For Against Standards Auditor
Blended Rationale: Rationale: We have engaged with the company and we do not believe that the appointment of a small, local auditor is appropriate for a company of the size and scale of Haier Smart Home. We are therefore voting against this item.
20 Approve Appointment of International For Against Accounting Standards Auditor
Blended Rationale: Rationale: We have engaged with the company and we do not believe that the appointment of a small, local auditor is appropriate for a company of the size and scale of Haier Smart Home. We are therefore voting against this item.
21 Approve Renewal of the Financial Services For Against Framework Agreement and Related Transactions
Blended Rationale: A vote AGAINST this proposal is warranted because the proposed related-party transaction is a financial service agreement with the group finance company, which may expose the company to unnecessary risks.
22 Approve A Share Core Employee Stock For For Ownership Plan (2021-2025) (Draft) and Its Summary
23 Approve H Share Core Employee Stock For For Ownership Plan (2021-2025) (Draft) and Its Summary
24 Authorize Board to Deal with All Matters in For For Relation to the Core Employee Stock Ownership Plan of the Company
25 Approve H Share Restricted Share Unit For Against Scheme (2021-2025) (Draft)
Blended Rationale: A vote AGAINST this resolution is warranted because the directors eligible to receive restricted shares under the H Share RSU Scheme are involved in the administration of the scheme.
26 Authorize Board to Deal with All Matters in For Against Relation to the Restricted Share Unit Scheme
Blended Rationale: A vote AGAINST this resolution is warranted given the conflict of interests (or perceived conflict of interests) in the administration of the restricted share unit scheme.
ELECT DIRECTOR VIA CUMULATIVE VOTING Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Haier Smart Home Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
27.1 Elect Wu Qi as Director For For
ELECT SUPERVISORS VIA CUMULATIVE VOTING
28.1 Elect Liu Dalin as Supervisor For For
28.2 Elect Ma Yingjie as Supervisor For For
Haier Smart Home Co., Ltd.
Meeting Date: 06/25/2021 Country: China Meeting Type: Special Ticker: 6690
Proposal Vote Number Proposal Text Mgmt Rec Instruction
CLASS MEETING FOR HOLDERS OF H SHARES
1 Approve Grant of General Mandate to the For For Board to Repurchase H Shares of the Company
2 Approve Grant of General Mandate to the For For Board to Repurchase D Shares of the Company
Haier Smart Home Co., Ltd.
Meeting Date: 06/25/2021 Country: China Meeting Type: Annual Ticker: 6690
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF D SHARES
1 Approve 2020 Financial Statements For For
2 Approve 2020 Annual Report and Its For For Summary
3 Approve 2020 Report on the Work of the For For Board of Directors
4 Approve 2020 Report on the Work of the For For Board of Supervisors Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Haier Smart Home Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Approve 2020 Audit Report on Internal For For Control
6 Approve 2020 Profit Distribution Plan For For
7 Approve Anticipated Provision of Guarantees For For for Its Subsidiaries in 2021
8 Approve Conduct of Foreign Exchange Fund For For Derivatives Business
9 Approve Adjustment of Allowances of For For Directors
10 Approve Closing Certain Fund-Raising For For Investment Projects from Convertible CorporateBonds and Permanently Supplementing the Working Capital with the Surplus Funds
11 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights for Additional Issuance of H Shares
Blended Rationale: A vote AGAINST these resolutions is warranted given the company has not specified the discount limit.
12 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights for Additional Issuance of D Shares
Blended Rationale: A vote AGAINST these resolutions is warranted given the company has not specified the discount limit.
13 Approve Grant of General Mandate to the For For Board to Repurchase H Shares of the Company
14 Approve Grant of General Mandate to the For For Board to Repurchase D Shares of the Company
15 Amend Articles of Association For For
16 Amend Rules and Procedures Regarding For For Meetings of Board of Directors
17 Amend Rules and Procedures Regarding For For Meetings of Board of Supervisors
18 Amend External Guarantee Management For For System
19 Approve Appointment of PRC Accounting For For Standards Auditor
20 Approve Appointment of International For For Accounting Standards Auditor
21 Approve Renewal of the Financial Services For Against Framework Agreement and Related Transactions
Blended Rationale: A vote AGAINST this proposal is warranted because the proposed related-party transaction is a financial service agreement with the group finance company, which may expose the company to unnecessary risks. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Haier Smart Home Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
22 Approve A Share Core Employee Stock For For Ownership Plan (2021-2025) (Draft) and Its Summary
23 Approve H Share Core Employee Stock For For Ownership Plan (2021-2025) (Draft) and Its Summary
24 Authorize Board to Deal with All Matters in For For Relation to the Core Employee Stock Ownership Plan of the Company
25 Approve H Share Restricted Share Unit For Against Scheme (2021-2025) (Draft)
Blended Rationale: A vote AGAINST this resolution is warranted because the directors eligible to receive restricted shares under the H Share RSU Scheme are involved in the administration of the scheme.
26 Authorize Board to Deal with All Matters in For Against Relation to the Restricted Share Unit Scheme
Blended Rationale: A vote AGAINST this resolution is warranted given the conflict of interests (or perceived conflict of interests) in the administration of the restricted share unit scheme.
ELECT INDEPENDENT DIRECTOR VIA CUMULATIVE VOTING
27.1 Elect Wu Qi as Director For For
ELECT SUPERVISORS VIA CUMULATIVE VOTING
28.1 Elect Liu Dalin as Supervisor For For
28.2 Elect Ma Yingjie as Supervisor For For
Haier Smart Home Co., Ltd.
Meeting Date: 06/25/2021 Country: China Meeting Type: Special Ticker: 6690
Proposal Vote Number Proposal Text Mgmt Rec Instruction
CLASS MEETING FOR HOLDERS OF D SHARES
1 Approve Grant of General Mandate to the For For Board to Repurchase H Shares of the Company
2 Approve Grant of General Mandate to the For For Board to Repurchase D Shares of the Company Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Hikari Tsushin, Inc.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 9435
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Shigeta, Yasumitsu For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because: - Top management bears responsibility for the firm's board composition at the company with an audit committee structure which will not include at least one-third outsiders.- The nominee is an incumbent representative director and there is a lack of gender diversity on the board.
1.2 Elect Director Wada, Hideaki For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because: - Top management bears responsibility for the firm's board composition at the company with an audit committee structure which will not include at least one-third outsiders.- The nominee is an incumbent representative director and there is a lack of gender diversity on the board.
1.3 Elect Director Tamamura, Takeshi For For
1.4 Elect Director Gido, Ko For For
1.5 Elect Director Takahashi, Masato For For
2.1 Elect Director and Audit Committee Member For For Watanabe, Masataka
2.2 Elect Director and Audit Committee Member For For Takano, Ichiro
2.3 Elect Director and Audit Committee Member For For Niimura, Ken
HIROSE ELECTRIC CO., LTD.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 6806
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 120
2 Amend Articles to Abolish Board Structure For For with Statutory Auditors - Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval
3.1 Elect Director Ishii, Kazunori For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The nominee is an incumbent representative director and there is a lack of gender diversity on the board. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
HIROSE ELECTRIC CO., LTD.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.2 Elect Director Nakamura, Mitsuo For For
3.3 Elect Director Kiriya, Yukio For For
3.4 Elect Director Sato, Hiroshi For For
3.5 Elect Director Kamagata, Shin For For
3.6 Elect Director Inasaka, Jun For For
3.7 Elect Director Sang-Yeob Lee For For
3.8 Elect Director Hotta, Kensuke For For
3.9 Elect Director Motonaga, Tetsuji For For
3.10 Elect Director Nishimatsu, Masanori For For
4.1 Elect Director and Audit Committee Member For For Chiba, Yoshikazu
4.2 Elect Director and Audit Committee Member For For Sugishima, Terukazu
4.3 Elect Director and Audit Committee Member For For Miura, Kentaro
5 Approve Compensation Ceiling for Directors For For Who Are Not Audit Committee Members
6 Approve Compensation Ceiling for Directors For For Who Are Audit Committee Members
7 Approve Trust-Type Equity Compensation For For Plan
Hua Nan Financial Holdings Co., Ltd.
Meeting Date: 06/25/2021 Country: Taiwan Meeting Type: Annual Ticker: 2880
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements
2 Approve Profit Distribution For For
3 Approve the Issuance of New Shares by For For Capitalization of Profit Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Huazhu Group Limited
Meeting Date: 06/25/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 1179
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders
1 Approve Deloitte Touche Tohmatsu Certified For For Public Accountants LLP as Auditors and Authorize Board to Fix Their Remuneration
2 Approve Share Sub-Division For For
3 Amend Articles of Association For For
4 Authorize Board to Ratify and Execute For For Approved Resolutions
Iida Group Holdings Co., Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 3291
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 43
2 Amend Articles to Amend Provisions on For For Director Titles
3.1 Elect Director Mori, Kazuhiko For For
3.2 Elect Director Nishikawa, Yoichi For For
3.3 Elect Director Kanei, Masashi For For
3.4 Elect Director Nishino, Hiroshi For For
3.5 Elect Director Horiguchi, Tadayoshi For For
3.6 Elect Director Yamamoto, Shigeo For For
3.7 Elect Director Hisabayashi, Yoshinari For For
3.8 Elect Director Matsubayashi, Shigeyuki For For
3.9 Elect Director Kodera, Kazuhiro For For
3.10 Elect Director Chiba, Yujiro For For
3.11 Elect Director Sasaki, Toshihiko For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Iida Group Holdings Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.12 Elect Director Hasegawa, Eiichi For For
4.1 Appoint Statutory Auditor Ishimaru, Ikuko For For
4.2 Appoint Statutory Auditor Tanaka, Chikara For For
4.3 Appoint Statutory Auditor Fujita, Koji For For
4.4 Appoint Statutory Auditor Shimazaki, Makoto For For
5 Appoint Alternate Statutory Auditor Sasaki, For For Shinichi
InterGlobe Aviation Limited
Meeting Date: 06/25/2021 Country: India Meeting Type: Special Ticker: 539448
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Postal Ballot
1 Approve Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights
Isuzu Motors Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 7202
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 20
2 Amend Articles to Adopt Board Structure with For For Audit Committee - Clarify Director Authority on Shareholder Meetings - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval
3.1 Elect Director Katayama, Masanori For For
3.2 Elect Director Takahashi, Shinichi For For
3.3 Elect Director Minami, Shinsuke For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Isuzu Motors Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.4 Elect Director Seto, Koichi For For
3.5 Elect Director Ikemoto, Tetsuya For For
3.6 Elect Director Fujimori, Shun For For
3.7 Elect Director Shibata, Mitsuyoshi For For
3.8 Elect Director Nakayama, Kozue For For
4.1 Elect Director and Audit Committee Member For For Fujimori, Masayuki
4.2 Elect Director and Audit Committee Member For For Miyazaki, Kenji
4.3 Elect Director and Audit Committee Member For Against Shindo, Tetsuhiko
Blended Rationale: A vote AGAINST this director nominee is warranted because:- This outside director candidate who will be an audit committee member lacks independence.
4.4 Elect Director and Audit Committee Member For Against Kawamura, Kanji
Blended Rationale: A vote AGAINST this director nominee is warranted because:- This outside director candidate who will be an audit committee member lacks independence.
4.5 Elect Director and Audit Committee Member For For Sakuragi, Kimie
5 Approve Compensation Ceiling for Directors For For Who Are Not Audit Committee Members
6 Approve Compensation Ceiling for Directors For For Who Are Audit Committee Members
7 Approve Trust-Type Equity Compensation For For Plan
JFE Holdings, Inc.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 5411
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 10
2.1 Elect Director Kakigi, Koji For For
2.2 Elect Director Kitano, Yoshihisa For For
2.3 Elect Director Terahata, Masashi For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
JFE Holdings, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.4 Elect Director Oshita, Hajime For For
2.5 Elect Director Kobayashi, Toshinori For For
2.6 Elect Director Yamamoto, Masami For For
2.7 Elect Director Kemori, Nobumasa For For
2.8 Elect Director Ando, Yoshiko For For
3.1 Appoint Statutory Auditor Hara, Nobuya For For
3.2 Appoint Statutory Auditor Saiki, Isao For For
4 Approve Trust-Type Equity Compensation For For Plan
Kajima Corp.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 1812
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 29
2.1 Elect Director Oshimi, Yoshikazu For For
2.2 Elect Director Kayano, Masayasu For For
2.3 Elect Director Ishikawa, Hiroshi For For
2.4 Elect Director Uchida, Ken For For
2.5 Elect Director Hiraizumi, Nobuyuki For For
2.6 Elect Director Amano, Hiromasa For For
2.7 Elect Director Koshijima, Keisuke For For
2.8 Elect Director Katsumi, Takeshi For For
2.9 Elect Director Furukawa, Koji For For
2.10 Elect Director Sakane, Masahiro For For
2.11 Elect Director Saito, Kiyomi For For
2.12 Elect Director Suzuki, Yoichi For For
3 Appoint Statutory Auditor Suzuki, Kazushi For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Kyocera Corp.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 6971
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 80
2.1 Elect Director Yamaguchi, Goro For For
2.2 Elect Director Tanimoto, Hideo For For
2.3 Elect Director Fure, Hiroshi For For
2.4 Elect Director Ina, Norihiko For For
2.5 Elect Director Kano, Koichi For For
2.6 Elect Director Aoki, Shoichi For For
2.7 Elect Director Aoyama, Atsushi For For
2.8 Elect Director Koyano, Akiko For For
2.9 Elect Director Kakiuchi, Eiji For For
3 Appoint Alternate Statutory Auditor Kida, For For Minoru
Kyushu Electric Power Co., Inc.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 9508
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 1,050,000 for Class A Preferred Shares, and JPY 17.5 for Ordinary Shares
2.1 Elect Director Uriu, Michiaki For For
2.2 Elect Director Ikebe, Kazuhiro For For
2.3 Elect Director Fujii, Ichiro For For
2.4 Elect Director Toyoma, Makoto For For
2.5 Elect Director Toyoshima, Naoyuki For For
2.6 Elect Director Ogura, Yoshio For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Kyushu Electric Power Co., Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.7 Elect Director Akiyama, Yasuji For For
2.8 Elect Director Fujimoto, Junichi For For
2.9 Elect Director Kuriyama, Yoshifumi For For
2.10 Elect Director Sakie Fukushima Tachibana For For
2.11 Elect Director Tsuda, Junji For For
3 Elect Director and Audit Committee Member For For Endo, Yasuaki
4 Approve Trust-Type Equity Compensation For For Plan
5 Amend Articles to Add Provision on Against Against Declaration Concerning SDGs
6 Amend Articles to Add Provision on Thorough Against Against Safety Measures Concerning Nuclear Power Generation
7 Amend Articles to Add Provision on Against Against Declaration Concerning Promotion of Renewable Energies
8 Amend Articles to Add Provision on Against Against Declaration Concerning Seismic Resistance Standard of Nuclear Power Plants
9 Amend Articles to Establish Investigation Against Against Committee on the Utility’s Assessment of Basic Earthquake Ground Motion Figures at Oi Nuclear Plant
M3, Inc.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 2413
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Tanimura, Itaru For For
1.2 Elect Director Tomaru, Akihiko For For
1.3 Elect Director Tsuchiya, Eiji For For
1.4 Elect Director Izumiya, Kazuyuki For For
1.5 Elect Director Urae, Akinori For For
1.6 Elect Director Yoshida, Kenichiro For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
M3, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve Stock Option Plan and Deep Discount For For Stock Option Plan
Makita Corp.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 6586
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 59
2 Amend Articles to Adopt Board Structure with For For Audit Committee - Amend Provisions on Number of Directors - Indemnify Directors - Authorize Board to Determine Income Allocation
3.1 Elect Director Goto, Masahiko For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The nominee is an incumbent representative director and there is a lack of gender diversity on the board.
3.2 Elect Director Goto, Munetoshi For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The nominee is an incumbent representative director and there is a lack of gender diversity on the board.
3.3 Elect Director Tomita, Shinichiro For For
3.4 Elect Director Kaneko, Tetsuhisa For For
3.5 Elect Director Ota, Tomoyuki For For
3.6 Elect Director Tsuchiya, Takashi For For
3.7 Elect Director Yoshida, Masaki For For
3.8 Elect Director Omote, Takashi For For
3.9 Elect Director Otsu, Yukihiro For For
3.10 Elect Director Sugino, Masahiro For For
3.11 Elect Director Iwase, Takahiro For For
4.1 Elect Director and Audit Committee Member For For Wakayama, Mitsuhiko
4.2 Elect Director and Audit Committee Member For For Kodama, Akira
4.3 Elect Director and Audit Committee Member For For Inoue, Shoji Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Makita Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4.4 Elect Director and Audit Committee Member For For Nishikawa, Koji
5 Approve Compensation Ceiling for Directors For For Who Are Not Audit Committee Members
6 Approve Compensation Ceiling for Directors For For Who Are Audit Committee Members
7 Approve Restricted Stock Plan For For
8 Approve Annual Bonus For For
Marui Group Co., Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 8252
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 26
2.1 Elect Director Aoi, Hiroshi For For
2.2 Elect Director Okajima, Etsuko For For
2.3 Elect Director Nakagami, Yasunori For For
2.4 Elect Director Peter D. Pedersen For For
2.5 Elect Director Kato, Hirotsugu For For
2.6 Elect Director Kojima, Reiko For For
3 Appoint Alternate Statutory Auditor Nozaki, For For Akira
MARUWA CO., LTD.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 5344
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 36 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
MARUWA CO., LTD.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.1 Elect Director Kambe, Sei For Abstain
Blended Rationale: ABSTAIN is warranted because:- The nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.2 Elect Director Hayashi, Haruyuki For For
2.3 Elect Director Kambe, Toshiro For For
2.4 Elect Director Manimaran Anthony For For
3.1 Elect Director and Audit Committee Member For For Mitsuoka, Masahiko
3.2 Elect Director and Audit Committee Member For For Kato, Akihide
3.3 Elect Director and Audit Committee Member For Against Hara, Takeyuki
Blended Rationale: A vote AGAINST this director nominee is warranted because:- This outside director candidate who will be an audit committee member lacks independence.
Mechel PAO
Meeting Date: 06/25/2021 Country: Russia Meeting Type: Annual Ticker: MTLR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income and Dividends For For of RUB 1.17 per Preferred Share and Omission of Dividends for Common Shares
Elect Nine Directors via Cumulative Voting
2.1 Elect Igor Zyuzin as Director None Against
2.2 Elect Oleg Korzhov as Director None Against
2.3 Elect Georgiy Petrov as Director None For
Blended Rationale: Votes FOR Aleksandr Kotskii, Aleksandr Orishchin, Georgii Petrov and Aleksandr Shokhin (Items 2.3, 2.6, 2.7 and 2.8) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.4 Elect Yuri Malyshev as Director None Against
2.5 Elect Irina Ipeeva as Director None Against
2.6 Elect Aleksandr Kotskiy as Director None For
Blended Rationale: Votes FOR Aleksandr Kotskii, Aleksandr Orishchin, Georgii Petrov and Aleksandr Shokhin (Items 2.3, 2.6, 2.7 and 2.8) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mechel PAO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.7 Elect Aleksandr Orischin as Director None For
Blended Rationale: Votes FOR Aleksandr Kotskii, Aleksandr Orishchin, Georgii Petrov and Aleksandr Shokhin (Items 2.3, 2.6, 2.7 and 2.8) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.8 Elect Aleksandr Shokhin as Director None For
Blended Rationale: Votes FOR Aleksandr Kotskii, Aleksandr Orishchin, Georgii Petrov and Aleksandr Shokhin (Items 2.3, 2.6, 2.7 and 2.8) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
2.9 Elect Victor Trigubko as Director None Against
3 Ratify AO «Energy Consulting» as Auditor For For
Medipal Holdings Corp.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 7459
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Watanabe, Shuichi For For
1.2 Elect Director Chofuku, Yasuhiro For For
1.3 Elect Director Yoda, Toshihide For For
1.4 Elect Director Sakon, Yuji For For
1.5 Elect Director Hasegawa, Takuro For For
1.6 Elect Director Watanabe, Shinjiro For For
1.7 Elect Director Mimura, Koichi For For
1.8 Elect Director Kasutani, Seiichi For For
1.9 Elect Director Kagami, Mitsuko For For
1.10 Elect Director Asano, Toshio For For
1.11 Elect Director Shoji, Kuniko For For
1.12 Elect Director Iwamoto, Hiroshi For For
2 Appoint Statutory Auditor Toyoda, Tomoyasu For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mega Financial Holding Co., Ltd.
Meeting Date: 06/25/2021 Country: Taiwan Meeting Type: Annual Ticker: 2886
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements
2 Approve Profit Distribution For For
ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
3.1 Elect Chao-Shun Chang, Representative of For For Ministry of Finance, R.O.C., with Shareholder NO.100001, as Non-Independent Director
3.2 Elect Kuang-Hua Hu, Representative of For For Ministry of Finance, R.O.C., with Shareholder NO.100001, as Non-Independent Director
3.3 Elect Chia-Chung Chen, Representative of For For Ministry of Finance, R.O.C., with Shareholder NO.100001, as Non-Independent Director
3.4 Elect Pei-Chun Chen, Representative of For For Ministry of Finance, R.O.C., with Shareholder NO.100001, as Non-Independent Director
3.5 Elect Yih-Jiuan Wu, Representative of Ministry For For of Finance, R.O.C., with Shareholder NO.100001, as Non-Independent Director
3.6 Elect Chun-Lan Yen, Representative of For For Ministry of Finance, R.O.C., with Shareholder NO.100001, as Non-Independent Director
3.7 Elect I-Kan Chiu, Representative of Ministry of For For Finance, R.O.C., with Shareholder NO.100001, as Non-Independent Director
3.8 Elect Keh-Her Shih, Representative of For For National Development Fund, Executive Yuan, R.O.C., with Shareholder NO.300237, as Non-Independent Director
3.9 Elect Hong-Mo Wu, Representative of For For Chunghwa Post Co., Ltd, with Shareholder NO.837938, as Non-Independent Director
3.10 Elect Guo-Shin Lee, Representative of Bank of For For Taiwan Co., Ltd, with Shareholder NO.637985, as Non-Independent Director
3.11 Elect Hung-Ju Chen, with Shareholder For For NO.V220850XXX, as Independent Director
3.12 Elect Tsai-Jyh Chen, with Shareholder For For NO.E221515XXX, as Independent Director Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mega Financial Holding Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.13 Elect Chi-Chang Yu, with Shareholder For For NO.B100920XXX, as Independent Director
3.14 Elect Ying Wu, with Shareholder For For NO.U200451XXX, as Independent Director
3.15 Elect Chang-Ching Lin, with Shareholder For For NO.D120954XXX, as Independent Director
4 Approve Release of Restrictions of For For Competitive Activities of Representative of Ministry of Finance, R.O.C
5 Approve Release of Restrictions of For For Competitive Activities of Representative of National Development Fund, Executive Yuan, R.O.C
6 Approve Release of Restrictions of For For Competitive Activities of Representative of Bank of Taiwan Co., Ltd
7 Approve Release of Restrictions of For For Competitive Activities of Representative of Chunghwa Post Co., Ltd
8 Approve Release of Restrictions of For For Competitive Activities of Chao-Shun Chang
9 Approve Release of Restrictions of For For Competitive Activities of Kuang-Hua Hu
10 Approve Release of Restrictions of For For Competitive Activities of Hong-Mo Wu
Midea Group Co. Ltd.
Meeting Date: 06/25/2021 Country: China Meeting Type: Special Ticker: 000333
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve 2018 Repurchase and Cancellation of For For Performance Shares
2 Approve 2019 Repurchase and Cancellation of For For Performance Shares
3 Approve 2020 Repurchase and Cancellation of For For Performance Shares Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mitsubishi Corp.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 8058
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 67
2.1 Elect Director Kobayashi, Ken For For
2.2 Elect Director Kakiuchi, Takehiko For For
2.3 Elect Director Masu, Kazuyuki For For
2.4 Elect Director Murakoshi, Akira For For
2.5 Elect Director Hirai, Yasuteru For For
2.6 Elect Director Kashiwagi, Yutaka For For
2.7 Elect Director Nishiyama, Akihiko For For
2.8 Elect Director Saiki, Akitaka For For
2.9 Elect Director Tatsuoka, Tsuneyoshi For For
2.10 Elect Director Miyanaga, Shunichi For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
2.11 Elect Director Akiyama, Sakie For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 67
2.1 Elect Director Kobayashi, Ken For For
2.2 Elect Director Kakiuchi, Takehiko For For
2.3 Elect Director Masu, Kazuyuki For For
2.4 Elect Director Murakoshi, Akira For For
2.5 Elect Director Hirai, Yasuteru For For
2.6 Elect Director Kashiwagi, Yutaka For For
2.7 Elect Director Nishiyama, Akihiko For For
2.8 Elect Director Saiki, Akitaka For For
2.9 Elect Director Tatsuoka, Tsuneyoshi For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mitsubishi Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.10 Elect Director Miyanaga, Shunichi For For
2.11 Elect Director Akiyama, Sakie For For
Mitsubishi Gas Chemical Co., Inc.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 4182
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kurai, Toshikiyo For For
1.2 Elect Director Fujii, Masashi For For
1.3 Elect Director Inari, Masato For For
1.4 Elect Director Ariyoshi, Nobuhisa For For
1.5 Elect Director Kato, Kenji For For
1.6 Elect Director Kosaka, Yasushi For For
1.7 Elect Director Nagaoka, Naruyuki For For
1.8 Elect Director Kitagawa, Motoyasu For For
1.9 Elect Director Sato, Tsugio For For
1.10 Elect Director Hirose, Haruko For For
1.11 Elect Director Suzuki, Toru For For
1.12 Elect Director Manabe, Yasushi For For
2 Appoint Statutory Auditor Inamasa, Kenji For For
3 Appoint Alternate Statutory Auditor Kanzaki, For For Hiroaki
Mitsubishi HC Capital, Inc.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 8593 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mitsubishi HC Capital, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Articles to Clarify Director Authority For For on Shareholder Meetings - Amend Provisions on Director Titles - Clarify Director Authority on Board Meetings
2.1 Elect Director Kawabe, Seiji For For
2.2 Elect Director Yanai, Takahiro For For
2.3 Elect Director Nishiura, Kanji For For
2.4 Elect Director Anei, Kazumi For For
2.5 Elect Director Inoue, Satoshi For For
2.6 Elect Director Sato, Haruhiko For For
2.7 Elect Director Nakata, Hiroyasu For For
2.8 Elect Director Watanabe, Go For For
2.9 Elect Director Icho, Mitsumasa For For
2.10 Elect Director Sasaki, Yuri For For
3 Elect Alternate Director and Audit Committee For For Member Nakata, Hiroyasu
Mitsui Chemicals, Inc.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 4183
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 50
2.1 Elect Director Tannowa, Tsutomu For For
2.2 Elect Director Hashimoto, Osamu For For
2.3 Elect Director Matsuo, Hideki For For
2.4 Elect Director Nakajima, Hajime For For
2.5 Elect Director Yoshino, Tadashi For For
2.6 Elect Director Bada, Hajime For For
2.7 Elect Director Yoshimaru, Yukiko For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mitsui Chemicals, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.8 Elect Director Mabuchi, Akira For For
3 Appoint Statutory Auditor Shimbo, Katsuyoshi For For
Nagoya Railroad Co., Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 9048
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Articles to Amend Provisions on For For Number of Directors - Reduce Directors' Term - Amend Provisions on Director Titles
2.1 Elect Director Ando, Takashi For For
2.2 Elect Director Takasaki, Hiroki For For
2.3 Elect Director Suzuki, Kiyomi For For
2.4 Elect Director Yoshikawa, Takuo For For
2.5 Elect Director Hibino, Hiroshi For For
2.6 Elect Director Ozawa, Satoshi For For
2.7 Elect Director Fukushima, Atsuko For For
2.8 Elect Director Naito, Hiroyasu For For
2.9 Elect Director Yano, Hiroshi For For
NGK SPARK PLUG CO., LTD.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 5334
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Odo, Shinichi For For
1.2 Elect Director Kawai, Takeshi For For
1.3 Elect Director Matsui, Toru For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
NGK SPARK PLUG CO., LTD.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.4 Elect Director Kato, Mikihiko For For
1.5 Elect Director Kojima, Takio For For
1.6 Elect Director Isobe, Kenji For For
1.7 Elect Director Maeda, Hiroyuki For For
1.8 Elect Director Otaki, Morihiko For For
1.9 Elect Director Yasui, Kanemaru For For
1.10 Elect Director Mackenzie Donald Clugston For For
1.11 Elect Director Doi, Miwako For For
2.1 Appoint Statutory Auditor Nagatomi, Fumiko For For
2.2 Appoint Statutory Auditor Takakura, Chiharu For For
3 Approve Trust-Type Equity Compensation For For Plan
Nihon Kohden Corp.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 6849
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 38
2.1 Elect Director Ogino, Hirokazu For For
2.2 Elect Director Tamura, Takashi For For
2.3 Elect Director Hasegawa, Tadashi For For
2.4 Elect Director Yanagihara, Kazuteru For For
2.5 Elect Director Hirose, Fumio For For
2.6 Elect Director Tanaka, Eiichi For For
2.7 Elect Director Yoshitake, Yasuhiro For For
2.8 Elect Director Obara, Minoru For For
2.9 Elect Director Muraoka, Kanako For For
3 Elect Director and Audit Committee Member For For Hirata, Shigeru Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Nihon Unisys, Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 8056
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 35
2 Amend Articles to Change Company Name For For
3.1 Elect Director Hiraoka, Akiyoshi For For
3.2 Elect Director Saito, Noboru For For
3.3 Elect Director Katsuya, Koji For For
3.4 Elect Director Nagai, Kazuo For For
3.5 Elect Director Kanazawa, Takahito For For
3.6 Elect Director Kawada, Go For For
3.7 Elect Director Sonoda, Ayako For For
3.8 Elect Director Sato, Chie For For
3.9 Elect Director Nalin Advani For For
4.1 Appoint Statutory Auditor Oishi, Masaya For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence.
4.2 Appoint Statutory Auditor Kojo, Harumi For For
4.3 Appoint Statutory Auditor Mizuguchi, Keiko For For
5 Approve Performance-Based Cash For For Compensation Ceiling for Directors
6 Approve Restricted Stock Plan For For
Nissan Chemical Corp.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 4021
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 58 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Nissan Chemical Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.1 Elect Director Kinoshita, Kojiro For For
2.2 Elect Director Yagi, Shinsuke For For
2.3 Elect Director Miyazaki, Junichi For For
2.4 Elect Director Honda, Takashi For For
2.5 Elect Director Suzuki, Hitoshi For For
2.6 Elect Director Yoshida, Hironori For For
2.7 Elect Director Oe, Tadashi For For
2.8 Elect Director Obayashi, Hidehito For For
2.9 Elect Director Kataoka, Kazunori For For
2.10 Elect Director Nakagawa, Miyuki For For
3 Appoint Statutory Auditor Takemoto, Shuichi For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence.
4 Approve Trust-Type Equity Compensation For For Plan
Nisshin Seifun Group Inc.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 2002
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 20
2.1 Elect Director Kemmoku, Nobuki For For
2.2 Elect Director Mori, Akira For For
2.3 Elect Director Iwasaki, Koichi For For
2.4 Elect Director Odaka, Satoshi For For
2.5 Elect Director Yamada, Takao For For
2.6 Elect Director Koike, Yuji For For
2.7 Elect Director Mimura, Akio For For
2.8 Elect Director Fushiya, Kazuhiko For For
2.9 Elect Director Nagai, Moto For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Nisshin Seifun Group Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.10 Elect Director Masujima, Naoto For For
3.1 Elect Director and Audit Committee Member For For Ouchi, Sho
3.2 Elect Director and Audit Committee Member For For Kawawa, Tetsuo
3.3 Elect Director and Audit Committee Member For For Ito, Satoshi
3.4 Elect Director and Audit Committee Member For For Tomita, Mieko
4 Approve Takeover Defense Plan (Poison Pill) For Against
Blended Rationale: A vote AGAINST this poison pill plan is warranted because:- The total duration exceeds three years.- The plan lacks a credible special committee.- The company's proxy circular release timing leaves insufficient time to study the pill.- The company has other types of takeover defense.
