July 2019

Sustainability and Engagement at Boston Partners Engagement Report

The Sustainability and Engagement Team (the “Team”) undertook the following engagement actions during July 2019:

Issuer Calls, Meetings and Correspondence. 1. Fox Corporation (ticker symbol FOXA): FOXA is a news and entertainment company. The Team reached out to FOXA in February following research on the company. FOXA offered to connect after the spin-off of FOX from 21st Century Fox. The Team followed up, and the FOXA investor relations team set up an introductory call to start the conversation. The Team discussed concerns such as director independence and diversity and having an independent Board Chairman.

2. Hexcel Corporation (ticker symbol HXL): HXL develops, manufactures, and markets reinforcement products, composite materials, and engineered products. The Team emailed HXL following research on the company. The Team noted concerns, such as director independence and shareholder rights. The Team encouraged HXL to provide more detailed safety and gender diversity information, as well as further information regarding supply chain management. The Team also inquired about recycling efforts and emissions. HXL’s Investor Relations representative responded to all relevant questions via email.

3. Brooks Automation, Inc. (ticker symbol BRKS): BRKS provides automation and cryogenic solutions. Representatives from BRKS reached out to the Team via email as part of its shareholder outreach program. The Team communicated that the firm supports the compensation program and sought an update on ESG matters. The Team continued to encourage BRKS to provide a corporate responsibility report in accordance with a standardized format, to provide shareholders the right to call special meetings and act by written consent, and to disclose more information regarding supplier oversight.

4. Boston Properties, Inc. (ticker symbol BXP): BXP is a real estate investment trust. An investor relations representative from BXP contacted the Team to seek feedback on the say-on-pay proposal and other matters. The Team communicated that the firm voted against two director nominees because they sit on more than three public company boards, which presents overboarding concerns. Further, Boston Partners voted against the compensation plan because the compensation committee continued the trend of lowering the portion of long-term equity that was performance-conditioned. Additionally, the annual cash bonus program remained highly discretionary, lacking sufficient transparency, while utilizing a very large number of metrics. The Team also had an in-person follow-up meeting with representatives from BXP to discuss the compensation plan. 5. Toll Brothers, Inc. (ticker symbol TOL): TOL builds luxury homes, as well as engages in own architectural, engineering, mortgage, title, security, landscape, insurance brokerage, and manufacturing operations. The Team emailed TOL following research on the company. The Team noted several governance concerns, such as director independence and shareholder rights. The Team also encouraged TOL to produce a sustainability report or provide relevant information on its website. Specifically, the Team requested more information regarding diversity in the workforce, injury rates, supplier code of conduct, environmental impact data, and relevant litigation. TOL’s Investor Relations representative sent a response letter via email.

6. PLC (ticker symbol TSCO LN): TSCO is a grocery retailer. The Team emailed TSCO following research on the company. The Team encouraged TSCO to provide information for all business segments and include additional data in the reporting, such as the number of substantiated whistleblower claims, detailed safety metrics, and employee turnover data. The Team also inquired about a Supplier Code of Conduct and the supplier due diligence program. The Team had a follow-up call with representatives from the company, during which TSCO provided more information about its supply chain management process.

7. Tullow Oil PLC (ticker symbol TLW LN): TLW LN is an oil and gas exploration and production company. The Team emailed TLW following research on the company. The Team encouraged TLW to increase the percentage of independent directors on the Board, to report employee turnover rates and employee training hours data, and to disclose supplier due diligence data. The Team also inquired about workforce engagement, communications with local populations and FPIC, contractor training on the Code of Ethical Conduct, Environmental and Social Impact Assessments, the low-carbon energy transition, and a decline in recycling rates. The Team plans to have a call with representatives from the company in August.

8. McKesson Corporation (ticker symbol MCK): MCK provides pharmaceuticals and medical supplies. MCK contacted the Team ahead of the annual general meeting to arrange an in-person discussion. MCK described recent leadership changes and the newly formed Compliance Committee. MCK noted a few directors are retiring in the next few years, two of whom are female; however, there is a phased transition to allow time to find the right candidates to join the Board. MCK explained the compensation program and how it has been simplified for FY20. MCK also addressed the two shareholders proposals, one for the disclosure of lobbying activities and expenditures and one to lower the threshold for shareholders to call special meetings to 10%. The Team communicated it would support the proposal related to shareholders’ right to call special meetings. Further, MCK discussed the state of the company’s involvement in the opioid crisis.

9. Lear Corporation (ticker symbol LEA): LEA produces automotive seating and electrical distribution systems. The Team emailed LEA in June following research on the company, and LEA offered to have a call to address our questions and concerns. LEA reported that GRI alignment is in progress. LEA is considering disclosing supplier due diligence data and highlighted its participation in the Automotive Industry Action Group (AIAG). LEA recognizes there are opportunities to be more transparent and is considering these. LEA communicated its plans to include descriptive whistleblower statistics in future reports. LEA also described the safety training program and noted future CRR reports will include a better overview of the program. LEA explained it is working to polish its internal assurance process before seeking external verification. LEA highlighted diversity on the Board and noted there are two women directors, one African American director, and one Asian director. LEA also addressed the Team’s concerns about shareholder rights and expressed they felt the company’s policies were shareholder-friendly.

10. Nutrien Ltd. (ticker symbol NTR): NTR is a fertilizer manufacturer. NTR reached out to the Team as part of an effort to engage with top shareholders on their views of ESG. NTR is conducting research to understand what investors are seeking. NTR had a set of questions to ask the Team. The Team described Boston Partners’ investment process and perspective on ESG matters.

11. DXC Technology Company (ticker symbol DXC): DXC is an information technology company. DXC reached out to the Team in advance of the annual meeting. The Team communicated that Boston Partners planned to support all the

2 proposals at this year’s meeting with the exception of the election of one director who sits on more than three public company boards.

