UNITED STATES of AMERICA Before the SECURITIES and EXCHANGE COMMISSION

UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION

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I. Introduction and Nature of Proceeding

1.1. Pursuant to the Administrative Procedure Act,1 and Rule 192(a) of the Securities and Exchange Commission’s (“SEC” or “Commission”) Rules of Practice,2 the U.S. Chamber of Commerce, National Association of Corporate Directors, National Black Chamber of Commerce, American Petroleum Institute, American Insurance Association, The Latino Coalition, Financial Services Roundtable, Center on Executive Compensation, and Financial Services Forum (collectively, “Petitioners”) petition the Commission to propose an amendment to, seek public comment on, and ultimately amend, the Commission’s existing rule regarding the excludability from company proxy materials

1 5 U.S.C. §553(e) (2012).

2 17 C.F.R. §201.192(a) (2013).

of shareholder proposals previously submitted to shareholders that did not elicit meaningful shareholder support (“Resubmission Rule”).3

3 17 C.F.R. §240.14a-8(i)(12) (2013). Securities Exchange Act (“’34 Act”) Rule 14a-8 is not written the way most SEC rules are written. Rather, the Rule utilizes a question-and-answer format to set forth the circumstances in which a public company may exclude a shareholder proposal from its proxy materials. Subparagraph (i) responds to “Question 9,” inquiring under what circumstances a shareholder proposal may be excluded even if the shareholder has “complied with the procedural requirements” of Rule 14a-8. Subparagraph (12) of Subparagraph (i) deals with “Resubmissions.”

Petitioners are aware that the Commission must still respond definitively to a significant number of legislatively-mandated rulemaking directives, and have been mindful of that in fashioning this Petition. While we have no desire to impose additional burdens on the Agency, there are at least four compelling reasons for the Commission to take up this Petition immediately, and give it the careful consideration it deserves:

 The importance of the Petition’s subject matter has been recognized by the Commission itself twice within the past fifteen years or so—first, when the Commission itself proposed (but ultimately did not adopt) a significant increase in the requirements of the Resubmission Rule (see 1997 Proposing Release, infra, n. 11), and second, when the Commission issued its so-called “Proxy Plumbing” Concept Release (see generally, SEC, “Concept Release on the U.S. Proxy System,” ’34 Act Rel. No. 34-62495, 75 Fed. Reg. 42981 (July 22, 2010), available at http://www.sec.gov/rules/concept/2010/34-62495.pdf), and confirmed the need for substantially updating the entire fabric of the shareholder proposal process;

 There has been a growing crescendo of respected voices—including the Commission’s current Chair (see Chair White, The Importance of Independence, infra n.33), Commissioner Gallagher (see Comm. Gallagher, Tulane Remarks, infra n.69) (proposing an alternative Resubmission Rule for consideration), and the incumbent Chief Judge of the Delaware Supreme Court (see Chief Judge Strine, Can We Do Better by Ordinary Investors, infra n.56)—attesting to the unacceptable negative consequences for investors of the overwhelmingly verbose and often senseless assault on the ability of shareholders and portfolio managers to focus on how to manage their securities investments wisely, as well as the diversion of serious management focus away from the best interests of shareholders;

 In the last several years, since Congress’ mandatory requirement of “say-on-pay” referenda, there has been a proliferation of repetitive submissions of non- economically-oriented proposals, often by investors with trivial stakes, that have been overwhelmingly rejected by the shareholders to whom these proposals are addressed. For example, since 2011, among the Fortune 250, alone, 437 shareholder proposals relating to questions of “social policy” have been submitted. These proposals have been opposed by an average of 83.7% of votes cast, with a median opposition of 88%. See Manhattan Institute Proxy Monitor Data, available at http://proxymonitor.org/ (last visited Mar. 31, 2014); and

 The existence of a docket of matters that keeps an agency fully occupied cannot, by itself, be an acceptable basis for denying any appropriate rulemaking petition, for that argument, if given credence, would effectively nullify the statutory and constitutional right of citizens to petition agencies for the adoption, modification

1.2. Specifically, Petitioners seek amendment of the Resubmission Rule to increase significantly the percentage of favorable votes required before the company is obligated to include in its proxy materials the substance of proposals shareholders previously rejected.4 1.3. While the Commission’s Resubmission Rule requires a higher percentage of shareholder support each time a shareholder proposal dealing with “substantially the same subject matter” as another proposal or proposals is submitted to a public company one or more times within a five-year period, Petitioners believe the exclusion as presently written imposes adverse consequences on shareholders, in the form of (a) wasted shareholder resources, (b) diminished comprehension and attention of shareholders on matters of economic significance, and (c) diffused management attention better spent on more economically significant matters.

or repeal of rules, since every administrative agency presumably is fully occupied prior to the filing of any petition for rulemaking. See, e.g., Massachusetts v. EPA, 549 U.S. 497, 534 (2007) (reversing the EPA’s rejection of a rulemaking petition because the timing for such a rule was deemed by the agency to be inappropriate, as a policy matter).

4 The Commission’s Rule sets forth the percentage of favorable votes required before a public company is required to include in its proxy materials a proposal “with substantially the same subject matter as another proposal or proposals” presented in a previous year or years. 17 C.F.R. §240.14a-8(i)(12). Under the Rule as currently drafted, a shareholder proposal rejected by 97% of a company’s shareholders can be resubmitted once within the next five years (including the year following its rejection by 97% of the company’s shareholders) (Rule 14a- 8(i)(12)(i)), a shareholder proposal rejected by 97%, and then 94%, of a company’s shareholders can be re-proposed a third time within the next three years (including the year following the prior two rejections) (17 C.F.R. §14a-8(i)(12)(ii)), and a shareholder proposal rejected by 97%, then 94%, and then 90%, can still be re-proposed within the following two years (17 C.F.R. §14a- 8(i)(12)(iii)).

For purposes of determining the percentage of votes cast in favor of a proposal, the Commission only considers votes cast “For” and “Against” the proposal. See SEC, Division of Corporation Finance: Staff Legal Bulletin No. 14, Question F.4. “How do we count votes under rule 14a-8(i)(12)?” (July 13, 2001), available at http://www.sec.gov/interps/legal/cfslb14.htm. This manner of counting votes tends to exaggerate the amount of shareholder support for a proposal, since “Abstentions,” or shares represented at the meeting that are cast neither “For” nor “Against” the proposal, are not counted. A more accurate manner of characterizing shareholder support for a proposal would be to divide votes cast “For” the proposal by all votes cast, including abstentions, since abstentions are shares represented at a meeting that are cast in a manner other than “For” the proposal.

Petitioners also propose an alternative approach if the Commission ultimately decides not to amend the percentage of favorable votes required (see pp. 25-26, infra).

1.4. Because the Resubmission Rule’s current formulation compels shareholders to wade through numerous shareholder proposals that have already been viewed unfavorably by 90% or more of a company’s public shareholders,5 the Resubmission Rule effectively disserves the shareholders it seeks to protect—as has been noted frequently, the inclusion of insignificant data can make the material information shareholders need to comprehend more difficult to understand, and less likely to be read.6

II. The Resubmission Rule

2.1. Under the Commission’s Shareholder Proposal Rule, any (and, in theory, every) shareholder who has owned at least $2,000 worth of a company’s stock for one year (“Shareholder Proposal Qualifiers”) may require the company to include one shareholder proposal in the company’s proxy statement sent to all shareholders.7 2.2. ’34 Act Rule 14a-8 provides thirteen bases pursuant to which public companies may exclude proposals from their proxy materials.8 2.3. This Petition addresses ’34 Act Rule 14a-8(i)(12), the Resubmission Rule, which permits a company to exclude a shareholder proposal from its proxy soliciting materials if the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously included in the company’s proxy materials within the preceding 5 calendar years,

5 See n.4, supra.

6 See, e.g., Brendan Sheridan, Director of Financial Reporting Services, Deloitte & Touche, “Disclosure—Less Is Often More!” (2014), available at http://www.financedublin.com/sponsors/article.php?i=2.

Between 2006 and 2011, the average length of proxy statements of Dow 30 companies grew by 54%, from 46 to 71 pages. See Holly Gregory, Weil, Gotshal & Manges, LLC, “Innovations in Proxy Statements,” at p. 1 (Jul/Aug 2012), available at http://www.weil.com/files/upload/July-August2012_Opinion.pdf. This data does not include information incorporated by reference into the company’s proxy soliciting materials, and does not take account of the even larger size of these materials in the event of a proxy contest or other contested solicitation.

7 17 C.F.R. §240.14a-8(b).

8 17 C.F.R. §§240.14a-8(i)(1)-(13).

and did not receive a specified percentage of the vote on its last submission.9 2.4. The Resubmission Rule allows a company to exclude a shareholder proposal if the proposal (or one dealing with substantially the same subject matter) failed to receive the support of 3% of shareholders the last time it was voted on (if voted on once in the past five years), 6% if it was voted on twice in the past five years, and 10% if it was voted on three or more times in the past five years (“Shareholder Support Thresholds” or “Resubmission Thresholds”).10

III. Discussion

A. Purposes of the Current Resubmission Rule

3.1. The Resubmission Rule is designed, among other things to: 3.1.1. Give effect to the will of a substantial majority of shareholders with respect to proposals that do not further corporate interests or garner the interest of most company shareholders; 3.1.2. Preclude a miniscule minority of shareholders from burdening other shareholders with the inclusion of proposals that a super majority of shareholders has indicated do not further their interests and those of their company; 3.1.3. Restrict shareholder proposals to matters of common interest to a significant number of shareholders; 3.1.4. Avoid the costs and diffusion of management attention to matters lacking relevance to a large portion of a company’s shareholders; 3.1.5. Reduce the number and complexity of shareholder proposals facing the shareholders of many public companies; 3.1.6. Serve as an effective alternative to more restrictive regulations that would limit the ability of shareholders to propose shareholder resolutions for shareholder consideration; and 3.1.7. Enable shareholders to focus on matters that have a reasonable relationship to the improvement of shareholder value.

9 17 C.F.R. §14a-8(i)(12).

10 See n.4, supra.

3.2. The current Resubmission Rule sets Shareholder Support Thresholds at a level insufficient to preclude repetitive shareholder proposals that have no realistic likelihood of garnering the support or interest of a substantial number of company shareholders. 3.3. The current Resubmission Rule effectively permits the nullification of the expressed will of a substantial supermajority of company shareholders with respect to shareholder proposals that do not further corporate interests or enhance shareholder values. 3.4. At present, the Resubmission Rule enhances the likelihood that shareholders of public companies will face a profusion of repetitive shareholder proposals having little or no relevance to an overwhelming supermajority of company shareholders. 3.5. The current minimal Shareholder Proposal Qualifiers that must be satisfied before a proposal can be submitted for a shareholder vote, makes it critical that the Resubmission Rule be amended to limit the burdens placed on shareholders and their companies by having to wade through repetitive proposals of virtually no interest to an overwhelming supermajority of shareholders.11 3.6. These problems are exacerbated by the disproportionate influence of the two largest proxy advisory firms, Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”). 3.6.1. Together, ISS and Glass Lewis command approximately 97% of the market for proxy advisory firms.12 3.6.2. Given the large number of issues that come before shareholders and their fiduciaries each year, and the need to focus the time available for analysis by considering proxy advisory firms’ recommendations, support by these two firms can virtually dictate

11 As the Commission itself has noted, absent relief in the form of a recalibrated Resubmission Rule, the most logical alternative would be relief in the form of more stringent requirements for submitting shareholder proposals. See SEC, “Proposed Rule: Amendments to Rules on Shareholder Proposals,” ’34 Act Rel. No. 34-39093 (Sept. 18, 1997) (62 Fed. Reg. 50682), available at http://www.sec.gov/rules/proposed/34-39093.htm (“1997 Proposing Release”), at §III.E. (“we believe that the proposed approach is preferable to . . . increasing the eligibility criteria for initial submissions . . . .”).