Nissin Foods Holdings Co., Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 2897
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 65
2.1 Elect Director Ando, Koki For For
2.2 Elect Director Ando, Noritaka For For
2.3 Elect Director Yokoyama, Yukio For For
2.4 Elect Director Kobayashi, Ken For For
2.5 Elect Director Okafuji, Masahiro For For
2.6 Elect Director Mizuno, Masato For For
2.7 Elect Director Nakagawa, Yukiko For For
2.8 Elect Director Sakuraba, Eietsu For For
3 Appoint Alternate Statutory Auditor Sugiura, For Against Tetsuro
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence.
4 Approve Deep Discount Stock Option Plan For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
NSK Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 6471
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Uchiyama, Toshihiro For For
1.2 Elect Director Ichii, Akitoshi For For
1.3 Elect Director Nogami, Saimon For For
1.4 Elect Director Yamana, Kenichi For For
1.5 Elect Director Bada, Hajime For For
1.6 Elect Director Mochizuki, Akemi For For
1.7 Elect Director Fujita, Yoshitaka For For
1.8 Elect Director Nagahama, Mitsuhiro For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- The board after this meeting will not be majority independent and this outside director nominee lacks independence.
1.9 Elect Director Obara, Koichi For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- The board after this meeting will not be majority independent and this outside director nominee lacks independence.
ORIX Corp.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 8591
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Articles to Amend Business Lines For For
2.1 Elect Director Inoue, Makoto For For
2.2 Elect Director Irie, Shuji For For
2.3 Elect Director Taniguchi, Shoji For For
2.4 Elect Director Matsuzaki, Satoru For For
2.5 Elect Director Suzuki, Yoshiteru For For
2.6 Elect Director Stan Koyanagi For For
2.7 Elect Director Takenaka, Heizo For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
ORIX Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.8 Elect Director Michael Cusumano For For
2.9 Elect Director Akiyama, Sakie For For
2.10 Elect Director Watanabe, Hiroshi For For
2.11 Elect Director Sekine, Aiko For For
2.12 Elect Director Hodo, Chikatomo For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Articles to Amend Business Lines For For
2.1 Elect Director Inoue, Makoto For For
2.2 Elect Director Irie, Shuji For For
2.3 Elect Director Taniguchi, Shoji For For
2.4 Elect Director Matsuzaki, Satoru For For
2.5 Elect Director Suzuki, Yoshiteru For For
2.6 Elect Director Stan Koyanagi For For
2.7 Elect Director Takenaka, Heizo For For
2.8 Elect Director Michael Cusumano For For
2.9 Elect Director Akiyama, Sakie For For
2.10 Elect Director Watanabe, Hiroshi For For
2.11 Elect Director Sekine, Aiko For For
2.12 Elect Director Hodo, Chikatomo For For
Osaka Gas Co., Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 9532
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 27.5 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Osaka Gas Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve Transfer of Operations to Wholly For For Owned Subsidiary
3.1 Elect Director Honjo, Takehiro For For
3.2 Elect Director Fujiwara, Masataka For For
3.3 Elect Director Miyagawa, Tadashi For For
3.4 Elect Director Matsui, Takeshi For For
3.5 Elect Director Tasaka, Takayuki For For
3.6 Elect Director Takeguchi, Fumitoshi For For
3.7 Elect Director Miyahara, Hideo For For
3.8 Elect Director Murao, Kazutoshi For For
3.9 Elect Director Kijima, Tatsuo For For
3.10 Elect Director Sato, Yumiko For For
4 Approve Restricted Stock Plan and Cash For For Compensation Ceiling for Directors
ROHM Co., Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 6963
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 75
2.1 Elect Director Matsumoto, Isao For For
2.2 Elect Director Azuma, Katsumi For For
2.3 Elect Director Tateishi, Tetsuo For For
2.4 Elect Director Ino, Kazuhide For For
2.5 Elect Director Yamamoto, Koji For For
2.6 Elect Director Nagumo, Tadanobu For For
3.1 Elect Director and Audit Committee Member For For Yamazaki, Masahiko
3.2 Elect Director and Audit Committee Member For For Nii, Hiroyuki Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
ROHM Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.3 Elect Director and Audit Committee Member For For Chimori, Hidero
3.4 Elect Director and Audit Committee Member For For Miyabayashi, Toshiro
3.5 Elect Director and Audit Committee Member For For Tanaka, Kumiko
Santen Pharmaceutical Co., Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 4536
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 14
2.1 Elect Director Kurokawa, Akira For For
2.2 Elect Director Taniuchi, Shigeo For For
2.3 Elect Director Ito, Takeshi For For
2.4 Elect Director Oishi, Kanoko For For
2.5 Elect Director Shintaku, Yutaro For For
2.6 Elect Director Minakawa, Kunihito For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 14
2.1 Elect Director Kurokawa, Akira For For
2.2 Elect Director Taniuchi, Shigeo For For
2.3 Elect Director Ito, Takeshi For For
2.4 Elect Director Oishi, Kanoko For For
2.5 Elect Director Shintaku, Yutaro For For
2.6 Elect Director Minakawa, Kunihito For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SECOM Co., Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 9735
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 85
2.1 Elect Director Iida, Makoto For For
2.2 Elect Director Nakayama, Yasuo For For
2.3 Elect Director Ozeki, Ichiro For For
2.4 Elect Director Yoshida, Yasuyuki For For
2.5 Elect Director Fuse, Tatsuro For For
2.6 Elect Director Izumida, Tatsuya For For
2.7 Elect Director Kurihara, Tatsushi For For
2.8 Elect Director Hirose, Takaharu For For
2.9 Elect Director Kawano, Hirobumi For For
2.10 Elect Director Watanabe, Hajime For For
2.11 Elect Director Hara, Miri For For
3 Approve Restricted Stock Plan For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 85
2.1 Elect Director Iida, Makoto For For
2.2 Elect Director Nakayama, Yasuo For For
2.3 Elect Director Ozeki, Ichiro For For
2.4 Elect Director Yoshida, Yasuyuki For For
2.5 Elect Director Fuse, Tatsuro For For
2.6 Elect Director Izumida, Tatsuya For For
2.7 Elect Director Kurihara, Tatsushi For For
2.8 Elect Director Hirose, Takaharu For For
2.9 Elect Director Kawano, Hirobumi For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SECOM Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.10 Elect Director Watanabe, Hajime For For
2.11 Elect Director Hara, Miri For For
3 Approve Restricted Stock Plan For For
Seiko Epson Corp.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 6724
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 31
2.1 Elect Director Usui, Minoru For For
2.2 Elect Director Ogawa, Yasunori For For
2.3 Elect Director Kubota, Koichi For For
2.4 Elect Director Seki, Tatsuaki For For
2.5 Elect Director Shigemoto, Taro For For
2.6 Elect Director Omiya, Hideaki For For
2.7 Elect Director Matsunaga, Mari For For
3 Elect Director and Audit Committee Member For For Kawana, Masayuki
4 Approve Annual Bonus For For
SG Holdings Co., Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 9143
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kuriwada, Eiichi For For
1.2 Elect Director Matsumoto, Hidekazu For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SG Holdings Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.3 Elect Director Motomura, Masahide For For
1.4 Elect Director Nakajima, Shunichi For For
1.5 Elect Director Kawanago, Katsuhiro For For
1.6 Elect Director Takaoka, Mika For For
1.7 Elect Director Sagisaka, Osami For For
1.8 Elect Director Akiyama, Masato For For
2.1 Appoint Statutory Auditor Nakanishi, Takashi For For
2.2 Appoint Statutory Auditor Tajima, Satoshi For For
2.3 Appoint Statutory Auditor Okamura, Kenichiro For For
2.4 Appoint Statutory Auditor Oshima, Yoshitaka For For
Shimadzu Corp.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 7701
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 19
2.1 Elect Director Nakamoto, Akira For For
2.2 Elect Director Ueda, Teruhisa For For
2.3 Elect Director Miura, Yasuo For For
2.4 Elect Director Kitaoka, Mitsuo For For
2.5 Elect Director Yamamoto, Yasunori For For
2.6 Elect Director Wada, Hiroko For For
2.7 Elect Director Hanai, Nobuo For For
2.8 Elect Director Nakanishi, Yoshiyuki For For
3 Appoint Statutory Auditor Fujii, Hiroyuki For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Shimadzu Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 19
2.1 Elect Director Nakamoto, Akira For For
2.2 Elect Director Ueda, Teruhisa For For
2.3 Elect Director Miura, Yasuo For For
2.4 Elect Director Kitaoka, Mitsuo For For
2.5 Elect Director Yamamoto, Yasunori For For
2.6 Elect Director Wada, Hiroko For For
2.7 Elect Director Hanai, Nobuo For For
2.8 Elect Director Nakanishi, Yoshiyuki For For
3 Appoint Statutory Auditor Fujii, Hiroyuki For For
Square Enix Holdings Co., Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 9684
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Matsuda, Yosuke For For
1.2 Elect Director Yamamura, Yukihiro For For
1.3 Elect Director Nishiura, Yuji For For
1.4 Elect Director Ogawa, Masato For For
1.5 Elect Director Okamoto, Mitsuko For For
1.6 Elect Director Abdullah Aldawood For For
2 Approve Restricted Stock Plan For For
State Bank of India
Meeting Date: 06/25/2021 Country: India Meeting Type: Annual Ticker: 500112 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
State Bank of India
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
Sumitomo Electric Industries Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 5802
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 16
2.1 Elect Director Matsumoto, Masayoshi For For
2.2 Elect Director Inoue, Osamu For For
2.3 Elect Director Nishida, Mitsuo For For
2.4 Elect Director Kasui, Yoshitomo For For
2.5 Elect Director Nishimura, Akira For For
2.6 Elect Director Hato, Hideo For For
2.7 Elect Director Shirayama, Masaki For For
2.8 Elect Director Kobayashi, Nobuyuki For For
2.9 Elect Director Sato, Hiroshi For For
2.10 Elect Director Tsuchiya, Michihiro For For
2.11 Elect Director Christina Ahmadjian For For
2.12 Elect Director Miyata, Yasuhiro For For
2.13 Elect Director Sahashi, Toshiyuki For For
2.14 Elect Director Watanabe, Katsuaki For For
2.15 Elect Director Horiba, Atsushi For For
3 Appoint Statutory Auditor Kijima, Tatsuo For For
4 Approve Annual Bonus For For
5 Approve Compensation Ceiling for Directors For For
6 Approve Compensation Ceiling for Statutory For For Auditors Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sumitomo Metal Mining Co., Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 5713
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 99
2 Amend Articles to Remove All Provisions on For For Advisory Positions - Clarify Director Authority on Board Meetings
3.1 Elect Director Nakazato, Yoshiaki For For
3.2 Elect Director Nozaki, Akira For For
3.3 Elect Director Matsumoto, Nobuhiro For For
3.4 Elect Director Higo, Toru For For
3.5 Elect Director Kanayama, Takahiro For For
3.6 Elect Director Nakano, Kazuhisa For For
3.7 Elect Director Ishii, Taeko For For
3.8 Elect Director Kinoshita, Manabu For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
4.1 Appoint Statutory Auditor Imai, Koji For For
4.2 Appoint Statutory Auditor Wakamatsu, Shoji For For
5 Appoint Alternate Statutory Auditor Mishina, For For Kazuhiro
6 Approve Annual Bonus For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 99
2 Amend Articles to Remove All Provisions on For For Advisory Positions - Clarify Director Authority on Board Meetings
3.1 Elect Director Nakazato, Yoshiaki For For
3.2 Elect Director Nozaki, Akira For For
3.3 Elect Director Matsumoto, Nobuhiro For For
3.4 Elect Director Higo, Toru For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sumitomo Metal Mining Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.5 Elect Director Kanayama, Takahiro For For
3.6 Elect Director Nakano, Kazuhisa For For
3.7 Elect Director Ishii, Taeko For For
3.8 Elect Director Kinoshita, Manabu For For
4.1 Appoint Statutory Auditor Imai, Koji For For
4.2 Appoint Statutory Auditor Wakamatsu, Shoji For For
5 Appoint Alternate Statutory Auditor Mishina, For For Kazuhiro
6 Approve Annual Bonus For For
Suzuken Co., Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 9987
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Articles to Abolish Board Structure For For with Statutory Auditors - Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval
2.1 Elect Director Bessho, Yoshiki For For
2.2 Elect Director Miyata, Hiromi For For
2.3 Elect Director Asano, Shigeru For For
2.4 Elect Director Tamura, Hisashi For For
2.5 Elect Director Takahashi, Chie For For
2.6 Elect Director Usui, Yasunori For For
2.7 Elect Director Samura, Shunichi For For
3.1 Elect Director and Audit Committee Member For Against Ueda, Keisuke
Blended Rationale: A vote AGAINST this director nominee is warranted because:- This outside director candidate who will be an audit committee member lacks independence.
3.2 Elect Director and Audit Committee Member For For Iwatani, Toshiaki Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Suzuken Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.3 Elect Director and Audit Committee Member For Against Ogasawara, Takeshi
Blended Rationale: A vote AGAINST this director nominee is warranted because:- This outside director candidate who will be an audit committee member lacks independence.
4 Elect Alternate Director and Audit Committee For For Member Usui, Yasunori
5 Approve Compensation Ceiling for Directors For For Who Are Not Audit Committee Members
6 Approve Compensation Ceiling for Directors For For Who Are Audit Committee Members
7 Approve Restricted Stock Plan For For
Suzuki Motor Corp.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 7269
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 53
2.1 Elect Director Suzuki, Toshihiro For For
2.2 Elect Director Honda, Osamu For For
2.3 Elect Director Nagao, Masahiko For For
2.4 Elect Director Suzuki, Toshiaki For For
2.5 Elect Director Saito, Kinji For For
2.6 Elect Director Yamashita, Yukihiro For For
2.7 Elect Director Kawamura, Osamu For For
2.8 Elect Director Domichi, Hideaki For For
2.9 Elect Director Kato, Yuriko For For
3 Appoint Statutory Auditor Toyoda, Taisuke For For
Sysmex Corp.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 6869 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sysmex Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 36
2.1 Elect Director Ietsugu, Hisashi For For
2.2 Elect Director Asano, Kaoru For For
2.3 Elect Director Tachibana, Kenji For For
2.4 Elect Director Matsui, Iwane For For
2.5 Elect Director Kanda, Hiroshi For For
2.6 Elect Director Yoshida, Tomokazu For For
2.7 Elect Director Takahashi, Masayo For For
2.8 Elect Director Ota, Kazuo For For
2.9 Elect Director Fukumoto, Hidekazu For For
3 Elect Alternate Director and Audit Committee For For Member Onishi, Koichi
T&D Holdings, Inc.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 8795
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 24
2.1 Elect Director Uehara, Hirohisa For For
2.2 Elect Director Morinaka, Kanaya For For
2.3 Elect Director Nagata, Mitsuhiro For For
2.4 Elect Director Ogo, Naoki For For
2.5 Elect Director Watanabe, Kensaku For For
2.6 Elect Director Soejima, Naoki For For
2.7 Elect Director Kitahara, Mutsuro For For
3 Elect Alternate Director and Audit Committee For For Member Shimma, Yuichiro Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
TAISEI Corp.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 1801
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 65
2.1 Elect Director Yamauchi, Takashi For For
2.2 Elect Director Aikawa, Yoshiro For For
2.3 Elect Director Sakurai, Shigeyuki For For
2.4 Elect Director Tanaka, Shigeyoshi For For
2.5 Elect Director Yaguchi, Norihiko For For
2.6 Elect Director Kimura, Hiroshi For For
2.7 Elect Director Yamamoto, Atsushi For For
2.8 Elect Director Teramoto, Yoshihiro For For
2.9 Elect Director Nishimura, Atsuko For For
2.10 Elect Director Murakami, Takao For For
2.11 Elect Director Otsuka, Norio For For
2.12 Elect Director Kokubu, Fumiya For For
3 Appoint Statutory Auditor Miura, Masamitsu For For
Taiwan Cooperative Financial Holding Co., Ltd.
Meeting Date: 06/25/2021 Country: Taiwan Meeting Type: Annual Ticker: 5880
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements
2 Approve Plan on Profit Distribution For For
3 Approve the Issuance of New Shares by For For Capitalization of Profit
4 Approve Amendment to Rules and Procedures For For for Election of Directors Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Taiwan Cooperative Financial Holding Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Approve Amendments to Rules and For For Procedures Regarding Shareholder's General Meeting
6 Approve Release of Restrictions of For For Competitive Activities of Directors
Takara Leben Co., Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 8897
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 10
2.1 Elect Director Murayama, Yoshio For For
2.2 Elect Director Shimada, Kazuichi For For
2.3 Elect Director Shimizu, Kazuyuki For For
2.4 Elect Director Yamamoto, Masashi For For
2.5 Elect Director Yoshida, Masahiro For For
2.6 Elect Director Akisawa, Shoichi For For
2.7 Elect Director Iwamoto, Hiroshi For For
2.8 Elect Director Takaara, Mika For For
2.9 Elect Director Kawada, Kenji For For
2.10 Elect Director Taniguchi, Kentaro For For
2.11 Elect Director Tsuji, Chiaki For For
2.12 Elect Director Yamahira, Keiko For For
3 Appoint Alternate Statutory Auditor Otsubo, For For Masanori
4 Approve Two Types of Deep Discount Stock For Against Option Plans
Blended Rationale: A vote AGAINST this proposal is warranted because:- Total dilution from the proposed deep discount stock option plans and other outstanding equity compensation plans reaches 8.7 percent, which appears excessive.- No specific performance hurdles are specified, and the stock options could become exercisable in less than three years after grant by non-retiring recipients. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
TAKUMA CO., LTD.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 6013
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 18
2.1 Elect Director Nanjo, Hiroaki For For
2.2 Elect Director Nishiyama, Tsuyohito For For
2.3 Elect Director Takeguchi, Hideki For For
2.4 Elect Director Tanaka, Koji For For
2.5 Elect Director Hamada, Kunio For For
2.6 Elect Director Oishi, Hiroshi For For
3.1 Elect Director and Audit Committee Member For For Masugi, Keizo
3.2 Elect Director and Audit Committee Member For For Fujita, Tomomi
Tata Consumer Products Limited
Meeting Date: 06/25/2021 Country: India Meeting Type: Annual Ticker: 500800
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Standalone Financial Statements For For
2 Accept Consolidated Financial Statements For For
3 Approve Dividend For For
4 Reelect N. Chandrasekaran as Director For Against
Blended Rationale: A vote AGAINST the re-election of Natarajan Chandrasekaran (Item 4) is warranted because he serves on a total of more than six public company boards, which could potentially compromise his ability to commit sufficient time to his role in the company.
5 Approve Remuneration of Cost Auditors For For
6 Elect P. B. Balaji as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tatneft PJSC
Meeting Date: 06/25/2021 Country: Russia Meeting Type: Annual Ticker: TATN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Annual Report For For
2 Approve Financial Statements For For
3 Approve Allocation of Income and Dividends For For
Elect 14 Directors by Cumulative Voting
4.1 Elect Fanil Agliullin as Director None Against
4.2 Elect Radik Gaizatullin as Director None Against
4.3 Elect Laszlo Gerecs as Director None For
Blended Rationale: Votes FOR Laszlo Gerecs and Iurii Levin (Items 4.3 and 4.5) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
4.4 Elect Larisa Glukhova as Director None Against
4.5 Elect Iurii Levin as Director None For
Blended Rationale: Votes FOR Laszlo Gerecs and Iurii Levin (Items 4.3 and 4.5) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
4.6 Elect Nail Maganov as Director None Against
4.7 Elect Albert Nafigin as Director None Against
4.8 Elect Rafail Nurmukhametov as Director None Against
4.9 Elect Valerii Sorokin as Director None Against
4.10 Elect Nurislam Siubaev as Director None Against
4.11 Elect Shafagat Takhautdinov as Director None Against
4.12 Elect Rustam Khalimov as Director None Against
4.13 Elect Rais Khisamov as Director None Against
4.14 Elect Rene Steiner as Director None Against
Elect Members of Audit Commission
5.1 Elect Marsel Abdullin as Member of Audit For For Commission
5.2 Elect Kseniia Borzunova as Member of Audit For For Commission
5.3 Elect Ilnur Gabidullin as Member of Audit For For Commission
5.4 Elect Guzal Gilfanova as Member of Audit For For Commission Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tatneft PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5.5 Elect Tatiana Malakhova as Member of Audit For For Commission
5.6 Elect Liliia Rakhimzianova as Member of Audit For For Commission
5.7 Elect Ramil Khairullin as Member of Audit For For Commission
5.8 Elect Ravil Sharifullin as Member of Audit For For Commission
6 Ratify Auditor For For
Tesco Plc
Meeting Date: 06/25/2021 Country: United Kingdom Meeting Type: Annual Ticker: TSCO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Remuneration Policy For For
4 Approve Final Dividend For For
5 Re-elect John Allan as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair John Allan are warranted for lack of gender diversity on the board.
6 Re-elect Melissa Bethell as Director For For
7 Re-elect Stewart Gilliland as Director For For
8 Re-elect Steve Golsby as Director For For
9 Re-elect Byron Grote as Director For For
10 Re-elect Ken Murphy as Director For For
11 Re-elect Simon Patterson as Director For For
12 Re-elect Alison Platt as Director For For
13 Re-elect Lindsey Pownall as Director For For
14 Elect Bertrand Bodson as Director For For
15 Elect Thierry Garnier as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tesco Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
16 Elect Imran Nawaz as Director For For
17 Elect Karen Whitworth as Director For For
18 Reappoint Deloitte LLP as Auditors For For
19 Authorise the Audit Committee to Fix For For Remuneration of Auditors
20 Authorise Issue of Equity For For
21 Authorise Issue of Equity without Pre-emptive For For Rights
22 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
23 Authorise Market Purchase of Ordinary Shares For For
24 Authorise UK Political Donations and For For Expenditure
25 Authorise the Company to Call General For For Meeting with Two Weeks' Notice
26 Approve Long-Term Incentive Plan For For
27 Approve Savings-Related Share Option For For Scheme
28 Adopt New Articles of Association For For
The Chiba Bank, Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 8331
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 11
2.1 Elect Director Sakuma, Hidetoshi For For
2.2 Elect Director Yonemoto, Tsutomu For For
2.3 Elect Director Yamazaki, Kiyomi For For
2.4 Elect Director Awaji, Mutsumi For For
2.5 Elect Director Tashima, Yuko For For
2.6 Elect Director Takayama, Yasuko For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
The Chiba Bank, Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.1 Appoint Statutory Auditor Kikuchi, Kazuhiro For For
3.2 Appoint Statutory Auditor Takahashi, Norikazu For For
3.3 Appoint Statutory Auditor Katayama, Yuichi For For
3.4 Appoint Statutory Auditor Takahashi, Wataru For For
4 Approve Restricted Stock Plan For For
The Chugoku Electric Power Co., Inc.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 9504
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 25
2.1 Elect Director Karita, Tomohide For For
2.2 Elect Director Shimizu, Mareshige For For
2.3 Elect Director Ashitani, Shigeru For For
2.4 Elect Director Shigeto, Takafumi For For
2.5 Elect Director Takimoto, Natsuhiko For For
2.6 Elect Director Kitano, Tatsuo For For
2.7 Elect Director Takaba, Toshio For For
2.8 Elect Director Furuse, Makoto For For
3 Amend Articles to Limit Duration of Operation Against Against of Nuclear Power Plants to 40 years
4 Amend Articles to Ban Resumption of Against Against Operation of Shimane Nuclear Power Plant and Decommission the Plant
5 Amend Articles to Conclude Nuclear Safety Against Against Agreements with Local Governments within 60-Kilometer Radius of Nuclear Power Plants
6 Amend Articles to Ban Construction of New Against Against Nuclear Power Plants
7 Amend Articles to Establish Special Against Against Committee on Green Projects
8 Amend Articles to Add Provisions Concerning Against Against Promotion of Females in the Utility Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
The Chugoku Electric Power Co., Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Amend Articles to Support Power Producer Against Against and Supplier for Fair Competition
The Kansai Electric Power Co., Inc.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 9503
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 25
2.1 Elect Director Sakakibara, Sadayuki For For
2.2 Elect Director Okihara, Takamune For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- The board after this meeting will not be majority independent and this outside director nominee lacks independence.
2.3 Elect Director Kobayashi, Tetsuya For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- The board after this meeting will not be majority independent and this outside director nominee lacks independence.
2.4 Elect Director Sasaki, Shigeo For For
2.5 Elect Director Kaga, Atsuko For For
2.6 Elect Director Tomono, Hiroshi For For
2.7 Elect Director Takamatsu, Kazuko For For
2.8 Elect Director Naito, Fumio For For
2.9 Elect Director Morimoto, Takashi For For
2.10 Elect Director Misono, Toyokazu For For
2.11 Elect Director Inada, Koji For For
2.12 Elect Director Mori, Nozomu For For
2.13 Elect Director Sugimoto, Yasushi For For
2.14 Elect Director Shimamoto, Yasuji For For
3 Amend Articles to Add Provision that Utility Against Against will Operate to Promote Nuclear Phase-Out, Decarbonization and Renewal Energy
4 Amend Articles to Keep Shareholder Meeting Against Against Minutes and Disclose Them to Public Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
The Kansai Electric Power Co., Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Amend Articles to Add Provisions Concerning Against Against Management Based on CSR (Information Disclosure and Dialogue)
6 Amend Articles to Add Provisions Concerning Against Against Management Based on CSR (Facility Safety Enhancement)
7 Amend Articles to Add Provisions Concerning Against Against Management Based on CSR (Withdrawal from Coal-Fired Power Generation Business)
8 Approve Alternative Allocation of Income, Against Against with a Final Dividend of JPY 1 Higher Than Management Proposal
9 Remove Incumbent Director Morimoto, Against Against Takashi
10 Amend Articles to Require Individual Against For Compensation Disclosure for Directors and Executive Officers
Blended Rationale: A vote FOR this shareholder proposal is recommended because:- The proposed disclosure would promote accountability and help shareholders make better-informed decisions.- While the company discloses individual compensation in its proxy circular, that is a voluntary move, and the passage of this proposal would make sure that this practice continues going forward.
11 Amend Articles to Ban Reprocessing of Spent Against Against Nuclear Fuels
12 Amend Articles to Establish Evaluation Against Against Committee on the Effectiveness of Nuclear Accident Evacuation Plan
13 Amend Articles to Establish Evaluation Against Against Committee on the Appropriateness of Board Resolution Process in the Wake of Inappropriate Practices of Accepting Money and Gifts
14 Amend Articles to Establish Promotion Against Against Committee on Nuclear Phase-Out and Carbon Zero
15 Amend Articles to Promote Maximum Against Against Disclosure to Gain Trust from Society
16 Amend Articles to Encourage Dispersed Against Against Renewable Energy
17 Amend Articles to Request the Government to Against Against Develop Necessary Legal System to Stabilize Electricity Rate
18 Amend Articles to Demolish All Nuclear Power Against Against Plants
19 Amend Articles to Establish Work Against Against Environment where Employees Think About Safety of Nuclear Power Generation Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
The Kansai Electric Power Co., Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
20 Amend Articles to Ban Hiring or Service on Against Against the Board or at the Company by Former Government Officials
21 Amend Articles to Require Individual Against For Disclosure of Compensation Received after Directors and Executive Officers' Retirement
Blended Rationale: A vote FOR this shareholder proposal is recommended because:- The proposed disclosure would promote accountability and help shareholders make better-informed decisions.- While the company discloses compensation for advisors, that is voluntary disclosure, and the passage of this proposal would make sure that this practice continues going forward.
22 Amend Articles to Reduce Maximum Board Against Against Size and Require Majority Outsider Board
23 Amend Articles to Require Individual Against For Compensation Disclosure for Directors, Including Those Who Retire During Tenure
Blended Rationale: A vote FOR this shareholder proposal is recommended because:- The proposed disclosure would promote accountability and help shareholders make better-informed decisions.
24 Amend Articles to Require Individual Against For Compensation Disclosure for Executive Officers, Including Those Who Retire During Tenure
Blended Rationale: A vote FOR this shareholder proposal is recommended because:- The proposed disclosure would promote accountability and help shareholders make better-informed decisions.
25 Amend Articles to End Reliance on Nuclear Against Against Power
26 Amend Articles to Promote Decarbonization Against Against
Tohoku Electric Power Co., Inc.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 9506
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 20
2.1 Elect Director Masuko, Jiro For For
2.2 Elect Director Higuchi, Kojiro For For
2.3 Elect Director Okanobu, Shinichi For For
2.4 Elect Director Yamamoto, Shunji For For
2.5 Elect Director Abe, Toshinori For For
2.6 Elect Director Kato, Isao For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tohoku Electric Power Co., Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.7 Elect Director Ishiyama, Kazuhiro For For
2.8 Elect Director Takano, Hiromitsu For For
2.9 Elect Director Kondo, Shiro For For
2.10 Elect Director Kamijo, Tsutomu For For
2.11 Elect Director Kawanobe, Osamu For For
2.12 Elect Director Nagai, Mikito For For
3.1 Elect Director and Audit Committee Member For For Miyahara, Ikuko
3.2 Elect Director and Audit Committee Member For For Ide, Akiko
4 Amend Articles to Abandon Resumption of Against Against Operation of Nuclear Power Plants and Withdraw from Nuclear Power Generation Business
5 Amend Articles to Decommission Nuclear Against Against Power Reactors at Higashidori Nuclear Power Station and Onagawa Nuclear Power Station
6 Amend Articles to Add Provision Concerning Against Against Responsible Management of Radioactive Materials
7 Amend Articles to Add Provision Concerning Against Against Facility Investment Decision-Making Process
8 Amend Articles to Abolish Advisory Posts Against For
Blended Rationale: A vote FOR this shareholder proposal is warranted because:- The proposal will add credence to the soundness of the utility's governance by trying to reduce the influence of former senior executives over the utility's ongoing strategic decision making process.- Meanwhile, banning such advisory posts in the articles of incorporation will not prevent former senior executives of the utility from playing the role they currently have with the business community, without the title of advisors, if that is deemed to be reasonable.