12. GlaxoSmithKline plc (ticker symbol GSK): GSK is a pharmaceutical company. GSK commissioned Rivel Research Group to perform a study of investor and analyst views toward the company, particularly regarding ESG and corporate responsibility. The Team participated in an interview and responded to questions about GSK’s ESG program and company strategy, and how it compares to peer organizations. The Team highlighted GSK’s strong disclosure and indicated GSK performs well in the ESG space.

Correspondence from Issuers:

The Team received the following correspondence from issuers in response to the Team’s communication to such issuers.

1. Eaton Corporation plc. Eaton’s corporate secretary responded to Boston Partners’ letter of May 16, 2019. Eaton noted that Boston Partners had voted against the election of Director Sandra Pianalto because Ms. Pianalto served on more than 3 public company boards. Eaton’s position is that a director is deemed to be overboarded if the director serves on more than 5 public company boards and that Ms. Pianalto served on 4 public company boards. Eaton also noted that Boston Partners had voted against a proposal to authorize the issuance of equity without pre-emptive rights because it would exceed 10 percent of the issued shares. Eaton explained that the share amounts to be issued were solely 10 percent and not in excess of 10 percent.

2. Key Energy Services, Inc. The Chairman of the Board of Key responded to Boston Partners’ letter regarding proxy matters. Key noted that Boston Partners had voted against the election of Robert J. Saltiel because he is a non- independent director, the full board was less than majority independent and he is a member of the nominating and governance committee. Key noted that it is a controlled company under NYSE rules that permits an issuer to not have a majority of directors be independent directors and only the audit committee was required to be comprised of exclusively independent directors. Key did note that, effective May 1, 2019, Saltiel was removed from the nominating and governance committee following feedback from Institutional Shareholder Services and that the majority of the nominating and governance committee were representatives of the largest shareholder. Key also noted that the proxy materials had fully addressed Boston Partners concerns with the omnibus stock plan and the named executive officers’ compensation but would pass on Boston Partners’ comments to the Compensation Committee and invited further discussion with Key representatives on these matters.

3. PepsiCo, Inc. The Deputy General Counsel of Pepsico responded to Boston Partners’ letter supporting the appointment of an independent board chairman expressing disappointment that Boston Partners had not supported the ’ position on this issue but appreciated Boston Partners’ communication and would share Boston Partners’ comments with the Directors.

4. Booking Holdings. The Manager, Legal Services of Booking Holdings responded to Boston Partners’ letter of June 26, 2019 noting that our correspondence would be forwarded to the Nominating and Corporate Governance Committee for review.

5. Henry Schein. The Senior Vice President for Corporate & Legal Affairs, and Chief of Staff, Secretary, responded to Boston Partners letter of June 21, 2019 addressing certain votes against management at the recent annual meeting. Henry Schein noted that we had voted against the election of Director Philip A. Laskawy because he served on 4 public company boards. Henry Schein noted that Mr. Laskawy had a distinguished record and credentials and that ISS and Glass Lewis both set the overboarding threshold at 5 public company boards. Henry Schein also addressed Boston Partners’ vote against Director Bradley Sheares for failure to attend at least 75% of Board and committee meetings during 2018 noting that Dr. Sheares had exceptional attendance in all years until 2018 and had attended 7 of 8 board meetings and 71.4% of total meetings but had been traveling during March when an unusually high number of Board meetings occurred.

3 6. Union Pacific Corporation. The AVP for Investor Relations of Union Pacific responded to Boston Partners letter of June 17, 2019 outlining corporate governance concerns regarding the independence of the Board Chairman. Union Pacific noted that effective independence and oversight are currently being maintained through the Board leadership structure, utilizing a Lead Independent Director and Union Pacific’s sound corporate governance guidelines and policies and allowing the Board flexibility regarding whether to separate or combine the roles of Chairman and CEO based on the current circumstances is in the best interests of shareholders and had served Union Pacific well.

7. UMH Properties, Inc. The President and Chief Executive Officer responded to Boston Partners’ letter concerning the use of restricted stock in compensation. UMH noted that its goal was to increase stock value significantly and that granting restricted stock now was a less expensive method of rewarding executives than compensation payments after the stock had increased in value. UMH also stated that management and the Board were working toward the long-term goal of increasing dividends and share price.

8. Rosehill Resources Inc. Rosehill asked for a call with President and CEO Dave French in response to Boston Partners’ letter of June 21, 2019. A call was scheduled for August.

9. Toll Brothers. The Senior Vice President for Finance, International Development and Investor Relations responded to Boston Partners’ communication of July 9, 2019 following research on the issuer. Toll Brothers addressed its efforts on the diversity of its board and its workforce noting that it had taken concrete steps in recent years to broaden the diversity of its Board of Directors and its senior management team and had taken steps to heighten awareness at Toll Brothers of the issue of diversity. Toll Brothers also noted that it was company policy to follow all laws and regulations applicable to its operations, including environmental laws and that management continues to assess ESG- related disclosures and may provide additional information in the future.

10. NN, Inc. The VP, Treasurer & Investor Relations responded to Boston Partners’ letter of July 17, 2019 regarding item 3 of the proxy meeting of May 16th, 2019 and requesting a telephonic meeting to discuss the issue. A meeting was scheduled for August.

11. Macy’s, Inc. The Chief Legal Officer of Macy’s responded to Boston Partners’ letter of June 17, 2019 regarding a shareholder proposal at the Macy’s May 17 annual meeting requesting a report on Macy’s process for identifying and analyzing potential and actual human rights risks or operations and in its supply chain. Boston Partners had supported the shareholder proposal. The Chief Legal Officer explained that, in response to the shareholder proposal, Macy’s had published a new human rights policy document on its website, had strengthened its supplier code of conduct to address human rights requirements clearly, would include information in its upcoming sustainability report about supply chain data transparency and had engaged with the Corporate Human Rights Benchmark and provided them with full details of Macy’s practices. The Chief Legal Officer noted that Boston Partners’ letter would be shared with the Macy’s Directors.