12 J. Glassman & J. Verret, HOW TO FIX OUR BROKEN PROXY ADVISORY SYSTEM, at p. 8 n.4 (Mercatus Center, George Mason Univ.) (Apr. 16, 2013) (“Mercatus Paper”), available at http://mercatus.org/sites/default/files/Glassman_ProxyAdvisorySystem_04152013.pdf.

which shareholder proposals must be included in a company’s proxy soliciting materials year after year.13 3.7. As a result, these firms, individually and collectively—and whether or not a specific shareholder proposal is relevant to, or consistent with, enhancing shareholder value—have the power to cause a shareholder proposal to be deemed “sufficiently important and relevant to the company’s business,”14 and effectively empower the proponents of that proposal to resubmit it for a shareholder vote year after year. 3.8. Given the salutary purposes the Resubmission Rule is intended to serve, it should be a matter of serious concern to the Commission that the current Rule is ineffectual in achieving those goals. 3.8.1. Under the current Rule, shareholder proposals that lack even a casual relationship to the enhancement of shareholder value,15 and fail to command any meaningful shareholder support, are nonetheless required repeatedly to be placed on companies’ proxy cards. 3.8.2. Shareholder proposals directed at environmental issues illustrate the current Resubmission Rule’s failure to ensure that shareholder proposals, which repeatedly appear on corporate ballots, are “sufficiently important and relevant to the company’s business”: 3.8.2.1. Between 2005 and 2013, 420 shareholder proposals focusing on environmental issues were proposed to U.S. companies.16 3.8.2.2. Only one passed, a 2009 precatory proposal addressed to IDACORP, suggesting that the company’s Board consider adopting quantitative goals for greenhouse gas reduction.17

13 See Y. Ertimur, F. Ferri, and D. Oesch, “Shareholder Votes and Proxy Advisors: Evidence from Say on Pay,” 7th Annual Conference on Empirical Legal Studies Paper, at p. 3 (Feb. 25, 2013), (“Report on Shareholder Votes and Proxy Advisors”), available at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2019239.

14 See 1997 Proposing Release, supra n.11, at §III.E.

15 See, e.g., A. Ingraham & A. Koyfman, “Analysis of the Wealth Effects of Shareholder Proposals”—Vol. III, Navigant Consulting, at p. 13 (May 2, 2013) (“Navigant Study”), available at http://www.workforcefreedom.com/sites/default/files/Navigant%20Study%20III.pdf.

16 See FactSet Shark Repellant data (“FactSet Data”), Ex. A.

3.8.2.3. The other 419 shareholder proposals on environmental issues did not garner anything approximating significant shareholder support.18 3.8.2.4. Despite minimal support, these proposals repeatedly have been required to appear in companies’ proxy statements. 3.8.3. Proposals requesting companies to amend their labor policies provide another example of the current Resubmission Rule’s inability to protect shareholders from repetitive reconsideration of proposals previously overwhelmingly rejected: 3.8.3.1. Between 2005 and 2013, 237 labor-related shareholder proposals were submitted to U.S. companies. Only three proposals (or approximately 1% of all proposals submitted) received majority shareholder support.19 3.8.3.2. The other 234 labor-related proposals on average garnered less than 20% support (a margin of greater than 4 to 1).20 3.8.4. Nevertheless, despite rejection by shareholder supermajorities, and steadily decreasing shareholder support, the current Resubmission Rule permits proponents of these proposals to compel shareholders and companies to devote significant amounts of time and resources to issues that repeatedly fail to attract any significant shareholder support. 3.9. The current Resubmission Rule disserves the shareholders it was intended to serve. 3.9.1. Despite repeated instances of shareholder rejection of these proposals, and considerable evidence that they have no likelihood of receiving significant support, the current low Shareholder Support Thresholds force shareholders and their fiduciaries to continue to expend additional time and resources reconsidering these issues.

17 See IDACORP, Inc., Proxy Statement (DEF 14A), at p. 13 (Apr. 6, 2009), available at http://www.sec.gov/Archives/edgar/data/1057877/000118811209000880/t64788_def14a.htm.

18 On average, the remaining 419 proposals received the support of approximately 14% of votes cast. See FactSet Data, Ex. A.

19 See FactSet Data, Ex. B.

20 These proposals gained support, on average, of only 18.2% of votes cast. Id.

3.9.1.1. Shareholders and their fiduciaries expend considerable time to adequately review corporate disclosures reasonably related to the value of their investments, even before considering and voting on shareholder proposals. 3.9.1.1.1. At the SEC’s recent Proxy Advisory Firms Roundtable, institutional investor participants uniformly noted the difficulties engendered by the volume of proxy proposals presented for shareholder votes, often forcing shareholders and their fiduciaries to economize their approach to, and consideration of, proxy voting issues.21 3.9.1.1.2. The need to economize the time devoted to, or outsourcing consideration of, proxy voting issues, in whole or in part, risks the result that voting decisions may not be thoroughly considered, potentially jeopardizing fiduciaries’ ability to effectively serve the interests of the ultimate owners.22

21 See, e.g., remarks of M. Edkins, Managing Director and Global Head of Corporate Governance and Responsible Investment, BlackRock, Inc., at p. 45, SEC Proxy Advisory Services Roundtable (Dec. 5, 2013), transcript available at http://www.sec.gov/spotlight/proxy- advisory-services/proxy-advisory-services-transcript.txt (“[b]ecause so much of the voting, so many shareholder meetings are held in the second quarter of the year, we are all under time pressure, huge time pressure. There are days when we are voting 25, 30 meetings across our team”). See also remarks of J. Brown, Head of Legislative and Regulatory Affairs, Charles Schwab, id. at p. 78 (“[A]t Schwab in 2012 for the investment adviser we had 27,000 ballots and about 270,000 separate votes. Those would take an enormous amount of time for an index shop to manage if you didn't outsource that process.”).

22 See, e.g., T. Paredes, Blinded by the Light: Information Overload and its Consequences for Securities Regulation, Wash. U. L. Quarterly, at p. 3 (June 1, 2003), available at http://ssrn.com/abstract=413180.

[S]tudies show that when faced with complicated tasks that involve vast quantities of information, people tend to adopt simplifying decision strategies that require less cognitive effort but that are less accurate than more complex decision strategies. The net result of having access to more information in combination with using a less accurate decision strategy as the information load increases is often an inferior decision. In other words, people might make better decisions by bringing a more complex decision strategy to bear on less information than by bringing a simpler decision strategy to bear on more information. Borrowing Brandeis’ terminology, in addition to being a disinfectant, sunlight can also be blinding.”

See also C. Nathan, The Parallel Universes of Institutional Investing and Institutional Voting, The Harvard Law School Forum on Corporate Governance and Financial Regulation, (Apr. 6, 2010),

3.9.2. This raises the risk that more important issues, that may have an indisputable impact on companies’ bottom lines and shareholder values, could be lost in the morass of additional disclosures investors must wade through before they are able to focus on the essential issues that impact the value of their investment.23 3.9.3. Moreover, companies subject to repeated resubmissions of rejected shareholder proposals must devote senior management time and resources responding to the same (or similar) shareholder proposals year after year, potentially affecting their focus on more important considerations and issues.24

B. Prior History

3.10. In 1997, the Commission proposed, but ultimately did not adopt, an amendment to the Resubmission Rule that would have increased the current 3/6/10% Shareholder Support Thresholds to 6/15/30%.25 3.11. In deciding not to adopt its own proposal to increase Shareholder Support Thresholds, the Commission noted this proposed rule change was intended to provide shareholders and companies with a greater opportunity to decide for themselves which proposals are sufficiently important and relevant to the company’s business to justify repeated inclusion in its proxy materials.26 3.11.1. This statement in the Adopting Release contrasts with the Commission’s surprising assertion in its Proposing Release that only “[i]n some circumstances shareholders may be the best judge

available at http://blogs.law.harvard.edu/corpgov/2010/04/06/the-parallel-universes-of- institutional-investing-and-institutional-voting/.

23 Id.

24 See Navigant Study, supra n.15, at p. 7. In some cases, companies have been forced to seek judicial relief to prevent proposals by proxy, in which one proponent, who cannot meet even the minimal requirements to bring a shareholder proposal, seeks to bring a proposal on behalf of another. See n.60, infra.

25 See 1997 Proposing Release, supra n.11; SEC, “Final Rule: Amendments to Rules on Shareholder Proposals,” Securities Exchange Act Rel. No. 34-40018 (May 28, 1998), at §I, “Executive Summary,” and n.9, available at http://www.sec.gov/rules/final/34-40018.htm (“1998 Adopting Release”).

26 See 1998 Adopting Release, supra n.24.

of which rule 14a-8 proposals deserve space on the company’s proxy card.”27 3.12. Although the Commission’s 1998 Adopting Release contained a cursory cost-benefit analysis,28 the cost-benefit analysis did not: 3.23.1. Have the benefit of the series of cases decided by the U.S. Court of Appeals for the District of Columbia Circuit since 1996 that have rejected all challenged Commission rules to come before that Court;29 or

27 See 1997 Proposing Release, supra n.11, at §III.E. (emphasis supplied). This statement suggests the Commission believed that it could do a better job deciding what matters should be presented to shareholders than shareholders themselves; hardly consistent with shareholder democracy.

28 Id. at §VIII, “Cost-Benefit Analysis.” The cost-benefit analysis discussion is four paragraphs, and does not contain any empirical data or quantitative analysis. Id.

29 See, e.g., Comment, “Business Roundtable v. SEC: Rising Judicial Mistrust and the Onset of a New Era in Judicial Review of Securities Regulation,” 15 UNIV. OF PENNSYLVANIA J. BUS. L. 542, 549 (2013) (“In the twenty-one years bookended by the D.C. Circuit’s decisions in Business Roundtable I and Business Roundtable II, the SEC defended securities-related rules against challenges seven times in the same court. It lost every time.”); Bus. Roundtable and Chamber of Commerce v. SEC, 647 F.3d 1144, 1148-49 (D.C. Cir. 2011) (“Business Roundtable II”) (the Commission’s so-called proxy access rule) (“Here the Commission inconsistently and opportunistically framed the costs and benefits of the rule; failed adequately to quantify the certain costs or to explain why those costs could not be quantified; neglected to support its predictive judgments; contradicted itself; and failed to respond to substantial problems raised by commenters. For these and other reasons, its decision to apply the rule to investment companies was also arbitrary.”); Am. Equity Life Ins. Co. v. SEC, 613 F.3d 166, 178 (D.C. Cir. 2010) (overturning the SEC’s rule making fixed indexed annuities subject to federal regulation) (“The SEC could not accurately assess any potential increase or decrease in competition, however, because it did not assess the baseline level of price transparency and information disclosure under state law.”); Net Coalition v. SEC, 615 F.3d 525, 543-44 (D.C. Cir. 2010) (Commission’s approval of Exchange fees vacated and remanded because the Commission did not provide evidence to support its assumption of a competitive market for Exchange data products); Chamber of Commerce v. SEC, 412 F.3d 133, 143-44 (D.C. Cir. 2005) (“Chamber I”) (vacating the independent mutual fund chairman rule on two grounds—uncertainty in the calculation of costs cannot relieve the Commission of its responsibility to estimate, as best it can, a range of possible costs; and the Commission gave inadequate consideration to a known alternative proposal, endorsed by two dissenting Commissioners); Chamber of Commerce v. SEC, 443 F.3d 890, 908 (“Chamber II”) (D.C. Cir. 2006) (vacating the SEC’s independent mutual fund chairman rule on the ground that the Commission relied on extra-record material critical to its costs estimates, without affording the public an opportunity for comment); Goldstein v. SEC, 451 F.3d 873 (D.C. Cir. 2006) (striking down SEC rule requiring hedge fund managers to register with the Commission); Financial Planning Ass’n v. SEC, 482 F.3d 481 (D.C. Cir. 2007) (striking down the Commission’s rule exempting broker-dealers from the requirements of the Investment Advisers Act of 1940 when they receive special compensation for their services).

Even before 1996, the D.C. Court of Appeals had expressed concerns about the Commission’s failure to perform proper cost-benefit analyses. See, e.g., Timpinaro v. SEC, 2

3.23.2. Provide a cost-benefit analysis for the rules the Commission declined to adopt at that time.30 3.24. Indeed, the 1998 Adopting Release explained that the Commission decided not to require higher Shareholder Support Thresholds because “[m]any commenters from the shareholder community expressed serious concerns about this proposal.”31 In particular, the 1998 Adopting Release noted that: These commenters were concerned that the increases [in Shareholder Support Thresholds] would operate to exclude too great a percentage of proposals—particularly those focusing on social policy issues which tend to receive lower percentages of the shareholder vote.32 3.25. In offering this rationale for rejecting its own proposal, the Commission did not reference its three core mandates under the federal securities laws—protection of investors, facilitation of capital raising, and enhancing the effectiveness and efficiency of the Nation’s capital markets—or how the rejection of its own proposal would serve any, much less all, these core mandates.

F.3d 453, 458 (D.C. Cir. 1993) (feasibility of conducting a test to confirm the theoretical costs and benefits of theory underlying the SEC’s rule requires that the test be conducted).