Tokyu Fudosan Holdings Corp.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 3289
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 8
2.1 Elect Director Kanazashi, Kiyoshi For For
2.2 Elect Director Okuma, Yuji For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tokyu Fudosan Holdings Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.3 Elect Director Nishikawa, Hironori For For
2.4 Elect Director Uemura, Hitoshi For For
2.5 Elect Director Saiga, Katsuhide For For
2.6 Elect Director Okada, Masashi For For
2.7 Elect Director Kimura, Shohei For For
2.8 Elect Director Ota, Yoichi For For
2.9 Elect Director Nomoto, Hirofumi For For
2.10 Elect Director Kaiami, Makoto For For
2.11 Elect Director Arai, Saeko For For
2.12 Elect Director Ogasawara, Michiaki For For
2.13 Elect Director Miura, Satoshi For For
2.14 Elect Director Hoshino, Tsuguhiko For For
2.15 Elect Director Jozuka, Yumiko For For
3.1 Appoint Statutory Auditor Mochida, Kazuo For For
3.2 Appoint Statutory Auditor Hashizume, For For Masahiko
3.3 Appoint Statutory Auditor Takechi, Katsunori For For
3.4 Appoint Statutory Auditor Nakazawa, Takahiro For For
4 Appoint Alternate Statutory Auditor Nagao, For For Ryo
5 Approve Trust-Type Equity Compensation For For Plan
Toshiba Corp.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 6502
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Tsunakawa, Satoshi For For
1.2 Elect Director Nagayama, Osamu For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- As nomination committee chair, Nagayama should be held responsible for the re-appointments of audit committee members, in spite of concerns over the audit committee's questionable handling of the allegation of undue pressure on shareholders. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Toshiba Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.3 Elect Director Ota, Junji For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- As audit committee chair, Ota should be held responsible for the audit committee's questionable handling of the allegation of undue pressure on shareholders.- As a nomination committee member, he should be held responsible for the re-appointments of audit committee members.
1.4 Elect Director Kobayashi, Nobuyuki For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- As an audit committee member, Kobayashi should be held responsible for the audit committee's questionable handling of the allegation of undue pressure on shareholders.
1.5 Elect Director Yamauchi, Takashi For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- As an audit committee member, Yamauchi should be held responsible for the audit committee's questionable handling of the allegation of undue pressure on shareholders.- As a nomination committee member, Yamauchi should be held responsible for the re-appointments of audit committee members.
1.6 Elect Director Paul J. Brough For For
1.7 Elect Director Ayako Hirota Weissman For For
1.8 Elect Director Jerome Thomas Black For For
1.9 Elect Director George Raymond Zage III For For
1.10 Elect Director Watahiki, Mariko For For
1.11 Elect Director George Olcott For For
1.12 Elect Director Hashimoto, Katsunori For For
1.13 Elect Director Hatazawa, Mamoru For For
Tosoh Corp.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 4042
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Yamamoto, Toshinori For For
1.2 Elect Director Tashiro, Katsushi For For
1.3 Elect Director Kuwada, Mamoru For For
1.4 Elect Director Adachi, Toru For For
1.5 Elect Director Doi, Toru For For
1.6 Elect Director Abe, Tsutomu For For
1.7 Elect Director Miura, Keiichi For For
1.8 Elect Director Hombo, Yoshihiro For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tosoh Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.9 Elect Director Hidaka, Mariko For For
2 Appoint Statutory Auditor Okayama, Makoto For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence.
3.1 Appoint Alternate Statutory Auditor For For Takahashi, Yojiro
3.2 Appoint Alternate Statutory Auditor Nagao, For For Kenta
TOTO Ltd.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 5332
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kitamura, Madoka For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
1.2 Elect Director Kiyota, Noriaki For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
1.3 Elect Director Shirakawa, Satoshi For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
1.4 Elect Director Hayashi, Ryosuke For For
1.5 Elect Director Taguchi, Tomoyuki For For
1.6 Elect Director Tamura, Shinya For For
1.7 Elect Director Kuga, Toshiya For For
1.8 Elect Director Shimizu, Takayuki For For
1.9 Elect Director Taketomi, Yojiro For For
1.10 Elect Director Shimono, Masatsugu For For
1.11 Elect Director Tsuda, Junji For For
1.12 Elect Director Yamauchi, Shigenori For For
2 Approve Restricted Stock Plan For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
United Therapeutics Corporation
Meeting Date: 06/25/2021 Country: USA Meeting Type: Annual Ticker: UTHR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Katherine Klein For For
1b Elect Director Ray Kurzweil For For
1c Elect Director Linda Maxwell For For
1d Elect Director Martine Rothblatt For For
1e Elect Director Louis Sullivan For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Amend Omnibus Stock Plan For For
4 Ratify Ernst & Young LLP as Auditors For For
Vinhomes JSC
Meeting Date: 06/25/2021 Country: Vietnam Meeting Type: Annual Ticker: VHM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Report of Board of Directors for For For Financial Year 2020
2 Approve Report on Business Performance of For For Financial Year 2020 and Plan for Financial Year 2021
3 Approve Reports of Supervisory Board for For For Financial Year 2020
4 Approve Audited Financial Statements of For For Financial Year 2020
5 Approve Allocation of Income of Financial For For Year 2020
6 Approve Remuneration of Board of Directors For For and Supervisory Board
7 Amend Business Lines For Against
Blended Rationale: A vote AGAINST this resolution is warranted given due to lack of information. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Vinhomes JSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Amend Articles of Association For Against
Blended Rationale: A vote AGAINST this resolution is warranted due to lack of detailed information on the proposal.
9 Approve Corporate Governance Regulations For For
10 Approve Regulations on Operation of Board of For For Directors
11 Approve Regulations on Operation of For For Supervisory Board
12 Approve Auditors For For
13 Other Business For Against
Blended Rationale: A vote AGAINST this resolution is warranted because the company did not disclose the other business or other matters that will be taken up under this resolution.
ZOZO, Inc.
Meeting Date: 06/25/2021 Country: Japan Meeting Type: Annual Ticker: 3092
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 26
2.1 Elect Director Sawada, Kotaro For For
2.2 Elect Director Yanagisawa, Koji For For
2.3 Elect Director Hirose, Fuminori For For
2.4 Elect Director Kawabe, Kentaro For For
2.5 Elect Director Ozawa, Takao For For
2.6 Elect Director Ono, Koji For For
2.7 Elect Director Hotta, Kazunori For For
2.8 Elect Director Saito, Taro For For
3 Approve Restricted Stock Plan For For
Sistema PJSFC
Meeting Date: 06/26/2021 Country: Russia Meeting Type: Annual Ticker: AFKS Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sistema PJSFC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Annual Report and Financial For For Statements
2 Approve Allocation of Income and Dividends For For
Elect Directors by Cumulative Voting
3.1 Elect Anna Belova as Director None For
Blended Rationale: Votes FOR Anna Belova, Iaroslav Kuzminov, Etienne Schneider and Aleksandr Shokhin (Items 3.1, 3.5, 3.10 and 3.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
3.2 Elect Vladimir Evtushenkov as Director None Against
3.3 Elect Feliks Evtushenkov as Director None Against
3.4 Elect Ron Sommer as Director None Against
3.5 Elect Iaroslav Kuzminov as Director None For
Blended Rationale: Votes FOR Anna Belova, Iaroslav Kuzminov, Etienne Schneider and Aleksandr Shokhin (Items 3.1, 3.5, 3.10 and 3.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
3.6 Elect Roger Munnings as Director None Against
3.7 Elect Vladimir Chirakhov as Director None Against
3.8 Elect Anatolii Chubais as Director None Against
3.9 Elect Mikhail Shamolin as Director None Against
3.10 Elect Etienne Schneider as Director None For
Blended Rationale: Votes FOR Anna Belova, Iaroslav Kuzminov, Etienne Schneider and Aleksandr Shokhin (Items 3.1, 3.5, 3.10 and 3.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
3.11 Elect Aleksandr Shokhin as Director None For
Blended Rationale: Votes FOR Anna Belova, Iaroslav Kuzminov, Etienne Schneider and Aleksandr Shokhin (Items 3.1, 3.5, 3.10 and 3.11) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
3.12 Elect David Iakobashvili as Director None Against
4.1 Ratify Deloitte & Touche as RAS Auditor For For
4.2 Ratify Deloitte & Touche as IFRS Auditor For For
5 Approve New Edition of Regulations on For For Remuneration of Directors Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sundrug Co., Ltd.
Meeting Date: 06/26/2021 Country: Japan Meeting Type: Annual Ticker: 9989
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 35
Inmobiliaria Colonial SOCIMI SA
Meeting Date: 06/27/2021 Country: Spain Meeting Type: Extraordinary Ticker: COL Shareholders
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Issuance of Shares in Connection For For with the Acquisition of Societe Fonciere Lyonnaise (SFL)
2 Approve Issuance of Shares in Connection For For with the Acquisition of Societe Fonciere Lyonnaise (SFL)
3 Authorize Board to Ratify and Execute For For Approved Resolutions
Aeroflot-Russian Airlines PJSC
Meeting Date: 06/28/2021 Country: Russia Meeting Type: Annual Ticker: AFLT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Annual Report For For
2 Approve Financial Statements For For
3 Approve Allocation of Income For For
4 Approve Omission of Dividends For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Aeroflot-Russian Airlines PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Approve Remuneration of Directors For Against
Blended Rationale: A vote AGAINST this item is warranted because it is proposed to pay the remuneration on the basis of the policy that foresees the payment of variable performance-based remuneration to non-executive directors.
6 Amend Regulations on Remuneration of For For Members of Audit Commission
7 Approve Remuneration of Members of Audit For Against Commission
Blended Rationale: A vote AGAINST this item is warranted due to the lack of disclosure.
Elect 11 Directors by Cumulative Voting
8.1 Elect Igor Kamenskoi as Director None Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Igor Kamenskoi are warranted for lack of gender diversity on the board.Votes AGAINST all candidates are warranted because there is no compelling reason to support any particular candidate over any of the others.
8.2 Elect Iaroslav Kuzminov as Director None Against
Blended Rationale: Votes AGAINST all candidates are warranted because there is no compelling reason to support any particular candidate over any of the others.
8.3 Elect Maksim Liksutov as Director None Against
Blended Rationale: Votes AGAINST all candidates are warranted because there is no compelling reason to support any particular candidate over any of the others.
8.4 Elect Timur Maksimov as Director None Against
Blended Rationale: Votes AGAINST all candidates are warranted because there is no compelling reason to support any particular candidate over any of the others.
8.5 Elect Roman Pakhomov as Director None Against
Blended Rationale: Votes AGAINST all candidates are warranted because there is no compelling reason to support any particular candidate over any of the others.
8.6 Elect Dmitrii Peskov as Director None Against
Blended Rationale: Votes AGAINST all candidates are warranted because there is no compelling reason to support any particular candidate over any of the others.
8.7 Elect Mikhail Poluboiarinov as Director None Against
Blended Rationale: Votes AGAINST all candidates are warranted because there is no compelling reason to support any particular candidate over any of the others.
8.8 Elect Vitalii Savelev as Director None Against
Blended Rationale: Votes AGAINST all candidates are warranted because there is no compelling reason to support any particular candidate over any of the others.
8.9 Elect Iurii Sliusar as Director None Against
Blended Rationale: Votes AGAINST all candidates are warranted because there is no compelling reason to support any particular candidate over any of the others.
8.10 Elect Sergei Chemezov as Director None Against
Blended Rationale: Votes AGAINST all candidates are warranted because there is no compelling reason to support any particular candidate over any of the others. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Aeroflot-Russian Airlines PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8.11 Elect Maksut Shadaev as Director None Against
Blended Rationale: Votes AGAINST all candidates are warranted because there is no compelling reason to support any particular candidate over any of the others.
Elect Five Members of Audit Commission
9.1 Elect Ekaterina Nikitina as Member of Audit For For Commission
9.2 Elect Mikhail Sorokin as Member of Audit For For Commission
9.3 Elect Aleksandr Tikhonov as Member of Audit For For Commission
9.4 Elect Sergei Ubugunov as Member of Audit For For Commission
9.5 Elect Andrei Kholopov as Member of Audit For For Commission
10.1 Ratify HLB Vneshaudit as RAS Auditor For For
10.2 Ratify PricewaterhouseCoopers as IFRS For For Auditor
11.1 Approve Related-Party Transaction Re: Code For For Sharing with Rossiya Airlines
11.2 Amend Related-Party Transaction Re: Code For For Sharing with Rossiya Airlines
11.3 Approve Related-Party Transactions Re: For For Leasing Agreements
11.4 Approve Related-Party Transactions Re: For For Amendments to Leasing Agreements
11.5 Approve Related-Party Transaction Re: For For Liability Insurance for Directors and Executives
Eurasia Mining Plc
Meeting Date: 06/28/2021 Country: United Kingdom Meeting Type: Annual Ticker: EUA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Reappoint Grant Thornton UK LLP as Auditors For For
3 Authorise Board to Fix Remuneration of For For Auditors Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Eurasia Mining Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Elect James Nieuwenhuys as Director For Against
Blended Rationale: Votes AGAINST incumbent nominee Anthony Nieuwenhuys are warranted for lack of gender diversity on the board.
5 Elect Tamerlan Abdikeev as Director For For
6 Authorise Issue of Equity For For
7 Adopt New Articles of Association For For
8 Authorise Issue of Equity without Pre-emptive For Against Rights
Blended Rationale: Item 8A vote AGAINST this resolution is warranted because:- The proposed amount exceeds recommended limits of 10 percent of issued share capital.
Fujitsu Ltd.
Meeting Date: 06/28/2021 Country: Japan Meeting Type: Annual Ticker: 6702
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Tokita, Takahito For For
1.2 Elect Director Furuta, Hidenori For For
1.3 Elect Director Isobe, Takeshi For For
1.4 Elect Director Yamamoto, Masami For For
1.5 Elect Director Mukai, Chiaki For For
1.6 Elect Director Abe, Atsushi For For
1.7 Elect Director Kojo, Yoshiko For For
1.8 Elect Director Scott Callon For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
1.9 Elect Director Sasae, Kenichiro For For
2 Appoint Statutory Auditor Hirose, Yoichi For For
3 Appoint Alternate Statutory Auditor Namba, For For Koichi
4 Approve Compensation Ceiling for Directors For For
5 Approve Performance Share Plan For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Fujitsu Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Tokita, Takahito For For
1.2 Elect Director Furuta, Hidenori For For
1.3 Elect Director Isobe, Takeshi For For
1.4 Elect Director Yamamoto, Masami For For
1.5 Elect Director Mukai, Chiaki For For
1.6 Elect Director Abe, Atsushi For For
1.7 Elect Director Kojo, Yoshiko For For
1.8 Elect Director Scott Callon For For
1.9 Elect Director Sasae, Kenichiro For For
2 Appoint Statutory Auditor Hirose, Yoichi For For
3 Appoint Alternate Statutory Auditor Namba, For For Koichi
4 Approve Compensation Ceiling for Directors For For
5 Approve Performance Share Plan For For
Ganfeng Lithium Co., Ltd.
Meeting Date: 06/28/2021 Country: China Meeting Type: Extraordinary Ticker: 1772 Shareholders
Proposal Vote Number Proposal Text Mgmt Rec Instruction
EGM BALLOT FOR HOLDERS OF H SHARES
1 Approve Increase in Continuing Related Party For For Transactions Forecast
2 Approve Offer for Bacanora by Shanghai For For Ganfeng Involving Mining Rights Investment and Related-Party Transaction
Hapvida Participacoes e Investimentos SA
Meeting Date: 06/28/2021 Country: Brazil Meeting Type: Extraordinary Ticker: HAPV3 Shareholders Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Hapvida Participacoes e Investimentos SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Ratify Licio Tavares Angelo Cintra as Director For Against
Blended Rationale: A vote AGAINST the ratification of the election of the non-independent board nominee is warranted because, despite meeting the minimum independence requirement of the Novo Mercado listing segment of the Sao Paulo Stock Exchange (B3), the board's overall independence level fails to meet the expectations of institutional investors.
2 Amend Article 32 For For
3 Fix Number of Directors at Nine For For
4 Approve Classification of Marcio Luis Simoes For For Utsch and Plinio Villares Musetti as Independent Directors
5 Elect Directors For Against
Blended Rationale: Votes AGAINST incumbent board chair Candido Pinheiro Koren de Lima are warranted for lack of gender diversity on the board.A vote AGAINST this item is further warranted because:- Despite meeting the minimum independence requirement of the Novo Mercado listing segment of the Sao Paulo Stock Exchange (B3), the proposed board's level of independence fails to meet the expectations of institutional investors; and- The company has bundled the election of directors under a single item, preventing shareholders from voting individually on each nominee.
6 In Case There is Any Change to the Board None Against Slate Composition, May Your Votes Still be Counted for the Proposed Slate?
Blended Rationale: A vote AGAINST this request is warranted because potential changes in the board slate composition can impact the board's independence level in a way that cannot be anticipated by shareholders at this time. As such, due to the lack of timely disclosure, international institutional investors are prevented from making an informed voting decision.
7 In Case Cumulative Voting Is Adopted, Do None Abstain You Wish to Equally Distribute Your Votes Amongst the Nominees below?
Blended Rationale: Under these items, the company presents shareholders with the option to request cumulative voting for the election of directors under the terms of Article 141 of the Brazilian Corporate Law, in accordance with the rules of the remote voting card issued by the Brazilian Securities Regulator (CVM), and mandatory for all publicly-traded Brazilian companies.ABSTAIN vote recommendations are warranted for items 7, 8.1-8.9 and 10 in the absence of publicly-available information, disclosed in a timely manner, regarding a cumulative voting request presented by shareholders.
IF CUMULATIVE VOTE IS ADOPTED - If Voting FOR Item 7: Votes Are Distributed in Equal % Amongst Nominees Voted FOR. An AGAINST Vote Is Required If Supporting Candidate(s) Under Cumulative and Not Supporting Any Director(s)/Slate Under Majority Voting
8.1 Percentage of Votes to Be Assigned - Elect None Abstain Candido Pinheiro Koren de Lima as Director
Blended Rationale: Under these items, the company presents shareholders with the option to request cumulative voting for the election of directors under the terms of Article 141 of the Brazilian Corporate Law, in accordance with the rules of the remote voting card issued by the Brazilian Securities Regulator (CVM), and mandatory for all publicly-traded Brazilian companies.ABSTAIN vote recommendations are warranted for items 7, 8.1-8.9 and 10 in the absence of publicly-available information, disclosed in a timely manner, regarding a cumulative voting request presented by shareholders. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Hapvida Participacoes e Investimentos SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8.2 Percentage of Votes to Be Assigned - Elect None Abstain Jorge Fontoura Pinheiro Koren de Lima as Director
Blended Rationale: Under these items, the company presents shareholders with the option to request cumulative voting for the election of directors under the terms of Article 141 of the Brazilian Corporate Law, in accordance with the rules of the remote voting card issued by the Brazilian Securities Regulator (CVM), and mandatory for all publicly-traded Brazilian companies.ABSTAIN vote recommendations are warranted for items 7, 8.1-8.9 and 10 in the absence of publicly-available information, disclosed in a timely manner, regarding a cumulative voting request presented by shareholders.
8.3 Percentage of Votes to Be Assigned - Elect None Abstain Candido Pinheiro Koren de Lima Junior as Director
Blended Rationale: Under these items, the company presents shareholders with the option to request cumulative voting for the election of directors under the terms of Article 141 of the Brazilian Corporate Law, in accordance with the rules of the remote voting card issued by the Brazilian Securities Regulator (CVM), and mandatory for all publicly-traded Brazilian companies.ABSTAIN vote recommendations are warranted for items 7, 8.1-8.9 and 10 in the absence of publicly-available information, disclosed in a timely manner, regarding a cumulative voting request presented by shareholders.
8.4 Percentage of Votes to Be Assigned - Elect None Abstain Geraldo Luciano Mattos Junior as Director
Blended Rationale: Under these items, the company presents shareholders with the option to request cumulative voting for the election of directors under the terms of Article 141 of the Brazilian Corporate Law, in accordance with the rules of the remote voting card issued by the Brazilian Securities Regulator (CVM), and mandatory for all publicly-traded Brazilian companies.ABSTAIN vote recommendations are warranted for items 7, 8.1-8.9 and 10 in the absence of publicly-available information, disclosed in a timely manner, regarding a cumulative voting request presented by shareholders.
8.5 Percentage of Votes to Be Assigned - Elect None Abstain Licio Tavares Angelo Cintra as Director
Blended Rationale: Under these items, the company presents shareholders with the option to request cumulative voting for the election of directors under the terms of Article 141 of the Brazilian Corporate Law, in accordance with the rules of the remote voting card issued by the Brazilian Securities Regulator (CVM), and mandatory for all publicly-traded Brazilian companies.ABSTAIN vote recommendations are warranted for items 7, 8.1-8.9 and 10 in the absence of publicly-available information, disclosed in a timely manner, regarding a cumulative voting request presented by shareholders.
8.6 Percentage of Votes to Be Assigned - Elect None Abstain Irlau Machado Filho as Director
Blended Rationale: Under these items, the company presents shareholders with the option to request cumulative voting for the election of directors under the terms of Article 141 of the Brazilian Corporate Law, in accordance with the rules of the remote voting card issued by the Brazilian Securities Regulator (CVM), and mandatory for all publicly-traded Brazilian companies.ABSTAIN vote recommendations are warranted for items 7, 8.1-8.9 and 10 in the absence of publicly-available information, disclosed in a timely manner, regarding a cumulative voting request presented by shareholders.
8.7 Percentage of Votes to Be Assigned - Elect None Abstain Christopher Riley Gordon as Director
Blended Rationale: Under these items, the company presents shareholders with the option to request cumulative voting for the election of directors under the terms of Article 141 of the Brazilian Corporate Law, in accordance with the rules of the remote voting card issued by the Brazilian Securities Regulator (CVM), and mandatory for all publicly-traded Brazilian companies.ABSTAIN vote recommendations are warranted for items 7, 8.1-8.9 and 10 in the absence of publicly-available information, disclosed in a timely manner, regarding a cumulative voting request presented by shareholders. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Hapvida Participacoes e Investimentos SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8.8 Percentage of Votes to Be Assigned - Elect None Abstain Marcio Luiz Simoes Utsch as Independent Director
Blended Rationale: Under these items, the company presents shareholders with the option to request cumulative voting for the election of directors under the terms of Article 141 of the Brazilian Corporate Law, in accordance with the rules of the remote voting card issued by the Brazilian Securities Regulator (CVM), and mandatory for all publicly-traded Brazilian companies.ABSTAIN vote recommendations are warranted for items 7, 8.1-8.9 and 10 in the absence of publicly-available information, disclosed in a timely manner, regarding a cumulative voting request presented by shareholders.
8.9 Percentage of Votes to Be Assigned - Elect None Abstain Plinio Villares Musetti as Independent Director
Blended Rationale: Under these items, the company presents shareholders with the option to request cumulative voting for the election of directors under the terms of Article 141 of the Brazilian Corporate Law, in accordance with the rules of the remote voting card issued by the Brazilian Securities Regulator (CVM), and mandatory for all publicly-traded Brazilian companies.ABSTAIN vote recommendations are warranted for items 7, 8.1-8.9 and 10 in the absence of publicly-available information, disclosed in a timely manner, regarding a cumulative voting request presented by shareholders.
9 As an Ordinary Shareholder, Would You like None For to Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
Blended Rationale: Under these items, the company presents shareholders with the option to request cumulative voting for the election of directors under the terms of Article 141 of the Brazilian Corporate Law, in accordance with the rules of the remote voting card issued by the Brazilian Securities Regulator (CVM), and mandatory for all publicly-traded Brazilian companies.ABSTAIN vote recommendations are warranted for items 7, 8.1-8.9 and 10 in the absence of publicly-available information, disclosed in a timely manner, regarding a cumulative voting request presented by shareholders.
10 Do You Wish to Adopt Cumulative Voting for None Abstain the Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
Blended Rationale: Under these items, the company presents shareholders with the option to request cumulative voting for the election of directors under the terms of Article 141 of the Brazilian Corporate Law, in accordance with the rules of the remote voting card issued by the Brazilian Securities Regulator (CVM), and mandatory for all publicly-traded Brazilian companies.ABSTAIN vote recommendations are warranted for items 7, 8.1-8.9 and 10 in the absence of publicly-available information, disclosed in a timely manner, regarding a cumulative voting request presented by shareholders.
11 Do You Wish to Request Installation of a None For Fiscal Council, Under the Terms of Article 161 of the Brazilian Corporate Law?
12 In the Event of a Second Call, the Voting None For Instructions Contained in this Remote Voting Card May Also be Considered for the Second Call?
Hitachi Construction Machinery Co., Ltd.
Meeting Date: 06/28/2021 Country: Japan Meeting Type: Annual Ticker: 6305 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Hitachi Construction Machinery Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Oka, Toshiko For For
1.2 Elect Director Okuhara, Kazushige For For
1.3 Elect Director Kikuchi, Maoko For For
1.4 Elect Director Toyama, Haruyuki For For
1.5 Elect Director Katsurayama, Tetsuo For For
1.6 Elect Director Shiojima, Keiichiro For For
1.7 Elect Director Takahashi, Hideaki For For
1.8 Elect Director Tabuchi, Michifumi For For
1.9 Elect Director Hirano, Kotaro For For
1.10 Elect Director Hosoya, Yoshinori For For
HIWIN Technologies Corp.
Meeting Date: 06/28/2021 Country: Taiwan Meeting Type: Annual Ticker: 2049
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Business Operations Report and For For Financial Statements
2 Approve Plan on Profit Distribution For For
3 Approve the Issuance of New Shares by For For Capitalization of Profit
4 Approve Amendments to Articles of For For Association
5 Amend Procedures for Endorsement and For For Guarantees
6 Approve Release of Restrictions of For For Competitive Activities of Directors
MS&AD Insurance Group Holdings, Inc.
Meeting Date: 06/28/2021 Country: Japan Meeting Type: Annual Ticker: 8725 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
MS&AD Insurance Group Holdings, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 80
2.1 Elect Director Karasawa, Yasuyoshi For For
2.2 Elect Director Kanasugi, Yasuzo For For
2.3 Elect Director Hara, Noriyuki For For
2.4 Elect Director Higuchi, Tetsuji For For
2.5 Elect Director Fukuda, Masahito For For
2.6 Elect Director Endo, Takaoki For For
2.7 Elect Director Bando, Mariko For For
2.8 Elect Director Arima, Akira For For
2.9 Elect Director Tobimatsu, Junichi For For
2.10 Elect Director Rochelle Kopp For For
3.1 Appoint Statutory Auditor Suto, Atsuko For For
3.2 Appoint Statutory Auditor Uemura, Kyoko For For
4 Appoint Alternate Statutory Auditor Meguro, For For Kozo
5 Approve Director Retirement Bonus For For
NGK Insulators, Ltd.
Meeting Date: 06/28/2021 Country: Japan Meeting Type: Annual Ticker: 5333
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 20
2 Amend Articles to Amend Business Lines For For
3.1 Elect Director Oshima, Taku For For
3.2 Elect Director Kobayashi, Shigeru For For
3.3 Elect Director Kanie, Hiroshi For For
3.4 Elect Director Niwa, Chiaki For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
NGK Insulators, Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.5 Elect Director Iwasaki, Ryohei For For
3.6 Elect Director Shindo, Hideaki For For
3.7 Elect Director Kamano, Hiroyuki For For
3.8 Elect Director Hamada, Emiko For For
3.9 Elect Director Furukawa, Kazuo For For
4 Appoint Statutory Auditor Saji, Nobumitsu For For
5 Approve Deep Discount Stock Option Plan For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 20
2 Amend Articles to Amend Business Lines For For
3.1 Elect Director Oshima, Taku For For
3.2 Elect Director Kobayashi, Shigeru For For
3.3 Elect Director Kanie, Hiroshi For For
3.4 Elect Director Niwa, Chiaki For For
3.5 Elect Director Iwasaki, Ryohei For For
3.6 Elect Director Shindo, Hideaki For For
3.7 Elect Director Kamano, Hiroyuki For For
3.8 Elect Director Hamada, Emiko For For
3.9 Elect Director Furukawa, Kazuo For For
4 Appoint Statutory Auditor Saji, Nobumitsu For For
5 Approve Deep Discount Stock Option Plan For For
Pennon Group Plc
Meeting Date: 06/28/2021 Country: United Kingdom Meeting Type: Special Ticker: PNN Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Pennon Group Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Special Dividend For For
2 Approve Share Consolidation For For
3 Authorise Issue of Equity For For
4 Authorise Issue of Equity without Pre-emptive For For Rights
5 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
6 Authorise Market Purchase of Ordinary Shares For For
7 Adopt New Articles of Association For For
Red Electrica Corp. SA
Meeting Date: 06/28/2021 Country: Spain Meeting Type: Annual Ticker: REE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Standalone Financial Statements For For
2 Approve Consolidated Financial Statements For For
3 Approve Allocation of Income and Dividends For For
4 Approve Non-Financial Information Statement For For
5 Approve Discharge of Board For For
6.1 Elect Marcos Vaquer Caballeria as Director For For
6.2 Elect Elisenda Malaret Garcia as Director For For
6.3 Elect Jose Maria Abad Hernandez as Director For For
6.4 Ratify Appointment of and Elect Ricardo For For Garcia Herrera as Director
7.1 Amend Articles Re: Corporate Purpose, For For Nationality and Registered Office
7.2 Amend Articles Re: Share Capital and For For Shareholders' Preferential Subscription Rights Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Red Electrica Corp. SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7.3 Amend Articles Re: General Meetings, For For Meeting Types, Quorum, Right to Information and Attendance, Constitution, Deliberations and Remote Voting
7.4 Amend Articles Re: Allow Shareholder For For Meetings to be Held in Virtual-Only Format
7.5 Amend Articles Re: Board, Audit Committee, For For Appointment and Remuneration Committee and Sustainability Committee
7.6 Amend Articles Re: Annual Accounts For For
8.1 Amend Articles of General Meeting For For Regulations Re: Purpose and Validity of the Regulations, and Advertising
8.2 Amend Article 2 of General Meeting For For Regulations Re: Corporate Website
8.3 Amend Articles of General Meeting For For Regulations Re: Competences and Meeting Types
8.4 Amend Articles of General Meeting For For Regulations Re: Allow Shareholder Meetings to be Held in Virtual-Only Format
8.5 Amend Articles of General Meeting For For Regulations Re: Quorum, Chairman of the General Meeting, Constitution, Deliberation, Adoption of Resolutions and Publicity
9.1 Approve Remuneration Report For For
9.2 Approve Remuneration of Directors For For
9.3 Approve Long-Term Incentive Plan For For
9.4 Approve Remuneration Policy For For
10 Renew Appointment of KPMG Auditores as For For Auditor
11 Authorize Board to Ratify and Execute For For Approved Resolutions
12 Receive Corporate Governance Report
13 Receive Amendments to Board of Directors Regulations
Saudi National Bank
Meeting Date: 06/28/2021 Country: Saudi Arabia Meeting Type: Ordinary Shareholders Ticker: 1180 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Saudi National Bank
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Ordinary Business
1 Approve the Increase of the Audit Committee For For Size from 4 to 5 Members by Appointing Abdullah Al Ruweiss as Audit Committee Member
S-Enjoy Service Group Co., Limited
Meeting Date: 06/28/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 1755
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3a1 Elect Qi Xiaoming as Director For For
3a2 Elect Lu Zhongming as Director For For
3a3 Elect Zhang Yan as Director For For
3b Authorize Board to Fix Remuneration of For For Directors
4 Approve PricewaterhouseCoopers as Auditor For For and Authorize Board to Fix Their Remuneration
5A Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
5B Authorize Repurchase of Issued Share Capital For For
5C Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
Sompo Holdings, Inc.