12. Hanger, Inc. The Vice President, Treasury and Investor Services of Hanger, Inc. responded to Boston Partners’ letter of June 17, 2019 regarding approval of certain audit committee members and of the omnibus stock plan at the 2019 Hanger, Inc. annual meeting. The Vice President of Hanger provided Boston Partners with a letter to shareholders noting the recent financial accomplishments and noted that Mr. Hare, one of the Directors that Boston Partners opposed, was no longer a member of the Audit Committee. Hanger also asked for a meeting to discuss the omnibus stock plan which will be scheduled for August/September.

13. The Timken Company. The Manager-Investor Relations sent a letter date July 12, 2019 acknowledging receipt of Boston Partners’ letter regarding corporate governance at The Timken Company and requesting a call to discuss corporate governance. The call will occur in August/September.

14. Solaris Oilfield Infrastructure, Inc. The Senior Vice President for Finance and Investor Relations sent an email in response to Boston Partners’ letter regarding certain proxy matters and requesting a call to discuss Boston Partners concerns. This call will occur in August/September.

4 15. Medtronic plc. Medtronic’s Vice President of Investor Relations replied to questions the Team had sent following a review of the issuer. Medtronic described their quality control systems and risk mitigation processes, particularly regarding activity that had been the subject of regulatory actions. In addition, Medtronic confirmed that contractors are subject to its code of ethics and receive appropriate training and that contractor injuries are included in the published injury statistics. Medtronic also described its supplier oversight, noting that for fiscal year 2018, Medtronic targeted reviews of 204 suppliers and had received responses from and assessed 133 suppliers to date and noted that a third party would be used to undertake on site supplier audits beginning in fiscal year 2020.

16. Chevron Corporation. Chevron’s Corporate Secretary and Chief Governance Officer responded to Boston Partners’ letter of June 24, 2019 regarding votes related to the nomination of John Frank and Dr. Ron Sugar, the independent board chairman and special meetings. Chevron will schedule a meeting in the fall to discuss these matters with the team.

17. Movida Participacoes S.A. The Team received a reply from the Investor Relations Officer acknowledging our letter of July 2, 2019 regarding issues considered at the annual meeting.

18. Hexcel Corporation. The VP, Investor Relations responded to Boston Partners’ communication of July 1, 2019 following research on the issuer. HXL acknowledged Boston Partners’ comments regarding director independence and shareholder rights, addressed gender diversity reporting, and provided information about employee training. HXL also responded to questions about supplier audits, conflict minerals, and environmental matters such as recycling. Proxy Voting:

The Team sent a letter to the following issuers informing the issuers of Boston Partners’ proxy vote against management:

1. ACCO Brands Corporation: Voted against the company’s omnibus stock plan because the company’s three-year average burn rate exceeds three and a half percent, which Boston Partners deems excessive.

2. American International Group, Inc.: Voted against one director nominee due to overboarding concerns. Voted against the ratification of named executive officer compensation due to lack of disclosure and unmitigated pay-for- performance misalignment for the year in review. Voted to reduce the ownership threshold needed for shareholders to call a special meeting.

3. Dycom Industries, Inc.: Voted against amendments to the company’s omnibus stock plan because plan cost is excessive, and the change-in-control treatment of outstanding awards would be at the discretion of the plan administrator.

4. e.l.f. Beauty, Inc.: Withheld votes from two incumbent director nominees because the board failed 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. Additionally, there were concerns regarding the company's compensation practices.

5. Entercom Communications Corp.: Withheld votes from two incumbent compensation committee members because there is a disconnect between CEO pay and company performance and a management-say-on-pay proposal was not on the agenda.

6. JPMorgan Chase & Co.: Voted against one director nominee due to overboarding concerns. Voted against the ratification of named executive officer compensation for various reasons. Voted for an amendment to shareholders’ proxy access right that would remove the prohibition on resubmission of failed nominees in subsequent years.

7. Preferred Bank: Voted against an advisory say-on-pay vote every three years. Boston Partners supports an annual advisory say-on-pay vote. Annual say-on-pay votes provide the highest level of accountability and constructive communication by enabling the vote to correspond to the majority of the information presented in the accompanying proxy statement for the annual shareholders' meeting.

5 8. Red Lion Hotels Corporation: Voted against amendments to the company’s omnibus stock plan. The plan cost is excessive and change-in-control vesting treatment disclosure is incomplete. Further, the plan allows broad discretion to accelerate vesting and the company’s three-year average burn rate exceeds three and a half percent, which Boston Partners deems excessive.

9. Rosehill Resources Inc.: Withheld votes from incumbent director nominees because the board failed to remove, or subject to a sunset requirement, the classified board and the pop-up supermajority vote requirement to enact certain changes to the governing documents, each of which adversely impacts shareholder rights. Further, one of the director nominees serves on the compensation committee. There is a disconnect between CEO pay and company performance and a management-say-on-pay proposal is not on the agenda.

10. Xenia Hotels & Resorts, Inc.: Voted against three incumbent governance committee members because the company's governing documents restrict shareholders’ ability to amend the company by-laws. Such restrictions represent a material diminution of shareholders' rights and a material governance failure.

11. Xerox Corporation: Voted against three director nominees due to overboarding concerns. Voted against the ratification of named executive officer compensation. The compensation committee demonstrated only mixed responsiveness to investors following last year's low say-on-pay vote result. Additionally, pay program concerns arose in FY18 regarding the significant use of discretion under both short- and long-term plans. Voted to reduce the supermajority vote requirement.

12. Anworth Mortgage Asset Corp.: Voted against the ratification of named executive officer compensation. Lack of disclosure regarding the compensation arrangements between the company's executives and its external manager precluded a reasonable assessment of executive pay.