Since 2004, the Commission has prevailed in only one case in the District of Columbia challenging the adoption of its rules—challenging the Commission’s Conflict Minerals Rule—but that case, decided by the D.C. District Court, Nat’l Ass’n of Mfrs., Chamber of Commerce, and Bus. Roundtable v. SEC, No. 13-635 (D.D.C. Jul. 23, 2013), is presently awaiting decision by the DC Court of Appeals, appeal docketed, No. 13-5252 (D.C. Cir. Aug. 18, 2013).

30 See, e.g., Am. Petroleum Inst. v. SEC, 953 F. Supp. 2d. 5, 21 (D.D.C. Jul. 2, 2013) (upholding a challenge to the Commission’s adoption of a Dodd-Frank Act rule requiring public companies engaged in extractive industries to disclose payments made to foreign governments in connection with the commercial development of oil, natural gas, or minerals), where the District Court took issue with, and found arbitrary and capricious, the Commission’s decision that it would not provide an exemption from its general rule that would substantially have reduced compliance costs (wholly apart from any statutory duty to act, “an agency decision as to exemptions must, like other [rulemaking] decisions, be the product of reasoned decisionmaking”) (emphasis supplied).

31 1998 Adopting Release, supra n.25, at §VI, “Proposals Not Adopted: Resubmission Thresholds.”

32 Id., at n.81. There was no discussion or indication in the Adopting Release of what would constitute “too great a percentage of proposals . . . focusing on social policy issues . . .” or how that benchmark had been selected.

3.26. Nor did the Commission address the fact that social policy issues—at least to the extent they are not material to investors—are not one of the Commission’s core functions, or statutory responsibilities under the federal securities laws.33 3.27. In rejecting higher Resubmission Thresholds, the Commission also did not address alternatives it had earlier acknowledged (in its Proposing Release) could be necessitated if it did not adopt its proposed higher Resubmission Thresholds—to wit, limiting the number of proposals any public company would be compelled to include in its proxy materials, or increasing Shareholder Proposal Qualifiers (length of holdings and number of shares held) to limit the number of proposals.34 3.28. In sum, the Commission neither increased Resubmission Thresholds nor pursued any alternatives it acknowledged it might be compelled to consider in the absence of an increase in Resubmission Thresholds. 3.29. In the fifteen years since the Commission eschewed higher Shareholder Support Thresholds, significant changes have arisen in the submission and voting of shareholder proposals. 3.29.1. There has been a steady trend of concentration in institutional ownership of U.S. equities and a concomitant decrease in direct ownership by retail shareholders.35 This effectively has removed corporate governance decision-making from individual shareholders, ceding that authority to institutional portfolio managers. 3.29.2. Discretionary broker voting36 on behalf of individual shareholders has diminished markedly,37 effectively increasing the impact of

33 See SEC Chair White, “The Importance of Independence” (Oct. 3, 2013), available at http://www.sec.gov/News/Speech/Detail/Speech/1370539864016#.UspgZ_aPY18. See also SEC Chair Mary Jo White, “The Path Forward on Disclosure” (Oct. 15, 2013), available at http://www.sec.gov/News/Speech/Detail/Speech/1370539878806#.UspgovaPY18.

34 1997 Proposing Release, supra n.11, at §III.E.

35 Institutional share ownership among the top 1,000 U.S. companies increased from 59.9% in 1997 to 73.0% in 2009. See M. Tonello & S. Rabimov, “The 2010 Institutional Investment Report: Trends in Asset Allocation and Portfolio Composition,” The Conference Board Research Report, at p. 27 (Nov. 11, 2010), available at http://ssrn.com/abstract=1707512.

36 Broker voting signifies votes by securities brokers for securities they hold in their own name on behalf of individual investors. In the absence of specific instructions on how to vote these securities with respect to specific issues, brokers could exercise their discretion in

institutional investors and, concomitantly, the proxy advisory firms on which they rely.38 3.29.3. Between 1986 and 1995, 80% of shareholder proposals would have been ineligible for resubmission after the third year under the 6/15/30% thresholds the Commission proposed in 1997, nearly four times the number that actually would have been rendered ineligible under the current Rule’s 3/6/10% levels.39 3.29.4. In contrast, out of 618 proposals in 2013 for which voting data was available, only eleven, or 1.8%, failed to achieve the initial minimal 3% support threshold, and only 98, or 15.8%, failed to achieve the most stringent 10% threshold.40 3.29.5. In 2013, due in large measure to support from the two dominant proxy advisory firms, shareholder proposals on issues that are not financially significant (or so-called social issues), despite overwhelming rejection by a supermajority of shareholders, nonetheless averaged more than twice as much support than

deciding how to vote. See SEC, Investor.gov Website, “Glossary,” available at https://www.investor.gov/glossary/glossary_terms/broker-vote#.Uwy4M-NdV5A.

37 On July 1, 2009, the SEC approved amendments to New York Stock Exchange (“NYSE”) Rule 452, to eliminate broker discretionary voting for the election of directors. See SEC Release No. 34-60215 (July 1, 2009), available at http://www.sec.gov/rules/sro/nyse/2009/34-60215.pdf. Discretionary broker voting on other governance issues was further reduced in 2012. See NYSE, Information Memo No. 12-4, “Application of Rule 452 to Certain Types of Corporate Governance Proposals” (Jan. 25, 2012), available at http://www.nyse.com/nysenotices/nyse/rule- changes/pdf?memo_id=12-4. Since NYSE Rule 452 applies to all brokers that are NYSE members, these changes affect all public companies, not just NYSE-listed companies. See Smith Anderson LLP, “New Limits on Broker Discretionary Voting on Corporate Governance Proposals and other Proxy Season Considerations,” at pp. 1-2 (Feb. 6, 2012), available at http://www.smithlaw.com/media/alert/7_Client%20Alert%202-6- 12%20New%20Limits%20on%20Broker%20Discretionary%20Voting.pdf.

38 See pp. 23-25, infra.

39 See Social Investment Forum, Comment Letter on Amendments to Rule on Shareholder Proposals, SEC File No. S7-25-97 (Jan. 2, 1998), available at http://www.sec.gov/rules/proposed/s72597/schueth1.htm.

40 See FactSet Data, Exs. C (proposals for which data was available) and D (proposals that failed to achieve 10% support). The data presented here does not take account of the number of times that a shareholder proposal has been presented and voted on at annual meetings within a five-year period. See supra, n.4. Therefore, it is likely that some of the 98 proposals that failed to meet the 10% support threshold were nonetheless able to be presented the following year, because the applicable Resubmission Threshold was either 3% or 6%.

required for continuous eligibility under the Commission’s current Resubmission Rule.41 3.29.6. Significantly, these social issue proposals have not seen any increase in average shareholder support since the imposition of limitations on discretionary broker voting starting in 2010,42 indicating that structural changes in proxy voting, not any broadened shareholder support for social issue proposals, is the principal cause of the degraded utility of current Resubmission Thresholds.43 3.30. These changes have further reduced the effect of the already de minimis Shareholder Proposal Qualifiers that individual (or small groups of) shareholders sponsoring proposals must satisfy. Specifically: 3.30.1. In contrast to the original purpose of the Commission’s shareholder proposal rule,44 shareholder proposals are now a central tool for shareholders seeking to advance social change agendas. In 1997, about 900 proposals were received by U.S. public companies,45 compared to a high of 1,242 submitted in 2008.46 3.30.2. After the passage of the Dodd-Frank Act, the number of shareholder proposals dropped from 2010 to 2011,47 principally

41 See FactSet Data, Ex. E.

42 Id.

43 See supra, nn.35-37.

44 Initially, the purpose behind ’34 Act Rule 14a-8 was a simple fraud concept—if a company was aware that a shareholder would raise an issue for a shareholder vote at the annual meeting, it would be fraudulent for the company to solicit discretionary proxy authority without advising shareholders of all voting issues of which the company was aware. See, e.g., Medical Committee for Human Rights v. SEC, 432 F.2d 659, 677 (D.C. Cir. 1970), vacated as moot, 404 U.S. 403 (1972); SEC Proxy Rules: Hearings on H.R. 1493, H.R. 1821, & H.R. 2019 Before the House Comm. on Interstate and For. Commerce, 78th Cong. 169-70 (1943).

45 See 1997 Proposing Release, supra n.11, at n.13 and associated text.

46 See FactSet Data, Ex. C.

47 Id. 1,109 shareholder proposals were filed in 2010, but that number fell to 811 in 2011 (given the mandatory consideration of “say-on-pay” proposals, see infra, n.49).

due to the decrease in specific “say-on-pay” proposals,48 which had previously been a major focus of shareholder proposals.49 The number of proposals has climbed since 2010.50 3.30.3. Those shareholders with social agendas now leverage electronic communications and other collective action tools to promote and proliferate shareholder proposals espousing their particular agendas. 3.30.4. One website, www.theshareholderactivist.com, proudly opines that “[s]hareholder advocacy is a participatory sport,” and candidly acknowledges that today, “investor activists . . . submit similar proposals to multiple companies to advance a larger agenda.”51 3.31. In addition to burdening shareholders with non-financial and non- material proposals they must read and then vote, the proliferation of shareholder proposals that fail to elicit meaningful shareholder support imposes direct and indirect costs on those companies receiving these repetitive proposals.

3.31.1. Costs directly incurred by companies have been estimated at $87,000 per proposal, or an aggregate of $90 million annually.52

3.31.2. But, even these figures understate the potentially more significant and unquantifiable indirect opportunity costs associated with

48 In 2010, U.S. companies became subject to periodic advisory votes on executive compensation (“say-on-pay”) on a nearly universal basis. See Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd Frank Act”), Pub. L. No. 111-203, 124 Stat. 1376, §951 (2010). This dramatically increased the already-significant workload of those responsible for proxy voting at institutional portfolio managers. See n.6, supra. As a result, institutional portfolio managers’ proxy voting operations must devote greater resources to say-on-pay votes, a high priority corporate governance issue.

49 See FactSet Data, Ex. F. Between 2010 and 2011, the number of say on pay proposals filed fell from 67 to just 3.

50 See FactSet Data, Ex. C, indicating that 928 proposals were filed at US public companies in 2013, an increase of nearly 14% in two years.

51 See Craig McGuire, “Can Anyone File a Shareholder Proposal?”, available at http://theshareholderactivist.com/shareholder-activism-spotlight/can-anyone-file-a-shareholder- proposal/ (emphasis supplied).

52 See Navigant Study, supra n.15, at p. 7.

responding to these proposals, including the management time and effort expended despite the fact that these proposals have already been rejected by supermajorities of shareholders.53

IV. Nature of Petitioners’ Interest

4.1. The U.S. Chamber of Commerce (“Chamber”) 4.1.1. The Chamber is the world’s largest business federation, representing more than 3 million businesses and organizations of every size, sector and region. 4.1.1.1. The Chamber’s Center for Capital Markets Competitiveness (“CCMC”) promotes a modern and effective regulatory structure for capital markets to function fully in the 21st Century economy. 4.1.2. To achieve this objective, CCMC’s important priority is to advance a modern and efficient corporate governance system that promotes shareholder value through effective communication between company boards of directors, management and shareholders, without enabling special interests to exploit companies’ proxy statements to advance narrow interests not shared by, and at the expense of, all shareholders. 4.2. National Association of Corporate Directors (“NACD”) 4.2.1. NACD is the recognized authority focused on advancing exemplary board leadership and establishing leading boardroom practices. Informed by more than 35 years of experience, NACD delivers insights and resources that more than 14,000 corporate director members rely upon to make sound strategic decisions and confidently confront complex business challenges. NACD provides world-class director education programs, national peer-exchange forums, and proprietary research to promote director professionalism, ultimately enhancing the economic sustainability of the enterprise and bolstering stakeholder confidence. Fostering collaboration among directors, investors, and governance stakeholders, NACD is shaping the future of board leadership. 4.3. National Black Chamber of Commerce (“NBCC”) 4.3.1. The purpose of the NBCC shall be to teach capitalism and expand

53 Id. This diversion of management time does not diminish merely because the same proposal has previously been rejected.

access to capitalization, technical support, procurement opportunities, effective networking, and sharing of information for Black owned businesses and other minority owned businesses as well as the African descendent community as a whole. The main vehicle of disseminating information concerning this purpose is through the Black chambers located throughout the United States and the entire Black Diaspora and via mass marketing. The activities are driven by a strategic plan. The NBCC is nonprofit, nonpartisan and nonsectarian and abides by the rules set forth via IRS 501(c)3 classification. 4.4. American Petroleum Institute (“API”) 4.4.1. API is a national trade association representing over 580 member companies involved in all aspects of the oil and natural gas industry. API’s members include producers, refiners, suppliers, pipeline operators, and marine transporters, as well as service and supply companies that support all segments of the industry. API’s members include numerous publicly-traded companies, several of which are among the largest public companies in the United States. 4.5. American Insurance Association (“AIA”) 4.5.1. AIA represents approximately 300 major U.S. insurance companies that provide all lines of property-casualty insurance to consumers and businesses in the United States and around the world. AIA members write more than $117 billion annually in U.S. property- casualty premiums and approximately $225 billion annually in worldwide property-casualty premiums. 4.6. The Latino Coalition (“TLC”) 4.6.1. TLC was founded in 1995 by a group of Hispanic business owners from across the country to research and develop policies relevant to Latinos. TLC is a non-profit nationwide organization with offices in Southern California, Washington, DC and Mexico. TLC addresses policy issues that directly affect the well-being of Hispanics in the United States. TLC’s agenda is to develop initiatives and partnerships that will foster economic equivalency and enhance overall business, economic and social development of Latinos. 4.6.2. TLC analyzes and reports to the public about the impact of Federal, State and local legislation, and government regulations, has on the Latino communities. TLC is a 501(c)(6) membership organization.