Meeting Date: 06/28/2021 Country: Japan Meeting Type: Annual Ticker: 8630 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sompo Holdings, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 90
2.1 Elect Director Sakurada, Kengo For For
2.2 Elect Director Tsuji, Shinji For For
2.3 Elect Director Teshima, Toshihiro For For
2.4 Elect Director Scott Trevor Davis For For
2.5 Elect Director Higashi, Kazuhiro For For
2.6 Elect Director Nawa, Takashi For For
2.7 Elect Director Shibata, Misuzu For For
2.8 Elect Director Yamada, Meyumi For For
2.9 Elect Director Yanagida, Naoki For For
2.10 Elect Director Uchiyama, Hideyo For For
2.11 Elect Director Endo, Isao For For
2.12 Elect Director Ito, Kumi For For
Tele2 AB
Meeting Date: 06/28/2021 Country: Sweden Meeting Type: Extraordinary Ticker: TEL2.B Shareholders
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Chairman of Meeting For For
2.1 Designate Marianne Nilsson as Inspector of For For Minutes of Meeting
2.2 Designate John Hernander as Inspector of For For Minutes of Meeting
3 Prepare and Approve List of Shareholders For For
4 Approve Agenda of Meeting For For
5 Acknowledge Proper Convening of Meeting For For
6 Approve Extra Dividends of SEK 3.00 Per For For Share Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
TOHO GAS Co., Ltd.
Meeting Date: 06/28/2021 Country: Japan Meeting Type: Annual Ticker: 9533
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 27.5
2 Approve Transfer of Operations to Wholly For For Owned Subsidiary
3.1 Elect Director Tominari, Yoshiro For For
3.2 Elect Director Masuda, Nobuyuki For For
3.3 Elect Director Senda, Shinichi For For
3.4 Elect Director Torii, Akira For For
3.5 Elect Director Kimura, Hidetoshi For For
3.6 Elect Director Yamazaki, Satoshi For For
3.7 Elect Director Hattori, Tetsuo For For
3.8 Elect Director Hamada, Michiyo For For
3.9 Elect Director Oshima, Taku For For
4.1 Appoint Statutory Auditor Kodama, Mitsuhiro For For
4.2 Appoint Statutory Auditor Koyama, Norikazu For For
5 Approve Annual Bonus For For
6 Approve Restricted Stock Plan For For
Tokio Marine Holdings, Inc.
Meeting Date: 06/28/2021 Country: Japan Meeting Type: Annual Ticker: 8766
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 100
2.1 Elect Director Nagano, Tsuyoshi For For
2.2 Elect Director Komiya, Satoru For For
2.3 Elect Director Yuasa, Takayuki For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tokio Marine Holdings, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.4 Elect Director Harashima, Akira For For
2.5 Elect Director Okada, Kenji For For
2.6 Elect Director Endo, Yoshinari For For
2.7 Elect Director Hirose, Shinichi For For
2.8 Elect Director Mimura, Akio For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
2.9 Elect Director Egawa, Masako For For
2.10 Elect Director Mitachi, Takashi For For
2.11 Elect Director Endo, Nobuhiro For For
2.12 Elect Director Katanozaka, Shinya For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
2.13 Elect Director Osono, Emi For For
2.14 Elect Director Moriwaki, Yoichi For For
3 Approve Compensation Ceiling for Directors For Against and Trust-Type Equity Compensation Plan
Blended Rationale: AGAINST as recipients include outside directors.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 100
2.1 Elect Director Nagano, Tsuyoshi For For
2.2 Elect Director Komiya, Satoru For For
2.3 Elect Director Yuasa, Takayuki For For
2.4 Elect Director Harashima, Akira For For
2.5 Elect Director Okada, Kenji For For
2.6 Elect Director Endo, Yoshinari For For
2.7 Elect Director Hirose, Shinichi For For
2.8 Elect Director Mimura, Akio For For
2.9 Elect Director Egawa, Masako For For
2.10 Elect Director Mitachi, Takashi For For
2.11 Elect Director Endo, Nobuhiro For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tokio Marine Holdings, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.12 Elect Director Katanozaka, Shinya For For
2.13 Elect Director Osono, Emi For For
2.14 Elect Director Moriwaki, Yoichi For For
3 Approve Compensation Ceiling for Directors For For and Trust-Type Equity Compensation Plan
Tokyo Century Corp.
Meeting Date: 06/28/2021 Country: Japan Meeting Type: Annual Ticker: 8439
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 70
2.1 Elect Director Asada, Shunichi For For
2.2 Elect Director Nogami, Makoto For For
2.3 Elect Director Yukiya, Masataka For For
2.4 Elect Director Yoshida, Masao For For
2.5 Elect Director Higaki, Yukito For For
2.6 Elect Director Nakamura, Akio For For
2.7 Elect Director Asano, Toshio For For
2.8 Elect Director Tanaka, Miho For For
2.9 Elect Director Okada, Akihiko For For
2.10 Elect Director Ogushi, Keiichiro For For
2.11 Elect Director Baba, Koichi For For
2.12 Elect Director Hirasaki, Tatsuya For For
2.13 Elect Director Tamba, Toshihito For For
3 Appoint Alternate Statutory Auditor Iwanaga, For For Toshihiko
4 Approve Deep Discount Stock Option Plan For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tsingtao Brewery Company Limited
Meeting Date: 06/28/2021 Country: China Meeting Type: Annual Ticker: 168
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve Work Report of the Board of For For Directors
2 Approve Work Report of the Board of For For Supervisors
3 Approve Financial Report (Audited) For For
4 Approve Profit and Dividend Distribution Plan For For
5 Approve PricewaterhouseCoopers Zhong Tian For For LLP as Auditor and Authorize Board to Fix Their Remuneration
6 Approve PricewaterhouseCoopers Zhong Tian For For LLP as Internal Control Auditor and Authorize Board to Fix Their Remuneration
ELECT DIRECTORS
7.1 Elect Huang Ke Xing as Director For For
7.2 Elect Yu Zhu Ming as Director For For
7.3 Elect Wang Rui Yong as Director For For
7.4 Elect Shi Kun as Director For For
7.5 Elect Xiao Geng as Director For For
7.6 Elect Sheng Lei Ming as Director For For
7.7 Elect Jiang Xing Lu as Director For For
7.8 Elect Rania Zhang as Director For For
ELECT SUPERVISORS
8.1 Elect Guo Xiu Zhang as Supervisor For For
8.2 Elect Yao Yu as Supervisor For For
8.3 Elect Li Yan as Supervisor For For
8.4 Elect Wang Ya Ping as Supervisor For For
9 Approve Remuneration Plan of Directors and For For Supervisors
10 Approve Purchase of Liability Insurance for For For Directors, Supervisors and Senior Management Members Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tsingtao Brewery Company Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11 Amend Articles of Association and Related For For Transactions
Weichai Power Co., Ltd.
Meeting Date: 06/28/2021 Country: China Meeting Type: Annual Ticker: 2338
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve Annual Report For For
2 Approve Report of the Board of Directors For For
3 Approve Report of the Supervisory Committee For For
4 Approve Audited Financial Statements and For For Auditors' Report
5 Approve Final Financial Report For For
6 Approve Financial Budget Report For Against
Blended Rationale: A vote AGAINST this proposal is warranted due to lack of disclosure.
7 Approve Deloitte Touche Tohmatsu Certified For For Public Accountants LLP as Auditors and Authorize Board to Fix Their Remuneration
8 Approve Hexin Accountants LLP as Internal For For Control Auditors
9 Approve Merger and Absorption of Weichai For For Power (Weifang) Intensive Logistics Co., Ltd.
10 Approve Merger and Absorption of Weichai For For Power (Weifang) Reconstruction Co., Ltd.
11 Approve Adjusted Proposal for the For For Distribution of Profit
12 Approve Payment of Interim Dividend For For
ELECT DIRECTORS VIA CUMULATIVE VOTING
13a Elect Tan Xuguang as Director For For
13b Elect Zhang Liangfu as Director For For
13c Elect Jiang Kui as Director For For
13d Elect Zhang Quan as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Weichai Power Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
13e Elect Xu Xinyu as Director For For
13f Elect Sun Shaojun as Director For For
13g Elect Yuan Hongming as Director For For
13h Elect Yan Jianbo as Director For For
13i Elect Gordon Riske as Director For For
13j Elect Michael Martin Macht as Director For For
ELECT INDEPENDENT NON-EXECUTIVE DIRECTORS VIA CUMULATIVE VOTING
14a Elect Li Hongwu as Director For Against
Blended Rationale: A vote AGAINST the election of audit committee members Jiang Yan, Li Hongwu, Wen Daocai, Yu Zhuoping, and Zhao Huifang is warranted for failure to disclose the breakdown of the fees paid to the company's auditor.
14b Elect Wen Daocai as Director For Against
Blended Rationale: A vote AGAINST the election of audit committee members Jiang Yan, Li Hongwu, Wen Daocai, Yu Zhuoping, and Zhao Huifang is warranted for failure to disclose the breakdown of the fees paid to the company's auditor.
14c Elect Jiang Yan as Director For Against
Blended Rationale: A vote AGAINST the election of audit committee members Jiang Yan, Li Hongwu, Wen Daocai, Yu Zhuoping, and Zhao Huifang is warranted for failure to disclose the breakdown of the fees paid to the company's auditor.
14d Elect Yu Zhuoping as Director For Against
Blended Rationale: A vote AGAINST the election of audit committee members Jiang Yan, Li Hongwu, Wen Daocai, Yu Zhuoping, and Zhao Huifang is warranted for failure to disclose the breakdown of the fees paid to the company's auditor.
14e Elect Zhao Huifang as Director For Against
Blended Rationale: A vote AGAINST the election of audit committee members Jiang Yan, Li Hongwu, Wen Daocai, Yu Zhuoping, and Zhao Huifang is warranted for failure to disclose the breakdown of the fees paid to the company's auditor.
ELECT SUPERVISORS VIA CUMULATIVE VOTING
15a Elect Lu Wenwu as Supervisor For For
15b Elect Wu Hongwei as Supervisor For For
Yandex NV
Meeting Date: 06/28/2021 Country: Netherlands Meeting Type: Annual Ticker: YNDX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Annual Meeting Agenda Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Yandex NV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Adopt Financial Statements and Statutory For For Reports
2 Approve Discharge of Directors For For
3 Reelect John Boynton as Non-Executive For Against Director
Blended Rationale: A vote FOR the elections of Ilya Strebulaev and Alexander Moldovan are warranted because:- The nominees are elected for a period not exceeding four years;- The candidates appear to possess the necessary qualifications for board membership; and- There is no known controversy concerning the candidatesA vote AGAINST the non-independent nominees ( John Boynton and Esther Dyson) that serve on the remuneration committee, as the remuneration committee lacks sufficient independence among its members. The company has also failed to demonstrate good stewardship by failing to submit the remuneration to a shareholder vote. Despite not being formally required due to the company cross market status, both in US and the Netherlands companies are required to offer shareholders a say-on-pay.
4 Reelect Esther Dyson as Non-Executive For Against Director
Blended Rationale: A vote FOR the elections of Ilya Strebulaev and Alexander Moldovan are warranted because:- The nominees are elected for a period not exceeding four years;- The candidates appear to possess the necessary qualifications for board membership; and- There is no known controversy concerning the candidatesA vote AGAINST the non-independent nominees ( John Boynton and Esther Dyson) that serve on the remuneration committee, as the remuneration committee lacks sufficient independence among its members. The company has also failed to demonstrate good stewardship by failing to submit the remuneration to a shareholder vote. Despite not being formally required due to the company cross market status, both in US and the Netherlands companies are required to offer shareholders a say-on-pay.
5 Reelect Ilya Strebulaev as Non-Executive For For Director
6 Elect Alexander Moldovan as Non-Executive For For Director
7 Ratify Auditors For For
8 Grant Board Authority to Issue Class A Shares For Against
Blended Rationale: A vote AGAINST these proposals is warranted because:- The authorization to issue shares is not in line with commonly used safeguards regarding volume and duration;- The authorization to issue shares would last for 60 months.
9 Authorize Board to Exclude Preemptive Rights For Against from Share Issuances
Blended Rationale: A vote AGAINST these proposals is warranted because:- The authorization to issue shares is not in line with commonly used safeguards regarding volume and duration;- The authorization to issue shares would last for 60 months.
10 Authorize Repurchase of Up to 20 Percent of For Against Issued Share Capital
Blended Rationale: A vote AGAINST is warranted because:- The proposal is not in line with the commonly used safeguards regarding volume;- The authorization would allow Yandex to repurchase up to 20 percent of the outstanding share capital, exceeding commonly accepted safeguards.
Yandex NV
Meeting Date: 06/28/2021 Country: Netherlands Meeting Type: Annual Ticker: YNDX Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Yandex NV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for Class A Holders
1 Open Meeting
2 Receive Announcements
3 Approve Legal Merger of Yandex B.V. with For For Yandex.Market B.V.
4 Other Business
Yandex NV
Meeting Date: 06/28/2021 Country: Netherlands Meeting Type: Annual Ticker: YNDX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
This is a Duplicate Meeting for Ballots Received via Broadridge Distribution System
Class A Meeting Agenda
1 Approve Legal Merger of Yandex B.V. with For For Yandex.Market B.V.
Annual Meeting Agenda
2 Adopt Financial Statements and Statutory For For Reports
3 Approve Discharge of Directors For For
4 Reelect John Boynton as Non-Executive For Against Director
Blended Rationale: A vote AGAINST the non-independent nominees (John Boynton and Esther Dyson) that serve on the remuneration committee, as the remuneration committee lacks sufficient independence among its members. The company has also failed to demonstrate good stewardship by failing to submit the remuneration to a shareholder vote. Despite not being formally required due to the company cross market status, both in US and the Netherlands companies are required to offer shareholders a say-on-pay.
5 Reelect Esther Dyson as Non-Executive For Against Director
Blended Rationale: A vote AGAINST the non-independent nominees (John Boynton and Esther Dyson) that serve on the remuneration committee, as the remuneration committee lacks sufficient independence among its members. The company has also failed to demonstrate good stewardship by failing to submit the remuneration to a shareholder vote. Despite not being formally required due to the company cross market status, both in US and the Netherlands companies are required to offer shareholders a say-on-pay. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Yandex NV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Reelect Ilya Strebulaev as Non-Executive For For Director
7 Elect Alexander Moldovan as Non-Executive For For Director
8 Ratify Auditors For For
9 Grant Board Authority to Issue Class A Shares For Against
Blended Rationale: A vote AGAINST these proposals is warranted because:- The authorization to issue shares is not in line with commonly used safeguards regarding volume and duration;- The authorization to issue shares would last for 60 months.
10 Authorize Board to Exclude Preemptive Rights For Against from Share Issuances
Blended Rationale: A vote AGAINST these proposals is warranted because:- The authorization to issue shares is not in line with commonly used safeguards regarding volume and duration;- The authorization to issue shares would last for 60 months.
11 Authorize Repurchase of Up to 20 Percent of For Against Issued Share Capital
Blended Rationale: A vote AGAINST is warranted because:- The proposal is not in line with the commonly used safeguards regarding volume;- The authorization would allow Yandex to repurchase up to 20 percent of the outstanding share capital, exceeding commonly accepted safeguards.
Zhejiang Expressway Co., Ltd.
Meeting Date: 06/28/2021 Country: China Meeting Type: Extraordinary Ticker: 576 Shareholders
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Yu Zhihong as Director For For
2 Elect Chen Ninghui as Director For For
3 Elect Yuan Yingjie as Director For For
4 Elect Jin Chaoyang as Director For For
5 Elect Fan Ye as Director For For
6 Elect Huang Jianzhang as Director For For
7 Elect Pei Ker-Wei as Director and Approve For For Continuous Appointment as Independent Non-Executive Director
8 Elect Lee Wai Tsang, Rosa as Director For For
9 Elect Chen Bin as Director For For
10 Approve Remuneration and Allowance For For Package of Directors Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Zhejiang Expressway Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11.1 Elect Zheng Ruchun as Supervisor and For For Authorize Board to Fix His Remuneration
11.2a Elect He Meiyun as Supervisor and Authorize For For Board to Fix Her Remuneration
11.2b Elect Wu Qingwang as Supervisor and For For Authorize Board to Fix His Remuneration
12 Authorize Board to Approve the Directors' For For Service Contracts, Supervisors' Service Contracts and All Other Relevant Documents and Authorize Any Executive Director to Deal With All Related Matters
3SBio, Inc.
Meeting Date: 06/29/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 1530
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2A Elect Lou Jing as Director For For
2B Elect Pu Tianruo as Director For Against
Blended Rationale: A vote AGAINST Tianruo (Robert) Pu as he serves on the audit committee and the company paid excessive non-audit fees to its auditor.
2C Elect Yang, Hoi Ti Heidi as Director For For
2D Authorize Board to Fix Remuneration of For For Directors
3 Approve Ernst & Young as Auditors and For Against Authorize Board to Fix Their Remuneration
Blended Rationale: A vote AGAINST this proposal is warranted given that the non-audit fees exceeded the total audit fees paid to the company's audit firm in the latest fiscal year without satisfactory explanation.
4A Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
4B Authorize Repurchase of Issued Share Capital For For
4C Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Adevinta ASA
Meeting Date: 06/29/2021 Country: Norway Meeting Type: Annual Ticker: ADE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Notice of Meeting and Agenda For For
2 Elect Chairman of Meeting For For
3 Designate Inspector(s) of Minutes of Meeting For For
4 Accept Financial Statements and Statutory For For Reports
5 Approve Company's Corporate Governance For For Statement
6 Approve Remuneration Policy And Other For For Terms of Employment For Executive Management
7 Approve Remuneration of Auditors For For
8a Reelect Orla Noonan (Chairman) as Director For For
8b Reelect Fernando Abril-Martorell Hernandez For For as Director
8c Reelect Peter Brooks-Johnson as Director For For
8d Reelect Sophie Javary as Director For For
8e Reelect Kristin Skogen Lund as Director For For
8f Elect Julia Jaekel as New Director For For
8g Elect Michael Nilles as New Director For For
9 Approve Remuneration of Directors in the For For Amount of NOK 1.45 Million for Chairman and NOK 750,000 for the Other Directors; Approve Committee Fees
10 Elect Ole E. Dahl as Member of Nominating For For Committee
11 Approve Remuneration of Nominating For For Committee
12 Approve Creation of NOK 24.5 Million Pool of For For Capital without Preemptive Rights
13 Authorize Issuance of Convertible Bonds For For without Preemptive Rights up to Aggregate Nominal Amount of NOK 7.5 Billion; Approve Creation of NOK 24.5 Million Pool of Capital to Guarantee Conversion Rights
14 Authorize Share Repurchase Program and For For Reissuance of Repurchased Shares Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Adevinta ASA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
15 Amend eBay Classified Closing Articles Re: For For Shareholder Rights
Air Canada
Meeting Date: 06/29/2021 Country: Canada Meeting Type: Annual Ticker: AC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Amee Chande For For
1.2 Elect Director Christie J.B. Clark For For
1.3 Elect Director Gary A. Doer For For
1.4 Elect Director Rob Fyfe For For
1.5 Elect Director Michael M. Green For For
1.6 Elect Director Jean Marc Huot For For
1.7 Elect Director Madeleine Paquin For For
1.8 Elect Director Michael Rousseau For For
1.9 Elect Director Vagn Sorensen For For
1.10 Elect Director Kathleen Taylor For For
1.11 Elect Director Annette Verschuren For For
1.12 Elect Director Michael M. Wilson For For
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
3 Advisory Vote on Executive Compensation For For Approach
A The Undersigned Certifies The Shares None Against Represented by this Proxy Are Owned And Controlled By: FOR = Canadian, ABN = Non-Canadian Holder Authorized To Provide Air Service, AGT = Non-Canadian Who Is Not A Non-Canadian Holder Authorized To Provide Air Service.
Blended Rationale: No recommendation is provided for this "voting" item, as the response is dependent upon a shareholder's citizenship or residency status in Canada. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Air Canada
Proposal Vote Number Proposal Text Mgmt Rec Instruction
B The Undersigned Hereby Certifies that the None Against Shares Owned and Controlled by the Undersigned, Including the Shares Held by Persons in Affiliation with the Undersigned, Represent 10% or More of the Company's Issued and Outstanding Shares.
Blended Rationale: No recommendation is provided for this "voting" item, as the response is dependent upon a shareholder's citizenship or residency status in Canada.
Aluminum Corporation of China Limited
Meeting Date: 06/29/2021 Country: China Meeting Type: Annual Ticker: 2600
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve 2020 Report of the Board of For For Directors
2 Approve 2020 Report of the Supervisory For For Committee
3 Approve 2020 Independent Auditor's Report For For and Audited Financial Reports
4 Approve 2020 Loss Recovery Plan For For
5 Approve Provision of Financing Guarantees by For For the Company to Chalco Hong Kong Investment
6 Approve Provision of Financing Guarantees by For For the Company and Chalco Shandong to Xinghua Technology
7 Approve 2021 Remuneration of Directors and For For Supervisors
8 Approve Renewal of Liability Insurance for For For Directors, Supervisors and Senior Management Members
9 Approve PricewaterhouseCoopers Zhong Tian For For LLP as Domestic Auditors and PricewaterhouseCoopers as International Auditors and Authorize Board to Fix Their Remuneration
10 Approve Issuance of Domestic Bonds For For
11 Approve Issuance of Overseas Bonds For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Aluminum Corporation of China Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
12 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights for H Shares
Blended Rationale: A vote AGAINST this resolution is warranted for the following:- The H share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
ELECT DIRECTORS VIA CUMULATIVE VOTING
13.1 Elect Liu Jianping as Director For For
13.2 Elect Jiang Tao as Director For For
13.3 Elect Ou Xiaowu as Director For For
13.4 Elect Zhang Jilong as Director For For
ELECT INDEPENDENT NON-EXECUTIVE DIRECTORS VIA CUMULATIVE VOTING
14.1 Elect Qiu Guanzhou as Director For For
14.2 Elect Yu Jinsong as Director For For
14.3 Elect Chan Yuen Sau Kelly as Director For For
Amano Corp.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 6436
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 45
2.1 Elect Director Nakajima, Izumi For For
2.2 Elect Director Tsuda, Hiroyuki For For
2.3 Elect Director Ihara, Kunihiro For For
2.4 Elect Director Yamazaki, Manabu For For
2.5 Elect Director Ninomiya, Kirihito For For
2.6 Elect Director Tazo, Fujinori For For
2.7 Elect Director Kawashima, Kiyoshi For For
2.8 Elect Director Omori, Michinobu For For
2.9 Elect Director Watanabe, Sumie For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Amano Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Appoint Statutory Auditor Nagakawa, Naofumi For For
ANA HOLDINGS INC.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 9202
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Articles to Increase Authorized Capital For For
2.1 Elect Director Ito, Shinichiro For For
2.2 Elect Director Katanozaka, Shinya For For
2.3 Elect Director Shibata, Koji For For
2.4 Elect Director Takada, Naoto For For
2.5 Elect Director Fukuzawa, Ichiro For For
2.6 Elect Director Mitsukura, Tatsuhiko For For
2.7 Elect Director Hirako, Yuji For For
2.8 Elect Director Yamamoto, Ado For For
2.9 Elect Director Kobayashi, Izumi For For
2.10 Elect Director Katsu, Eijiro For For
3 Appoint Statutory Auditor Miura, Akihiko For For
Asian Paints Limited
Meeting Date: 06/29/2021 Country: India Meeting Type: Annual Ticker: 500820
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports and Audited Consolidated Financial Statements
2 Approve Final Dividend For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Asian Paints Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Reelect Abhay Vakil as Director For Against
Blended Rationale: Items 3 and 4:A vote AGAINST the following nominees is warranted because:- The board independence norms are not met (based on Sustainability Advisory Services reclassification), and Jigish Choksi and Abhay Vakil are non-independent director nominees.
4 Reelect Jigish Choksi as Director For Against
Blended Rationale: Items 3 and 4:A vote AGAINST the following nominees is warranted because:- The board independence norms are not met (based on Sustainability Advisory Services reclassification), and Jigish Choksi and Abhay Vakil are non-independent director nominees.
5 Approve Deloitte Haskins & Sells LLP, For For Chartered Accountants as Auditors and Authorize Board to Fix Their Remuneration
6 Reelect R. Seshasayee as Director For For
7 Approve R. Seshasayee to Continue Office as For For Independent Director
8 Approve Asian Paints Employee Stock Option For Against Plan 2021 and Grant of Options to Eligible Employees of the Company
Blended Rationale: A vote AGAINST this resolution is warranted because:- The proposed scheme permits stock options to be issued with an exercise price at a discount to the current market price.- Performance conditions are not disclosed.
9 Approve Grant of Stock Options to the Eligible For Against Employees of the Company's Subsidiaries under the Asian Paints Employee Stock Option Plan 2021
Blended Rationale: A vote AGAINST this resolution is warranted because:- The proposed scheme permits stock options to be issued with an exercise price at a discount to the current market price.- Performance conditions are not disclosed.
10 Approve Secondary Acquisition of Shares For Against Through Trust Route for the Implementation of the Asian Paints Employee Stock Option Plan 2021
Blended Rationale: A vote AGAINST this resolution is warranted because:- The proposed scheme permits stock options to be issued with an exercise price at a discount to the current market price.- Performance conditions are not disclosed.
11 Approve Grant of Stock Options to Amit For Against Syngle as Managing Director and CEO under the Asian Paints Employee Stock Option Plan 2021
Blended Rationale: A vote AGAINST this resolution is warranted because:- The proposed scheme permits stock options to be issued with an exercise price at a discount to the current market price.- Performance conditions are not disclosed.
12 Approve Maintenance of Register of Members For For and Related Books at a Place Other Than the Registered Office of the Company
13 Approve Remuneration of Cost Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Bank of Communications Co., Ltd.
Meeting Date: 06/29/2021 Country: China Meeting Type: Annual Ticker: 3328
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve Report of the Board of Directors For For
2 Approve Report of the Board of Supervisors For For
3 Approve Financial Report For For
4 Approve Profit Distribution Plan For For
5 Approve Fixed Assets Investment Plan For For
6 Approve PricewaterhouseCoopers as For For International Auditor and PricewaterhouseCoopers Zhong Tian LLP as Domestic Auditor and Authorize Board to Determine and Enter Into Respective Engagement with Them
CarMax, Inc.
Meeting Date: 06/29/2021 Country: USA Meeting Type: Annual Ticker: KMX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Peter J. Bensen For For
1b Elect Director Ronald E. Blaylock For For
1c Elect Director Sona Chawla For For
1d Elect Director Thomas J. Folliard For For
1e Elect Director Shira Goodman For For
1f Elect Director Robert J. Hombach For For
1g Elect Director David W. McCreight For For
1h Elect Director William D. Nash For For
1i Elect Director Mark F. O'Neil For For
1j Elect Director Pietro Satriano For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
CarMax, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1k Elect Director Marcella Shinder For For
1l Elect Director Mitchell D. Steenrod For For
2 Ratify KPMG LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Report on Political Contributions and Against For Expenditures
Blended Rationale: A vote FOR this resolution is warranted, as additional information regarding the company's direct and indirect political contributions, including payments to trade associations, would help investors in assessing its management of related risks.
Casio Computer Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 6952
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 22.5
2.1 Elect Director Kashio, Kazuhiro For For
2.2 Elect Director Nakayama, Jin For For
2.3 Elect Director Takano, Shin For For
2.4 Elect Director Kashio, Tetsuo For For
2.5 Elect Director Yamagishi, Toshiyuki For For
2.6 Elect Director Ozaki, Motoki For For
3.1 Elect Director and Audit Committee Member For For Yamaguchi, Akihiko
3.2 Elect Director and Audit Committee Member For For Chiba, Michiko
3.3 Elect Director and Audit Committee Member For For Abe, Hirotomo
China Longyuan Power Group Corporation Limited
Meeting Date: 06/29/2021 Country: China Meeting Type: Extraordinary Ticker: 916 Shareholders Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China Longyuan Power Group Corporation Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Li Zhongjun as Director For For
2 Elect Tang Chaoxiong as Director For For
CITIC Securities Co., Ltd.
Meeting Date: 06/29/2021 Country: China Meeting Type: Annual Ticker: 6030
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve Work Report of the Board of For For Directors
2 Approve Work Report of the Supervisory For For Committee
3 Approve Annual Report For For
4 Approve Profit Distribution Plan For For
5 Approve PricewaterhouseCoopers Zhong Tian For Against LLP and PricewaterhouseCoopers as External Auditors and PricewaterhouseCoopers Zhong Tian LLP as Internal Control Auditor and Fix Their Remuneration
Blended Rationale: A vote AGAINST this proposal is warranted given that the non-audit fees exceeded the total audit fees paid to PricewaterhouseCoopers Zhong Tian LLP in the latest fiscal year without satisfactory explanation.