13. Cactus, Inc.: Withheld votes from two incumbent director nominees because the board failed 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. Voted against an advisory say-on-pay vote every three years; Boston Partners supports an annual advisory say-on-pay vote.

14. China Mobile Ltd.: Voted against one director nominee due to overboarding concerns. Voted against the issuance of equity or equity-linked securities without preemptive rights because the stock that could be issued represented an increase of 20 percent, which exceeds Boston Partners threshold of 10 percent. Voted against the reissuance of repurchased shares because the aggregate share issuance limit was greater than 10 percent, and the company has not specified the discount limit.

15. Georgia Capital Plc.: Voted against one director nominee due to overboarding concerns. Voted against the issuance of equity because Boston Partners believed the authorization would cause excessive dilution of shares.

16. Henry Schein, Inc.: Voted against one director nominee due to overboarding concerns. Voted against another director because he attended less than 75 percent of the scheduled board and committee meetings during the previous fiscal year without a valid excuse (e.g. illness, work on behalf of the company, service to the nation).

17. ITT Inc.: Voted against one director nominee due to overboarding concerns. Voted for the requirement that the board chairman be independent.

18. Molson Coors Brewing Company: Withheld votes from incumbent audit committee members because auditor ratification was not on the ballot.

19. PayPal Holdings, Inc.: Voted against three director nominees due to overboarding concerns. Voted against the ratification of named executive officer compensation because pay levels have steadily increased since the company became a standalone entity in 2015.

6 20. PC Connection, Inc.: Withheld votes from two non-independent director nominees because the board has not established a formal nominating committee. The company should have a formal nominating committee with clearly delineated areas of responsibility. Voted against an advisory say-on-pay frequency vote; Boston Partners supports an annual advisory say-on-pay vote.

21. Ross Stores, Inc.: Voted for the adoption of Quantitative Company-wide GHG Goals.

22. The Travelers Companies, Inc.: Voted against one director nominee due to overboarding concerns. Voted for the preparation of an employment diversity report, including EEOC data.

23. Tutor Perini Corporation: Withheld votes from 11 incumbent director nominees due to persistent CEO pay concerns that continue to go unaddressed by the board, despite eight consecutive years of failed say-on-pay proposals. The board failed to acknowledge and respond to one director’s lack of majority support in 2018. Also, one director is a non-independent member of the compensation and nominating committees. Voted against the ratification of named executive officer compensation. The compensation committee did not demonstrate sufficient responsiveness to the failed 2018 say-on-pay vote and a pay-for-performance disconnect was again identified for the year in review

24. United Continental Holdings, Inc.: Voted for an amendment to shareholders’ proxy access right that would allow a shareholder nominee to be re-nominated in subsequent years regardless of previous vote support.

25. Avast Plc.: Voted against approval of the remuneration report because the company did not provide a compelling rationale for the increases made to the remuneration package of the CFO following the board changes effective July 1, 2019. Voted against one director nominee due to overboarding concerns. Voted against the issuance of equity because Boston Partners believed the authorization would cause excessive dilution of shares.

26. Aviva plc.: Voted against the issuance of equity because Boston Partners believed the authorization would cause excessive dilution of shares.

27. Front Yard Residential Corp.: Withheld votes from two incumbent governance committee members because the company failed to provide shareholders with the ability to amend the by-laws, which constitutes a material governance failure and represents a disregard for shareholders' rights. Withheld votes from one dissident director nominee in favor of others.

28. Nelnet, Inc.: Voted against one director because she is a non-independent member of a key committee. Voted against the executive incentive bonus plan because the plan is administered by the compensation committee, which is not fully independent. Voted against the approval of a Class B Trust amendment because the proposed amendment could further perpetuate the dual-class capital structure by making it less likely that conversions of Class B shares will occur.

29. Quanta Services, Inc.: Voted against the omnibus stock plan because the plan cost is excessive and allows broad discretion to accelerate vesting.

30. Skechers U.S.A., Inc.: Withheld votes from three director nominees because there is a pay for performance disconnect and there was no say-on-pay proposal on the ballot this year. Voted for a report on plans to increase board diversity.

31. STMicroelectronics NV: Voted against restricted stock grants and a special bonus to the company’s President and CEO. Voted against one director nominee due to overboarding concerns. Voted against granting the board authority to issue shares up to 10 percent of issued capital excluding preemptive rights because the stock that could be issued exceeded Boston Partners’ threshold of 10 percent.

32. The Home Depot, Inc.: Voted to reduce the ownership threshold needed for shareholders to call a special meeting. Voted for a report on prison labor in the company’s supply chain.

7 33. The Interpublic Group of Companies, Inc.: Voted against two directors due to overboarding concerns. Voted for the requirement that the board chairman be independent.

34. TravelCenters of America LLC: Withheld votes from one director nominee because the board unilaterally adopted by-law amendments that impose restrictions on precatory shareholder proposals that far exceed existing SEC rules. Specifically, the by-laws prohibit shareholders from amending the by-laws and include provisions that erect hurdles beyond those of the SEC's Rule 14a-8 that make it more difficult for a shareholder to include any precatory proposals on the proxy ballot.

35. Fortress Transportation and Infrastructure Investors LLC: Withheld votes from two director nominees because the board failed to remove, or subject to a sunset requirement, the classified board structure which adversely impacts shareholder rights. Further, one of the two directors is the chairman of the compensation committee and say-on-pay and say-on-pay frequency proposals were not on the ballot. He also sits on more than three public company boards, which presents overboarding concerns.

36. Sberbank Russia OJSC: Voted against the ratification of the auditor because the tax advice fees are excessive, compared to audit fees, currently being 65.7 percent of the total fees received by the audit firm during the fiscal year. The excessiveness of fees also raises doubts over the independence of the auditor. Voted against several director nominees due to independence issues. Voted against the new edition of the company charter and the new edition of regulations to the supervisory board because the proposed amendments could have a negative impact on shareholders' rights; approval rights of the annual financial statements and appointment of the general manager should remain with shareholders.