4.6.3. TLC has become one of the most effective national Latino groups addressing issues that directly impact Hispanic businesses and consumers through aggressive issue advocacy campaigns, legislative initiatives and endorsement. In addition, TLC surrounds our constituents with effective tools that enhance their success. 4.7. Financial Services Roundtable (“FSR”) 4.7.1. FSR represents the largest integrated financial services companies providing banking, insurance, payment and investment products and services to the American consumer. Member companies participate through the CEO and other senior executives nominated by the CEO. FSR member companies provide fuel for America's economic engine, accounting for $92.7 trillion in managed assets, $1.2 trillion in revenue, and 2.3 million jobs. 4.8. Center on Executive Compensation (“CEC”) 4.8.1. The CEC is a research and advocacy organization dedicated to a principles-based approach to executive compensation and corporate governance policy and practice. 4.8.2. The CEC is a division of HR Policy Association, which represents the chief human resource officers of over 350 large companies from a broad cross-section of industries, and the CEC’s more than 100 subscribing companies are HR Policy members. 4.8.3. In support of its mission, the CEC seeks to promote policies and practices that encourage highly customized and carefully tailored executive compensation arrangements based on sound corporate governance practices which are tailored to business strategy thereby enhancing long-term shareholder value. Consistent with that objective, it is necessary to ensure that special interest shareholders promoting a narrow subset of goals do not have the ability to exploit the proxy system inconsistent with the best interests of shareholders generally. 4.9. Financial Services Forum (“FSF” or “Forum”) 4.9.1. FSF is a non-partisan financial and economic policy organization comprising the CEOs of 18 of the largest and most diversified financial services institutions with business operations in the United States. The purpose of the Forum is to pursue policies that encourage savings and investment, promote an open and competitive global marketplace, and ensure the opportunity of

people everywhere to participate fully and productively in the 21st century global economy. 4.10. Petitioners’ Shared Interests 4.10.1. Petitioners’ specific concern with the Resubmission Rule is that, in recent years, and year-after-year, a small minority of shareholders seeks to promote causes that do not advance the financial (as opposed to political or social) interests of any shareholders, evidenced by repeated rejection of these proposals by compelling super majority percentages of public company shareholders. 4.10.2. These shareholders use public companies’ proxy statements to advance their special interests, even though the concerns reflected by their shareholder proposals are not shared by, or relevant to, the vast majority of shareholders, and do not promote or enhance shareholder value. 4.10.2.1. For example, in 2013, a shareholder proposal was submitted at financial services firm The Goldman Sachs Group, Inc., suggesting that the firm should run for elective office.54 While the company successfully vindicated its right to exclude the proposal by obtaining SEC Staff “no-action relief,” it undoubtedly incurred significant costs.55 4.10.2.2. This is but one example of the ease with which special interests may pursue frivolous or narrowly-based proposals and cause all shareholders unnecessary expense. 4.10.3. With its low Resubmission Thresholds and the absence of any meaningful requirement that a shareholder proposal already overwhelmingly rejected by shareholders receive the support of a substantial and progressively higher percentage of shareholders each time the proposal’s subject matter is resubmitted, the current iteration of the Resubmission Rule burdens the vast majority of

54 See The Goldman Sachs Group, Inc., SEC Staff No-Action Letter (Feb. 19, 2013), available at http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2013/johnharrington021913- 14a8.pdf.

55 See Navigant Study, supra n.15, at p. 7.

shareholders by permitting a miniscule minority of shareholders to compel repeated reconsiderations of the same proposals.56 4.10.4. Repeated resubmission of shareholder proposals embodying the substance of past proposals that have failed to command significant general shareholder interest diverts shareholders from considering the panoply of legitimate issues directed at preserving or promoting the financial well-being of the companies in which they have invested, wastes management time, and misallocates corporate resources. 4.10.5. Even more pernicious, this allows a minority of shareholders to demean the utility of corporate disclosure that the Commission has endeavored from its inception to promote, and transfers the locus of decisionmaking about proper subjects for shareholder consideration from shareholders, where the locus properly belongs. 4.10.6. Petitioners’ members are publicly held corporations and institutional portfolio managers that have a legitimate and legally cognizable interest in preventing the dissipation of finite corporate resources as well as management and shareholders’ attention.57

56 The Chief Judge of Delaware’s Supreme Court, Leo Strine, Jr., recently emphasized “the need to reduce the number of [proposals submitted to shareholder] votes so that good decisions can be made and unnecessary costs can be avoided,” explaining that, “[i]f stockholder input is to be useful and intelligent, it needs to be thoughtfully considered,” and stating further that it “raises the cost of capital to require corporations to spend money to address annually an unmanageable number of ballot measures that the electorate cannot responsibly consider and most investors do not consider worthy of consideration.” Hon. Leo E. Strine Jr., Can We Do Better by Ordinary Investors? A Pragmatic Reaction to the Dueling Ideological Mythologists of Corporate Law, 114 COLUMBIA L. REV. 449, 483 (2014). In short, Chief Judge Strine aptly suggested:

[I]t is counterproductive for investors to turn the corporate governance process into a constant Model U.N. where managers are repeatedly distracted by referenda on a variety of topics proposed by investors with trifling stakes. Giving managers some breathing space to do their primary job of developing and implementing profitable business plans would seem to be of great value to most ordinary investors.

Id., at p. 475.

57 See, e.g., Chamber of Commerce v. SEC, 412 F.3d 133, 138 (D.C. Cir. 2005) (“Chamber I”) (“Under our precedent, therefore, the Chamber has suffered an injury-in-fact and, because a favorable ruling would redress that injury, it has standing to sue the Commission”).

V. Purpose of the Resubmission Rule

5.1. The Commission has explained that the Resubmission Rule is crucial to avoid rendering shareholder decisions futile, and to avoid requiring companies to respond to “too many proposals of little or no relevance to their businesses.”58 5.2. The Commission has also stated that an increase in the required demonstration of shareholder support for these proposals is “preferable” to likely alternatives, such as “increasing the eligibility criteria for initial [shareholder proposals], or further restricting the types of proposals that may appear in proxy materials.”59 5.3. Unfortunately, when the Commission revised its Shareholder Proposal Rule, it neither increased the Shareholder Support Thresholds nor altered the eligibility requirements applicable to shareholders who submit shareholder proposals. 5.4. In effect, as a result of the Commission’s abandonment of its rulemaking efforts, public companies are faced with the worst of both worlds—irrelevant proposals that fail to garner meaningful shareholder support can nonetheless be compulsorily included in companies’ proxy materials repeatedly, while proponents must satisfy minimal standards to compel inclusion of their shareholder proposals. 5.4.1. In fact, companies may be forced to grapple with proposals propounded by proponents who do not even own the shares upon which the eligibility of the proposal is based; rather, in some instances, proposals have been submitted “by proxies” that could not satisfy Rule 14a-8’s minimal Shareholder Proposal Qualifiers.60

58 See 1997 Proposing Release, supra n.11, at §III.E. (The purpose of requiring progressively higher Shareholder Support Thresholds within a five-year time period is that “a proposal that has not achieved these [proposed heightened] levels of support has been fairly tested and stands no significant chance of obtaining the level of voting support required for approval.”).

59 Id.

60 See, e.g., Waste Connections, Inc. v. Chevedden, et al., Civil Action 4:13-CV-00176-KPE (S.D. Tex. June 3, 2013) (order granting summary judgment), aff’d, (5th Cir. Feb. 13, 2014) (Per Curiam Unpublished Opinion), available at http://docs.justia.com/cases/federal/appellate- courts/ca5/13-20336/502532100; KBR v. Chevedden, 478 F. App’x 213 (5th Cir. 2012) (Unpublished). See also N. Chiu, “Companies Challenge Proposals Submitted on Behalf of Shareholders,” Davis Polk Governance Briefing (Nov. 13, 2013), available at

5.5. After a proposal has appeared three times in a company’s proxy soliciting materials within a five-year period, the highest shareholder support threshold that a failed shareholder proposal must currently achieve is 10%. Moreover, as long as such a proposal continues to be rejected by 90% or fewer of a company’s shareholders, proponents can submit the same proposal year after year. 5.6. This effectively results in so-called Minoritarianism—the tyranny of a minority61—in which 10% of shareholders, motivated by concerns unrelated to enhancing shareholder value, can override the expressed will of 90% of the shareholders, indefinitely. 5.7. Exacerbating this situation is the fact that two proxy advisory firms— ISS and Glass Lewis—together control approximately 97% of the market for proxy advisory services.62 5.8. Institutional shareholders often retain proxy advisory firms to advise them in the exercise of their fiduciary duties to vote proxies for the securities portfolios they manage. Proxy advisory firms provide varied forms of assistance, including analysis and/or voting recommendations, and often manage all aspects of the proxy voting process for the investment adviser.63 5.9. Proposals that are favored by ISS may receive up to 24.7% greater support than those that do not, absent a concerted effort in opposition to the proposal.64 This means that ISS support, alone, may result in a shareholder proposal being included in a company’s proxy soliciting materials year after year, independent of any other factors, including,

http://www.davispolk.com/briefing/corporategovernance/companies-challenge-proposals- submitted-behalf-shareholders/.

61 See, e.g., J. Derbyshire, “Minoritarianism,” NATIONAL REVIEW (Jan. 29, 2002), available at http://old.nationalreview.com/derbyshire/derbyshire012902.shtml.

62 See Mercatus Paper, supra n.12.

63 See e.g., ISS, “Proxy Advisory Services,” available at http://www.issgovernance.com/proxy/advisory.

64 ISS and Glass Lewis effectively ordain an average of 24.7% and 12.9%, respectively, of the vote on shareholder proposals in many companies, in either case a large enough percentage of the vote to meet even the highest shareholder support threshold in the current Resubmission Rule. See Report on Shareholder Votes and Proxy Advisors, supra n.13.

for instance, whether the proposal would have any significant impact on the value of shareholders’ investment.65 5.10. Proposals that are favored by Glass Lewis may receive up to 12.9% greater support than those that do not, absent a concerted effort in opposition to the proposal.66 This means that Glass Lewis’ support, alone, may result in a shareholder proposal being included in a company’s proxy soliciting materials year after year, independent of any other factors, including, for instance, whether the proposal would have any significant impact on the value of shareholders’ investment in the company. 5.11. In this way, ISS’ and Glass Lewis’ influence over votes on shareholder proposals rises to a level of de facto control. 5.12. As a result, the current process does not permit shareholders collectively to determine whether a proposal is “sufficiently important and relevant to the company’s business,” but rather, concentrates that decision in the hands of a very miniscule shareholder minority, frequently motivated not by improving shareholder value, but rather motivated by the pursuit of their narrow special interests. 5.13. Worse, this tyranny of the minority is achieved only at a significant cost borne by all shareholders, aided by two proxy advisory firms that operate outside any internal or external oversight vis-à-vis shareholder proposals, and without any accountability for the positions they take, or the conflicts from which they suffer in reaching their voting advice.67

65 Even lower estimates of ISS’ influence on shareholder votes reflect that ISS recommendations, without more, carry enough influence over the outcome of voting on shareholder proposals to ensure that a proposal can achieve the 10% support that, in all cases, is sufficient to ensure that the proposal can be resubmitted the following year. See J. Copland, Proxy Monitor 2012: A Report on Corporate Governance and Shareholder Activism (Manhattan Inst. for Policy Research, 2012), at p. 3 (estimating the influence of ISS on shareholder proposals to be 15% on average) (“Proxy Monitor 2012 Report”), available at http://www.proxymonitor.org/pdf/pmr_04.pdf.