6 Approve 2021 Estimated Investment Amount For For for Proprietary Business
7 Approve Remuneration of Directors and For For Supervisors
RESOLUTIONS IN RELATION TO THE ESTIMATION OF RELATED PARTY/CONTINUING CONNECTED TRANSACTIONS CONTEMPLATED IN THE ORDINARY COURSE OF BUSINESS IN 2021
8.01 Approve Contemplated Related For For Party/Connected Transactions Between the Company and Its Subsidiaries and the CITIC Group and Its Subsidiaries and Associates Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
CITIC Securities Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8.02 Approve Contemplated Related Party For For Transactions Between the Company and Its Subsidiaries and Companies in Which the Directors, Supervisors and Senior Management of the Company Hold Positions as Directors or Senior Management
8.03 Approve Contemplated Related For For Party/Connected Transactions Between the Company and Its Subsidiaries and Companies Holding More Than 10% Equity Interest in an Important Subsidiary
8.04 Approve Contemplated Related Party For For Transactions Between the Company and Its Subsidiaries and Companies Holding More Than 5% Equity Interest
9 Approve Amendments to Articles of For Against Association
Blended Rationale: A vote AGAINST is warranted because the proposed article amendments are not considered to adequately provide for accountability and transparency to shareholders.
RESOLUTIONS IN RELATION TO THE RE-AUTHORIZATION OF ISSUANCES OF ONSHORE AND OFFSHORE CORPORATE DEBT FINANCING ISTRUMENTS
10.01 Approve Issuing Entity, Size of Issuance and For For Method of Issuance
10.02 Approve Type of the Debt Financing For For Instruments
10.03 Approve Term of the Debt Financing For For Instruments
10.04 Approve Interest Rate of the Debt Financing For For Instruments
10.05 Approve Security and Other Arrangements For For
10.06 Approve Use of Proceeds For For
10.07 Approve Issuing Price For For
10.08 Approve Targets of Issue and the Placement For For Arrangements of the RMB Debt Financing Instruments to the Shareholders
10.09 Approve Listing of the Debt Financing For For Instruments
10.10 Approve Resolutions Validity Period For For
10.11 Approve Authorization for the Issuances of For For the Onshore and Offshore Corporate Debt Financing Instruments
11 Approve Related Party Transactions Involved For For in the Issuances of the Onshore andOffshore Corporate Debt Financing Instruments by the Company Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
CITIC Securities Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
12 Elect Li Qing as Director For For
13 Approve Satisfaction of the Conditions for the For For Rights Issue of the Company
RESOLUTIONS IN RELATION TO THE PLAN OF PUBLIC ISSUANCE OF SECURITIES BY WAY OF THE RIGHTS ISSUE
14.01 Approve Type and Nominal Value of the For For Rights Shares
14.02 Approve Method of Issuance For For
14.03 Approve Basis of the Rights Issue and For For Number of Rights Share to be Issued
14.04 Approve Pricing Principle and Subscription For For Price
14.05 Approve Target Subscribers for the Rights For For Issue
14.06 Approve Arrangement for Accumulated For For Undistributed Profits Prior to the Rights Issue
14.07 Approve Time of Issuance For For
14.08 Approve Underwriting Method For For
14.09 Approve Use of Proceeds to be Raised For For
14.10 Approve Effective Period of the Resolutions For For
14.11 Approve Listing of the Rights Share For For
15 Approve Public Issuance of Securities by Way For For of the Rights Issue
16 Approve Feasibility Analysis Report on the For For Use of Proceeds from the Rights Issue of the Company
17 Approve Resolution on the Risk Warning of For For the Dilution of Immediate Return Under the Rights Issue to Existing Shareholders and Remedial Measures to be Taken in this Respect
18 Authorize Board to Handle All Matters in For For Relation to the Rights Issue
19 Approve Shareholders' Return Plan for For For 2021-2023
20 Approve Use of Previous Proceeds For For
CITIC Securities Co., Ltd.
Meeting Date: 06/29/2021 Country: China Meeting Type: Special Ticker: 6030 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
CITIC Securities Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
CLASS MEETING FOR HOLDERS OF H SHARES
1 Approve Satisfaction of the Conditions for the For For Rights Issue of the Company
RESOLUTIONS IN RELATION TO THE PLAN OF PUBLIC ISSUANCE OF SECURITIES BY WAY OF THE RIGHTS ISSUE
2.01 Approve Type and Nominal Value of the For For Rights Shares
2.02 Approve Method of Issuance For For
2.03 Approve Basis of the Rights Issue and For For Number of Rights Share to be Issued
2.04 Approve Pricing Principle and Subscription For For Price
2.05 Approve Target Subscribers for the Rights For For Issue
2.06 Approve Arrangement for Accumulated For For Undistributed Profits Prior to the Rights Issue
2.07 Approve Time of Issuance For For
2.08 Approve Underwriting Method For For
2.09 Approve Use of Proceeds to be Raised Under For For the Rights Issue
2.10 Approve Effective Period of the Resolutions in For For Relation to the Rights Issue
2.11 Approve Listing of the Rights Shares For For
3 Approve Public Issuance of Securities by Way For For of the Rights Issue
4 Approve Feasibility Analysis Report on the For For Use of Proceeds from the Rights Issue of the Company
5 Approve Resolution on the Risk Warning of For For the Dilution of Immediate Return Under the Rights Issue to Existing Shareholders and Remedial Measures to be Taken in this Respect
6 Authorize Board to Handle All Matters in For For Relation to the Rights Issue Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021 cocokara fine, Inc.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 3098
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 46
2 Approve Share Exchange Agreement with For For Matsumotokiyoshi Holdings Co., Ltd
3.1 Elect Director Tsukamoto, Atsushi For For
3.2 Elect Director Yamamoto, Tsuyoshi For For
3.3 Elect Director Watanabe, Ryoichi For For
3.4 Elect Director Tanima, Makoto For For
3.5 Elect Director Kawai, Junko For For
COMSYS Holdings Corp.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 1721
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 45
2.1 Elect Director Kagaya, Takashi For For
2.2 Elect Director Sato, Kenichi For For
2.3 Elect Director Omura, Yoshihisa For For
2.4 Elect Director Tamamura, Satoshi For For
2.5 Elect Director Kumagai, Hitoshi For For
2.6 Elect Director Ozaki, Hidehiko For For
2.7 Elect Director Noike, Hideyuki For For
2.8 Elect Director Uchide, Kunihiko For For
2.9 Elect Director Kitaguchi, Takaya For For
3.1 Elect Director and Audit Committee Member For For Yasunaga, Atsushi Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
COMSYS Holdings Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.2 Elect Director and Audit Committee Member For For Miyashita, Masahiko
3.3 Elect Director and Audit Committee Member For For Nakatogawa, Kenichi
3.4 Elect Director and Audit Committee Member For For Kawana, Koichi
3.5 Elect Director and Audit Committee Member For For Asai, Hiroyuki
3.6 Elect Director and Audit Committee Member For Against Yamamoto, Hideo
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
4 Approve Stock Option Plan For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 45
2.1 Elect Director Kagaya, Takashi For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.2 Elect Director Sato, Kenichi For For
2.3 Elect Director Omura, Yoshihisa For For
2.4 Elect Director Tamamura, Satoshi For For
2.5 Elect Director Kumagai, Hitoshi For For
2.6 Elect Director Ozaki, Hidehiko For For
2.7 Elect Director Noike, Hideyuki For For
2.8 Elect Director Uchide, Kunihiko For For
2.9 Elect Director Kitaguchi, Takaya For For
3.1 Elect Director and Audit Committee Member For For Yasunaga, Atsushi
3.2 Elect Director and Audit Committee Member For For Miyashita, Masahiko
3.3 Elect Director and Audit Committee Member For For Nakatogawa, Kenichi
3.4 Elect Director and Audit Committee Member For For Kawana, Koichi
3.5 Elect Director and Audit Committee Member For For Asai, Hiroyuki Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
COMSYS Holdings Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.6 Elect Director and Audit Committee Member For Against Yamamoto, Hideo
Blended Rationale: A vote AGAINST this director nominee is warranted because:- This outside director candidate who will be an audit committee member lacks independence.
4 Approve Stock Option Plan For For
CyberArk Software Ltd.
Meeting Date: 06/29/2021 Country: Israel Meeting Type: Annual Ticker: CYBR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Reelect Ehud (Udi) Mokady as Director For For
Blended Rationale: A vote FOR is warranted, as there are no issues with the nominee.
1.2 Reelect David Schaeffer as Director For For
Blended Rationale: A vote FOR is warranted, as there are no issues with the nominee.
2 Reappoint Kost Forer Gabbay & Kasierer as For For Auditors and Authorize Board to Fix Their Remuneration
Blended Rationale: A vote FOR this proposal to ratify the audit firm and fix their remuneration is warranted.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Reelect Ehud (Udi) Mokady as Director For Do Not Vote
1.2 Reelect David Schaeffer as Director For Do Not Vote
2 Reappoint Kost Forer Gabbay & Kasierer as For Do Not Auditors and Authorize Board to Fix Their Vote Remuneration
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Reelect Ehud (Udi) Mokady as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
CyberArk Software Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Reelect David Schaeffer as Director For For
2 Reappoint Kost Forer Gabbay & Kasierer as For For Auditors and Authorize Board to Fix Their Remuneration
Dai Nippon Printing Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 7912
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 32
2.1 Elect Director Kitajima, Yoshitoshi For For
2.2 Elect Director Kitajima, Yoshinari For For
2.3 Elect Director Miya, Kenji For For
2.4 Elect Director Yamaguchi, Masato For For
2.5 Elect Director Inoue, Satoru For For
2.6 Elect Director Hashimoto, Hirofumi For For
2.7 Elect Director Kuroyanagi, Masafumi For For
2.8 Elect Director Miyama, Minako For For
2.9 Elect Director Miyajima, Tsukasa For For
2.10 Elect Director Tomizawa, Ryuichi For For
2.11 Elect Director Sasajima, Kazuyuki For For
2.12 Elect Director Morita, Ikuo For For
3 Appoint Statutory Auditor Ishii, Taeko For For
Daikin Industries Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 6367 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Daikin Industries Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 80
2.1 Elect Director Inoue, Noriyuki For For
2.2 Elect Director Togawa, Masanori For For
2.3 Elect Director Kawada, Tatsuo For For
2.4 Elect Director Makino, Akiji For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
2.5 Elect Director Torii, Shingo For For
2.6 Elect Director Arai, Yuko For For
2.7 Elect Director Tayano, Ken For For
2.8 Elect Director Minaka, Masatsugu For For
2.9 Elect Director Matsuzaki, Takashi For For
2.10 Elect Director Kanwal Jeet Jawa For For
2.11 Elect Director Mineno, Yoshihiro For For
3 Appoint Statutory Auditor Yano, Ryu For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence.
4 Appoint Alternate Statutory Auditor Ono, For For Ichiro
5 Approve Deep Discount Stock Option Plan For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 80
2.1 Elect Director Inoue, Noriyuki For For
2.2 Elect Director Togawa, Masanori For For
2.3 Elect Director Kawada, Tatsuo For For
2.4 Elect Director Makino, Akiji For For
2.5 Elect Director Torii, Shingo For For
2.6 Elect Director Arai, Yuko For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Daikin Industries Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.7 Elect Director Tayano, Ken For For
2.8 Elect Director Minaka, Masatsugu For For
2.9 Elect Director Matsuzaki, Takashi For For
2.10 Elect Director Kanwal Jeet Jawa For For
2.11 Elect Director Mineno, Yoshihiro For For
3 Appoint Statutory Auditor Yano, Ryu For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence.
4 Appoint Alternate Statutory Auditor Ono, For For Ichiro
5 Approve Deep Discount Stock Option Plan For For
Daiwa House Industry Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 1925
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 66
2.1 Elect Director Yoshii, Keiichi For For
2.2 Elect Director Kosokabe, Takeshi For For
2.3 Elect Director Otomo, Hirotsugu For For
2.4 Elect Director Urakawa, Tatsuya For For
2.5 Elect Director Dekura, Kazuhito For For
2.6 Elect Director Ariyoshi, Yoshinori For For
2.7 Elect Director Shimonishi, Keisuke For For
2.8 Elect Director Ichiki, Nobuya For For
2.9 Elect Director Murata, Yoshiyuki For For
2.10 Elect Director Kimura, Kazuyoshi For For
2.11 Elect Director Shigemori, Yutaka For For
2.12 Elect Director Yabu, Yukiko For For
2.13 Elect Director Kuwano, Yukinori For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Daiwa House Industry Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.14 Elect Director Seki, Miwa For For
3.1 Appoint Statutory Auditor Maeda, Tadatoshi For For
3.2 Appoint Statutory Auditor Kishimoto, Tatsuji For For
4 Approve Annual Bonus For For
DISCO Corp.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 6146
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 561
2.1 Elect Director Sekiya, Kazuma For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.2 Elect Director Yoshinaga, Noboru For For
2.3 Elect Director Tamura, Takao For For
2.4 Elect Director Inasaki, Ichiro For For
2.5 Elect Director Tamura, Shinichi For For
3 Appoint Statutory Auditor Mimata, Tsutomu For For
4 Approve Stock Option Plan and Deep Discount For For Stock Option Plan
Farmers Edge, Inc.
Meeting Date: 06/29/2021 Country: Canada Meeting Type: Annual Ticker: FDGE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director R. William McFarland For Withhold Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Farmers Edge, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Blended Rationale: Vote WITHHOLD for all members of the Audit Committee: R. William (Bill) McFarland, James (Jim) Borel and Steven (Steve) Mills, as non-audit fees paid in the most recent fiscal year exceeded 50 percent of total fees paid to the auditor.
1.2 Elect Director Wade Barnes For For
1.3 Elect Director Steven Mills For Withhold
Blended Rationale: Vote WITHHOLD for all members of the Audit Committee: R. William (Bill) McFarland, James (Jim) Borel and Steven (Steve) Mills, as non-audit fees paid in the most recent fiscal year exceeded 50 percent of total fees paid to the auditor.
1.4 Elect Director Lawrence Zucker For For
1.5 Elect Director James Borel For Withhold
Blended Rationale: Vote WITHHOLD for all members of the Audit Committee: R. William (Bill) McFarland, James (Jim) Borel and Steven (Steve) Mills, as non-audit fees paid in the most recent fiscal year exceeded 50 percent of total fees paid to the auditor.
1.6 Elect Director Quinn McLean For For
1.7 Elect Director Natacha Mainville For For
2 Approve PricewaterhouseCoopers LLP as For Withhold Auditors and Authorize Board to Fix Their Remuneration
Blended Rationale: Vote WITHHOLD as the percentage of non-audit related fees (73 percent) paid to PricewaterhouseCoopers LLP exceeded 50 percent of total fees paid. This raises substantial doubt over the independence of the auditor.
Fuji Corp. (Machinery)
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 6134
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 30
2.1 Elect Director Soga, Nobuyuki For For
2.2 Elect Director Suhara, Shinsuke For For
2.3 Elect Director Ezaki, Hajime For For
2.4 Elect Director Sugiura, Masaaki For For
2.5 Elect Director Kano, Junichi For For
2.6 Elect Director Kawai, Nobuko For For
2.7 Elect Director Tamada, Hideaki For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Fuji Corp. (Machinery)
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.8 Elect Director Mizuno, Shoji For For
3 Appoint Statutory Auditor Matsuda, Shigeki For For
4 Appoint Alternate Statutory Auditor Abe, For For Masaaki
5 Approve Restricted Stock Plan For For
FUJIFILM Holdings Corp.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 4901
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 52.5
2.1 Elect Director Sukeno, Kenji For For
2.2 Elect Director Goto, Teiichi For For
2.3 Elect Director Tamai, Koichi For For
2.4 Elect Director Iwasaki, Takashi For For
2.5 Elect Director Ishikawa, Takatoshi For For
2.6 Elect Director Okada, Junji For For
2.7 Elect Director Kawada, Tatsuo For For
2.8 Elect Director Kitamura, Kunitaro For For
2.9 Elect Director Eda, Makiko For For
2.10 Elect Director Shimada, Takashi For For
2.11 Elect Director Higuchi, Masayuki For For
3 Appoint Statutory Auditor Kawasaki, Motoko For For
4 Approve Restricted Stock Plan and For For Performance Share Plan
5 Approve Career Achievement Bonus for For For Director Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Fukuoka Financial Group, Inc.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 8354
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 42.5
2.1 Elect Director Shibato, Takashige For For
2.2 Elect Director Yoshida, Yasuhiko For For
2.3 Elect Director Goto, Hisashi For For
2.4 Elect Director Miyoshi, Hiroshi For For
2.5 Elect Director Nomura, Toshimi For For
2.6 Elect Director Mori, Takujiro For For
2.7 Elect Director Yokota, Koji For For
2.8 Elect Director Fukasawa, Masahiko For For
2.9 Elect Director Kosugi, Toshiya For For
3.1 Elect Alternate Director and Audit Committee For For Member Shimeno, Yoshitaka
3.2 Elect Alternate Director and Audit Committee For For Member Miura, Masamichi
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 42.5
2.1 Elect Director Shibato, Takashige For For
2.2 Elect Director Yoshida, Yasuhiko For For
2.3 Elect Director Goto, Hisashi For For
2.4 Elect Director Miyoshi, Hiroshi For For
2.5 Elect Director Nomura, Toshimi For For
2.6 Elect Director Mori, Takujiro For For
2.7 Elect Director Yokota, Koji For For
2.8 Elect Director Fukasawa, Masahiko For For
2.9 Elect Director Kosugi, Toshiya For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Fukuoka Financial Group, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.1 Elect Alternate Director and Audit Committee For For Member Shimeno, Yoshitaka
3.2 Elect Alternate Director and Audit Committee For For Member Miura, Masamichi
GDS Holdings Limited
Meeting Date: 06/29/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 9698
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders
1 Elect Director Lim Ah Doo For For
Blended Rationale: A vote FOR the director nominees is warranted.
2 Elect Director Chang Sun For For
Blended Rationale: A vote FOR the director nominees is warranted.
3 Elect Director Judy Qing Ye For For
Blended Rationale: A vote FOR the director nominees is warranted.
4 Ratify KPMG Huazhen LLP as Auditors For For
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
5 Approve Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights
Blended Rationale: A vote FOR this issuance authorization is warranted because the potential share capital increase is not excessive.
6 Amend Certificate of Incorporation For For
Blended Rationale: A vote FOR this item is warranted as, on balance, the proposed amendments to the company's articles do not appear to adversely impact shareholders' rights.
7 Authorize Board to Ratify and Execute For For Approved Resolutions
Blended Rationale: A vote FOR this routine formality is warranted.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
GDS Holdings Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Director Lim Ah Doo For Do Not Vote
2 Elect Director Chang Sun For Do Not Vote
3 Elect Director Judy Qing Ye For Do Not Vote
4 Ratify KPMG Huazhen LLP as Auditors For Do Not Vote
5 Approve Issuance of Equity or Equity-Linked For Do Not Securities without Preemptive Rights Vote
6 Amend Certificate of Incorporation For Do Not Vote
7 Authorize Board to Ratify and Execute For Do Not Approved Resolutions Vote
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Meeting for ADR Holders
1 Elect Director Lim Ah Doo For For
2 Elect Director Chang Sun For For
3 Elect Director Judy Qing Ye For For
4 Ratify KPMG Huazhen LLP as Auditors For For
5 Approve Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights
6 Amend Certificate of Incorporation For For
7 Authorize Board to Ratify and Execute For For Approved Resolutions
Hakuhodo DY Holdings, Inc.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 2433
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 15 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Hakuhodo DY Holdings, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Amend Articles to Make Technical Changes For For
3.1 Elect Director Toda, Hirokazu For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
3.2 Elect Director Mizushima, Masayuki For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
3.3 Elect Director Yajima, Hirotake For For
3.4 Elect Director Nishioka, Masanori For For
3.5 Elect Director Ebana, Akihiko For For
3.6 Elect Director Nakatani, Yoshitaka For For
3.7 Elect Director Matsuda, Noboru For For
3.8 Elect Director Hattori, Nobumichi For For
3.9 Elect Director Yamashita, Toru For For
HOYA Corp.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 7741
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Uchinaga, Yukako For For
1.2 Elect Director Urano, Mitsudo For For
1.3 Elect Director Kaihori, Shuzo For For
1.4 Elect Director Yoshihara, Hiroaki For For
1.5 Elect Director Abe, Yasuyuki For For
1.6 Elect Director Suzuki, Hiroshi For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Uchinaga, Yukako For For
1.2 Elect Director Urano, Mitsudo For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
HOYA Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.3 Elect Director Kaihori, Shuzo For For
1.4 Elect Director Yoshihara, Hiroaki For For
1.5 Elect Director Abe, Yasuyuki For For
1.6 Elect Director Suzuki, Hiroshi For For
Inmobiliaria Colonial SOCIMI SA
Meeting Date: 06/29/2021 Country: Spain Meeting Type: Annual Ticker: COL
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Approve Consolidated Financial Statements For For
1.2 Approve Standalone Financial Statements For For
2.1 Approve Treatment of Net Loss For For
2.2 Approve Dividends For For
3 Approve Discharge of Board For For
4 Renew Appointment of For For PricewaterhouseCoopers as Auditor
5 Authorize Increase in Capital up to 50 Percent For Against via Issuance of Equity or Equity-Linked Securities, Excluding Preemptive Rights of up to 20 Percent
Blended Rationale: A vote AGAINST these items is warranted because the proposed issuances exceed the 10 percent guideline for non-rights issues.
6 Authorize Issuance of Convertible Bonds, For Against Debentures, Warrants, and Other Debt Securities up to EUR 500 Million with Exclusion of Preemptive Rights up to 20 Percent of Capital
Blended Rationale: A vote AGAINST these items is warranted because the proposed issuances exceed the 10 percent guideline for non-rights issues.
7 Authorize Company to Call EGM with 15 Days' For For Notice
8 Approve Remuneration Policy For For
9 Approve Long-Term Incentive Plan For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Inmobiliaria Colonial SOCIMI SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
10 Advisory Vote on Remuneration Report For Against
Blended Rationale: A vote AGAINST the remuneration report is warranted because executive variable remuneration is too short-term oriented.However, the board has considered shareholder dissent and proposes a new remuneration policy that addresses most shareholder concerns (Item 8).
11.1 Amend Article 5 Re: Share Capital For For
11.2 Amend Article 29 Re: Quorum, Constitution, For For Adoption of Resolutions, Internal Regime and Delegation of Powers
11.3 Amend Article 30 Re: Director Remuneration For For
11.4 Amend Article 32 Re: Audit and Control For For Committee
11.5 Add New Article 19 bis Re: Allow Shareholder For For Meetings to be Held in Virtual-Only Format
12.1 Amend Article 5 of General Meeting For For Regulations Re: Competences
12.2 Amend Article 10 of General Meeting For For Regulations Re: Shareholders' Right to Information
12.3 Amend Article 12 of General Meeting For For Regulations Re: Right to Attend and Voting
12.4 Amend Article 12 bis of General Meeting For For Regulations Re:Allow Shareholder Meetings to be Held in Virtual-Only Format
12.5 Amend Article 20 of General Meeting For For Regulations Re: Development of the Meeting and Intervention of Shareholders
12.6 Amend Article 22 of General Meeting For For Regulations Re: Adoption of Resolutions
13 Receive Amendments to Board of Directors Regulations
14 Authorize Board to Ratify and Execute For For Approved Resolutions
Jinxin Fertility Group Ltd.
Meeting Date: 06/29/2021 Country: Cayman Islands Meeting Type: Annual Ticker: 1951
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Jinxin Fertility Group Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2A Elect Geng Lihong as Director For For
2B Elect Hu Zhe as Director For For
2C Elect Yan Xiaoqing as Director For For
2D Elect Chong Yat Keung as Director For For
2E Elect Lim Haw Kuang as Director For For
3 Authorize Board to Fix Remuneration of For For Directors
4 Approve Deloitte Touche Tohmatsu as For For Auditors and Authorize Board to Fix Their Remuneration
5A Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
5B Authorize Repurchase of Issued Share Capital For For
5C Authorize Reissuance of Repurchased Shares For Against
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
Kansai Paint Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 4613
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 15
2.1 Elect Director Mori, Kunishi For For
2.2 Elect Director Furukawa, Hidenori For For
2.3 Elect Director Takahara, Shigeki For For
2.4 Elect Director Teraoka, Naoto For For
2.5 Elect Director Nishibayashi, Hitoshi For For
2.6 Elect Director Yoshikawa, Keiji For For
2.7 Elect Director Ando, Tomoko For For
2.8 Elect Director John P. Durkin For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Kansai Paint Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.1 Appoint Statutory Auditor Yoshida, Kazuhiro For For
3.2 Appoint Statutory Auditor Yamamoto, Tokuo For For
4 Appoint Alternate Statutory Auditor Nakai, For For Hiroe
Keikyu Corp.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 9006
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 5
2.1 Elect Director Harada, Kazuyuki For For
2.2 Elect Director Michihira, Takashi For For
2.3 Elect Director Honda, Toshiaki For For
2.4 Elect Director Urabe, Kazuo For For
2.5 Elect Director Kawamata, Yukihiro For For
2.6 Elect Director Sato, Kenji For For
2.7 Elect Director Terajima, Yoshinori For For
2.8 Elect Director Kakizaki, Tamaki For For
2.9 Elect Director Nohara, Sawako For For
Keio Corp.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 9008
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 20
2.1 Elect Director Nagata, Tadashi For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Keio Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.2 Elect Director Komura, Yasushi For For
2.3 Elect Director Nakaoka, Kazunori For For
2.4 Elect Director Minami, Yoshitaka For For
2.5 Elect Director Terada, Yuichiro For For
2.6 Elect Director Takahashi, Atsushi For For
2.7 Elect Director Furuichi, Takeshi For For
2.8 Elect Director Komada, Ichiro For For
2.9 Elect Director Maruyama, So For For
2.10 Elect Director Wakabayashi, Katsuyoshi For For
2.11 Elect Director Tsumura, Satoshi For For
Keisei Electric Railway Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 9009
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 8.5
2.1 Elect Director Kobayashi, Toshiya For For
2.2 Elect Director Amano, Takao For For
2.3 Elect Director Kawasumi, Makoto For For
2.4 Elect Director Toshima, Susumu For For
2.5 Elect Director Tanaka, Tsuguo For For
2.6 Elect Director Kaneko, Shokichi For For
2.7 Elect Director Furukawa, Yasunobu For For
2.8 Elect Director Tochigi, Shotaro For For
2.9 Elect Director Ito, Yukihiro For For
2.10 Elect Director Kikuchi, Misao For For
2.11 Elect Director Yamada, Koji For For
2.12 Elect Director Mochinaga, Hideki For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Keisei Electric Railway Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.1 Appoint Statutory Auditor Sato, Kenji For For
3.2 Appoint Statutory Auditor Yoshida, Kenji For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence.
3.3 Appoint Statutory Auditor Teshima, Tsuneaki For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence.
Kiniksa Pharmaceuticals, Ltd.
Meeting Date: 06/29/2021 Country: Bermuda Meeting Type: Annual Ticker: KNSA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Felix J. Baker For Withhold
Blended Rationale: WITHHOLD votes are warranted for all director nominees given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents, the problematic capital structure, and the classified board, each of which adversely impacts shareholder rights.
1b Elect Director Tracey L. McCain For Withhold
Blended Rationale: WITHHOLD votes are warranted for all director nominees given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents, the problematic capital structure, and the classified board, each of which adversely impacts shareholder rights.
1c Elect Director Kimberly J. Popovits For Withhold
Blended Rationale: WITHHOLD votes are warranted for all director nominees given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents, the problematic capital structure, and the classified board, each of which adversely impacts shareholder rights.
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year
Koito Manufacturing Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 7276 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Koito Manufacturing Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 30
2.1 Elect Director Otake, Masahiro For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.2 Elect Director Kato, Michiaki For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.3 Elect Director Arima, Kenji For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.4 Elect Director Uchiyama, Masami For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.5 Elect Director Konagaya, Hideharu For For
2.6 Elect Director Kusakawa, Katsuyuki For For
2.7 Elect Director Toyota, Jun For For
2.8 Elect Director Otake, Takashi For For
2.9 Elect Director Mihara, Hiroshi For For
2.10 Elect Director Yamamoto, Hideo For For
2.11 Elect Director Katsuda, Takayuki For For
2.12 Elect Director Inoue, Atsushi For For
2.13 Elect Director Uehara, Haruya For For
2.14 Elect Director Sakurai, Kingo For For
3 Appoint Statutory Auditor Sakakibara, Koichi For For
4 Appoint Alternate Statutory Auditor For For Shinohara, Hideo
KOSÉ Corp.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 4922 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
KOSÉ Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 60
2 Amend Articles to Reduce Directors' Term - For For Change Fiscal Year End
3.1 Elect Director Kobayashi, Masanori For For
3.2 Elect Director Shibusawa, Koichi For For
3.3 Elect Director Mochizuki, Shinichi For For
3.4 Elect Director Horita, Masahiro For For
3.5 Elect Director Yuasa, Norika For For
Kurita Water Industries Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 6370
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 34
2.1 Elect Director Kadota, Michiya For For
2.2 Elect Director Ejiri, Hirohiko For For
2.3 Elect Director Yamada, Yoshio For For
2.4 Elect Director Suzuki, Yasuo For For
2.5 Elect Director Shirode, Shuji For For
2.6 Elect Director Sugiyama, Ryoko For For
2.7 Elect Director Tanaka, Keiko For For
2.8 Elect Director Kamai, Kenichiro For For
3 Appoint Alternate Statutory Auditor For For Nagasawa, Tetsuya
4 Approve Compensation Ceiling for Directors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Matsumotokiyoshi Holdings Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 3088
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 35
2.1 Elect Director Matsumoto, Namio For For
2.2 Elect Director Matsumoto, Kiyo For For
2.3 Elect Director Matsumoto, Takashi For For
2.4 Elect Director Ota, Takao For For
2.5 Elect Director Obe, Shingo For For
2.6 Elect Director Ishibashi, Akio For For
2.7 Elect Director Matsushita, Isao For For
2.8 Elect Director Omura, Hiro For For
2.9 Elect Director Kimura, Keiji For For
2.10 Elect Director Okiyama, Tomoko For For
3 Appoint Alternate Statutory Auditor Seno, For For Yoshiaki
4 Appoint Ernst & Young ShinNihon LLC as New For For External Audit Firm
5 Approve Share Exchange Agreement with For For cocokara fine, Inc
6 Approve Transfer of Operations to Wholly For For Owned Subsidiary
7 Approve Transfer of Operations to Wholly For For Owned Subsidiary
8.1 Elect Director Tsukamoto, Atsushi For For
8.2 Elect Director Yamamoto, Tsuyoshi For For
8.3 Elect Director Watanabe, Ryoichi For For
8.4 Elect Director Tanima, Makoto For For
8.5 Elect Director Kawai, Junko For For
9 Appoint Statutory Auditor Torii, Akira For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence.
10 Amend Articles to Change Company Name - For For Amend Business Lines - Amend Provisions on Director Titles Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Matsumotokiyoshi Holdings Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11 Approve Compensation Ceiling for Directors For For
Meiji Holdings Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 2269
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kawamura, Kazuo For For
1.2 Elect Director Kobayashi, Daikichiro For For
1.3 Elect Director Matsuda, Katsunari For For
1.4 Elect Director Shiozaki, Koichiro For For
1.5 Elect Director Furuta, Jun For For
1.6 Elect Director Matsumura, Mariko For For
1.7 Elect Director Kawata, Masaya For For
1.8 Elect Director Kuboyama, Michiko For For
2.1 Appoint Statutory Auditor Chida, Hiroaki For For
2.2 Appoint Statutory Auditor Ono, Takayoshi For For
2.3 Appoint Statutory Auditor Watanabe, Hajime For For
2.4 Appoint Statutory Auditor Ando, Makoto For For
3 Appoint Alternate Statutory Auditor Imamura, For For Makoto
Minebea Mitsumi, Inc.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 6479
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 22 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Minebea Mitsumi, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.1 Elect Director Kainuma, Yoshihisa For For
2.2 Elect Director Moribe, Shigeru For For
2.3 Elect Director Iwaya, Ryozo For For
2.4 Elect Director None, Shigeru For For
2.5 Elect Director Kagami, Michiya For For
2.6 Elect Director Yoshida, Katsuhiko For For
2.7 Elect Director Aso, Hiroshi For For
2.8 Elect Director Murakami, Koshi For For
2.9 Elect Director Matsumura, Atsuko For For
2.10 Elect Director Haga, Yuko For For
2.11 Elect Director Katase, Hirofumi For For
2.12 Elect Director Matsuoka, Takashi For For
3 Approve Compensation Ceiling for Directors For For
Mitsubishi Electric Corp.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 6503
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Sakuyama, Masaki For For
1.2 Elect Director Sugiyama, Takeshi For For
1.3 Elect Director Sagawa, Masahiko For For
1.4 Elect Director Kawagoishi, Tadashi For For
1.5 Elect Director Sakamoto, Takashi For For
1.6 Elect Director Uruma, Kei For For
1.7 Elect Director Masuda, Kuniaki For For
1.8 Elect Director Yabunaka, Mitoji For For
1.9 Elect Director Obayashi, Hiroshi For For
1.10 Elect Director Watanabe, Kazunori For For
1.11 Elect Director Koide, Hiroko For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mitsubishi Electric Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.12 Elect Director Oyamada, Takashi For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- The board after this meeting will not be majority independent and this outside director nominee lacks independence.