37. Steve Madden, Ltd.: Voted against an increase in common stock because the number of authorized shares exceeded 50 percent of current authorized shares without a specific purpose.

38. Anton Oilfield Services Group: Voted against the issuance of equity or equity-linked securities without preemptive rights because the stock that could be issued represented an increase of 20 percent, which exceeds Boston Partners threshold of 10 percent. Voted against the reissuance of repurchased shares because the aggregate share issuance limit was greater than 10 percent, and the company did not specify the discount limit.

39. Ardmore Shipping Corporation: Withheld votes from two incumbent audit committee member director nominees because the ratification of auditors was not on the ballot for shareholder vote.

40. First Foundation Inc.: Voted against an advisory say-on-pay vote; Boston Partners supports an annual advisory say- on-pay vote.

41. Merck & Co., Inc.: Voted against two directors due to overboarding concerns. Voted for the requirement that the board chairman be independent.

42. Sensata Technologies Holding plc: Voted against two directors due to overboarding concerns. Voted against equity issuance without preemptive rights because the stock that could be issued represented an increase of 25 percent, which exceeds Boston Partners’ threshold of 10 percent.

43. WH Group Limited: Voted against one director due to overboarding concerns. Voted against the issuance of equity or equity-linked securities without preemptive rights because the stock that could be issued represented an increase of 20 percent, which exceeds Boston Partners threshold of 10 percent. Voted against the reissuance of repurchased shares because the aggregate share issuance limit was greater than 10 percent, and the company did not specify the discount limit.

44. Aerohive Networks, Inc.: Withheld votes from two director nominees because the board failed 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.

8 45. Barrett Business Services, Inc.: Voted for the adoption of shareholders’ proxy access right.

46. Bristol-Myers Squibb Company: Voted against one director nominee due to overboarding concerns. Voted for the shareholder right to act by written consent.

47. Chevron Corporation: Voted against two directors due to overboarding concerns. Voted for the requirement that the board chairman be independent. Voted to reduce the ownership threshold needed for shareholders to call a special meeting.

48. China Telecom Corporation Limited: Voted against three debenture proposals because they lacked disclosure relating to the terms and use of proceeds of the debenture issue and the potential dilution associated with the convertible bonds that could be issued under the mandate. Voted against the issuance of equity or equity-linked securities without preemptive rights because the stock that could be issued represented an increase of 20 percent, which exceeds Boston Partners threshold of 10 percent.

49. Coca-Cola European Partners Plc: Voted against directors due to independence and overboarding concerns. Voted against the issuance of equity because Boston Partners believed the authorization would cause excessive dilution of shares. Voted against adoption of new articles of association because they include a clause allowing for the appointment of alternate directors, which is not in line with recommended best practice.

50. Exxon Mobil Corporation: Voted against three director nominees due to overboarding concerns. Voted for the requirement that the board chairman be independent. Voted for amendments to the by-laws that would allow shareholders to call special meetings. Voted for disclosure of a board diversity and qualifications matrix and for a report on lobbying payments and policy.

51. MicroStrategy Incorporated: Withheld votes from one director nominee because he is not independent, and the board lacks a formal nominating committee.

52. PCTEL, Inc.: Voted against the company’s omnibus stock plan because the company’s three-year average burn rate exceeds three and a half percent, which Boston Partners deems excessive.

53. PetIQ, Inc.: Withheld votes from two incumbent director nominees because the board failed 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. Voted against the company’s omnibus stock plan because the company’s three-year average burn rate exceeds three and a half percent, which Boston Partners deems excessive.

54. Robinsons Land Corporation: Withheld votes from six director nominees because they sit on more than three public company boards, which presents overboarding concerns. Voted against other matters because details of other business were not disclosed.

55. SeaSpine Holdings Corporation: Withheld votes from three incumbent director nominees because the board failed 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.

56. Douglas Emmett, Inc.: Withheld votes from three governance committee members because the company’s by- laws restrict shareholders’ ability to amend the by-laws. The board's unilateral adoption of restrictive ownership requirements that limit shareholders' ability to use the right is an ongoing material governance failure.

57. eBay Inc.: Voted for the requirement that the board chairman be independent.

58. Facebook, Inc.: Withheld votes from three director nominees because lapses in boardroom oversight and a dysfunctional governance structure have contributed to the controversies surrounding Facebook's business model and its social media platform, which have negatively impacted Facebook's brand and reputation, and placed shareholder

9 value at risk. Additionally, the company lacks a formal nominating committee. Voted against the ratification of named executive officer compensation. Voted for an advisory say-on-pay vote annually. Voted for a recapitalization plan where all stock have equal voting rights. Voted for the requirement that the board chairman be independent. Voted for a majority vote requirement for director elections.

59. Hallmark Financial Services, Inc.: Withheld votes from three audit committee members because the ratification of auditors was not on the ballot for shareholder vote.

60. Knight-Swift Transportation Holdings, Inc.: Voted for the declassification of the board of directors.

61. PennyMac Financial Services, Inc.: Voted against the ratification of named executive officer compensation.

62. Qurate Retail, Inc.: Withheld votes from director nominees due to overboarding concerns. Additionally, there is a disconnect between CEO pay and company performance, and a management say-on-pay proposal was not on the agenda. Withholding votes from directors was further warranted due to independence issues; non-independent members of the board are on key committees.

63. Wynn Macau Limited: Voted against two director nominees due to overboarding concerns. Voted against the issuance of equity or equity-linked securities without preemptive rights because the stock that could be issued represented an increase of 20 percent, which exceeds Boston Partners threshold of 10 percent. Voted against the reissuance of repurchased shares because the aggregate share issuance limit was greater than 10 percent, and the company did not specify the discount limit. Voted against issuance of shares under the employment ownership scheme because the directors eligible to receive awards under the scheme are involved in the administration of the scheme. Voted against a new share options scheme because the limit under the new share option scheme together with all other equity incentives exceeded 5 percent of the company's issued capital.