66 See Report on Shareholder Votes and Proxy Advisors, supra n.13.

67 See, e.g., In the Matter of ISS, Inv. Advisers Act. Rel. No. 3611 (May 23, 2013), available at http://www.sec.gov/litigation/admin/2013/ia-3611.pdf (Imposing a cease-and-desist order on, and making findings about, ISS for its failure to adopt and enforce appropriate internal procedures regarding employee disclosures of voting information in return for personal benefits); and see generally, SEC Proxy Advisory Services Roundtable, supra n.21.

5.14. This lack of oversight and accountability effectively enables these proxy advisory firms to function as de facto standard setters of U.S. corporate governance, and gives them great influence over the operation of the Commission’s Shareholder Proposal Rule.68

VI. Relief Requested

6.1. The Commission should formally reconsider its Resubmission Rule. 6.2. Because the existing Resubmission Rule was adopted without any meaningful cost-benefit analysis, and the amendments previously proposed were rejected without any meaningful cost-benefit analysis, the Commission should conduct a thorough cost-benefit analysis of the current Rule and the previously proposed, but unadopted, revisions thereto. 6.3. The Commission should formulate an amendment to the Resubmission Rule that would significantly increase the voting thresholds and additionally require that a shareholder proposal must gain the support of a progressively and meaningfully higher proportion of shareholder support each year that it (or one dealing with substantially the same subject matter) appears on a corporate ballot and, if either of these requirements are not met, the shareholder proposal (or one dealing with substantially the same subject matter) may be excluded from a company’s proxy materials for a period of three years.69 6.4. Alternatively, The Commission should consider the adoption of more meaningful limitations on the number of shareholder proposals that

68 See Chamber, BEST PRACTICES AND CORE PRINCIPLES FOR THE DEVELOPMENT, DISPENSATION, AND RECEIPT OF PROXY ADVICE (Mar. 2013), available at http://www.centerforcapitalmarkets.com/wp-content/uploads/2010/04/Best-Practices-and-Core- Principles-for-Proxy-Advisors.pdf. See also T. Quaadman, Letter to Hon. Mary Jo White, SEC Chair, re ISS Proposed Amendment to Benchmark Policies Regarding Mandatory Auditor Rotation (Feb. 25, 2014), available at http://www.centerforcapitalmarkets.com/wp- content/uploads/2010/04/2014-2.25-Letter-to-the-SEC-on-ISS-Proposal-for-Mandatory-Audit- Rotation.pdf.

69 We do not propose specific percentages of support, believing that the Commission should, after conducting a rigorous cost-benefit analysis, tie the percentages it selects to the conclusions it gleans from its cost-benefit analysis. The Commission’s prior proposal for increasing the Resubmission Thresholds should provide a good starting point for analysis, as would Commissioner Gallagher’s proposal for a “three strikes and you’re out” policy. See D. Gallagher, “Remarks at the 26th Annual Corporate Law Institute, Tulane University Law School: Federal Preemption of State Corporate Governance,” (Mar. 27, 2014) (“Tulane Remarks”), available at http://www.sec.gov/News/Speech/Detail/Speech/1370541315952#.UzT9Icd17Zs.

can be included in any company’s proxy materials, and reduce the availability of the shareholder proposal process to shareholders who do not have a significant stake in the corporation.70 6.5. The Commission should provide such additional or other relief that it, in its discretion, deems appropriate under the circumstances.

Respectfully Submitted,

______Tom Quaadman, Vice President Center for Capital Markets Competitiveness U.S. Chamber of Commerce

National Association of Corporate Directors National Black Chamber of Commerce American Petroleum Institute American Insurance Association The Latino Coalition Financial Services Roundtable Center on Executive Compensation Financial Services Forum

70 There are an infinite number of ways to reduce the burdens discussed supra, however, the Petitioners believe that they should leave to the Commission the consideration of how best to achieve this objective. Should the Commission prefer to receive from Petitioners a considered discussion of possible alternatives, the Petitioners will promptly supply potential options.

26 Exhibit A

For as % For as % For as % Company Name Meeting Date Proponent Shares Out Yes/No Votes Cast(1) 1 3M Company 5/10/2011 Walden Asset ‐‐‐ Management 2 Alcoa Inc. 5/8/2008 Free Enterprise 3.17% 5.16% 4.25% Action Fund

3 Alcoa Inc. 5/8/2009 Free Enterprise ‐‐‐ Action Fund

4 Allegheny Energy, Inc. 5/17/2007 25.76% 39.50% 34.75% 5 Alpha Natural Resources, Inc. 5/20/2009 New York City ‐‐‐ Pension Funds 6 Alpha Natural Resources, Inc. 5/19/2010 Unitarian ‐‐‐ Universalist Association of Congregations 7 Alpha Natural Resources, Inc. 5/19/2011 Unitarian 16.89% 27.51% 21.54% Universalist Association of Congregations 8 Alpha Natural Resources, Inc. 5/22/2013 Unitarian 7.06% 17.99% 12.62% Universalist Association of Congregations 9 Alpha Natural Resources, Inc. 5/22/2013 11.11% 26.59% 19.87%

10 Amazon.com, Inc. 6/7/2011 Calvert Asset 14.58% 20.37% 17.76% Management Co., Inc. 11 Amazon.com, Inc. 5/24/2012 Calvert Asset 14.76% 21.19% 18.45% Management Co., Inc. 12 Amazon.com, Inc. 5/23/2013 Thomas van Dyck ‐‐‐

13 Ameren Corporation 5/2/2006 4.43% 7.85% 7.10% 14 Ameren Corporation 4/24/2007 5.03% 8.87% 8.03% 15 Ameren Corporation 4/22/2008 6.38% 9.86% 8.93% 16 Ameren Corporation 4/28/2009 6.68% 10.98% 9.84% 17 Ameren Corporation 4/27/2010 4.53% 7.37% 6.77% 18 Ameren Corporation 4/21/2011 School Sisters of 31.14% 52.71% 46.54% Notre Dame, Mankato Province

19 Ameren Corporation 4/24/2012 6.15% 10.84% 9.23% 20 Ameren Corporation 4/24/2012 As You Sow 5.97% 10.53% 8.96% 21 Ameren Corporation 4/24/2012 5.89% 10.42% 8.84% 22 Ameren Corporation 4/23/2013 6.04% 11.05% 9.14% 23 Anadarko Petroleum 5/17/2011 Trillium Asset ‐‐‐ Corporation Management Corp. 24 Apple Inc. 4/27/2006 Education 5.27% 9.33% 8.22% Foundation of America 25 Apple Inc. 5/10/2007 The Educational ‐‐‐ Foundation of America

26 Apple Inc. 5/10/2007 Trillium Asset ‐‐‐ Management Corp. 27 Arch Coal, Inc. 4/24/2008 New York City ‐‐‐ Pension Funds 28 Arch Coal, Inc. 4/28/2011 New York State ‐‐‐ Common Retirement Fund

29 Arch Coal, Inc. 4/26/2012 Sisters of Saint 26.81% 44.65% 41.59% Joseph of Carondelet 30 Arch Coal, Inc. 4/25/2013 New York State ‐‐‐ Common Retirement Fund

31 Archer‐Daniels‐Midland 11/3/2011 Nathan Cummings 3.38% 5.79% 4.81% Company Foundation

32 Assurant, Inc. 5/14/2009 California State ‐‐‐ Teachers Retirement System 33 AT&T Inc. 4/27/2012 New York City ‐‐‐ Retirement Systems 34 AT&T Inc. 4/27/2012 Calvert Asset ‐‐‐ Management Co., Inc. 35 Avis Budget Group, Inc. 6/12/2009 California State 6.24% 11.79% 11.13% Teachers Retirement System 36 Avon Products, Inc. 5/5/2005 Domini Social 3.50% 4.78% 4.29% Investments LLC

37 Bank of America Corporation 4/23/2008 Trillium Asset ‐‐‐ Management Corp. 38 Bank of America Corporation 4/23/2008 Action Fund 2.16% 3.80% 3.18% Management LLC

39 Bank of America Corporation 4/28/2010 Trillium Asset ‐‐‐ Management Corp. 40 Bank of America Corporation 5/8/2013 William Barclay ‐‐‐

41 Becton, Dickinson and 1/31/2006 Domini Social 5.80% 8.72% 7.52% Company Investments LLC

42 Bed Bath & Beyond Inc. 6/29/2006 0.02% 28.74% 25.83% 43 Bed Bath & Beyond Inc. 7/10/2007 ‐‐‐ 44 Berkshire Hathaway Inc. 4/30/2011 Emily S. Coward 6.56% 10.15% 9.43% 45 Berkshire Hathaway Inc. 5/4/2013 Robert L. Berridge 5.73% 8.78% 8.15%

46 Best Buy Co, Inc. 6/25/2008 Mark Squire ‐‐‐ 47 Boston Properties, Inc. 5/15/2007 New England 22.93% 32.55% 28.23% Yearly Meeting of Friends Pooled Funds 48 Cabot Oil & Gas Corporation 4/27/2010 New York State 21.23% 35.90% 25.29% Common Retirement Fund

49 Cagle's, Inc. 7/17/2009 People for the 0.64% 0.78% 0.78% Ethical Treatment of Animals Inc. (PETA)

50 Carrizo Oil & Gas, Inc. 6/2/2011 New York State 31.40% 43.72% 36.43% Common Retirement Fund

51 Caterpillar Inc. 6/11/2008 Free Enterprise ‐‐‐ Action Fund

52 Centex Corporation 7/13/2006 Nathan Cummings 6.18% 9.02% 8.01% Foundation

53 Centex Corporation 7/10/2008 Nathan Cummings 13.33% 26.09% 16.67% Foundation

54 Chesapeake Energy 6/11/2010 Green Century 12.75% 25.40% 19.41% Corporation Equity Fund 55 Chevron Corporation 4/27/2005 Sierra Club 5.55% 8.65% 7.67% 56 Chevron Corporation 4/26/2006 Green Century 5.35% 8.66% 7.71% Capital Management, Inc.

57 Chevron Corporation 4/25/2007 Sisters of St. 5.19% 8.47% 7.31% Dominic of Caldwell New Jersey 58 Chevron Corporation 5/28/2008 Green Century 17.76% 28.61% 24.71% Capital Management, Inc.

59 Chevron Corporation 5/28/2008 The American 6.37% 10.42% 8.87% Baptist Home Mission Society

60 Chevron Corporation 5/27/2009 Green Century ‐‐‐ Capital Management, Inc.

61 Chevron Corporation 5/27/2009 Sisters of St. ‐‐‐ Dominic of Caldwell New Jersey 62 Chevron Corporation 5/26/2010 New York City 4.71% 8.56% 6.81% Pension Funds 63 Chevron Corporation 5/25/2011 AFL‐CIO Reserve ‐‐‐ Fund 64 Chevron Corporation 5/25/2011 4.85% 8.63% 7.12% 65 Chevron Corporation 5/25/2011 The Sisters of St. 22.21% 40.48% 32.59% Francis of Philadelphia 66 Chevron Corporation 5/25/2011 4.09% 7.28% 6.00% 67 Chevron Corporation 5/30/2012 James B. Hoy ‐‐‐ 68 Chevron Corporation 5/30/2012 AFL‐CIO Reserve 5.70% 8.74% 8.00% Fund 69 Chevron Corporation 5/30/2012 As You Sow 18.39% 27.91% 25.81% 70 Chevron Corporation 5/29/2013 4.81% 7.57% 6.99% 71 Chevron Corporation 5/29/2013 4.61% 7.25% 6.69% 72 Chevron Corporation 5/29/2013 18.56% 30.20% 26.96% 73 Choice Hotels International, 4/26/2013 Stephen Sacks 8.63% 9.81% 9.45% Inc. 74 Citigroup Inc. 4/22/2008 Free Enterprise 2.54% 4.90% 3.96% Action Fund

75 Citigroup Inc. 4/22/2008 Boston Common 2.02% 3.89% 3.16% Asset Management LLC

76 Citigroup Inc. 4/21/2009 Free Enterprise 2.56% 7.34% 6.21% Action Fund

77 CLECO Corporation 4/30/2010 Green Century ‐‐‐ Equity Fund 78 CMS Energy Corporation 5/21/2010 New York City 23.30% 35.10% 28.35% Pension Funds 79 CMS Energy Corporation 5/20/2011 William M. 4.58% 6.64% 5.52% Hamada Revocable Trust

80 Comcast Corporation 5/31/2012 New York City ‐‐‐ Retirement Systems 81 ConocoPhillips 5/10/2006 Green Century 17.60% 25.55% 22.36% Capital Management, Inc.