Mitsubishi Estate Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 8802
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 19
2.1 Elect Director Sugiyama, Hirotaka For For
2.2 Elect Director Yoshida, Junichi For For
2.3 Elect Director Tanisawa, Junichi For For
2.4 Elect Director Arimori, Tetsuji For For
2.5 Elect Director Katayama, Hiroshi For For
2.6 Elect Director Kubo, Hitoshi For For
2.7 Elect Director Kato, Jo For For
2.8 Elect Director Nishigai, Noboru For For
2.9 Elect Director Okamoto, Tsuyoshi For For
2.10 Elect Director Ebihara, Shin For For
2.11 Elect Director Narukawa, Tetsuo For For
2.12 Elect Director Shirakawa, Masaaki For For
2.13 Elect Director Nagase, Shin For For
2.14 Elect Director Egami, Setsuko For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- The board after this meeting will not be majority independent and this outside director nominee lacks independence.
2.15 Elect Director Taka, Iwao For For
Mitsubishi Heavy Industries, Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 7011 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mitsubishi Heavy Industries, Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 75
2 Amend Articles to Clarify Provisions on For For Alternate Directors Who Are Audit Committee Members
3.1 Elect Director Miyanaga, Shunichi For For
3.2 Elect Director Izumisawa, Seiji For For
3.3 Elect Director Kozawa, Hisato For For
3.4 Elect Director Kaguchi, Hitoshi For For
3.5 Elect Director Shinohara, Naoyuki For For
3.6 Elect Director Kobayashi, Ken For For
3.7 Elect Director Hirano, Nobuyuki For For
4.1 Elect Director and Audit Committee Member For For Tokunaga, Setsuo
4.2 Elect Director and Audit Committee Member For For Unoura, Hiro
4.3 Elect Director and Audit Committee Member For For Morikawa, Noriko
4.4 Elect Director and Audit Committee Member For For Ii, Masako
5 Elect Alternate Director and Audit Committee For For Member Oka, Nobuhiro
Mitsubishi UFJ Financial Group, Inc.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 8306
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 12.5
2.1 Elect Director Fujii, Mariko For For
2.2 Elect Director Honda, Keiko For For
2.3 Elect Director Kato, Kaoru For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mitsubishi UFJ Financial Group, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.4 Elect Director Kuwabara, Satoko For For
2.5 Elect Director Toby S. Myerson For For
2.6 Elect Director Nomoto, Hirofumi For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
2.7 Elect Director Shingai, Yasushi For For
2.8 Elect Director Tsuji, Koichi For For
2.9 Elect Director Tarisa Watanagase For For
2.10 Elect Director Ogura, Ritsuo For For
2.11 Elect Director Miyanaga, Kenichi For For
2.12 Elect Director Mike, Kanetsugu For For
2.13 Elect Director Araki, Saburo For For
2.14 Elect Director Nagashima, Iwao For For
2.15 Elect Director Hanzawa, Junichi For For
2.16 Elect Director Kamezawa, Hironori For For
3 Amend Articles to Disclose Plan Outlining Against Against Company's Business Strategy to Align Investments with Goals of Paris Agreement
4 Amend Articles to Add Provision on Early Against For Submission of Annual Yuho Securities Report
Blended Rationale: A vote FOR this shareholder proposal is warranted because:- The proposal is unlikely to place a substantial burden on the company, and the proposal is expected to improve information disclosure.
5 Amend Articles to Prohibit Officers and Against Against Employees of the Company from Committing Parental Child Abduction for Gaining Advantage in Custody Disputes
6 Amend Articles to Prohibit Provision of Against Against Financing and Other Inappropriate Transactions to Anti-Social Forces
7 Amend Articles to Establish Helpline for Against Against Whistle-Blowers
8 Appoint Shareholder Director Nominee Ino, Against Against Tatsuki
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 12.5 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mitsubishi UFJ Financial Group, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.1 Elect Director Fujii, Mariko For For
2.2 Elect Director Honda, Keiko For For
2.3 Elect Director Kato, Kaoru For For
2.4 Elect Director Kuwabara, Satoko For For
2.5 Elect Director Toby S. Myerson For For
2.6 Elect Director Nomoto, Hirofumi For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- The board after this meeting will not be majority independent and this outside director nominee lacks independence.
2.7 Elect Director Shingai, Yasushi For For
2.8 Elect Director Tsuji, Koichi For For
2.9 Elect Director Tarisa Watanagase For For
2.10 Elect Director Ogura, Ritsuo For For
2.11 Elect Director Miyanaga, Kenichi For For
2.12 Elect Director Mike, Kanetsugu For For
2.13 Elect Director Araki, Saburo For For
2.14 Elect Director Nagashima, Iwao For For
2.15 Elect Director Hanzawa, Junichi For For
2.16 Elect Director Kamezawa, Hironori For For
3 Amend Articles to Disclose Plan Outlining Against For Company's Business Strategy to Align Investments with Goals of Paris Agreement
4 Amend Articles to Add Provision on Early Against For Submission of Annual Yuho Securities Report
Blended Rationale: A vote FOR this shareholder proposal is warranted because:- The proposal is unlikely to place a substantial burden on the company, and the proposal is expected to improve information disclosure.
5 Amend Articles to Prohibit Officers and Against Against Employees of the Company from Committing Parental Child Abduction for Gaining Advantage in Custody Disputes
6 Amend Articles to Prohibit Provision of Against Against Financing and Other Inappropriate Transactions to Anti-Social Forces
7 Amend Articles to Establish Helpline for Against Against Whistle-Blowers
8 Appoint Shareholder Director Nominee Ino, Against Against Tatsuki Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Mitsui Fudosan Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 8801
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 22
2.1 Elect Director Iwasa, Hiromichi For For
2.2 Elect Director Komoda, Masanobu For For
2.3 Elect Director Kitahara, Yoshikazu For For
2.4 Elect Director Fujibayashi, Kiyotaka For For
2.5 Elect Director Onozawa, Yasuo For For
2.6 Elect Director Yamamoto, Takashi For For
2.7 Elect Director Ueda, Takashi For For
2.8 Elect Director Hamamoto, Wataru For For
2.9 Elect Director Nogimori, Masafumi For For
2.10 Elect Director Nakayama, Tsunehiro For For
2.11 Elect Director Ito, Shinichiro For For
2.12 Elect Director Kawai, Eriko For For
3 Approve Annual Bonus For For
Miura Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 6005
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 21
2 Amend Articles to Amend Business Lines For For
3.1 Elect Director Takahashi, Yuji For For
3.2 Elect Director Miyauchi, Daisuke For For
3.3 Elect Director Takechi, Noriyuki For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Miura Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.4 Elect Director Ochi, Yasuo For For
3.5 Elect Director Kojima, Yoshihiro For For
3.6 Elect Director Yoneda, Tsuyoshi For For
3.7 Elect Director Hiroi, Masayuki For For
3.8 Elect Director Higuchi, Tateshi For For
4.1 Elect Director and Audit Committee Member For For Harada, Toshihide
4.2 Elect Director and Audit Committee Member For For Saiki, Naoki
4.3 Elect Director and Audit Committee Member For For Ando, Yoshiaki
4.4 Elect Director and Audit Committee Member For For Koike, Tatsuko
MongoDB, Inc.
Meeting Date: 06/29/2021 Country: USA Meeting Type: Annual Ticker: MDB
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Roelof Botha For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Dev Ittycheria, Roelof Botha, and John McMahon given the board's failure to remove, or subject to a sunset requirement, the classified board which adversely impact shareholder rights.
1.2 Elect Director Dev Ittycheria For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Dev Ittycheria, Roelof Botha, and John McMahon given the board's failure to remove, or subject to a sunset requirement, the classified board which adversely impact shareholder rights.
1.3 Elect Director John McMahon For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Dev Ittycheria, Roelof Botha, and John McMahon given the board's failure to remove, or subject to a sunset requirement, the classified board which adversely impact shareholder rights.
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Auditors Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Murata Manufacturing Co. Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 6981
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 60
2.1 Elect Director Murata, Tsuneo For For
2.2 Elect Director Nakajima, Norio For For
2.3 Elect Director Iwatsubo, Hiroshi For For
2.4 Elect Director Ishitani, Masahiro For For
2.5 Elect Director Miyamoto, Ryuji For For
2.6 Elect Director Minamide, Masanori For For
2.7 Elect Director Shigematsu, Takashi For For
2.8 Elect Director Yasuda, Yuko For For
3 Approve Restricted Stock Plan For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 60
2.1 Elect Director Murata, Tsuneo For For
2.2 Elect Director Nakajima, Norio For For
2.3 Elect Director Iwatsubo, Hiroshi For For
2.4 Elect Director Ishitani, Masahiro For For
2.5 Elect Director Miyamoto, Ryuji For For
2.6 Elect Director Minamide, Masanori For For
2.7 Elect Director Shigematsu, Takashi For For
2.8 Elect Director Yasuda, Yuko For For
3 Approve Restricted Stock Plan For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
New China Life Insurance Company Ltd.
Meeting Date: 06/29/2021 Country: China Meeting Type: Annual Ticker: 1336
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve Report of the Board For For
2 Approve Report of the Board of Supervisors For For
3 Approve Annual Financial Report For For
4 Approve Profit Distribution Plan For For
5 Approve Annual Report and Its Summary For For
6 Approve Ernst & Young Hua Ming LLP as For For Domestic Accounting Firm and Ernst & Young as International Accounting Firm and Authorize Board to Fix Their Remuneration
7 Approve Report of Performance of Directors For For
8 Approve Report of Performance of For For Independent Non-Executive Directors
9 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST this resolution is warranted for the following:- The share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
Nintendo Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 7974
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 1410
2.1 Elect Director Furukawa, Shuntaro For For
2.2 Elect Director Miyamoto, Shigeru For For
2.3 Elect Director Takahashi, Shinya For For
2.4 Elect Director Shiota, Ko For For
2.5 Elect Director Shibata, Satoru For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Nintendo Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.6 Elect Director Chris Meledandri For For
Nippon Express Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 9062
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 110
2 Approve Formation of Holding Company For For
3 Amend Articles to Change Location of Head For For Office - Delete References to Record Date - Change Fiscal Year End
4.1 Elect Director Watanabe, Kenji For For
4.2 Elect Director Saito, Mitsuru For For
4.3 Elect Director Ishii, Takaaki For For
4.4 Elect Director Akita, Susumu For For
4.5 Elect Director Horikiri, Satoshi For For
4.6 Elect Director Masuda, Takashi For For
4.7 Elect Director Nakayama, Shigeo For For
4.8 Elect Director Yasuoka, Sadako For For
4.9 Elect Director Shiba, Yojiro For For
5 Appoint Statutory Auditor Sanui, Nobuko For For
6 Appoint Deloitte Touche Tohmatsu LLC as For For New External Audit Firm
7 Approve Annual Bonus For For
Nippon Shinyaku Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 4516 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Nippon Shinyaku Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 50
2.1 Elect Director Maekawa, Shigenobu For For
2.2 Elect Director Sano, Shozo For For
2.3 Elect Director Takaya, Takashi For For
2.4 Elect Director Edamitsu, Takanori For For
2.5 Elect Director Nakai, Toru For For
2.6 Elect Director Takagaki, Kazuchika For For
2.7 Elect Director Ishizawa, Hitoshi For For
2.8 Elect Director Kimura, Hitomi For For
2.9 Elect Director Sugiura, Yukio For For
2.10 Elect Director Sakurai, Miyuki For For
2.11 Elect Director Wada, Yoshinao For For
2.12 Elect Director Kobayashi, Yukari For For
NOF Corp.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 4403
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 41
2 Amend Articles to Amend Business Lines - For For Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval
3.1 Elect Director Miyaji, Takeo For For
3.2 Elect Director Maeda, Kazuhito For For
3.3 Elect Director Miyo, Masanobu For For
3.4 Elect Director Yamauchi, Kazuyoshi For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
NOF Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.5 Elect Director Unami, Shingo For For
3.6 Elect Director Hayashi, Izumi For For
4.1 Elect Director and Audit Committee Member For For Miyazaki, Tsuneharu
4.2 Elect Director and Audit Committee Member For For Ito, Kunimitsu
4.3 Elect Director and Audit Committee Member For For Sagara, Yuriko
4.4 Elect Director and Audit Committee Member For For Miura, Keiichi
5 Approve Compensation Ceiling for Directors For For Who Are Not Audit Committee Members
6 Approve Compensation Ceiling for Directors For For Who Are Audit Committee Members
7 Approve Trust-Type Equity Compensation For For Plan
OBIC Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 4684
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 105
2.1 Elect Director Noda, Masahiro For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.2 Elect Director Tachibana, Shoichi For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.3 Elect Director Kawanishi, Atsushi For For
2.4 Elect Director Fujimoto, Takao For For
2.5 Elect Director Gomi, Yasumasa For For
2.6 Elect Director Ejiri, Takashi For For
3.1 Appoint Statutory Auditor Koyamachi, Akira For For
3.2 Appoint Statutory Auditor Tanaka, Takeo For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
OBIC Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.3 Appoint Statutory Auditor Yamada, For For Shigetsugu
4 Approve Compensation Ceiling for Directors For For
Odakyu Electric Railway Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 9007
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 10
2.1 Elect Director Hoshino, Koji For For
2.2 Elect Director Arakawa, Isamu For For
2.3 Elect Director Igarashi, Shu For For
2.4 Elect Director Hayama, Takashi For For
2.5 Elect Director Nagano, Shinji For For
2.6 Elect Director Kuroda, Satoshi For For
2.7 Elect Director Nomakuchi, Tamotsu For For
2.8 Elect Director Nakayama, Hiroko For For
2.9 Elect Director Ohara, Toru For For
2.10 Elect Director Itonaga, Takehide For For
2.11 Elect Director Tateyama, Akinori For For
2.12 Elect Director Suzuki, Shigeru For For
Oji Holdings Corp.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 3861
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Yajima, Susumu For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Oji Holdings Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Kaku, Masatoshi For For
1.3 Elect Director Koseki, Yoshiki For For
1.4 Elect Director Isono, Hiroyuki For For
1.5 Elect Director Shindo, Fumio For For
1.6 Elect Director Kamada, Kazuhiko For For
1.7 Elect Director Ishida, Koichi For For
1.8 Elect Director Aoki, Shigeki For For
1.9 Elect Director Nara, Michihiro For For
1.10 Elect Director Takata, Toshihisa For For
1.11 Elect Director Ai, Sachiko For For
1.12 Elect Director Nagai, Seiko For For
2.1 Appoint Statutory Auditor Yamashita, For For Tomihiro
2.2 Appoint Statutory Auditor Chimori, Hidero For For
2.3 Appoint Statutory Auditor Sekiguchi, Noriko For For
3 Approve Compensation Ceiling for Directors For For
Oriental Land Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 4661
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 13
2 Amend Articles to Reduce Directors' Term For For
3.1 Elect Director Kagami, Toshio For For
3.2 Elect Director Takano, Yumiko For For
3.3 Elect Director Katayama, Yuichi For For
3.4 Elect Director Yokota, Akiyoshi For For
3.5 Elect Director Takahashi, Wataru For For
3.6 Elect Director Kaneki, Yuichi For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Oriental Land Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.7 Elect Director Kambara, Rika For For
3.8 Elect Director Hanada, Tsutomu For For
3.9 Elect Director Mogi, Yuzaburo For For
3.10 Elect Director Yoshida, Kenji For For
Pharvaris NV
Meeting Date: 06/29/2021 Country: Netherlands Meeting Type: Annual Ticker: PHVS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Annual Meeting Agenda
1 Open Meeting
2 Receive Report of Management Board (Non-Voting)
3 Adopt Financial Statements For For
4 Approve Discharge of Directors For For
5 Receive Explanation on Company's Reserves and Dividend Policy
6 Elect Viviane Monges as Non-Executive For For Director
7 Close Meeting
Postal Savings Bank of China Co., Ltd.
Meeting Date: 06/29/2021 Country: China Meeting Type: Annual Ticker: 1658
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve Work Report of the Board of For For Directors Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Postal Savings Bank of China Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve Work Report of the Board of For For Supervisors
3 Approve Final Financial Accounts For For
4 Approve Profit Distribution Plan For For
5 Approve Budget Plan of Fixed Assets For For Investment
6 Approve Deloitte Touche Tohmatsu Certified For For Public Accountants LLP and Deloitte Touche Tohmatsu as Auditors and Authorize Board to Fix Their Remuneration
7 Elect Liu Jianjun as Director For For
8 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights
Blended Rationale: A vote AGAINST this resolution is warranted for the following:- The share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit.
QIAGEN NV
Meeting Date: 06/29/2021 Country: Netherlands Meeting Type: Annual Ticker: QGEN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Annual Meeting Agenda
1 Adopt Financial Statements and Statutory For For Reports
Blended Rationale: A vote FOR is warranted because of the absence of concern with the company's audit procedures or its auditors.
2 Approve Remuneration Report For Against
Blended Rationale: A vote AGAINST is warranted because:* The RSUs granted in 2020 were not linked to performance criteria;* Regarding the LTIP's granted, the company applied discretion for PSUs granted and extra PSUs granted as an adjustment performance to the executive members;* The existing change in control agreement is considered excessive.
3 Approve Discharge of Management Board For For
Blended Rationale: A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the management board and/or supervisory board are not fulfilling their fiduciary duties.
4 Approve Discharge of Supervisory Board For For
Blended Rationale: A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the management board and/or supervisory board are not fulfilling their fiduciary duties. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
QIAGEN NV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5.a Reelect Metin Colpan to Supervisory Board For For
Blended Rationale: A vote FOR these elections is warranted because:* The nominees are elected for a period not exceeding four years;* The candidates appear to possess the necessary qualifications for board membership; and* There is no known controversy concerning the candidates
5.b Reelect Thomas Ebeling to Supervisory Board For For
Blended Rationale: A vote FOR these elections is warranted because:* The nominees are elected for a period not exceeding four years;* The candidates appear to possess the necessary qualifications for board membership; and* There is no known controversy concerning the candidates
5.c Reelect Toralf Haag to Supervisory Board For For
Blended Rationale: A vote FOR these elections is warranted because:* The nominees are elected for a period not exceeding four years;* The candidates appear to possess the necessary qualifications for board membership; and* There is no known controversy concerning the candidates
5.d Reelect Ross L. Levine to Supervisory Board For For
Blended Rationale: A vote FOR these elections is warranted because:* The nominees are elected for a period not exceeding four years;* The candidates appear to possess the necessary qualifications for board membership; and* There is no known controversy concerning the candidates
5.e Reelect Elaine Mardis to Supervisory Board For For
Blended Rationale: A vote FOR these elections is warranted because:* The nominees are elected for a period not exceeding four years;* The candidates appear to possess the necessary qualifications for board membership; and* There is no known controversy concerning the candidates
5.f Reelect Lawrence A. Rosen to Supervisory For For Board
Blended Rationale: A vote FOR these elections is warranted because:* The nominees are elected for a period not exceeding four years;* The candidates appear to possess the necessary qualifications for board membership; and* There is no known controversy concerning the candidates
5.g Reelect Elizabeth E. Tallett to Supervisory For For Board
Blended Rationale: A vote FOR these elections is warranted because:* The nominees are elected for a period not exceeding four years;* The candidates appear to possess the necessary qualifications for board membership; and* There is no known controversy concerning the candidates
6.a Reelect Thierry Bernard to Management Board For For
Blended Rationale: A vote FOR this election is warranted because:* The nominee is elected for a term not exceeding four years;* The candidate appears to possess the necessary qualifications for board membership; and* There is no known controversy concerning the candidate.
6.b Reelect Roland Sackers to Management Board For For
Blended Rationale: A vote FOR this election is warranted because:* The nominee is elected for a term not exceeding four years;* The candidate appears to possess the necessary qualifications for board membership; and* There is no known controversy concerning the candidate.
7 Approve Remuneration Policy for For For Management Board
Blended Rationale: A vote FOR is warranted as the proposed amendment(s) as well as the overall structure of the remuneration policy are considered to be in line with market practice and some improvements were made as a response to last year's vote. However, we note that the 2021 LTI plan has a one-year performance period due to the COVID-19 pandemic, which is not in line with best market practices. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
QIAGEN NV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8.a Approve Partial Amendment of Remuneration For For Policy for Supervisory Board
Blended Rationale: A vote FOR is warranted, since there is no evidence of excessiveness on the part of the supervisory board regarding this remuneration proposal.
8.b Approve Remuneration of Supervisory Board For For
Blended Rationale: A vote FOR is warranted, since there is no evidence of excessiveness on the part of the supervisory board regarding this remuneration proposal.
9 Ratify KPMG Accountants N.V. as Auditors For For
Blended Rationale: A vote FOR is warranted because there are no concerns regarding this proposal.
10.a Grant Board Authority to Issue Shares For For
Blended Rationale: A vote FOR these proposals is warranted because it is in line with commonly used safeguards regarding volume and duration.
10.b Authorize Board to Exclude Preemptive Rights For For from Share Issuances
Blended Rationale: A vote FOR these proposals is warranted because it is in line with commonly used safeguards regarding volume and duration.
10.c Authorize Board to Exclude Preemptive Rights For Against from Share Issuances in Connection to Mergers, Acquisitions or Strategic Alliances
Blended Rationale: A vote AGAINST this proposal is warranted because it is not in line with commonly used safeguards regarding volume (i.e. the management board would be able to issue share up to 20 percent of the issued share capital).
11 Authorize Repurchase of Issued Share Capital For For
Blended Rationale: A vote FOR is warranted because:* This proposal is in line with commonly used safeguards regarding volume and pricing;* The authorization would allow QIAGEN to repurchase up to 10 percent of the issued share capital; and* The authorization would allow the company to repurchase shares for less or up to 110 percent of the share price prior to the repurchase.
12 Amend Articles of Association in Connection For For with Changes to Dutch Law
Blended Rationale: A qualified vote FOR is warranted. Although there is an absence of concern regarding the inclusion of the legally required provision on inability or absence of supervisory board members as it appears in line with market practice, we note the company is not completely clear on what is meant by 'temporary' or does not foresee in a right for the AGM to ratify designated directors, which is considered market best practice.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Annual Meeting Agenda
1 Adopt Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For Against
Blended Rationale: A vote AGAINST is warranted because:- The RSUs granted in 2020 were not linked to performance criteria;- Regarding the LTIP's granted, the company applied discretion for PSUs granted and extra PSUs granted as an adjustment performance to the executive members;- The existing change in control agreement is considered excessive. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
QIAGEN NV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Approve Discharge of Management Board For For
4 Approve Discharge of Supervisory Board For For
5.a Reelect Metin Colpan to Supervisory Board For For
5.b Reelect Thomas Ebeling to Supervisory Board For For
5.c Reelect Toralf Haag to Supervisory Board For For
5.d Reelect Ross L. Levine to Supervisory Board For For
5.e Reelect Elaine Mardis to Supervisory Board For For
5.f Reelect Lawrence A. Rosen to Supervisory For For Board
5.g Reelect Elizabeth E. Tallett to Supervisory For For Board
6.a Reelect Thierry Bernard to Management Board For For
6.b Reelect Roland Sackers to Management Board For For
7 Approve Remuneration Policy for For For Management Board
8.a Approve Partial Amendment of Remuneration For For Policy for Supervisory Board
8.b Approve Remuneration of Supervisory Board For For
9 Ratify KPMG Accountants N.V. as Auditors For For
10.a Grant Board Authority to Issue Shares For For
10.b Authorize Board to Exclude Preemptive Rights For For from Share Issuances
10.c Authorize Board to Exclude Preemptive Rights For Against from Share Issuances in Connection to Mergers, Acquisitions or Strategic Alliances
Blended Rationale: A vote AGAINST this proposal is warranted because it is not in line with commonly used safeguards regarding volume (i.e. the management board would be able to issue share up to 20 percent of the issued share capital).
11 Authorize Repurchase of Issued Share Capital For For
12 Amend Articles of Association in Connection For For with Changes to Dutch Law
Rengo Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 3941 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Rengo Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Otsubo, Kiyoshi For For
1.2 Elect Director Kawamoto, Yosuke For For
1.3 Elect Director Maeda, Moriaki For For
1.4 Elect Director Baba, Yasuhiro For For
1.5 Elect Director Ishida, Shigechika For For
1.6 Elect Director Hasegawa, Ichiro For For
1.7 Elect Director Sato, Yoshio For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
1.8 Elect Director Oku, Masayuki For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
1.9 Elect Director Sakai, Shinya For For
1.10 Elect Director Tamaoka, Kaoru For For
2 Approve Compensation Ceiling for Directors For For
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Otsubo, Kiyoshi For For
1.2 Elect Director Kawamoto, Yosuke For For
1.3 Elect Director Maeda, Moriaki For For
1.4 Elect Director Baba, Yasuhiro For For
1.5 Elect Director Ishida, Shigechika For For
1.6 Elect Director Hasegawa, Ichiro For For
1.7 Elect Director Sato, Yoshio For For
1.8 Elect Director Oku, Masayuki For For
1.9 Elect Director Sakai, Shinya For For
1.10 Elect Director Tamaoka, Kaoru For For
2 Approve Compensation Ceiling for Directors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Rinnai Corp.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 5947
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 70
2.1 Elect Director Hayashi, Kenji For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.2 Elect Director Naito, Hiroyasu For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.3 Elect Director Narita, Tsunenori For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.4 Elect Director Matsui, Nobuyuki For For
2.5 Elect Director Kamio, Takashi For For
3 Appoint Alternate Statutory Auditor Ishikawa, For For Yoshiro
4 Approve Fixed Cash Compensation Ceiling For For and Annual Bonus Ceiling for Directors and Restricted Stock Plan
Romande Energie Holding SA
Meeting Date: 06/29/2021 Country: Switzerland Meeting Type: Annual Ticker: HREN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Accept Financial Statements and Statutory For For Reports
1.2 Approve Remuneration Report (Non-Binding) For For
2 Approve Discharge of Board and Senior For For Management
3 Approve Allocation of Income and Dividends For For of CHF 36.00 per Share
4 Amend Articles Re: Remuneration of For For Executive Committee Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Romande Energie Holding SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5.1 Elect Nicolas Fulpius as Director For Against
Blended Rationale: Votes AGAINST the non-independent nominees Nicolas Fulpius, Alphonse-Marie Veuthev, and Guy Mustaki are warranted because of the failure to establish a sufficiently independent board.
5.2.1 Reelect Anne Bobillier as Director For For
5.2.2 Reelect Stephane Gard as Director For For
5.2.3 Reelect Alphonse-Marie Veuthey as Director For Against
Blended Rationale: Votes AGAINST the non-independent nominees Nicolas Fulpius, Alphonse-Marie Veuthev, and Guy Mustaki are warranted because of the failure to establish a sufficiently independent board.
5.3 Acknowledge Appointment of Xavier Company For Against and Olivier Gfeller to the Board by the State Council
Blended Rationale: Votes AGAINST the government representatives, Olivier Gfeller and Xavier Company, are warranted because of the failure to establish a sufficiently independent board.
5.4 Reelect Guy Mustaki as Director and Board For Against Chairman
Blended Rationale: Votes AGAINST the non-independent nominees Nicolas Fulpius, Alphonse-Marie Veuthev, and Guy Mustaki are warranted because of the failure to establish a sufficiently independent board.
5.5 Reappoint Anne Bobillier as Member of the For For Nomination and Compensation Committee
5.6.1 Appoint Alphonse-Marie Veuthey as Member For Against of the Nomination and Compensation Committee
Blended Rationale: Votes AGAINST Alphonse-Marie Veuthey and Olivier Gfeller are warranted because their election to the board does not warrant support.
5.6.2 Appoint Olivier Gfeller as Member of the For Against Nomination and Compensation Committee
Blended Rationale: Votes AGAINST Alphonse-Marie Veuthey and Olivier Gfeller are warranted because their election to the board does not warrant support.