64. Industrial Logistics Properties Trust: Withheld votes from two director nominees because the board failed to remove, or subject to a sunset requirement, the classified board and the supermajority vote requirement to enact certain changes to the charter, each of which adversely impacts shareholder rights. Additionally, the company's governing documents prohibit shareholders from submitting binding by-law amendments. Such a prohibition on binding shareholder amendments materially diminishes shareholder rights and represents a material governance failure.

65. UnitedHealth Group Incorporated: Voted against one director nominee due to overboarding concerns. Voted for an amendment to the company’s proxy access right that would eliminate the 20-shareholder aggregation limit making proxy access available to broader coalitions of investors.

66. Adesto Technologies Corporation: Withheld votes from one director nominee because the board failed 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.

67. AstroNova, Inc.: Voted against the company’s omnibus stock plan because the company’s three-year average burn rate exceeds three and a half percent, which Boston Partners deems excessive.

68. Citrix Systems, Inc.: Voted against one director nominee due to overboarding concerns. Voted against the company’s omnibus stock plan because the company’s three-year average burn rate exceeds three and a half percent, which Boston Partners deems excessive.

69. Cognizant Technology Solutions Corporation: Voted against one director nominee due to overboarding concerns. Voted for a report on political contributions. Voted for the requirement that the board chairman be independent.

70. Ladder Capital Corp.: Withheld votes from one compensation committee member because there is a disconnect between CEO pay and company performance and a management say-on-pay proposal was not on the agenda.

10 Additionally, the board failed to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the by-laws and the classified board, each of which adversely impacts shareholder rights.

71. Comcast Corporation: Voted against one director nominee due to overboarding concerns. Voted against the ratification of named executive officer compensation. Although this is not a new practice at the company, payments are escalating each year and contribute to a pay-for-performance misalignment for the year in review. These payments are large and non-performance-based, and they are inconsistent with a pay-for-performance philosophy. Voted for the requirement that the board chairman be independent.

72. GVC Holdings Plc.: Voted against the issuance of equity because Boston Partners believed the authorization would cause excessive dilution of shares.

73. K. Wah International Holdings Limited: Voted against one director nominee due to lack of attendance at scheduled board and committee meetings and overboarding concerns. Voted against the issuance of equity or equity-linked securities without preemptive rights because the stock that could be issued represented an increase of 20 percent, which exceeds Boston Partners threshold of 10 percent. Voted against the reissuance of repurchased shares because the aggregate share issuance limit was greater than 10 percent, and the company did not specify the discount limit.

74. Kala Pharmaceuticals, Inc.: Withheld votes from two director nominees because the board failed 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.

75. Mammoth Energy Services, Inc.: Withheld votes from seven directors due to independence concerns and lack of formal audit and compensations committees. Additionally, the board failed 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.

76. Nexstar Media Group, Inc.: Voted against the ratification of named executive officer compensation. Although the compensation committee adequately addressed shareholder concerns expressed through a failed say-on-pay vote in 2018, the CEO's amended employment agreement provides for a series of guaranteed increases in salary and target bonuses over the next four fiscal years. Relatively large equity grants are also guaranteed over the next four years.

77. Prysmian SpA: Supported Slate 1 because doing so ensured that all statutory auditors would be elected through the slate election mechanism, with no uncertainty on the vote outcome. Voted for the approval of internal auditors’ remuneration. Voted against proposed deliberations due to lack of disclosure.

78. YRC Worldwide Inc.: Voted against the company’s omnibus stock plan because the company’s three-year average burn rate exceeds three and a half percent, which Boston Partners deems excessive.

79. Akebia Therapeutics, Inc.: Withheld votes from one director nominee because the board failed 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.

80. Booking Holdings Inc.: Voted for amendments to the company’s proxy access right that removed the prohibition on resubmitting failed nominees in subsequent years.

81. DSP Group, Inc.: Withheld votes from two director nominees due to overboarding concerns. Voted against the company’s omnibus stock plan because the company’s three-year average burn rate exceeds three and a half percent, which Boston Partners deems excessive.

82. Ares Capital Corporation: Voted against two director nominees because the company maintains a charter that provides the board with the exclusive right to amend the company's by-laws.

11 83. Ooma, Inc.: Voted against two director nominees because the board failed 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.

84. AMC Networks Inc.: Withheld votes from three director nominees because there is a disconnect between CEO pay and company performance and a management say-on-pay proposal was not on the agenda. Additionally, two of the three director nominees sit on more than three public company boards, which presents overboarding concerns.

85. Caterpillar Inc.: Voted against two director nominees due to overboarding concerns. Voted for amendments to the company’s proxy access right that removed the prohibition on resubmitting failed nominees in subsequent years.

86. FleetCor Technologies Inc.: Voted against one compensation committee member given the insufficient response to shareholder concerns as expressed through failed say-on-pay votes. Voted against the ratification of named executive officer compensation. Voted for adoption of a clawback policy. Voted for adjustments to metrics for share buybacks.

87. Manitex International, Inc.: Withheld votes from seven director nominees because the board renewed a poison pill without shareholder approval. The adoption of a pill can lead to board entrenchment and deter legitimate offers of acquisition, which can ultimately lead to lower long-term shareholder value. The degree to which a shareholder rights plan may promote or diminish shareholder value depends on the features of the pill and company-specific circumstances. Given the potentially vital role a poison pill may have in determining the future of a company, shareholders should have the right to vote on the implementation of all new poison pills, as well as any material changes to existing pills.

88. Target Corporation: Voted against three director nominees due to overboarding concerns. Voted for amendments to the company’s proxy access right that removed the prohibition on resubmitting failed nominees in subsequent years.