82 ConocoPhillips 5/9/2007 Catholic ‐‐‐ Healthcare West

83 ConocoPhillips 5/9/2007 Green Century 16.99% 26.73% 22.92% Capital Management, Inc.

84 ConocoPhillips 5/14/2008 Action Fund 2.31% 3.66% 3.08% Management LLC

85 ConocoPhillips 5/14/2008 New Covenant 18.43% 29.38% 24.50% Trust Co. N.A. 86 ConocoPhillips 5/14/2008 Green Century 16.83% 26.63% 22.37% Capital Management, Inc. 87 ConocoPhillips 5/14/2008 Trillium Asset 17.38% 27.48% 23.09% Management Corp. 88 ConocoPhillips 5/13/2009 Trillium Asset 18.85% 30.32% 25.87% Management Corp. 89 ConocoPhillips 5/13/2009 Board of Pensions 16.90% 27.43% 23.20% of the Presbyterian Church (USA)

90 ConocoPhillips 5/13/2009 The Domestic and ‐‐‐ Foreign Missionary Society of the Episcopal Church

91 ConocoPhillips 5/12/2010 California State 16.44% 27.06% 22.49% Teachers Retirement System 92 ConocoPhillips 5/12/2010 The Domestic and 4.07% 6.66% 5.57% Foreign Missionary Society of the Episcopal Church

93 ConocoPhillips 5/12/2010 Northwest 4.20% 6.93% 5.75% Women Religious Investment Trust

94 ConocoPhillips 5/12/2010 Needmor Fund 4.55% 7.49% 6.22% 95 ConocoPhillips 5/12/2010 Board of Pensions 15.69% 25.55% 21.46% of the Presbyterian Church (USA)

96 ConocoPhillips 5/11/2011 3.85% 6.06% 5.25% 97 ConocoPhillips 5/11/2011 AFL‐CIO Reserve 4.87% 7.76% 6.63% Fund 98 ConocoPhillips 5/11/2011 16.45% 26.79% 22.40% 99 ConocoPhillips 5/11/2011 Trillium Asset 17.65% 27.84% 24.04% Management Corp. 100 ConocoPhillips 5/11/2011 4.86% 7.75% 6.62% 101 ConocoPhillips 5/9/2012 15.81% 27.03% 22.75% 102 ConocoPhillips 5/9/2012 3.83% 6.31% 5.51% 103 ConocoPhillips 5/9/2012 4.84% 8.03% 6.97% 104 ConocoPhillips 5/14/2013 16.79% 29.42% 24.62% 105 CONSOL Energy Inc. 5/1/2007 New York City 4.08% 6.76% 5.83% Pension Funds 106 CONSOL Energy Inc. 4/29/2008 New York City 22.89% 39.64% 29.19% Pension Funds 107 CONSOL Energy Inc. 4/28/2009 New York State ‐‐‐ Common Retirement Fund

108 CONSOL Energy Inc. 4/28/2009 New York City ‐‐‐ Pension Funds 109 CONSOL Energy Inc. 5/4/2010 New York City ‐‐‐ Pension Funds 110 CONSOL Energy Inc. 5/8/2013 As You Sow 14.29% 19.72% 16.17% 111 CSX Corporation 5/5/2010 William R. Miller ‐‐‐

112 CSX Corporation 5/4/2011 William R. Miller ‐‐‐

113 CVS Caremark Corporation 5/12/2010 AFL‐CIO ‐‐‐

114 CVS Caremark Corporation 5/11/2011 First Affirmative 0.03% 0.04% 0.04% Financial Network

115 D.R. Horton, Inc. 1/26/2006 4.35% 6.03% 5.51% 116 D.R. Horton, Inc. 1/20/2011 Nathan Cummings 18.94% 34.06% 23.22% Foundation

117 Danaher Corporation 5/7/2013 Trinity Health ‐‐‐ 118 Dominion Resources, Inc. 4/22/2005 Office of the 5.42% 8.26% 7.63% Comptroller of New York City 119 Dominion Resources, Inc. 4/28/2006 15.04% 22.56% 20.51% 120 Dominion Resources, Inc. 4/27/2007 Office of the 13.35% 21.70% 18.50% Comptroller of New York City 121 Dominion Resources, Inc. 5/9/2008 New York City ‐‐‐ Pension Funds 122 Dominion Resources, Inc. 5/5/2009 Ruth McElroy 2.52% 4.30% 3.61% Amundsen 123 Dominion Resources, Inc. 5/18/2010 3.15% 5.64% 4.57% 124 Dominion Resources, Inc. 5/12/2011 Robert A. ‐‐‐ Vanderhye 125 Dominion Resources, Inc. 5/12/2011 5.02% 9.23% 7.58% 126 Dominion Resources, Inc. 5/12/2011 Faye S. Rosenthal 2.22% 4.05% 3.35% Living Trust

127 Dominion Resources, Inc. 5/12/2011 2.79% 5.06% 4.21% 128 Dominion Resources, Inc. 5/12/2011 Trillium Asset 3.67% 6.66% 5.54% Management Corp. 129 Dominion Resources, Inc. 5/12/2011 Pamela Morgan ‐‐‐

130 Dominion Resources, Inc. 5/8/2012 Ruth McElroy 3.52% 5.78% 5.59% Amundsen 131 Dominion Resources, Inc. 5/8/2012 3.87% 6.36% 6.15% 132 Dominion Resources, Inc. 5/8/2012 5.77% 9.52% 9.15% 133 Dominion Resources, Inc. 5/8/2012 Elena Baum ‐‐‐ 134 Dominion Resources, Inc. 5/8/2012 10.64% 17.55% 16.89% 135 Dominion Resources, Inc. 5/8/2012 5.50% 9.06% 8.72% 136 Dominion Resources, Inc. 5/3/2013 Eifiona L. Main ‐‐‐ 137 Dominion Resources, Inc. 5/3/2013 Marion Edey ‐‐‐ 138 Dominion Resources, Inc. 5/3/2013 Pamela Morgan 13.90% 22.61% 21.63%

139 Dominion Resources, Inc. 5/3/2013 4.24% 6.90% 6.59% 140 Dominion Resources, Inc. 5/3/2013 The Presbyterian ‐‐‐ Church (USA)

141 Dominion Resources, Inc. 5/3/2013 New York State 2.97% 4.83% 4.62% Common Retirement Fund

142 Dominion Resources, Inc. 5/3/2013 Robert A. ‐‐‐ Vanderhye 143 Dover Corporation 5/1/2008 Calvert Asset 25.23% 34.23% 31.97% Management Co., Inc. 144 Dover Corporation 5/7/2009 Calvert Asset 28.19% 40.50% 35.14% Management Co., Inc. 145 Dr Pepper Snapple Group, Inc. 5/17/2012 Unitarian 22.51% 32.20% 27.76% Universalist Association of Congregations 146 DTE Energy Company 5/3/2012 New York State 18.79% 29.46% 28.36% Common Retirement Fund

147 Duke Energy Corporation 5/6/2010 4.57% 9.28% 7.79% 148 Duke Energy Corporation 5/5/2011 3.24% 6.47% 5.74% 149 Duke Energy Corporation 5/5/2011 As You Sow 4.25% 8.49% 7.52% 150 Duke Energy Corporation 5/3/2012 New York State ‐‐‐ Common Retirement Fund

151 Duke Energy Corporation 5/3/2012 Lisa Renstrom 5.66% 11.95% 10.19% 152 Duke Energy Corporation 5/2/2013 New York State ‐‐‐ Common Retirement Fund

153 Dynegy Inc. 5/22/2009 New York City 12.59% 17.22% 16.17% Pension Funds 154 Dynegy Inc. 5/21/2010 New York City 10.19% 16.08% 14.35% Pension Funds 155 Dynegy Inc. 6/15/2011 New York City 6.26% 8.54% 7.92% Pension Funds 156 E.I. DuPont de Nemours and 4/25/2007 Action Fund 3.15% 5.00% 4.37% Company Management LLC

157 E.I. DuPont de Nemours and 4/25/2007 United 3.90% 6.22% 5.42% Company Steelworkers, Paper and Forestry, Rubber, Mnfr, Energy, Allied Indstrl, and Svc Intl Union 158 E.I. DuPont de Nemours and 4/30/2008 Free Enterprise 2.01% 3.26% 2.80% Company Action Fund

159 E.I. DuPont de Nemours and 4/30/2008 Amalgamated ‐‐‐ Company Bank Longview Collective Investment Fund

160 E.I. DuPont de Nemours and 4/29/2009 Free Enterprise ‐‐‐ Company Action Fund

161 E.I. DuPont de Nemours and 4/24/2013 Sisters of Charity 3.55% 5.61% 5.25% Company of St. Elizabeth

162 Eastman Kodak Company 5/11/2011 ‐‐‐ 163 Energen Corporation 4/28/2010 Miller/Howard ‐‐‐ Investments, Inc.

164 Energen Corporation 4/27/2011 William M. 34.00% 49.45% 43.45% Hamada Revocable Trust

165 Entergy Corporation 5/4/2012 New York State ‐‐‐ Common Retirement Fund

166 Entergy Corporation 5/4/2012 March S. ‐‐‐ Gallagher 167 Entergy Corporation 5/3/2013 New York State 3.88% 5.91% 4.90% Common Retirement Fund

168 Entergy Corporation 5/3/2013 March S. ‐‐‐ Gallagher 169 EOG Resources, Inc. 4/28/2010 Green Century 21.44% 30.95% 25.14% Equity Fund 170 EQT Corporation 4/21/2010 Miller/Howard ‐‐‐ Investments, Inc.

171 Exelon Corporation 4/29/2008 Free Enterprise 2.18% 3.75% 3.13% Action Fund

172 Exelon Corporation 4/28/2009 Free Enterprise 2.08% 3.95% 3.28% Action Fund

173 Exxon Mobil Corporation 5/25/2005 David Cunningham 5.01% 8.13% 7.35%

174 Exxon Mobil Corporation 5/25/2005 Province of St. 17.74% 28.44% 26.03% Joseph of the Capuchin Order

175 Exxon Mobil Corporation 5/25/2005 Christian Brothers 6.42% 10.27% 9.42% Investment Services 176 Exxon Mobil Corporation 5/31/2006 Green Century 5.07% 8.50% 7.59% Capital Management, Inc.

177 Exxon Mobil Corporation 5/30/2007 Mario Lalanne 4.14% 7.11% 6.17% 178 Exxon Mobil Corporation 5/30/2007 Stephen 4.19% 7.30% 6.24% Viederman 179 Exxon Mobil Corporation 5/30/2007 Sisters of St. 17.97% 31.12% 26.78% Dominic of Caldwell New Jersey 180 Exxon Mobil Corporation 5/28/2008 Sisters of St. 17.31% 30.87% 26.06% Dominic of Caldwell New Jersey 181 Exxon Mobil Corporation 5/28/2008 Green Century 4.73% 8.44% 7.13% Capital Management, Inc.

182 Exxon Mobil Corporation 5/28/2008 Neva Rockefeller 5.90% 10.40% 8.88% Goodwin

183 Exxon Mobil Corporation 5/28/2008 Mario Lalanne 3.97% 6.98% 5.97% 184 Exxon Mobil Corporation 5/28/2008 Stephen 15.11% 27.45% 22.75% Viederman 185 Exxon Mobil Corporation 5/28/2008 Province of St. 5.33% 9.40% 8.03% Joseph of the Capuchin Order

186 Exxon Mobil Corporation 5/27/2009 Neva Rockefeller 5.58% 9.98% 8.64% Goodwin

187 Exxon Mobil Corporation 5/27/2009 Stephen 15.11% 27.27% 23.39% Viederman 188 Exxon Mobil Corporation 5/27/2009 The Domestic and ‐‐‐ Foreign Missionary Society of the Episcopal Church

189 Exxon Mobil Corporation 5/27/2009 Sisters of St. 16.20% 29.00% 25.06% Dominic of Caldwell New Jersey 190 Exxon Mobil Corporation 5/27/2009 Province of St. ‐‐‐ Joseph of the Capuchin Order

191 Exxon Mobil Corporation 5/26/2010 Sisters of St. 14.19% 27.23% 22.82% Dominic of Caldwell New Jersey 192 Exxon Mobil Corporation 5/26/2010 The Presbyterian 4.68% 9.07% 7.53% Church (USA)

193 Exxon Mobil Corporation 5/26/2010 The Park 13.57% 26.27% 21.81% Foundation 194 Exxon Mobil Corporation 5/26/2010 Province of St. 3.41% 6.70% 5.48% Joseph of the Capuchin Order

195 Exxon Mobil Corporation 5/26/2010 Green Century 13.71% 26.42% 22.04% Capital Management, Inc.

196 Exxon Mobil Corporation 5/26/2010 The Domestic and ‐‐‐ Foreign Missionary Society of the Episcopal Church

197 Exxon Mobil Corporation 5/25/2011 AFL‐CIO Reserve ‐‐‐ Fund 198 Exxon Mobil Corporation 5/25/2011 Green Century 14.66% 27.06% 23.07% Capital Management, Inc.