5.7 Ratify Ernst & Young SA as Auditors For For
5.8 Designate Gabriel Cottier as Independent For For Proxy
6.1 Approve Remuneration of Directors in the For For Amount of CHF 830,000
6.2 Approve Remuneration of Executive For For Committee in the Amount of CHF 3.7 Million
7 Transact Other Business (Voting) For Against
Blended Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SBI Holdings, Inc.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 8473
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kitao, Yoshitaka For For
1.2 Elect Director Kawashima, Katsuya For For
1.3 Elect Director Nakagawa, Takashi For For
1.4 Elect Director Takamura, Masato For For
1.5 Elect Director Morita, Shumpei For For
1.6 Elect Director Yamada, Masayuki For For
1.7 Elect Director Kusakabe, Satoe For For
1.8 Elect Director Yoshida, Masaki For For
1.9 Elect Director Sato, Teruhide For For
1.10 Elect Director Takenaka, Heizo For For
1.11 Elect Director Suzuki, Yasuhiro For For
1.12 Elect Director Ito, Hiroshi For For
1.13 Elect Director Takeuchi, Kanae For For
1.14 Elect Director Fukuda, Junichi For For
1.15 Elect Director Suematsu, Hiroyuki For For
2 Appoint Alternate Statutory Auditor For For Wakatsuki, Tetsutaro
Sharp Corp.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 6753
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Tai Jeng-Wu For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sharp Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.2 Elect Director Nomura, Katsuaki For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
1.3 Elect Director Hong-Jen Chuang For For
1.4 Elect Director Ting-Chen Hsu For For
2.1 Elect Director and Audit Committee Member For Against Hse-Tung Lu
Blended Rationale: A vote AGAINST this director nominee is warranted because:- This outside director candidate who will be an audit committee member lacks independence.
2.2 Elect Director and Audit Committee Member For For Himeiwa, Yasuo
2.3 Elect Director and Audit Committee Member For For Nakagawa, Yutaka
3 Approve Compensation Ceiling for Directors For Against Who Are Not Audit Committee Members and Restricted Stock Plan
Blended Rationale: A vote AGAINST this proposal is warranted because:- No specific performance hurdles are specified, and the restricted stocks could become disposable in less than three years after grant by non-retiring recipients.
4 Approve Compensation Ceiling for Directors For Against Who Are Audit Committee Members and Restricted Stock Plan
Blended Rationale: A vote AGAINST this proposal is warranted because:- No specific performance hurdles are specified, and the restricted stocks could become disposable in less than three years after grant by non-retiring recipients.
5 Amend Articles to Remove Provisions on For For Non-Common Shares
Shimizu Corp.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 1803
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 18
2.1 Elect Director Miyamoto, Yoichi For For
2.2 Elect Director Inoue, Kazuyuki For For
2.3 Elect Director Imaki, Toshiyuki For For
2.4 Elect Director Yamaji, Toru For For
2.5 Elect Director Handa, Kimio For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Shimizu Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.6 Elect Director Fujimura, Hiroshi For For
2.7 Elect Director Ikeda, Kentaro For For
2.8 Elect Director Shimizu, Motoaki For For
2.9 Elect Director Iwamoto, Tamotsu For For
2.10 Elect Director Kawada, Junichi For For
2.11 Elect Director Tamura, Mayumi For For
2.12 Elect Director Jozuka, Yumiko For For
3.1 Appoint Statutory Auditor Watanabe, Hideto For For
3.2 Appoint Statutory Auditor Ikenaga, Toshie For For
Shin-Etsu Chemical Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 4063
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 140
2 Amend Articles to Amend Provisions on For For Number of Directors - Reduce Directors' Term
3.1 Elect Director Saito, Yasuhiko For For
3.2 Elect Director Ueno, Susumu For For
3.3 Elect Director Frank Peter Popoff For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
3.4 Elect Director Miyazaki, Tsuyoshi For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
3.5 Elect Director Fukui, Toshihiko For For
4 Appoint Statutory Auditor Kagami, Mitsuko For For
5 Approve Compensation Ceiling for Directors For For
6 Approve Stock Option Plan For For
7 Approve Stock Option Plan For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Shin-Etsu Chemical Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 140
2 Amend Articles to Amend Provisions on For For Number of Directors - Reduce Directors' Term
3.1 Elect Director Saito, Yasuhiko For For
3.2 Elect Director Ueno, Susumu For For
3.3 Elect Director Frank Peter Popoff For For
3.4 Elect Director Miyazaki, Tsuyoshi For For
3.5 Elect Director Fukui, Toshihiko For For
4 Appoint Statutory Auditor Kagami, Mitsuko For For
5 Approve Compensation Ceiling for Directors For For
6 Approve Stock Option Plan For For
7 Approve Stock Option Plan For For
SHIP HEALTHCARE HOLDINGS, INC.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 3360
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 80
2 Amend Articles to Amend Business Lines For For
3 Amend Articles to Amend Provisions on For For Director Titles
4.1 Elect Director Furukawa, Kunihisa For For
4.2 Elect Director Konishi, Kenzo For For
4.3 Elect Director Ogawa, Hirotaka For For
4.4 Elect Director Ohashi, Futoshi For For
4.5 Elect Director Okimoto, Koichi For For
4.6 Elect Director Kobayashi, Hiroyuki For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SHIP HEALTHCARE HOLDINGS, INC.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4.7 Elect Director Yokoyama, Hiroshi For For
4.8 Elect Director Shimada, Shoji For For
4.9 Elect Director Umino, Atsushi For For
4.10 Elect Director Sano, Seiichiro For For
4.11 Elect Director Imabeppu, Toshio For For
4.12 Elect Director Ito, Fumiyo For For
4.13 Elect Director Nishio, Shinya For Against
Blended Rationale: Vote AGAINST as the nominee is an affiliated outsider.
5.1 Appoint Statutory Auditor Toda, Narushige For For
5.2 Appoint Statutory Auditor Nakao, Hidemitsu For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence.
5.3 Appoint Statutory Auditor Oyama, Hiroyasu For For
5.4 Appoint Statutory Auditor Sano, Nobuyuki For For
6 Approve Compensation Ceiling for Directors For For
7 Approve Compensation Ceiling for Statutory For For Auditors
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 80
2 Amend Articles to Amend Business Lines For For
3 Amend Articles to Amend Provisions on For For Director Titles
4.1 Elect Director Furukawa, Kunihisa For For
4.2 Elect Director Konishi, Kenzo For For
4.3 Elect Director Ogawa, Hirotaka For For
4.4 Elect Director Ohashi, Futoshi For For
4.5 Elect Director Okimoto, Koichi For For
4.6 Elect Director Kobayashi, Hiroyuki For For
4.7 Elect Director Yokoyama, Hiroshi For For
4.8 Elect Director Shimada, Shoji For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SHIP HEALTHCARE HOLDINGS, INC.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4.9 Elect Director Umino, Atsushi For For
4.10 Elect Director Sano, Seiichiro For For
4.11 Elect Director Imabeppu, Toshio For For
4.12 Elect Director Ito, Fumiyo For For
4.13 Elect Director Nishio, Shinya For For
5.1 Appoint Statutory Auditor Toda, Narushige For For
5.2 Appoint Statutory Auditor Nakao, Hidemitsu For Against
Blended Rationale: A vote AGAINST this nominee is warranted because:- The outside statutory auditor nominee's affiliation with the company could compromise independence.
5.3 Appoint Statutory Auditor Oyama, Hiroyasu For For
5.4 Appoint Statutory Auditor Sano, Nobuyuki For For
6 Approve Compensation Ceiling for Directors For For
7 Approve Compensation Ceiling for Statutory For For Auditors
SMC Corp. (Japan)
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 6273
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 300
2.1 Elect Director Takada, Yoshiki For For
2.2 Elect Director Isoe, Toshio For For
2.3 Elect Director Ota, Masahiro For For
2.4 Elect Director Maruyama, Susumu For For
2.5 Elect Director Samuel Neff For For
2.6 Elect Director Doi, Yoshitada For For
2.7 Elect Director Kaizu, Masanobu For For
2.8 Elect Director Kagawa, Toshiharu For For
2.9 Elect Director Iwata, Yoshiko For For
2.10 Elect Director Miyazaki, Kyoichi For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SMC Corp. (Japan)
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 300
2.1 Elect Director Takada, Yoshiki For For
2.2 Elect Director Isoe, Toshio For For
2.3 Elect Director Ota, Masahiro For For
2.4 Elect Director Maruyama, Susumu For For
2.5 Elect Director Samuel Neff For For
2.6 Elect Director Doi, Yoshitada For For
2.7 Elect Director Kaizu, Masanobu For For
2.8 Elect Director Kagawa, Toshiharu For For
2.9 Elect Director Iwata, Yoshiko For For
2.10 Elect Director Miyazaki, Kyoichi For For
Sumitomo Mitsui Financial Group, Inc.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 8316
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 95
2.1 Elect Director Kunibe, Takeshi For For
2.2 Elect Director Ota, Jun For For
2.3 Elect Director Takashima, Makoto For For
2.4 Elect Director Nakashima, Toru For For
2.5 Elect Director Kudo, Teiko For For
2.6 Elect Director Inoue, Atsuhiko For For
2.7 Elect Director Isshiki, Toshihiro For For
2.8 Elect Director Kawasaki, Yasuyuki For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Sumitomo Mitsui Financial Group, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.9 Elect Director Matsumoto, Masayuki For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- The board after this meeting will not be majority independent and this outside director nominee lacks independence.
2.10 Elect Director Arthur M. Mitchell For For
2.11 Elect Director Yamazaki, Shozo For For
2.12 Elect Director Kono, Masaharu For For
2.13 Elect Director Tsutsui, Yoshinobu For For
2.14 Elect Director Shimbo, Katsuyoshi For For
2.15 Elect Director Sakurai, Eriko For For
3 Amend Articles to Allow Virtual Only For For Shareholder Meetings
Blended Rationale: Rationale: We are of the view that virtual shareholder meetings will not negatively affect an interactive dialogue and therefore, we support this item.
Sumitomo Realty & Development Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 8830
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 21
2.1 Elect Director Onodera, Kenichi For For
2.2 Elect Director Nishima, Kojun For For
2.3 Elect Director Takemura, Nobuaki For For
2.4 Elect Director Kobayashi, Masato For For
2.5 Elect Director Kato, Hiroshi For For
2.6 Elect Director Katayama, Hisatoshi For For
2.7 Elect Director Odai, Yoshiyuki For For
2.8 Elect Director Ito, Koji For For
2.9 Elect Director Izuhara, Yozo For For
2.10 Elect Director Kemori, Nobumasa For For
3 Appoint Alternate Statutory Auditor Uno, Kozo For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Taiheiyo Cement Corp.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 5233
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 30
2.1 Elect Director Fukuda, Shuji For For
2.2 Elect Director Fushihara, Masafumi For For
2.3 Elect Director Kitabayashi, Yuichi For For
2.4 Elect Director Karino, Masahiro For For
2.5 Elect Director Ando, Kunihiro For For
2.6 Elect Director Ohashi, Tetsuya For For
2.7 Elect Director Koizumi, Yoshiko For For
2.8 Elect Director Emori, Shinhachiro For For
2.9 Elect Director Furikado, Hideyuki For For
3.1 Appoint Statutory Auditor Fukuhara, For For Katsuhide
3.2 Appoint Statutory Auditor Mitani, Wakako For For
4 Appoint Alternate Statutory Auditor Aoki, For For Toshihito
5 Approve Compensation Ceiling for Directors For For and Restricted Stock Plan
Taisho Pharmaceutical Holdings Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 4581
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 50
2.1 Elect Director Uehara, Akira For Against
Blended Rationale: A vote AGAINST this nominee is warranted because the nominee is an incumbent representative director and there is a lack of gender diversity on the board.
2.2 Elect Director Uehara, Shigeru For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Taisho Pharmaceutical Holdings Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.3 Elect Director Uehara, Ken For For
2.4 Elect Director Kuroda, Jun For For
2.5 Elect Director Watanabe, Tetsu For For
2.6 Elect Director Kitatani, Osamu For For
2.7 Elect Director Kunibe, Takeshi For For
2.8 Elect Director Uemura, Hiroyuki For For
3 Appoint Statutory Auditor Ikoma, Takeshi For For
4 Appoint Ernst & Young ShinNihon LLC as New For For External Audit Firm
5 Approve Deep Discount Stock Option Plan For For
Taiyo Yuden Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 6976
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 25
2.1 Elect Director Tosaka, Shoichi For For
2.2 Elect Director Masuyama, Shinji For For
2.3 Elect Director Sase, Katsuya For For
2.4 Elect Director Fukuda, Tomomitsu For For
2.5 Elect Director Hiraiwa, Masashi For For
2.6 Elect Director Koike, Seiichi For For
2.7 Elect Director Hamada, Emiko For For
3 Appoint Alternate Statutory Auditor Arai, For For Hiroshi
Takeda Pharmaceutical Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 4502 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Takeda Pharmaceutical Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 90
2 Amend Articles to Allow Virtual Only For For Shareholder Meetings
3.1 Elect Director Christophe Weber For For
3.2 Elect Director Iwasaki, Masato For For
3.3 Elect Director Andrew Plump For For
3.4 Elect Director Constantine Saroukos For For
3.5 Elect Director Sakane, Masahiro For For
3.6 Elect Director Olivier Bohuon For For
3.7 Elect Director Jean-Luc Butel For For
3.8 Elect Director Ian Clark For For
3.9 Elect Director Fujimori, Yoshiaki For For
3.10 Elect Director Steven Gillis For For
3.11 Elect Director Kuniya, Shiro For For
3.12 Elect Director Shiga, Toshiyuki For For
4 Elect Director and Audit Committee Member For For Iijima, Masami
5 Approve Annual Bonus For For
The Bank of Kyoto, Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 8369
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 30
2.1 Elect Director Doi, Nobuhiro For For
2.2 Elect Director Anami, Masaya For For
2.3 Elect Director Iwahashi, Toshiro For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
The Bank of Kyoto, Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.4 Elect Director Yasui, Mikiya For For
2.5 Elect Director Hata, Hiroyuki For For
2.6 Elect Director Otagiri, Junko For For
2.7 Elect Director Oyabu, Chiho For For
2.8 Elect Director Ueki, Eiji For For
3.1 Appoint Statutory Auditor Ando, Hiroyuki For For
3.2 Appoint Statutory Auditor Nakatsukasa, For For Hiroyuki
3.3 Appoint Statutory Auditor Tanaka, Motoko For For
4 Approve Restricted Stock Plan For For
Tokyo Electric Power Co. Holdings, Inc.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 9501
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Kobayashi, Yoshimitsu For Against
Blended Rationale: A vote AGAINST this director nominee is warranted because:- The board after this meeting will not be majority independent and this outside director nominee lacks independence.
1.2 Elect Director Kunii, Hideko For For
1.3 Elect Director Takaura, Hideo For For
1.4 Elect Director Oyagi, Shigeo For For
1.5 Elect Director Onishi, Shoichiro For For
1.6 Elect Director Shinkawa, Asa For For
1.7 Elect Director Kobayakawa, Tomoaki For For
1.8 Elect Director Fubasami, Seiichi For For
1.9 Elect Director Moriya, Seiji For For
1.10 Elect Director Akimoto, Nobuhide For For
1.11 Elect Director Makino, Shigenori For For
1.12 Elect Director Yoshino, Shigehiro For For
1.13 Elect Director Morishita, Yoshihito For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tokyo Electric Power Co. Holdings, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Amend Articles to Establish Committee on Against Against Treated Radioactive Water at Fukushima Daiichi Nuclear Power Plant
3 Amend Articles to Ban Resumption of Against Against Operation of Kashiwazaki Kariwa Nuclear Power Plant
4 Amend Articles to Add Provision on Against Against Compensation for Damages Related to Fukushima Daiichi Nuclear Power Plant Accident
5 Amend Articles to Add Provision on Health Against Against Care for Workers Engaged in Restoration Work at Fukushima Daiichi Nuclear Power Plant Accident Site
6 Amend Articles to Add Provision on Against Against Management and Disclosure of Materials Concerning Fukushima Daiichi Nuclear Power Plant Accident
7 Amend Articles to Abandon Power Supply Against Against Contract with Electric Companies Using Nuclear Power
8 Amend Articles to Add Provision on Promotion Against Against of Hydroelectric Power Generation
9 Amend Articles to Require Individual Against For Compensation Disclosure for Directors and Executive Officers
Blended Rationale: A vote FOR this shareholder proposal is recommended because:- The amendment may enhance the company's overall reputation for transparency and accountability.- Disclosure of individual compensation levels helps shareholders make better-informed decisions on director elections and compensation-related proposals.
Tokyo Gas Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 9531
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 30
2 Amend Articles to Amend Business Lines - For For Adopt Board Structure with Three Committees - Clarify Director Authority on Shareholder Meetings - Amend Provisions on Director Titles - Authorize Board to Determine Income Allocation Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tokyo Gas Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.1 Elect Director Hirose, Michiaki For For
3.2 Elect Director Uchida, Takashi For For
3.3 Elect Director Nakajima, Isao For For
3.4 Elect Director Saito, Hitoshi For For
3.5 Elect Director Takami, Kazunori For For
3.6 Elect Director Edahiro, Junko For For
3.7 Elect Director Indo, Mami For For
3.8 Elect Director Nohara, Sawako For For
3.9 Elect Director Ono, Hiromichi For For
4 Approve Transfer of Operations to Wholly For For Owned Subsidiary
Tokyu Corp.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 9005
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 5
2.1 Elect Director Nomoto, Hirofumi For For
2.2 Elect Director Takahashi, Kazuo For For
2.3 Elect Director Tomoe, Masao For For
2.4 Elect Director Hoshino, Toshiyuki For For
2.5 Elect Director Fujiwara, Hirohisa For For
2.6 Elect Director Takahashi, Toshiyuki For For
2.7 Elect Director Hamana, Setsu For For
2.8 Elect Director Kanazashi, Kiyoshi For For
2.9 Elect Director Watanabe, Isao For For
2.10 Elect Director Konaga, Keiichi For For
2.11 Elect Director Kanise, Reiko For For
2.12 Elect Director Miyazaki, Midori For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tokyu Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.13 Elect Director Shimada, Kunio For For
2.14 Elect Director Shimizu, Hiroshi For For
3 Appoint Alternate Statutory Auditor For For Matsumoto, Taku
Toppan Printing Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 7911
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Articles to Change Company Name - For For Amend Provisions on Number of Directors
2.1 Elect Director Kaneko, Shingo For For
2.2 Elect Director Maro, Hideharu For For
2.3 Elect Director Okubo, Shinichi For For
2.4 Elect Director Sakai, Kazunori For For
2.5 Elect Director Kurobe, Takashi For For
2.6 Elect Director Majima, Hironori For For
2.7 Elect Director Noma, Yoshinobu For For
2.8 Elect Director Toyama, Ryoko For For
2.9 Elect Director Nakabayashi, Mieko For For
3 Approve Compensation Ceiling for Directors For For
Unibail-Rodamco-Westfield NV
Meeting Date: 06/29/2021 Country: Netherlands Meeting Type: Annual Ticker: N/A
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Annual Meeting Agenda Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Unibail-Rodamco-Westfield NV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
i Discuss Annual Report
1 Approve Remuneration Report For For
2 Adopt Financial Statements and Statutory For For Reports
ii Receive Explanation on Dividend Policy
3 Approve Discharge of Management Board For For
4 Approve Discharge of Supervisory Board For For
5 Elect Dominic Lowe to Management Board For For
6 Elect Jean-Marie Tritant to Supervisory Board For Against
Blended Rationale: A vote AGAINST nominees (Jean-Marie Tritant and Fabrice Mouchel) is warranted as the overall level of independence is below 50 percent.
7 Elect Fabrice Mouchel to Supervisory Board For Against
Blended Rationale: A vote AGAINST nominees (Jean-Marie Tritant and Fabrice Mouchel) is warranted as the overall level of independence is below 50 percent.
8 Elect Catherine Pourre to Supervisory Board For For
9 Ratify Ernst & Young Accountants LLP as For For Auditors
10 Approve Remuneration Policy for For For Management Board Members
11 Approve Remuneration Policy for Supervisory For For Board Members
12 Amend Articles of Association For For
13 Authorize Repurchase of Shares For For
14 Approve Cancellation of Repurchased Shares For For
Volvo AB
Meeting Date: 06/29/2021 Country: Sweden Meeting Type: Special Ticker: VOLV.B
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Chairman of Meeting For For
2.1 Designate Erik Sjoman as Inspector of For For Minutes of Meeting
2.2 Designate Martin Jonasson as Inspector of For For Minutes of Meeting Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Volvo AB
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Prepare and Approve List of Shareholders For For
4 Approve Agenda of Meeting For For
5 Acknowledge Proper Convening of Meeting For For
6 Approve Special Dividends of SEK 9.50 Per For For Share
Wendel SE
Meeting Date: 06/29/2021 Country: France Meeting Type: Annual/Special Ticker: MF
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Ordinary Business
1 Approve Financial Statements and Statutory For For Reports
2 Approve Consolidated Financial Statements For For and Statutory Reports
3 Approve Treatment of Losses and Dividends For For of EUR 2.90 per Share
4 Approve Transaction with Corporate Officers For For
5 Approve Transaction with For For Wendel-Participations SE
6 Reelect Nicolas ver Hulst as Supervisory For For Board Member
Blended Rationale: Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of independence at the board level (including all board members: 33 percent vs 33.3 percent recommended; but excluding government representatives, employee representatives, and employee shareholder representatives (if any): 40 percent vs 50 percent recommended).
7 Reelect Priscilla de Moustier as Supervisory For For Board Member
Blended Rationale: Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of independence at the board level (including all board members: 33 percent vs 33.3 percent recommended; but excluding government representatives, employee representatives, and employee shareholder representatives (if any): 40 percent vs 50 percent recommended).
8 Reelect Benedicte Coste as Supervisory Board For For Member
Blended Rationale: Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of independence at the board level (including all board members: 33 percent vs 33.3 percent recommended; but excluding government representatives, employee representatives, and employee shareholder representatives (if any): 40 percent vs 50 percent recommended). Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Wendel SE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Elect Francois de Mitry as Supervisory Board For For Member
Blended Rationale: Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of independence at the board level (including all board members: 33 percent vs 33.3 percent recommended; but excluding government representatives, employee representatives, and employee shareholder representatives (if any): 40 percent vs 50 percent recommended).
10 Approve Remuneration Policy of Chairman of For For the Management Board
11 Approve Remuneration Policy of Management For For Board Members
12 Approve Remuneration Policy of Supervisory For For Board Members
13 Approve Compensation Report of For For Management Board Members and Supervisory Board Members
14 Approve Compensation of Andre For For François-Poncet, Chairman of the Management Board
15 Approve Compensation of David Darmon, For For Management Board Member
16 Approve Compensation of Bernard Gautier, For For Management Board Member Until Sept. 9, 2019
17 Approve Compensation of Nicolas ver Hulst, For For Chairman of the Supervisory Board
18 Authorize Repurchase of Up to 10 Percent of For For Issued Share Capital
Extraordinary Business
19 Authorize Capital Issuances for Use in For For Employee Stock Purchase Plans for Employees and Employees of International Subsidiaries
20 Authorize up to 1 Percent of Issued Capital For For for Use in Stock Option Plans
21 Authorize up to 1 Percent of Issued Capital For For for Use in Restricted Stock Plans
Ordinary Business
22 Authorize Filing of Required Documents/Other For For Formalities
Yamada Holdings Co., Ltd.
Meeting Date: 06/29/2021 Country: Japan Meeting Type: Annual Ticker: 9831 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Yamada Holdings Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final For For Dividend of JPY 18
2 Amend Articles to Amend Business Lines For For
3 Approve Career Achievement Bonus for For For Director
Aroundtown SA
Meeting Date: 06/30/2021 Country: Luxembourg Meeting Type: Annual Ticker: AT1
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Annual Meeting Agenda
1 Receive Board's Report
2 Receive Auditor's Report
3 Approve Financial Statements For For
4 Approve Consolidated Financial Statements For For
5 Approve Allocation of Income For For
6 Approve Discharge of Directors For For
7 Renew Appointment of KPMG Luxembourg as For For Auditor
8 Approve Dividends of EUR 0.22 Per Share For For
9 Approve Remuneration Report For Against
Blended Rationale: A vote AGAINST is warranted, because:- The overall disclosure level is below par in relation to market standards, not providing adequate, comprehensive compensation disclosure;- Vesting of a significant portion of a long-term incentive grant (1/3) occurs in less than three years and LTI Plan A is not tied to any performance conditions;- The company has not been responsive to the recorded shareholder dissent (42 percent against votes) with respect to the 2019 remuneration reports.
10 Approve Remuneration Policy For Against
Blended Rationale: A vote AGAINST is warranted, because:- The at-target and maximum award levels for the variable incentive plan(s) are not disclosed;- Relative weighting of performance metrics is not provided and it is unclear how share price performance is measured;- The proposed fee structure for non-executive directors is not disclosed; and- No disclosure regarding non-executive directors' compensation. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Aroundtown SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11 Approve Share Repurchase For Against
Blended Rationale: A vote AGAINST is warranted, as the volume limit is in excess of normal prior limits.
Balkrishna Industries Limited
Meeting Date: 06/30/2021 Country: India Meeting Type: Annual Ticker: 502355
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Confirm Interim Dividends and Declare Final For For Dividend
3 Reelect Vijaylaxmi Poddar as Director For For
4 Approve Reappointment and Remuneration of For Against Arvind Poddar as Chairman & Managing Director
Blended Rationale: A vote AGAINST this resolution is warranted due to the following concerns:- The board has significant discretion over the potential quantum of commission and annual increments which the executive is entitled to receive as part of his remuneration. As such, the pay structure remains open ended.- There are two executive directors from the promoter family on the board and their aggregate remuneration in FY2021 represents 6.3 percent of the company's net profits.- Arvind Poddar took a pay increase of 35 percent in FY2021 whereas the average increase in remuneration for wider group of employees was 9 percent.- His FY2021 pay amounted to 623 times the median employee remuneration in the company.
China Life Insurance Company Limited
Meeting Date: 06/30/2021 Country: China Meeting Type: Annual Ticker: 2628
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve 2020 Report of the Board of For For Directors
2 Approve 2020 Report of the Board of For For Supervisors
3 Approve 2020 Financial Report For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China Life Insurance Company Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Approve 2020 Profit Distribution Plan For For
5 Approve Remuneration of Directors and For For Supervisors
6 Elect Wang Bin as Director For For
7 Elect Su Hengxuan as Director For For
8 Elect Li Mingguang as Director For For
9 Elect Huang Xiumei as Director For For
10 Elect Yuan Changqing as Director For Against
Blended Rationale: A vote AGAINST Changqing Yuan is warranted for failing to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation.In the absence of any significant issues concerning other nominees, a vote FOR their election is warranted.
11 Elect Wu Shaohua as Director For For
12 Elect Sheng Hetai as Director For For
13 Elect Wang Junhui as Director For For
14 Elect Tang Xin as Director For For
15 Elect Leung Oi-Sie Elsie as Director For For
16 Elect Lam Chi Kuen as Director For For
17 Elect Zhai Haitao as Director For For
18 Elect Jia Yuzeng as Supervisor For For
19 Elect Han Bing as Supervisor For For
20 Elect Niu Kailong as Supervisor For For
21 Approve Renewal of Liability Insurance for For For Directors, Supervisors and Senior Management
22 Approve Continued Donations to China Life For For Foundation
23 Approve PricewaterhouseCoopers Zhong Tian For For LLP as PRC Auditor and PricewaterhouseCoopers as Hong Kong Auditor and Authorize Board to Fix Their Remuneration
24 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights for H Shares
Blended Rationale: A vote AGAINST this resolution is warranted for the following:- The share issuance limit is greater than 10 percent of the relevant class of shares.- The company has not specified the discount limit. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China Traditional Chinese Medicine Holdings Co. Limited
Meeting Date: 06/30/2021 Country: Hong Kong Meeting Type: Annual Ticker: 570
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2a1 Elect Li Ru as Director For For
2a2 Elect Yang Binghua as Director For For
2a3 Elect Kui Kaipin as Director For For
2a4 Elect Li Weidong as Director For For
2b Authorize Board to Fix Remuneration of For For Directors
3 Approve Ernst & Young as Auditor and For For Authorize Board to Fix Their Remuneration
China Vanke Co., Ltd.
Meeting Date: 06/30/2021 Country: China Meeting Type: Annual Ticker: 2202
Proposal Vote Number Proposal Text Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES
1 Approve Report of the Board of Directors For For
2 Approve Report of the Supervisory Committee For For
3 Approve Annual Report For For
4 Approve KPMG Huazhen LLP and KPMG as For For Auditors and Authorize Board to Fix Their Remuneration
5 Approve Authorization of the Company and For For Its Majority-Owned Subsidiaries to Provide Financial Assistance to Third Parties
6 Approve Authorization of Guarantee by the For Against Company to Its Majority-Owned Subsidiaries
Blended Rationale: A vote AGAINST this resolution is warranted as the company has failed to disclose pertinent details regarding this proposal. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
China Vanke Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7 Approve Purchase of Liability Insurance for For For Directors, Supervisors and Senior Management
8 Elect Huang Liping as Director For For
9 Approve Dividend Distribution Plan For For
10 Approve Scrip Dividend Scheme for H Shares For For
11 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights for H Shares
Blended Rationale: A vote AGAINST this resolution is warranted for the share issuance limit is greater than 10 percent of the relevant class of shares.
12 Authorize Repurchase of Issued Share Capital For For
13 Amend Articles of Association For For
14 Amend Rules and Procedures Regarding For For General Meetings of Shareholders
15 Amend Rules and Procedures Regarding For For Meetings of Board of Directors
16 Approve Iterative Non-Property Development For For Business Co-Investment Mechanism
China Vanke Co., Ltd.
Meeting Date: 06/30/2021 Country: China Meeting Type: Special Ticker: 2202
Proposal Vote Number Proposal Text Mgmt Rec Instruction
CLASS MEETING FOR HOLDERS OF H SHARES
1 Approve Scrip Dividend Scheme for H Shares For For
2 Authorize Repurchase of Issued Share Capital For For
CrowdStrike Holdings, Inc.
Meeting Date: 06/30/2021 Country: USA Meeting Type: Annual Ticker: CRWD Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
CrowdStrike Holdings, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Roxanne S. Austin For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Gerhard Watzinger, Roxanne Austin, and Sameer Gandhi given the board's failure to remove, or subject to a reasonable sunset requirement, the dual-class capital structure, supermajority and "pop-up" supermajority vote requirements to enact certain changes to the governing documents, and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Sameer K. Gandhi For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Gerhard Watzinger, Roxanne Austin, and Sameer Gandhi given the board's failure to remove, or subject to a reasonable sunset requirement, the dual-class capital structure, supermajority and "pop-up" supermajority vote requirements to enact certain changes to the governing documents, and the classified board, each of which adversely impacts shareholder rights.
1.3 Elect Director Gerhard Watzinger For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Gerhard Watzinger, Roxanne Austin, and Sameer Gandhi given the board's failure to remove, or subject to a reasonable sunset requirement, the dual-class capital structure, supermajority and "pop-up" supermajority vote requirements to enact certain changes to the governing documents, and the classified board, each of which adversely impacts shareholder rights.
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
Blended Rationale: A vote FOR this proposal to ratify the auditor is warranted.