89. ASGN Incorporated: Voted against the ratification of named executive officer compensation. The company granted the CEO a $5 million one-time bonus, half in equity and half in cash, that lacks performance conditions. Further, there are concerns regarding goal rigor in incentive programs.

90. Kennedy-Wilson Holdings, Inc.: Voted against the ratification of named executive officer compensation. Although a pay-for-performance misalignment for the year under review was mitigated, there are other problematic pay practices that raise concern. Specifically, the CEO's employment agreement was recently amended and includes a problematic definition of "good reason" in the CEO's severance arrangements, as well as an excessive severance basis that includes the value of annual equity-based compensation. Voted against the company’s omnibus stock plan because the company’s three-year average burn rate exceeds three and a half percent, which Boston Partners deems excessive.

91. Tesco Plc.: Voted against one director nominee due to overboarding concerns. Voted against the issuance of equity because Boston Partners believed the authorization would cause excessive dilution of shares.

92. UMH Properties, Inc.: Withheld votes from one compensation committee member because there is unmitigated pay- for-performance misalignment and a management say-on-pay proposal is not on the agenda. Further, the company's governing documents prohibit shareholders’ ability to amend the by-laws.

93. CTBC Financial Holding Co. Ltd.: Voted against the release of restriction of competitive activities of newly appointed directors because there was a lack of disclosure on the pertinent details of the proposal. It was unclear what other companies the director in question will be serving on and to what extent a conflict of interest exists.

94. Fubon Financial Holding Co., Ltd: Voted against plan to raise long-term capital because the stock that could be issued represented an increase of 14.66 percent, which exceeds Boston Partners’ threshold of 10 percent.

12 95. Gazprom Neft PJSC: Voted against eleven director nominees because none of the candidates could be classified as independent, and the resulting board profile would lack sufficient independence if the proposed nominees were approved. Voted against director remuneration because the non-executive remuneration is performance based, in deviation of local market best practices, and the overall level of remuneration is considered excessive relative to relevant market peers.

96. Montage Resources Corporation: Withheld votes from two compensation committee members. Annual incentive awards are determined in an entirely discretionary manner and forward-looking performance goals are not disclosed under the long-term incentive plan. Further, a management say-on-pay proposal is not on the agenda. Withheld votes from two director nominees because they sit on more than three public company boards, which presents overboarding concerns.

97. Turtle Beach Corporation: Voted against the ratification of named executive officer compensation. Although strong company performance may justify increased compensation, the company did not disclose annual incentive goal details, making rigor impossible to determine, and long-term awards increased significantly while lacking performance criteria. Voted against the frequency of an advisory say-on-pay vote; Boston Partners supports an annual advisory say-on-pay vote. Voted against amendments to the company’s omnibus stock plan. The equity program is estimated to be dilutive and the plan allows broad discretion to accelerate vesting. Additionally, the plan cost and three-year average burn rate are excessive.

98. NXP Semiconductors NV: Voted against four director nominees due to overboarding concerns. Voted against the company’s omnibus incentive plan because non-executive directors participate in the plan, the total potential dilution exceeded 10 percent, and performance conditions were not disclosed. Voted against the repurchase of shares because the shares to be repurchased and the number of shares to be held in treasury should not exceed 10 percent of issued shares.

99. NCR Corp.: Voted against the ratification of named executive officer compensation. The new CEO received entirely time-based inducement awards of $15 million. It is preferable, from a pay-for-performance perspective, that the majority of granted equity vest upon attainment of performance goals. Additionally, short-term incentive goal weightings were not disclosed and consequently, did not provide transparency as to how payouts are derived.

100. Alphabet Inc.: Withheld votes from two compensation committee members because there is poor stewardship over the executive pay program, as evidenced by continued use of outsized time-vested equity grants and a lack of performance-conditioned compensation, and a management say-on-pay proposal was not on the agenda. Withheld votes from one director nominee due to overboarding concerns. Voted against amendments to the company’s omnibus stock plan. Voted for a recapitalization plan where all stock has equal voting rights (one vote per share). Voted for the adoption of a policy prohibiting inequitable employment practices. Voted for the establishment of a societal risk oversight committee. Voted for a report on sexual harassment policies. Voted for a majority vote requirement in director elections. Voted for a report on the company’s gender pay gap. Voted for the adoption of a compensation clawback policy.

101. Blackstone Mortgage Trust, Inc.: Withheld votes from one director nominee because he attended less than seventy- five percent of the scheduled board and committee meetings during the previous fiscal year without a valid excuse.

102. Trinseo S.A.: Voted against a share repurchase program because the repurchase authorization would be in excess of 10 percent of the issued share capital, which exceeds Boston Partners’ threshold.

103. Delta Air Lines, Inc.: Voted for the shareholder right to act by written consent.

104. HomeStreet, Inc.: Voted for the ratification of named executive officer compensation.

105. Natural Gas Services Group, Inc.: Voted against the ratification of named executive officer compensation. The compensation committee awarded discretionary bonuses to executive officers after all financial thresholds were

13 missed under the annual incentive program. Further, equity awards are not strongly performance-based and the portion of the CEO's grant, which is based on pre-set performance goals, was earned above-target for negative shareholder returns. Voted against the company’s omnibus stock plan because there is an unmitigated pay-for- performance misalignment that is driven, in part, by the company's equity usage.

106. TerraForm Power, Inc.: Voted against one director nominee because he is a member of the compensation and nominating committees but is non-independent. Voted against the ratification of named executive officer compensation. The company did not adequately disclose the compensation arrangements between some of the company's executive officers and its external manager. The lack of disclosure precludes a reasonable assessment of executive pay. Without this information, shareholders could not make a fully informed decision on this say-on-pay proposal.

107. Aon plc: Voted against one director nominee due to overboarding concerns. Voted against the company’s omnibus stock plan because the plan cost is excessive and change-in-control vesting treatment disclosure is incomplete or considered discretionary. Additionally, the plan allows broad discretion to accelerate vesting.

