Vote Summary Report Date Range Covered: 07/01/2020 to 09/30/2020
Total Page:16
File Type:pdf, Size:1020Kb
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes 01/07/2020 to 30/09/2020 SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020 ABIOMED, Inc. Meeting Date: 08/12/2020 Country: USA Meeting Type: Annual Ticker: ABMD Primary ISIN: US0036541003 Primary SEDOL: 2003698 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1.1 Elect Director Dorothy E. Puhy Mgmt For Withhold Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.Furthermore, this director is not sufficiently independent to serve as the independent lead director. 1.2 Elect Director Paul G. Thomas Mgmt For For 1.3 Elect Director Christopher D. Van Gorder Mgmt For For 2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: Severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Furthermore, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Moreover, incentive awards to executives should include robust performance targets that reward strong performance and drive shareholder value over a sufficiently long period of time defined as at least three years. 3 Ratify Deloitte & Touche LLP as Auditors Mgmt For For Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm. Acorda Therapeutics, Inc. Meeting Date: 08/28/2020 Country: USA Meeting Type: Special Ticker: ACOR Primary ISIN: US00484M1062 Primary SEDOL: 2925844 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1 Increase Authorized Common Stock Mgmt For For 2 Approve Reverse Stock Split Mgmt For For 3 Adjourn Meeting Mgmt For For Page 1 of 327 SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020 adidas AG Meeting Date: 08/11/2020 Country: Germany Meeting Type: Annual Ticker: ADS Primary ISIN: DE000A1EWWW0 Primary SEDOL: 4031976 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1 Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2019 (Non-Voting) 2 Approve Allocation of Income and Omission of Mgmt For For Dividends 3 Approve Discharge of Management Board for Mgmt For For Fiscal 2019 4 Approve Discharge of Supervisory Board for Mgmt For Against Fiscal 2019 Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process. 5 Amend Articles Re: Electronic Participation Mgmt For For 6 Elect Christian Klein to the Supervisory Board Mgmt For For 7 Ratify KPMG AG as Auditors for Fiscal 2020 Mgmt For Against Voter Rationale: Companies that have had the same auditor for a long period of time should consider a plan or tender process for bringing in a new auditing firm, ideally every 10 years. Advanced Disposal Services, Inc. Meeting Date: 08/25/2020 Country: USA Meeting Type: Special Ticker: ADSW Primary ISIN: US00790X1019 Primary SEDOL: BYMM8B8 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1 Approve Merger Agreement Mgmt For For 2 Advisory Vote on Golden Parachutes Mgmt For Against Voter Rationale: Severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. 3 Adjourn Meeting Mgmt For For Page 2 of 327 SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020 Advanced Drainage Systems, Inc. Meeting Date: 07/23/2020 Country: USA Meeting Type: Annual Ticker: WMS Primary ISIN: US00790R1041 Primary SEDOL: BP7RS59 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1a Elect Director D. Scott Barbour Mgmt For For 1b Elect Director Michael B. Coleman Mgmt For For 1c Elect Director Tanya D. Fratto Mgmt For For 1d Elect Director Carl A. Nelson, Jr. Mgmt For For 1e Elect Director Anesa T. Chaibi Mgmt For For 2 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation 3 Ratify Deloitte & Touche LLP as Auditors Mgmt For For 4 Declassify the Board of Directors Mgmt For For Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated. 5 Eliminate Supermajority Vote Requirement to Mgmt For For Amend Certain Provisions of the Certificate of Incorporation Voter Rationale: Board efforts to reduce supermajority provisions are appreciated, as they create artificial barriers for shareholders. Majority voting should be sufficient to change policies. AeroVironment, Inc. Meeting Date: 09/25/2020 Country: USA Meeting Type: Annual Ticker: AVAV Primary ISIN: US0080731088 Primary SEDOL: B1P5YY8 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1.1 Elect Director Catharine Merigold Mgmt For For Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. 1.2 Elect Director Wahid Nawabi Mgmt For For 1.3 Elect Director Stephen F. Page Mgmt For For Page 3 of 327 SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020 AeroVironment, Inc. Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 2 Ratify Deloitte & Touche LLP as Auditors Mgmt For For 3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: Severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Affimed NV Meeting Date: 08/04/2020 Country: Netherlands Meeting Type: Annual Ticker: AFMD Primary ISIN: NL0010872420 Primary SEDOL: BQQF5R2 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction Annual Meeting Agenda Mgmt 1 Open Meeting Mgmt 2 Receive Report of Management Board Mgmt (Non-Voting) 3 Adopt Financial Statements and Statutory Mgmt For For Reports 4 Approve Discharge of Management Board Mgmt For For 5 Approve Discharge of Supervisory Board Mgmt For For 6 Amend Remuneration Policy for Management Mgmt For Against Board Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Also, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. 7 Amend Remuneration Policy for Supervisory Mgmt For Against Board Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. 8a Reelect Adi Hoess to Management Board Mgmt For For 8b Reelect Wolfgang Fischer to Management Board Mgmt For For 8c Elect Angus Smith to Management Board Mgmt For For 8d Elect Arndt Schottelius to Management Board Mgmt For For Page 4 of 327 SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 07/01/2020 to 09/30/2020 Affimed NV Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 8e Elect Andreas Harstrick to Management Board Mgmt For For 9a Reelect Thomas Hecht to Supervisory Board Mgmt For Against Voter Rationale: The Company should put in place a policy to increase gender diversity on the board. Our expectation is that female directors should comprise at least 30% of the board.Moreover, he board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. 9b Reelect Ferdinand Verdonck to Supervisory Mgmt For For Board 9c Elect Harry Welten to Supervisory Board Mgmt For For 9d Elect Annalisa Jenkins to Supervisory Board Mgmt For For 10 Ratify KPMG N.V. as Auditors Mgmt For For 11 Approve Abolishment of Cumulative