199 Exxon Mobil Corporation 5/25/2011 Bartlett Naylor ‐‐‐ 200 Exxon Mobil Corporation 5/25/2011 The Park 14.41% 28.17% 22.69% Foundation 201 Exxon Mobil Corporation 5/25/2011 Sisters of St. 13.73% 26.53% 21.61% Dominic of Caldwell New Jersey 202 Exxon Mobil Corporation 5/25/2011 Province of St. 3.25% 6.12% 5.12% Joseph of the Capuchin Order

203 Exxon Mobil Corporation 5/30/2012 The Park 17.14% 29.59% 26.71% Foundation 204 Exxon Mobil Corporation 5/30/2012 Green Century ‐‐‐ Capital Management, Inc.

205 Exxon Mobil Corporation 5/30/2012 Sisters of St. 15.67% 27.09% 24.42% Dominic of Caldwell New Jersey 206 Exxon Mobil Corporation 5/29/2013 Province of St. ‐‐‐ Joseph of the Capuchin Order

207 Exxon Mobil Corporation 5/29/2013 Sisters of St. 15.20% 26.72% 24.14% Dominic of Caldwell New Jersey 208 Exxon Mobil Corporation 5/29/2013 New York City 17.17% 30.18% 27.26% Retirement Systems 209 FedEx Corporation 9/25/2006 Free Enterprise 3.87% 5.57% 4.74% Action Fund

210 FedEx Corporation 9/24/2007 Free Enterprise 2.56% 3.77% 3.25% Action Fund 211 FirstEnergy Corp. 5/17/2011 ‐‐‐ 212 FirstEnergy Corp. 5/17/2011 Eleanore Despina 24.01% 36.11% 31.24%

213 FirstEnergy Corp. 5/17/2011 20.97% 31.43% 27.28% 214 FirstEnergy Corp. 5/15/2012 As You Sow 8.01% 11.37% 10.25% 215 FirstEnergy Corp. 5/15/2012 20.87% 29.65% 26.70% 216 FirstEnergy Corp. 5/21/2013 Andrew Behar ‐‐‐ 217 FirstEnergy Corp. 5/21/2013 New York State ‐‐‐ Common Retirement Fund

218 FLIR Systems, Inc. 4/26/2013 California State ‐‐‐ Teachers Retirement System 219 Ford Motor Company 5/12/2005 Green Century 4.66% 6.19% 5.93% Capital Management, Inc.

220 Ford Motor Company 5/11/2006 Green Century 5.33% 7.27% 6.96% Capital Management, Inc.

221 Ford Motor Company 5/11/2006 Carl Olson 3.13% 4.28% 4.09% 222 Ford Motor Company 5/10/2007 Interfaith Center 10.18% 14.10% 13.54% on Corporate Responsibility

223 Ford Motor Company 5/10/2007 Carl Olson 2.70% 3.74% 3.59% 224 Ford Motor Company 5/8/2008 Connecticut ‐‐‐ Retirement Plans & Trust Funds

225 Ford Motor Company 5/8/2008 Free Enterprise 2.18% 3.03% 2.80% Action Fund

226 Ford Motor Company 5/13/2010 Fredrick Wilson 1.55% 2.32% 2.11%

227 Fossil Group, Inc. 5/23/2012 Calvert Asset 20.36% 30.80% 23.06% Management Co., Inc. 228 Fossil Group, Inc. 5/22/2013 Calvert 19.21% 29.04% 22.26% Investment Management, Inc.

229 Foundation Coal Holdings, Inc. 5/22/2008 Unitarian 14.84% 22.43% 17.34% Universalist Association of Congregations 230 Foundation Coal Holdings, Inc. 5/13/2009 Unitarian ‐‐‐ Universalist Association of Congregations 231 General Electric Company 4/26/2006 Thomas J. Borelli 4.02% 6.93% 6.34% 232 General Electric Company 4/25/2007 Free Enterprise 3.68% 6.41% 5.61% Action Fund

233 General Electric Company 4/23/2008 Free Enterprise 2.10% 3.56% 3.12% Action Fund

234 General Electric Company 4/22/2009 Leo A. Drey ‐‐‐ 235 General Electric Company 4/28/2010 Betty F. Weitz ‐‐‐ 236 General Electric Company 4/27/2011 National Center 2.26% 4.65% 3.91% for Public Policy Research

237 General Electric Company 4/25/2012 GE Stockholders' 1.32% 2.41% 2.24% Alliance

238 General Electric Company 4/25/2012 National Center ‐‐‐ for Public Policy Research

239 General Electric Company 4/25/2012 GE Stockholders' ‐‐‐ Alliance

240 General Electric Company 4/24/2013 GE Stockholders' ‐‐‐ Alliance

241 General Electric Company 4/24/2013 New York State ‐‐‐ Common Retirement Fund

242 General Mills, Inc. 9/24/2013 3.78% 5.99% 5.69% 243 General Motors Company 6/7/2005 Sisters of St. 3.15% 5.62% 5.34% Dominic of Caldwell New Jersey 244 General Motors Company 6/6/2006 Mark Seidenberg 1.88% 2.93% 2.82%

245 General Motors Company 6/5/2007 Sisters of St. 15.89% 29.12% 25.73% Dominic of Caldwell New Jersey 246 General Motors Company 6/3/2008 Connecticut ‐‐‐ Retirement Plans & Trust Funds

247 General Motors Company 6/3/2008 The Community of 9.29% 14.97% 13.79% the Sisters of St. Dominic of Caldwell, NJ

248 GenOn Energy, Inc 5/4/2011 New York City 11.59% 16.76% 14.93% Pension Funds 249 GenOn Energy, Inc 5/9/2012 New York City 18.29% 24.51% 22.10% Retirement Systems 250 Great Plains Energy 5/6/2008 Conrad Gebhart ‐‐‐ Incorporated 251 Great Plains Energy 5/3/2011 Conrad Gebhart ‐‐‐ Incorporated 252 Great Plains Energy 5/7/2013 Sierra Club ‐‐‐ Incorporated 253 Halliburton Company 5/20/2009 General Board of 3.98% 6.39% 5.55% Pension and Health Benefits of the United Methodist Church

254 Hanesbrands Inc. 4/24/2012 Calvert Asset ‐‐‐ Management Co., Inc. 255 HCP, Inc. 5/12/2005 Harrington 4.79% 8.88% 7.95% Investments, Inc.

256 Hormel Foods Corporation 1/27/2009 People for the 1.71% 2.25% 2.12% Ethical Treatment of Animals Inc. (PETA)

257 IDACORP, Inc. 5/21/2009 30.89% 51.22% 44.79% 258 International Business 4/30/2013 Green Century ‐‐‐ Machines Corporation Balanced Fund 259 International Coal Group, Inc. 5/20/2009 Office of the 4.53% 7.73% 7.16% Comptroller of New York City 260 International Coal Group, Inc. 5/19/2010 Office of the 11.47% 17.67% 15.60% Comptroller of New York City 261 International Coal Group, Inc. 5/18/2011 Office of the ‐‐‐ Comptroller of New York City 262 International Paper Company 5/8/2006 Green Century 4.27% 5.62% 5.18% Capital Management, Inc.

263 International Paper Company 5/12/2008 Domini Social 4.30% 6.05% 5.34% Investments LLC

264 International Paper Company 5/11/2009 Domini Social 4.29% 6.64% 5.83% Investments LLC

265 Johnson & Johnson 4/24/2008 Free Enterprise ‐‐‐ Action Fund

266 JPMorgan Chase & Co. 5/19/2009 Free Enterprise 1.80% 2.98% 2.46% Action Fund

267 JPMorgan Chase & Co. 5/18/2010 Boston Common ‐‐‐ Asset Management LLC

268 JPMorgan Chase & Co. 5/18/2010 Loyola University ‐‐‐ Chicago

269 KB Home 4/3/2008 Nathan Cummings ‐‐‐ Foundation 270 Kimberly‐Clark Corporation 4/27/2006 Domini Social 5.70% 8.15% 7.37% Investments LLC

271 Kimberly‐Clark Corporation 4/26/2007 Domini Social 5.97% 8.09% 7.43% Investments LLC

272 Lennar Corporation 3/29/2005 Nathan Cummings 1.67% 2.34% 2.27% Foundation

273 Lennar Corporation 4/15/2009 Nathan Cummings 7.01% 9.91% 9.18% Foundation

274 Lennar Corporation 4/14/2010 Nathan Cummings 5.95% 8.91% 7.79% Foundation

275 Lennar Corporation 4/13/2011 Nathan Cummings 5.71% 8.05% 6.78% Foundation

276 Lennar Corporation 4/11/2012 Central Laborers' 8.62% 11.25% 10.36% Pension Fund

277 Liberty Property Trust 5/19/2005 New England 5.32% 7.45% 7.45% Yearly Meeting of Friends Pooled Funds 278 Lowe's Companies, Inc. 5/25/2006 Domini Social 5.05% 7.00% 6.38% Investments LLC

279 Lowe's Companies, Inc. 5/25/2007 Domini Social 4.19% 5.70% 5.21% Investments LLC

280 Lowe's Companies, Inc. 5/30/2008 Christian Brothers ‐‐‐ Investment Services

281 Lowe's Companies, Inc. 5/29/2009 Green Century ‐‐‐ Equity Fund 282 Lowe's Companies, Inc. 5/27/2011 David Brook ‐‐‐ 283 Marathon Oil Corporation 4/27/2011 AFL‐CIO Reserve 4.91% 7.44% 6.68% Fund 284 Marathon Oil Corporation 4/25/2012 AFL‐CIO Reserve ‐‐‐ Fund 285 Marriott International, Inc. 5/7/2010 Stephen Sacks ‐‐‐

286 Massey Energy Company 5/22/2007 Office of the 9.33% 18.13% 12.40% Comptroller of New York City 287 Massey Energy Company 5/13/2008 17.52% 30.76% 22.18% 288 Massey Energy Company 5/19/2009 Sisters of Saint 22.27% 39.42% 30.29% Joseph of Carondelet 289 Massey Energy Company 5/19/2009 New York City 25.95% 45.65% 35.30% Pension Funds 290 Massey Energy Company 5/18/2010 28.65% 52.42% 35.37% 291 Massey Energy Company 5/18/2010 20.31% 33.28% 25.07% 292 McDonald's Corporation 5/27/2009 Green Century ‐‐‐ Equity Fund 293 McDonald's Corporation 5/19/2011 Ruth Valere Adar 15.68% 29.32% 23.00%

294 McGraw Hill Financial, Inc. 4/30/2008 Scott McDonald ‐‐‐

295 MDU Resources Group, Inc. 4/27/2010 As You Sow 22.60% 40.52% 33.62%

296 MeadWestvaco Corporation 4/28/2008 Province of St. ‐‐‐ Joseph of the Capuchin Order

297 Meredith Corporation 11/5/2008 Domini Social 3.76% 4.58% 4.45% Investments LLC

298 Mirant Corporation 5/7/2009 General Board of 24.60% 42.19% 37.55% Pension and Health Benefits of the United Methodist Church

299 Mirant Corporation 5/6/2010 New York City 25.63% 38.16% 34.28% Retirement Systems 300 Mondelez International, Inc. 5/23/2012 Cedar Tree 16.29% 25.63% 23.17% Foundation 301 Mondelez International, Inc. 5/23/2012 Indiana Laborers ‐‐‐ Pension Fund

302 Mondelez International, Inc. 5/23/2012 Domini Social 5.23% 8.25% 7.45% Investments LLC

303 Mondelez International, Inc. 5/21/2013 Margaret Law 5.87% 9.53% 8.48%

304 NextEra Energy, Inc. 5/23/2008 Free Enterprise ‐‐‐ Action Fund

305 NextEra Energy, Inc. 5/25/2012 New York State ‐‐‐ Common Retirement Fund

306 NextEra Energy, Inc. 5/23/2013 New York State 3.21% 4.93% 4.66% Common Retirement Fund

307 Norfolk Southern Corporation 5/13/2010 Board of Pensions ‐‐‐ of the Presbyterian Church (USA)

308 NRG Energy, Inc. 7/21/2009 Free Enterprise 0.96% 1.33% 1.09% Action Fund

309 Occidental Petroleum 5/5/2006 Carl Olson 4.89% 7.29% 6.35% Corporation 310 Occidental Petroleum 5/4/2007 Carl Olson 3.72% 6.17% 5.18% Corporation 311 Occidental Petroleum 5/2/2008 Carl Olson 3.63% 5.29% 4.46% Corporation 312 OGE Energy Corp. 5/22/2008 Boston Common ‐‐‐ Asset Management LLC