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. Although the CEO's annual bonus payout is no longer discretionary, target goals for his and other NEOs' annual incentive programs are undisclosed, thereby impeding an informed assessment of payouts, which were all above target. Three executives' salaries were increased to levels that exceed the CEO peer median; the high salaries have a compounding effect on target annual incentives, which are directly proportional to salary levels. In addition, each NEO's equity award was valued well above the median total pay of peer CEOs, and the awards are primarily time-based. The portion that is performance-based depends on a rigorous revenue target; however, performance is measured over only one year, while investors typically expect the majority of equity awards to be earned based on multi-year performance periods.
4 Advisory Vote on Say on Pay Frequency Three Years One Year
Blended Rationale: A vote for the adoption of an ANNUAL say-on-pay frequency is warranted. Annual say-on-pay votes are considered a best practice as they give shareholders a regular opportunity to opine on executive pay.
5 Amend Qualified Employee Stock Purchase For For Plan
Blended Rationale: A vote FOR this proposal is warranted. Although the number of shares that may become available for issuance under the plan pursuant to the share replenishment provision could result in excessive voting power dilution, implementing an additional limitation on the plan's share replenishment provision is a positive amendment.
Proposal Vote Number Proposal Text Mgmt Rec Instruction Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
CrowdStrike Holdings, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Roxanne S. Austin For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Gerhard Watzinger, Roxanne Austin, and Sameer Gandhi given the board's failure to remove, or subject to a reasonable sunset requirement, the dual-class capital structure, supermajority and "pop-up" supermajority vote requirements to enact certain changes to the governing documents, and the classified board, each of which adversely impacts shareholder rights.
1.2 Elect Director Sameer K. Gandhi For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Gerhard Watzinger, Roxanne Austin, and Sameer Gandhi given the board's failure to remove, or subject to a reasonable sunset requirement, the dual-class capital structure, supermajority and "pop-up" supermajority vote requirements to enact certain changes to the governing documents, and the classified board, each of which adversely impacts shareholder rights.
1.3 Elect Director Gerhard Watzinger For Withhold
Blended Rationale: WITHHOLD votes are warranted for director nominees Gerhard Watzinger, Roxanne Austin, and Sameer Gandhi given the board's failure to remove, or subject to a reasonable sunset requirement, the dual-class capital structure, supermajority and "pop-up" supermajority vote requirements to enact certain changes to the governing documents, and the classified board, each of which adversely impacts shareholder rights.
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. Although the CEO's annual bonus payout is no longer discretionary, target goals for his and other NEOs' annual incentive programs are undisclosed, thereby impeding an informed assessment of payouts, which were all above target. Three executives' salaries were increased to levels that exceed the CEO peer median; the high salaries have a compounding effect on target annual incentives, which are directly proportional to salary levels. In addition, each NEO's equity award was valued well above the median total pay of peer CEOs, and the awards are primarily time-based. The portion that is performance-based depends on a rigorous revenue target; however, performance is measured over only one year, while investors typically expect the majority of equity awards to be earned based on multi-year performance periods.
4 Advisory Vote on Say on Pay Frequency Three Years One Year
Blended Rationale: A vote for the adoption of an ANNUAL say-on-pay frequency is warranted. Annual say-on-pay votes are considered a best practice as they give shareholders a regular opportunity to opine on executive pay.
5 Amend Qualified Employee Stock Purchase For For Plan
Detsky Mir PJSC
Meeting Date: 06/30/2021 Country: Russia Meeting Type: Annual Ticker: DSKY
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Annual Report For For
2 Approve Financial Statements For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Detsky Mir PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Approve Allocation of Income and Dividends For For of RUB 6.07 per Share
Elect Ten Directors via Cumulative Voting
4.1 Elect Andrei Anishchenko as Director None For
Blended Rationale: Votes FOR Andrei Anishchenko, Mariia Gordon, David Roennberg, Michael Foss and Aleksandr Shevchuk (Items 4.1, 4.2, 4.7, 4.9 and 4.10) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
4.2 Elect Mariia Gordon as Director None For
Blended Rationale: Votes FOR Andrei Anishchenko, Mariia Gordon, David Roennberg, Michael Foss and Aleksandr Shevchuk (Items 4.1, 4.2, 4.7, 4.9 and 4.10) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
4.3 Elect Pavel Grachev as Director None Against
4.4 Elect Dmitrii Klenov as Director None Against
4.5 Elect Vladimir Klimanov as Director None Against
4.6 Elect Tony Maher as Director None Against
4.7 Elect David Roennberg as Director None For
Blended Rationale: Votes FOR Andrei Anishchenko, Mariia Gordon, David Roennberg, Michael Foss and Aleksandr Shevchuk (Items 4.1, 4.2, 4.7, 4.9 and 4.10) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
4.8 Elect Mikhail Stiskin as Director None Against
4.9 Elect Michael Foss as Director None For
Blended Rationale: Votes FOR Andrei Anishchenko, Mariia Gordon, David Roennberg, Michael Foss and Aleksandr Shevchuk (Items 4.1, 4.2, 4.7, 4.9 and 4.10) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
4.10 Elect Aleksandr Shevchuk as Director None For
Blended Rationale: Votes FOR Andrei Anishchenko, Mariia Gordon, David Roennberg, Michael Foss and Aleksandr Shevchuk (Items 4.1, 4.2, 4.7, 4.9 and 4.10) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
5 Approve New Edition of Charter For For
Elect Three Members of Audit Commission
6.1 Elect Iurii Vikulin as Member of Audit For For Commission
6.2 Elect Nadezhda Voskresenskaia as Member of For For Audit Commission
6.3 Elect Arkadii Suprunov as Member of Audit For For Commission
7 Ratify Deloitte & Touche CIS as Auditor For Against
Blended Rationale: A vote AGAINST the ratification of Deloitte & Touche as the company's audit firm is warranted given that the audit fees are not disclosed. As such, it cannot be determined if the non-audit fees are excessive, or not. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Detsky Mir PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Approve New Edition of Regulations on For For Remuneration of Directors
Exact Sciences Corporation
Meeting Date: 06/30/2021 Country: USA Meeting Type: Annual Ticker: EXAS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Paul Clancy For For
1.2 Elect Director Pierre Jacquet For For
1.3 Elect Director Daniel Levangie For For
2 Ratify PricewaterhouseCoopers, LLP as For For Auditors
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. Concerns are raised regarding the incentive programs. Although the bonus determinations were informed by the achievements in certain metrics, the committee retains a significant amount of discretion in payout decisions. Additionally, the CEO's FY20 equity awards were relatively large, and equity awards lack pre-set performance conditions. Further, the committee made COVID-related modifications to in-progress PSUs, which is not viewed as an appropriate reaction to pandemic-related business disruption by many investors.
Gree Electric Appliances, Inc. of Zhuhai
Meeting Date: 06/30/2021 Country: China Meeting Type: Annual Ticker: 000651
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Report of the Board of Directors For For
2 Approve Report of the Board of Supervisors For For
3 Approve Financial Report For For
4 Approve Annual Report and Summary For For
5 Approve Profit Distribution For For
6 Approve Appointment of Auditor For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Gree Electric Appliances, Inc. of Zhuhai
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7 Approve Foreign Exchange Derivatives For For Trading Business
8 Approve Use of Own Idle Funds for For Against Investment in Financial Products
Blended Rationale: A vote AGAINST is warranted because the proposed investment could expose the company to unnecessary risks.
9 Approve Daily Related Party Transactions For For
10 Approve Amendments to Articles of For Against Association, Rules and Procedures Regarding General Meetings of Shareholders and Rules and Procedures Regarding Meetings of Board of Directors
Blended Rationale: A vote AGAINST is warranted given the company has not specified the details and the provisions covered under the proposed amendments.
11 Amend Rules and Procedures Regarding For Against Meetings of Board of Supervisors
Blended Rationale: A vote AGAINST is warranted given the company has not specified the details and the provisions covered under the proposed amendments.
12 Approve Employee Share Purchase Plan For For (Draft) and Summary
13 Approve Authorization of Board to Handle All For For Related Matters
Havells India Ltd.
Meeting Date: 06/30/2021 Country: India Meeting Type: Annual Ticker: 517354
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Confirm Payment of Interim Dividend For For
3 Declare Final Dividend For For
4 Reelect Ameet Kumar Gupta as Director For For
5 Reelect Surjit Kumar Gupta as Director For For
6 Approve Price Waterhouse & Co Chartered For For Accountants LLP as Auditors and Authorize Board to Fix Their Remuneration
7 Approve Remuneration of Cost Auditors For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Havells India Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Elect Namrata Kaul as Director For For
9 Elect Ashish Bharat Ram as Director For For
10 Reelect Jalaj Ashwin Dani as Director For For
11 Reelect Upendra Kumar Sinha as Director For For
12 Reelect T. V. Mohandas Pai as Director For For
13 Reelect Puneet Bhatia as Director For For
14 Approve Reappointment and Remuneration of For For Siddhartha Pandit as Whole-time Director
Huayu Automotive Systems Co., Ltd.
Meeting Date: 06/30/2021 Country: China Meeting Type: Annual Ticker: 600741
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Report of the Board of Directors For For
2 Approve Report of the Board of Supervisors For For
3 Approve Report of the Independent Directors For For
4 Approve Financial Statements For For
5 Approve Profit Distribution For For
6 Approve Annual Report and Summary For For
7 Approve Daily Related Party Transactions For Against
Blended Rationale: A vote AGAINST is warranted since:- The proposed related-party transactions include a financial service agreement with the group finance company, which may expose the company to unnecessary risks.- There are inherent risks associated with the financial services to be provided under this proposal.
8 Approve Appointment of Financial Auditor For For
9 Approve Appointment of Internal Control For For Auditor
10 Approve Shareholder Return Plan For For
11 Approve Amendments to Articles of For For Association
12 Amend Rules and Procedures Regarding For For General Meetings of Shareholders
13 Amend Rules and Procedures Regarding For For Meetings of Board of Directors Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Huayu Automotive Systems Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
14 Amend Rules and Procedures Regarding For For Meetings of Board of Supervisors
ELECT NON-INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
15.1 Elect Chen Hong as Director For For
15.2 Elect Wang Xiaoqiu as Director For For
15.3 Elect Zhang Haitao as Director For For
15.4 Elect Zhang Weijiong as Director For For
15.5 Elect Yin Yande as Director For For
ELECT INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
16.1 Elect Yu Zhuoping as Director For For
16.2 Elect Rui Mingjie as Director For For
16.3 Elect Lyu Qiuping as Director For For
ELECT SUPERVISORS VIA CUMULATIVE VOTING
17.1 Elect Zhou Langhui as Supervisor For For
17.2 Elect Zhuang Jingxiong as Supervisor For For
Kingfisher Plc
Meeting Date: 06/30/2021 Country: United Kingdom Meeting Type: Annual Ticker: KGF
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Elect Catherine Bradley as Director For For
5 Elect Tony Buffin as Director For For
6 Re-elect Claudia Arney as Director For For
7 Re-elect Bernard Bot as Director For For
8 Re-elect Jeff Carr as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Kingfisher Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Re-elect Andrew Cosslett as Director For For
10 Re-elect Thierry Garnier as Director For For
11 Re-elect Sophie Gasperment as Director For For
12 Re-elect Rakhi Goss-Custard as Director For For
13 Reappoint Deloitte LLP as Auditors For For
14 Authorise the Audit Committee to Fix For For Remuneration of Auditors
15 Authorise UK Political Donations and For For Expenditure
16 Authorise Issue of Equity For For
17 Authorise Issue of Equity without Pre-emptive For For Rights
18 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
19 Authorise Market Purchase of Ordinary Shares For For
20 Authorise the Company to Call General For For Meeting with Two Weeks' Notice
Leclanche SA
Meeting Date: 06/30/2021 Country: Switzerland Meeting Type: Annual Ticker: LECN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Management Proposals
1.1 Accept Financial Statements and Statutory For For Reports
1.2 Approve Remuneration Report For Against
Blended Rationale: A vote AGAINST the remuneration report is warranted because:- The level of disclosure provided in the remuneration report is poor by market standards.- Awards under the LTI appear to be discretionary and vesting is not subject to any performance conditions.- Equity awards have a minimum vesting period of fewer than three years.- Caps on both short and long-term incentive remuneration are not clearly disclosed.
2 Approve Discharge of Board of Directors For For
3 Approve Treatment of Net Loss For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Leclanche SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4.1.1 Reelect Stefan Mueller as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Lluis Fargas Mas are warranted for lack of gender diversity on the board.Votes AGAINST the nominees are warranted because of the failure to establish a sufficiently independent board.
4.1.2 Reelect Toi Suen as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Lluis Fargas Mas are warranted for lack of gender diversity on the board.Votes AGAINST the nominees are warranted because of the failure to establish a sufficiently independent board.
4.1.3 Reelect Axel Maschka as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Lluis Fargas Mas are warranted for lack of gender diversity on the board.Votes AGAINST the nominees are warranted because of the failure to establish a sufficiently independent board.
4.1.4 Reelect Lluis Fargas Mas as Director For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Lluis Fargas Mas are warranted for lack of gender diversity on the board.Votes AGAINST the nominees are warranted because of the failure to establish a sufficiently independent board.
Shareholder Proposals Submitted by SEFAM
4.1.5 Reelect Benedict Fontanet as Director For Against
Blended Rationale: Votes AGAINST the proposed nominees are warranted due to the failure to establish a sufficiently independent board.
4.1.6 Reelect Tianyi Fan as Director For Against
Blended Rationale: Votes AGAINST the proposed nominees are warranted due to the failure to establish a sufficiently independent board.
4.1.7 Reelect Christophe Manset as Director For Against
Blended Rationale: Votes AGAINST the proposed nominees are warranted due to the failure to establish a sufficiently independent board.
Management Proposals
4.2 Reelect Stefan Mueller as Board Chairman For Against
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Lluis Fargas Mas are warranted for lack of gender diversity on the board.Votes AGAINST the nominees are warranted because of the failure to establish a sufficiently independent board.
4.3.1 Reappoint Lluis Fargas Mas as Member of the For Against Compensation Committee
Blended Rationale: Votes AGAINST incumbent Nominating Committee chair Lluis Fargas Mas are warranted for lack of gender diversity on the board.Votes AGAINST the nominees are warranted because of the failure to establish a sufficiently independent board.
4.3.2 Reappoint Toi Suen as Member of the For Against Compensation Committee
Blended Rationale: Votes AGAINST the nominees are warranted because of the failure to establish a sufficiently independent board. Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Leclanche SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4.3.3 Reappoint Tianyi Fan as Member of the For Against Compensation Committee
Blended Rationale: Votes AGAINST the nominees are warranted because of the failure to establish a sufficiently independent board.
5 Ratify PricewaterhouseCoopers SA as Auditors For For
6 Designate Manuel Isler as Independent Proxy For For
7 Approve Extension of CHF 6 Million Pool of For Against Capital without Preemptive Rights
Blended Rationale: Votes AGAINST the proposed authorizations are warranted because the issuance requests under Items 7 and 8, when combined, would allow for a capital increase without preemptive rights for up to 46 percent of the issued share capital.
8 Approve Creation of CHF 6 Million Pool of For Against Conditional Capital without Preemptive Rights
Blended Rationale: Votes AGAINST the proposed authorizations are warranted because the issuance requests under Items 7 and 8, when combined, would allow for a capital increase without preemptive rights for up to 46 percent of the issued share capital.
9.1 Receive Summary on Debt-to-Equity Conversion (Non-Voting)
9.2 Approve Ordinary Capital Increase via For For Conversion of Debt
10 Approve Transfer of CHF 55.1 Million from For For Capital Contribution Reserves to Cover Net Loss
11.1 Approve Remuneration of Directors in the For For Amount of CHF 600,000
11.2 Approve Remuneration of Executive For Against Committee in the Amount of CHF 4.7 Million
Blended Rationale: A vote AGAINST this proposal is warranted because the proposal represents a significant potential increase in remuneration, and the company has not provided an explanation for the proposed increase.
12 Transact Other Business (Voting) For Against
Blended Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Nomad Foods Limited
Meeting Date: 06/30/2021 Country: Virgin Isl (UK) Meeting Type: Annual Ticker: NOMD Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Nomad Foods Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Martin Ellis Franklin For For
1.2 Elect Director Noam Gottesman For For
1.3 Elect Director Ian G.H. Ashken For For
1.4 Elect Director Stefan Descheemaeker For For
1.5 Elect Director Golnar Khosrowshahi For For
1.6 Elect Director James E. Lillie For For
1.7 Elect Director Stuart M. MacFarlane For For
1.8 Elect Director Lord Myners of Truro For For
1.9 Elect Director Victoria Parry For Against
Blended Rationale: A vote AGAINST Victoria Parry is warranted for serving as a director on more than five public company boards.
1.10 Elect Director Melanie Stack For For
1.11 Elect Director Samy Zekhout For For
2 Ratify PricewaterhouseCoopers LLP as For For Auditors
Northam Platinum Ltd.
Meeting Date: 06/30/2021 Country: South Africa Meeting Type: Special Ticker: NHM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Special Resolutions
1 Approve Share Acquisitions Scheme For For
2 Approve Revocation of Special Resolution 1 if For For the Share Acquisitions Scheme is Terminated
3 Authorise Specific Repurchase of Shares from For For Zambezi Pursuant to the Share Acquisitions Scheme
4 Authorise Specific Repurchase of Shares from For For ESOP Pursuant to the Share Acquisitions Scheme Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Northam Platinum Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Approve Northam Scheme in Terms of For For Sections 114(1) and 115(2)(a) of the Companies Act
6 Approve Revocation of Special Resolution 5 if For For the Northam Scheme is Terminated
7 Approve Financial Assistance in Terms of For For Sections 44 and 45 of the Companies Act
8 Authorise Specific Issue of Subscription For For Shares to BEE Security SPV
9 Authorise Specific Repurchase of Shares from For For the BEE Trust
10 Authorise Specific Repurchase of Shares from For For Relevant Zambezi Shareholder
Ordinary Resolutions
1 Amend Northam Share Incentive Plan For Against
Blended Rationale: A vote AGAINST is considered warranted:- Although linked with the Zambezi 2015 BEE transaction, this scheme is not strictly BEE-related. The plan was created to reward senior executives for delivering the share price growth necessary to sustain the existing BEE transaction, which is now being wound down.- The amended terms would remove the requirement of proportionate vesting in the event of the early wind-up of the scheme, but defer vesting to the original maturation date in 2025.- Overall, the amendment is not considered to represent the best interests of shareholders.
2 Authorise Specific Issue of Subscription For For Shares to HDP Security SPV
3 Approve Subscriptions by Northam for For For Zambezi Ordinary Shares
4 Authorise Specific Issue of HDP SPV Share For For and BEE SPV Share
SCOR SE
Meeting Date: 06/30/2021 Country: France Meeting Type: Annual/Special Ticker: SCR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Ordinary Business
1 Approve Financial Statements and Statutory For For Reports
2 Approve Allocation of Income and Dividends For For of EUR 1.80 per Share
3 Approve Consolidated Financial Statements For For and Statutory Reports Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SCOR SE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Approve Compensation Report of Corporate For For Officers
5 Approve Compensation of Denis Kessler, For Against Chairman and CEO
Blended Rationale: A vote AGAINST this remuneration report is warranted because:- It is difficult to assess the overperformance of the qualitative performance criteria attached to the bonus.- The target setting for the solvency-based criterion is based on the lower threshold level of the Quantum Leap plan's target range, delivering a limited variability on the criterion.- The performance criteria attached to the LTIP granted are deemed to lack stringency.- There is no indication that the LTIPs will be pro-rated despite Mr. Kessler stepping down as CEO.
6 Approve Remuneration Policy of Directors For For
7 Approve Remuneration of Directors in the For For Aggregate Amount of EUR 1.775 Million
8 Approve Remuneration Policy of Denis For Against Kessler, Chairman and CEO
Blended Rationale: A vote AGAINST this remuneration policy is warranted because:- The absence of precise and explicit remuneration policy for the new CEO makes his remuneration unclear on some aspects.- The ROE performance condition attached to the LTIP remains problematic; and- The performance conditions attached to the termination package are deemed to lack stringency.
9 Reelect Denis Kessler as Director For For
10 Reelect Claude Tendil as Director For For
11 Reelect Bruno Pfister as Director For For
12 Elect Patricia Lacoste as Director For For
13 Elect Laurent Rousseau as Director For For
14 Ratify Appointment of Adrien Couret as For For Director
15 Authorize Repurchase of Up to 10 Percent of For For Issued Share Capital
Extraordinary Business
16 Authorize Capitalization of Reserves of Up to For For EUR 200 Million for Bonus Issue or Increase in Par Value
17 Authorize Issuance of Equity or Equity-Linked For For Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 588,347,051
18 Authorize Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 147,086,759
19 Approve Issuance of Equity or Equity-Linked For For Securities for up to 10 Percent of Issued Capital for Private Placements
20 Authorize Capital Increase of Up to EUR For For 147,086,759 for Future Exchange Offers Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SCOR SE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
21 Authorize Capital Increase of up to 10 Percent For For of Issued Capital for Contributions in Kind
22 Authorize Board to Increase Capital in the For For Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 17 to 19
23 Authorize Issuance of Warrants (Bons 2021 For For Contingents) without Preemptive Rights Reserved for a Category of Persons up to Aggregate Nominal Amount of EUR 300 Million Re: Contingent Capital
24 Authorize Issuance of Warrants (AOF 2021) For For without Preemptive Rights Reserved for a Category of Persons up to Aggregate Nominal Amount of EUR 300 Million Re: Ancillary Own-Fund
25 Authorize Decrease in Share Capital via For For Cancellation of Repurchased Shares
26 Authorize up to 1.5 Million Shares for Use in For For Stock Option Plans
27 Authorize Issuance of up to 3 Million Shares For For for Use in Restricted Stock Plans
28 Authorize Capital Issuances for Use in For For Employee Stock Purchase Plans
29 Set Total Limit for Capital Increase to Result For For from Issuance Requests Under Items 17-24, 26 and 28 at EUR 770,880,186
30 Amend Articles of Bylaws to Comply with For For Legal Changes
31 Amend Article 16 of Bylaws Re: Corporate For For Governance
32 Amend Article 10 of Bylaws Re: Directors For For Length of Term
33 Authorize Filing of Required Documents/Other For For Formalities
SUEZ SA
Meeting Date: 06/30/2021 Country: France Meeting Type: Annual Ticker: SEV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Ordinary Business Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
SUEZ SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements and Statutory For For Reports
2 Approve Consolidated Financial Statements For For and Statutory Reports
3 Approve Allocation of Income and Dividends For For of EUR 0.65 per Share
4 Ratify Appointment of Bertrand Meunier as For For Director
5 Ratify Appointment of Jacques Richier as For For Director
6 Ratify Appointment of Anthony R. Coscia as For For Director
7 Ratify Appointment of Philippe Petitcolin as For For Director
8 Approve Auditors' Special Report on For For Related-Party Transactions
9 Approve Compensation Report of Corporate For For Officers
10 Approve Compensation of Jean-Louis For For Chaussade, Chairman of the Board Until May 12, 2020
11 Approve Compensation of Philippe Varin, For For Chairman of the Board From May 12, 2020 Until December 31, 2020
12 Approve Compensation of Bertrand Camus, For For CEO
13 Approve Remuneration Policy of Chairman of For For the Board
14 Approve Remuneration Policy of CEO For For
15 Approve Remuneration Policy of Directors For For
16 Authorize Filing of Required Documents/Other For For Formalities
Surgutneftegas PJSC
Meeting Date: 06/30/2021 Country: Russia Meeting Type: Annual Ticker: SNGS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Annual Report For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Surgutneftegas PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve Financial Statements For For
3 Approve Allocation of Income and Dividends For For
4 Approve Remuneration of Directors For For
5 Approve Remuneration of Members of Audit For For Commission
Elect Directors by Cumulative Voting
6.1 Elect Aleksandr Agarev as Director None Against
6.2 Elect Vladimir Bogdanov as Director None Against
6.3 Elect Aleksandr Bulanov as Director None Against
6.4 Elect Ivan Dinichenko as Director None Against
6.5 Elect Valerii Egorov as Director None For
Blended Rationale: Votes FOR Valerii Egorov and Georgii Mukhamadeev (Items 6.5 and 6.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
6.6 Elect Vladimir Erokhin as Director None Against
Blended Rationale: Votes AGAINST incumbent board chair Vladimir Erokhin are warranted for lack of gender diversity on the board.
6.7 Elect Viktor Krivosheev as Director None Against
6.8 Elect Nikolai Matveev as Director None Against
6.9 Elect Georgii Mukhamadeev as Director None For
Blended Rationale: Votes FOR Valerii Egorov and Georgii Mukhamadeev (Items 6.5 and 6.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
6.10 Elect Ildus Usmanov as Director None Against
Elect Three Members of Audit Commission
7.1 Elect Valentina Musikhina as Member of Audit For For Commission
7.2 Elect Tamara Oleinik as Member of Audit For For Commission
7.3 Elect Liudmila Prishchepova as Member of For For Audit Commission
8 Ratify Auditor For Against
Blended Rationale: A vote AGAINST the ratification of Crowe Expertiza LLC as the company's audit firm is warranted given that the audit fees are not disclosed. As such, it cannot be determined if the non-audit fees are excessive, or not.
Tata Steel Limited
Meeting Date: 06/30/2021 Country: India Meeting Type: Annual Ticker: 500470 Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Tata Steel Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Standalone Financial Statements and For For Statutory Reports
2 Accept Consolidated Financial Statements and For For Statutory Reports
3 Approve Dividend For For
4 Reelect Saurabh Agrawal as Director For For
5 Approve Remuneration of Cost Auditors For For
TRATON SE
Meeting Date: 06/30/2021 Country: Germany Meeting Type: Annual Ticker: 8TRA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal Year 2020 (Non-Voting)
2 Approve Allocation of Income and Dividends For For of EUR 0.25 per Share
3 Approve Discharge of Management Board for For For Fiscal Year 2020
4 Approve Discharge of Supervisory Board for For For Fiscal Year 2020
5.1 Ratify Ernst & Young GmbH as Auditors for For For Fiscal Year 2021
5.2 Ratify Ernst & Young GmbH as Auditors for a For For Possible Review of Additional Financial Information for Fiscal Year 2022 until the Next Annual General Meeting
6 Approve Remuneration Policy For Against
Blended Rationale: A vote AGAINST this resolution is warranted because:- Under the policy, the supervisory board is authorized to grant special bonuses to executives, which falls short of market best practice standards.
7 Approve Remuneration of Supervisory Board For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
VTB Bank PJSC
Meeting Date: 06/30/2021 Country: Russia Meeting Type: Annual Ticker: VTBR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Annual Report For For
2 Approve Financial Statements For For
3 Approve Allocation of Income For For
4 Approve Allocation of Undistributed Profit For For from Previous Years
5 Approve Dividends on Common and Preferred For For Shares
6 Approve Dividends from Retained Earning For For from Previous Years
7 Approve New Edition of Regulations on For Against Remuneration of Directors
Blended Rationale: A vote AGAINST Item 7 is warranted because:- The proposed amendment to withdraw the requirement of the regular approval of the director's fees by the general meeting may lead to the decrease in the company's accountability towards the minority shareholders.- The proposal is not supported by a compelling rationale.
8 Approve Remuneration of Directors For For
9 Approve Remuneration of Members of Audit For For Commission
10 Fix Number of Directors For For
Elect 11 Directors by Cumulative Voting
11.1 Elect Tatiana Bakalchuk as Director None For
Blended Rationale: Votes FOR Tatiana Bakalchuk, Israfil Aidyn ogly Mammadov and Igor Repin (Items 11.1, 11.6 and 11.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
11.2 Elect Arthur Matthias Warnig as Director None Against
11.3 Elect Dmitrii Grigorenko as Director None Against
11.4 Elect Yves Thibault de Silguy as Director None Against
11.5 Elect Andrei Kostin as Director None Against
11.6 Elect Israfil Mammadov as Director None For
Blended Rationale: Votes FOR Tatiana Bakalchuk, Israfil Aidyn ogly Mammadov and Igor Repin (Items 11.1, 11.6 and 11.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
11.7 Elect Aleksei Moiseev as Director None Against
11.8 Elect Mikhail Motorin as Director None Against Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
VTB Bank PJSC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11.9 Elect Igor Repin as Director None For
Blended Rationale: Votes FOR Tatiana Bakalchuk, Israfil Aidyn ogly Mammadov and Igor Repin (Items 11.1, 11.6 and 11.9) are warranted because these nominees can be classified as independent, making them the most likely of all the candidates to act in all shareholders' interest.
11.10 Elect Maksim Reshetnikov as Director None Against
11.11 Elect Valerii Sidorenko as Director None Against
12 Fix Number of Audit Commission Members For For
13 Elect Members of Audit Commission For For
14 Ratify Auditor For For
15 Amend Charter For For
16 Approve New Edition of Regulations on For For Management
Ypsomed Holding AG
Meeting Date: 06/30/2021 Country: Switzerland Meeting Type: Annual Ticker: YPSN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Allocation of Income and Dividends For For of CHF 1.16 per Share
3 Approve Discharge of Board and Senior For For Management
4.1 Approve Fixed Remuneration of Directors in For For the Amount of CHF 620,000
4.2 Approve Variable Remuneration of Directors For Against in the Amount of CHF 50,666
Blended Rationale: A vote AGAINST this proposal is warranted because the company grants variable compensation to non-executive directors.
4.3 Approve Fixed Remuneration of Executive For For Committee in the Amount of CHF 3.9 Million
4.4 Approve Variable Remuneration of Executive For Against Committee in the Amount of CHF 567,887
Blended Rationale: A vote AGAINST this proposal is warranted because the company has not provided a detailed explanation for the increased variable payouts and there are also some ongoing structural and disclosure concerns.
5.1.1 Reelect Willy Michel as Director For For Vote Summary Report
Date range covered: 06/01/2021 to 06/30/2021
Ypsomed Holding AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5.1.2 Reelect Paul Fonteyne as Director For For
5.1.3 Reelect Martin Muenchbach as Director For For
5.1.4 Reelect Gilbert Achermann as Director For For
5.1.5 Elect Betuel Unaran as Director For For
5.2 Reelect Willy Michel as Board Chairman For For
5.3.1 Reappoint Paul Fonteyne as Member of the For For Compensation Committee
5.3.2 Reappoint Martin Muenchbach as Member of For For the Compensation Committee
5.3.3 Reappoint Gilbert Achermann as Member of For For the Compensation Committee
5.3.4 Appoint Betuel Unaran as Member of the For For Compensation Committee
5.4 Designate Peter Staehli as Independent Proxy For For
5.5 Ratify PricewaterhouseCoopers Ltd as For For Auditors
6.1 Approve Creation of CHF 14.2 Million Pool of For For Capital without Preemptive Rights
6.2 Amend Articles Re: Virtual AGM For Against
Blended Rationale: A precautionary vote AGAINST the proposed article amendment is warranted because it could provide for virtual-only meetings on a permanent basis, and there is no commitment that the company would return to a physical or hybrid format in more normal circumstances.
7 Transact Other Business (Voting) For Against
Blended Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.