Vote Summary Report Date Range Covered: 04/01/2015 to 06/30/2015
Total Page:16
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Reo@ Voting Report SEI U.S. Large Companies Fund All Votes Report VOTING RECORDS FROM:01/04/2015 TO: 30/06/2015 SEI U.S. Large Companies Fund All Votes Report Vote Summary Report Date range covered: 04/01/2015 to 06/30/2015 3M Company Meeting Date: 05/12/2015 Country: USA Meeting Type: Annual Ticker: MMM Primary ISIN: US88579Y1010 Primary SEDOL: 2595708 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1a Elect Director Linda G. Alvarado Mgmt For Against Voter Rationale: <p>Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.</p> 1b Elect Director Sondra L. Barbour Mgmt For For 1c Elect Director Thomas 'Tony' K. Brown Mgmt For For 1d Elect Director Vance D. Coffman Mgmt For Against Voter Rationale: <p>Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.</p> 1e Elect Director Michael L. Eskew Mgmt For For 1f Elect Director Herbert L. Henkel Mgmt For For 1g Elect Director Muhtar Kent Mgmt For For 1h Elect Director Edward M. Liddy Mgmt For Against Voter Rationale: <p>Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee failed to ensure an appropriately fresh board and should take immediate action to reduce the proportion of long standing directors and reduce the risk of entrenchment.</p> 1i Elect Director Inge G. Thulin Mgmt For For Voter Rationale: <p>The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and for preserving accountability.</p> 1j Elect Director Robert J. Ulrich Mgmt For For 2 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For For Voter Rationale: <p>The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.</p> 3 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation AbbVie Inc. Meeting Date: 05/08/2015 Country: USA Meeting Type: Annual Ticker: ABBV Primary ISIN: US00287Y1091 Primary SEDOL: B92SR70 Page 1 of 297 SEI U.S. Large Companies Fund All Votes Report Vote Summary Report Date range covered: 04/01/2015 to 06/30/2015 AbbVie Inc. Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1.1 Elect Director Roxanne S. Austin Mgmt For For 1.2 Elect Director Richard A. Gonzalez Mgmt For For Voter Rationale: <p>The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and for preserving accountability.</p> 1.3 Elect Director Glenn F. Tilton Mgmt For Withhold Voter Rationale: <p>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.</p> 2 Ratify Ernst & Young LLP as Auditors Mgmt For For 3 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation ACE Limited Meeting Date: 05/21/2015 Country: Switzerland Meeting Type: Annual Ticker: ACE Primary ISIN: CH0044328745 Primary SEDOL: B3BQMF6 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1 Accept Financial Statements and Statutory Mgmt For For Reports Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS) 2.1 Allocate Disposable Profit Mgmt For For Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--Votes FOR the allocation of income and issuance of dividends are warranted because of:* The increase in dividend; and* The payout ratio, which exceeds 30 percent. 2.2 Approve Dividend Distribution From Legal Mgmt For For Reserves Through Capital Contributions Reserve Subaccount Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--Votes FOR the allocation of income and issuance of dividends are warranted because of:* The increase in dividend; and* The payout ratio, which exceeds 30 percent. 3 Approve Discharge of Board and Senior Mgmt For For Management Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS) Page 2 of 297 SEI U.S. Large Companies Fund All Votes Report Vote Summary Report Date range covered: 04/01/2015 to 06/30/2015 ACE Limited Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 4.1 Ratify PricewaterhouseCoopers AG (Zurich) as Mgmt For For Auditors Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS) 4.2 Ratify PricewaterhouseCoopers LLP (United Mgmt For For States) as Independent Registered Accounting Firm as Auditors Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS) 4.3 Ratify BDO AG (Zurich) as Special Auditors Mgmt For For Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS) 5.1 Elect Director Evan G. Greenberg Mgmt For For Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--A vote FOR the director nominees is warranted. 5.2 Elect Director Robert M. Hernandez Mgmt For For Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--A vote FOR the director nominees is warranted. 5.3 Elect Director Michael G. Atieh Mgmt For For Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--A vote FOR the director nominees is warranted. 5.4 Elect Director Mary A. Cirillo Mgmt For For Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--A vote FOR the director nominees is warranted. 5.5 Elect Director Michael P. Connors Mgmt For For Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--A vote FOR the director nominees is warranted. 5.6 Elect Director John Edwardson Mgmt For For Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--A vote FOR the director nominees is warranted. 5.7 Elect Director Peter Menikoff Mgmt For For Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--A vote FOR the director nominees is warranted. 5.8 Elect Director Leo F. Mullin Mgmt For For Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--A vote FOR the director nominees is warranted. 5.9 Elect Director Kimberly Ross Mgmt For For Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--A vote FOR the director nominees is warranted. 5.10 Elect Director Robert Scully Mgmt For For Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--A vote FOR the director nominees is warranted. Page 3 of 297 SEI U.S. Large Companies Fund All Votes Report Vote Summary Report Date range covered: 04/01/2015 to 06/30/2015 ACE Limited Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 5.11 Elect Director Eugene B. Shanks, Jr. Mgmt For For Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--A vote FOR the director nominees is warranted. 5.12 Elect Director Theodore E. Shasta Mgmt For For Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--A vote FOR the director nominees is warranted. 5.13 Elect Director David Sidwell Mgmt For For Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--A vote FOR the director nominees is warranted. 5.14 Elect Director Olivier Steimer Mgmt For For Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--A vote FOR the director nominees is warranted. 6 Elect Evan G. Greenberg as Board Chairman Mgmt For Against Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--A vote AGAINST the election of Evan C. Greenberg as the chairman of the board is warranted given that Greenberg serves as the company's CEO. 7.1 Appoint Michael P. Connors as Member of the Mgmt For For Compensation Committee Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--Votes FOR the proposed nominees are warranted due to a lack of governance concerns and controversy surrounding the board of directors. 7.2 Appoint Mary A. Cirillo as Member of the Mgmt For For Compensation Committee Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--Votes FOR the proposed nominees are warranted due to a lack of governance concerns and controversy surrounding the board of directors. 7.3 Appoint John Edwardson as Member of the Mgmt For For Compensation Committee Voter Rationale: Swiss incorps (covered as US by ISS) : Swiss incorps (covered as US by ISS)--Votes FOR the proposed nominees are warranted due to a lack of governance concerns and controversy surrounding the board of directors.