108. CommScope Holding Company, Inc.: Voted against the ratification of named executive officer compensation. In prior years, the performance period for performance stock units was measured annually. In FY18, the compensation committee approved a lengthened long-term incentive term for operating income performance; the term changed from one to two years. The operating income goal is set annually, however, and is identical to the short-term plan target, resulting in duplicative payouts for the year in review. Additionally, long-term incentives are majority time- based equity, which does not align compensation with the interests of shareholders given one-, three-, and five-year negative returns.

109. Tokuyama Corp.: Voted against one director nominee because Boston Partners considers him to be non- independent and he would be an audit committee member if elected. The presence of non-independent directors on key committees may diminish a committee's ability to oversee management objectively. Audit, compensation, and nominating committees should all be fully independent to ensure effective monitoring of these critical functions.

110. BGC Partners, Inc.: Withheld votes from one director nominee because he is a non-independent director and the company lacks a formal nominating committee. Withheld votes from four audit committee members because the ratification of auditors was not on the ballot for shareholder vote. Further, three of the four directors are members of the compensation committee. There is unmitigated pay-for-performance misalignment underscored by numerous poor compensation practices and a management say-on-pay proposal was not on the agenda.

111. Daiwa House Industry Co., Ltd.: Voted against one statutory auditor nominee because the nominee's affiliation with the company could compromise independence.

112. DuPont de Nemours, Inc.: Voted for the shareholder right to act by written consent.

113. Qol Holdings Co., Ltd.: Voted against three statutory auditor nominees because the nominees’ affiliation with the company could compromise independence.

114. GeoPark Limited: Voted against four director nominees because they serve as non-independent members of key board committees.

115. Lifetime Brands, Inc.: Voted against two director nominees because they serve as non-independent members of the nominating committee.

116. Matsumotokiyoshi Holdings Co., Ltd.: Voted against one director nominee because the nominee cannot be expected to fulfill the role of overseeing management effectively in the interests of shareholders considering his low attendance rate.

117. Mobile TeleSystems PJSC: Voted against five director nominees due to independence concerns.

14 118. Suzuki Motor Corp.: Voted against two director nominees because there are quality control-related compliance concerns, which came to light in recent years.

119. Takeda Pharmaceutical Co., Ltd.: Voted against one director nominee because top management is responsible for the company’s unfavorable return-on-equity performance. Voted against the approval of a trust-type compensation plan because the company failed to disclose how it specifically measures success, and shares will be transferred to recipients annually. Voted against the approval of the annual bonus. Voted for amendments to the Articles that require individual compensation disclosure for directors and that add a compensation clawback provision.

120. The Kroger Co.: Voted against two directors due to overboarding concerns. Voted for the requirement that the board chairman be independent.

121. Yandex NV: Voted against three director nominees because they are non-independent nominees and the future board composition lacked sufficient independence among its members. Voted against amendments to the 2016 equity incentive plan. Voted against the issuance of Class A shares and preference shares and the exclusion of preemptive rights from share issuances. Voted against the repurchase of up to 20 percent of issued share capital.

122. Ferroglobe PLC: Voted against the remuneration policy. The termination provisions include the payment of the three- year average bonus in lieu of notice, and potential vesting of long-term incentive program awards without time pro- rating. Additionally, retention bonuses can be made under the new framework, and these may be paid fully in cash with no performance condition attached (i.e. time based only). Voted against one director nominee because he serves as a non-independent member of the nominating committee.

123. Plantronics, Inc.: Voted against one director nominee because he attended less than 75 percent of the scheduled board and committee meetings during the previous fiscal year without a valid excuse (e.g. illness, work on behalf of the company, service to the nation).

124. Ennis, Inc.: Voted against the ratification of named executive officer compensation. Although the compensation committee adequately responded to the relatively low say-on-pay vote result in 2018 by removing problematic change-in-control provisions from certain executive agreements, other pay program concerns have resulted in a pay- for-performance misalignment for the year in review. Voted against other business because details were not disclosed.

125. VISTA OIL & GAS SA DE CV: Voted against the increase in variable share capital via issuance of Series A Shares without preemptive rights because the company did not disclose the full terms of the proposed capital increase, preventing international institutional shareholders from making an informed voting decision.

126. Group Plc: Voted against two director nominees due to overboarding concerns. Voted against the remuneration report. The number of shares awarded in June 2019 under the long-term incentive plan is significantly higher than in FY2018/19 following a material fall in share price, and the threshold level of vesting is more than 100% of salary for the CEO, which represents c. GBP 1.1 million. Voted against the issuance of equity because Boston Partners believed the authorization would cause excessive dilution of shares.

127. Zee Entertainment Enterprises Limited: Voted against one director nominee because he failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation.

128. Atrium European Real Estate Ltd.: Abstained from voting on the reelection of the Chairman because Boston Partners did not consider him to be an independent member of the board and he currently sits on the Remuneration Committee, which is not in line with UK best practice recommendations. Additionally, the board is less than a majority independent. Non-independent directors may diminish the board’s or a committee's ability to oversee management objectively. Voted against five director nominees due to independence concerns.

129. Tenaris SA: Voted against a share repurchase proposal because the authorization had no volume limit.

15 130. McKesson Corporation: Voted against the ratification of named executive officer compensation. Voted for a report on lobbying payments and policy. Voted to reduce the ownership threshold needed for shareholders to call a special meeting. Boston Partners voted the following number of proxies:

Number of meetings: 21 Number of issues: 210

Disclosure This document is not an offering of securities nor is it intended to provide investment advice. The specific securities identified and described do not represent all of the securities purchased, sold or recommended for advisory clients. It should not be assumed that investments in these securities were or will be profitable.It is intended for information purposes only.

Boston Partners | One Beacon Street, Boston, MA 02108 tel: 617-832-8200 www.boston-partners.com

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