313 OGE Energy Corp. 5/22/2008 Calvert Asset ‐‐‐ Management Co., Inc. 314 ONEOK, Inc. 5/15/2008 California State 27.66% 35.79% 32.95% Teachers Retirement System 315 ONEOK, Inc. 5/15/2008 New York City ‐‐‐ Pension Funds 316 ONEOK, Inc. 5/22/2013 The Christopher 24.30% 38.24% 31.71% Reynolds Foundation

317 Peabody Energy Corporation 5/5/2006 Sierra Club 6.94% 9.52% 8.54%

318 Pepco Holdings, Inc. 5/20/2011 John Capozzi ‐‐‐ 319 Pepco Holdings, Inc. 5/18/2012 John Capozzi ‐‐‐ 320 PepsiAmericas, Inc. 4/28/2005 Domini Social 3.80% 4.48% 4.33% Investments LLC

321 PepsiCo, Inc. 5/7/2008 As You Sow 4.05% 6.90% 5.88% 322 PepsiCo, Inc. 5/7/2008 Free Enterprise 1.63% 2.72% 2.36% Action Fund

323 PepsiCo, Inc. 5/6/2009 As You Sow 4.86% 8.71% 7.22% 324 PG&E Corporation 5/14/2008 Free Enterprise ‐‐‐ Action Fund

325 PG&E Corporation 5/12/2010 Ronald D. Rattner ‐‐‐

326 Portland General Electric 5/13/2010 Miller/Howard ‐‐‐ Company Investments, Inc.

327 Portland General Electric 5/11/2011 William M. ‐‐‐ Company Hamada Revocable Trust

328 PPG Industries, Inc. 4/21/2011 Margot Cheel 3.42% 6.47% 4.87% 329 Progress Energy, Inc. 8/8/2012 New York State ‐‐‐ Common Retirement Fund

330 PulteGroup, Inc. 5/15/2008 Nathan Cummings 13.13% 21.97% 17.55% Foundation

331 R.R. Donnelley & Sons 5/28/2008 Domini Social 4.96% 6.70% 5.85% Company Investments LLC

332 R.R. Donnelley & Sons 5/21/2009 Domini Social 5.72% 8.68% 7.25% Company Investments LLC 333 R.R. Donnelley & Sons 5/20/2010 Domini Social 6.93% 9.96% 8.41% Company Investments LLC

334 Range Resources Corporation 5/19/2010 New York State ‐‐‐ Common Retirement Fund

335 Range Resources Corporation 5/22/2013 Trillium Asset 15.94% 21.72% 18.31% Management Corp. 336 Rockwood Holdings, Inc. 5/21/2013 Committee for ‐‐‐ Investor Responsibility at Wesleyan University 337 Safeway, Inc. 5/19/2010 AFL‐CIO Reserve 4.40% 7.80% 5.67% Fund 338 Simon Property Group, Inc. 5/11/2005 New England 5.43% 7.51% 6.16% Yearly Meeting of Friends Pooled Funds 339 Smithfield Foods, Inc. 9/1/2010 Calvert VP S&P 2.82% 4.32% 3.28% Mid Cap 400 Index Portfolio 340 Spectra Energy Corp 5/7/2009 California State ‐‐‐ Teachers Retirement System 341 Spectra Energy Corp 4/30/2013 Sierra Club 20.62% 35.37% 30.81% 342 Standard Pacific Corp. 5/10/2006 Nathan Cummings 27.00% 39.25% 37.01% Foundation

343 Standard Pacific Corp. 5/14/2008 Nathan Cummings 15.49% 33.67% 28.08% Foundation

344 Standard Pacific Corp. 5/13/2009 Nathan Cummings 11.11% 15.32% 14.72% Foundation

345 Standard Pacific Corp. 5/12/2010 Nathan Cummings 12.72% 17.36% 16.39% Foundation

346 Standard Pacific Corp. 5/18/2011 Nathan Cummings 3.69% 5.10% 4.82% Foundation

347 Starbucks Corporation 3/24/2010 John C. Harrington 5.65% 11.21% 8.07%

348 Starbucks Corporation 3/23/2011 Robert Dozor 4.81% 8.09% 6.60% 349 State Street Corporation 5/20/2009 Walden Asset ‐‐‐ Management 350 Stericycle, Inc. 4/27/2005 5.55% 8.39% 7.21% 351 Stericycle, Inc. 5/3/2006 4.70% 6.53% 5.96% 352 Target Corporation 6/8/2011 Philip Klasky 18.76% 30.80% 24.59% 353 Target Corporation 6/13/2012 Margaret Law 5.52% 8.55% 6.97% 354 Target Corporation 6/12/2013 Wallace Global 6.05% 9.71% 7.85% Fund 355 Tesoro Corporation 5/4/2011 25.09% 54.29% 34.33% 356 Tesoro Corporation 5/3/2012 AFL‐CIO Reserve ‐‐‐ Fund 357 The AES Corporation 4/24/2008 Dwane G. Ingalls ‐‐‐

358 The Coca‐Cola Company 4/19/2006 Walden Asset ‐‐‐ Management 359 The Coca‐Cola Company 4/21/2010 Alice de V. Perry ‐‐‐

360 The Coca‐Cola Company 4/27/2011 Alice de V. Perry ‐‐‐

361 The Dow Chemical Company 5/10/2007 14.52% 22.23% 19.64%

362 The Dow Chemical Company 5/15/2008 14.70% 22.82% 19.66%

363 The Dow Chemical Company 5/15/2008 Free Enterprise ‐‐‐ Action Fund

364 The Dow Chemical Company 5/14/2009 15.73% 28.68% 24.68%

365 The Dow Chemical Company 5/13/2010 5.88% 9.78% 7.78%

366 The Empire District Electric 4/25/2013 James S. Evans 7.56% 13.90% 13.47% Company 367 The Goldman Sachs Group, Inc. 5/7/2010 National Legal and 2.10% 3.44% 2.85% Policy Center

368 The Goldman Sachs Group, Inc. 5/6/2011 National Legal and ‐‐‐ Policy Center

369 The Goldman Sachs Group, Inc. 5/6/2011 National Center 1.60% 2.58% 2.25% for Public Policy Research

370 The Home Depot, Inc. 5/28/2009 Connecticut 13.43% 23.68% 19.58% Retirement Plans & Trust Funds

371 The Home Depot, Inc. 5/17/2012 David Brook 2.42% 3.63% 3.36% 372 The Home Depot, Inc. 5/23/2013 David Brook 2.87% 4.37% 4.02% 373 The Kroger Co. 6/28/2007 Nathan Cummings 25.73% 37.44% 31.74% Foundation

374 The Kroger Co. 6/26/2008 26.21% 39.64% 32.70% 375 The Kroger Co. 6/24/2010 Calvert Asset 25.68% 40.72% 32.92% Management Co., Inc. 376 The Kroger Co. 6/21/2012 9.01% 12.84% 11.47% 377 The Kroger Co. 6/27/2013 8.43% 12.51% 10.63% 378 The PNC Financial Services 4/23/2013 Boston Common 15.27% 22.78% 19.59% Group, Inc. Asset Management LLC

379 The Procter & Gamble 10/9/2012 The Granary 3.37% 5.78% 5.38% Company Foundation 380 The Ryland Group, Inc. 4/20/2005 Nathan Cummings 4.94% 7.91% 7.23% Foundation 381 The Ryland Group, Inc. 4/23/2008 Nathan Cummings 15.18% 25.40% 19.51% Foundation

382 The Ryland Group, Inc. 4/29/2009 Nathan Cummings 16.07% 29.91% 21.41% Foundation

383 The Ryland Group, Inc. 4/28/2010 Nathan Cummings 21.69% 37.40% 25.50% Foundation

384 The Ryland Group, Inc. 4/27/2011 Calvert Asset 11.71% 22.57% 14.14% Management Co., Inc. 385 The Southern Company 5/23/2007 Sisters of Charity 5.19% 10.95% 9.51% of St. Elizabeth

386 The Southern Company 5/28/2008 Sisters of Charity 6.11% 12.30% 10.70% of St. Elizabeth

387 The Southern Company 5/27/2009 Sisters of Charity 5.51% 11.49% 10.08% of St. Elizabeth

388 The Southern Company 5/26/2010 Sisters of Charity 4.62% 9.87% 8.37% of St. Elizabeth

389 The Southern Company 5/26/2010 Green Century 9.80% 21.02% 17.77% Capital Management, Inc.

390 The Southern Company 5/25/2011 Green Century 11.40% 23.60% 20.93% Capital Management, Inc.

391 The Southern Company 5/25/2011 New York State ‐‐‐ Common Retirement Fund

392 The Southern Company 5/23/2012 Green Century 13.87% 26.01% 22.99% Capital Management, Inc.

393 The Williams Companies, Inc. 5/20/2010 Green Century 25.55% 41.84% 34.33% Capital Management, Inc.

394 Toll Brothers, Inc. 3/17/2010 New York City 14.14% 29.25% 19.03% Pension Funds 395 Tyson Foods, Inc. 2/6/2009 People for the 0.95% 1.12% 1.04% Ethical Treatment of Animals Inc. (PETA)

396 Tyson Foods, Inc. 2/5/2010 CHRISTUS Health 7.18% 8.42% 7.81%

397 Tyson Foods, Inc. 2/5/2010 The American 8.56% 10.01% 9.30% Baptist Home Mission Society 398 Union Pacific Corporation 5/1/2008 Teamsters General ‐‐‐ Fund 399 Valero Energy Corporation 4/28/2011 AFL‐CIO Reserve 24.02% 43.34% 33.38% Fund 400 Valero Energy Corporation 5/3/2012 AFL‐CIO Reserve 25.82% 44.02% 35.75% Fund 401 Vintage Petroleum, Inc. 5/10/2005 Nathan Cummings 20.34% 25.63% 24.22% Foundation

402 Wal‐Mart Stores, Inc. 6/6/2008 Free Enterprise ‐‐‐ Action Fund

403 Wal‐Mart Stores, Inc. 6/4/2010 AFL‐CIO Reserve ‐‐‐ Fund 404 Wal‐Mart Stores, Inc. 6/3/2011 National Legal and 0.87% 1.09% 1.04% Policy Center

405 Wells Fargo & Company 4/24/2007 ‐‐‐ 406 Weyerhaeuser Company 4/21/2005 2.92% 4.11% 3.58% 407 Weyerhaeuser Company 4/20/2006 3.53% 4.87% 4.31% 408 Weyerhaeuser Company 4/19/2007 3.31% 5.44% 4.58% 409 Weyerhaeuser Company 4/15/2010 15.35% 23.10% 18.89% 410 Whole Foods Market, Inc. 3/6/2006 New England 5.43% 8.88% 7.81% Yearly Meeting of Friends Pooled Funds 411 Whole Foods Market, Inc. 3/5/2007 New England 5.16% 10.80% 7.95% Yearly Meeting of Friends Pooled Funds 412 Whole Foods Market, Inc. 3/15/2013 As You Sow 5.01% 7.43% 6.82% 413 Xcel Energy Inc. 5/19/2010 Green Century ‐‐‐ Capital Management, Inc.

414 Xcel Energy Inc. 5/18/2011 ‐‐‐ 415 Xcel Energy Inc. 5/16/2012 New York State ‐‐‐ Common Retirement Fund

416 Xcel Energy Inc. 5/22/2013 New York State ‐‐‐ Common Retirement Fund

417 YUM! Brands, Inc. 5/17/2007 Sisters of Charity 4.90% 7.14% 6.25% of the Blessed Virgin Mary

418 YUM! Brands, Inc. 5/17/2012 Trillium Asset 21.49% 37.02% 29.76% Management Corp. 419 YUM! Brands, Inc. 5/15/2013 Trillium Asset ‐‐‐ Management Corp. 420 YUM! Brands, Inc. 5/15/2013 As You Sow ‐‐‐ AVERAGE 10.00% 16.45% 13.89% Exhibit B

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Results Summary and Trend Analysis Shareholder Proposals: Labor Issues*

Proposal Breakdown 2005 2006 2007 2008 2009 2010 2011 2012 2013 Totals Result # % of # % of # % of # % of # % of # % of # % of # % of # % of # % of Total Total Total Total Total Total Total Total Total Total Pass 0 0 1 2.86 0 0 0 0 1 3.85 0 0 1 5.88 0 0 0 0 3 1.3 Fail 31 91.18 33 94.29 25 96.15 28 77.78 17 65.38 17 68.00 13 76.47 12 70.59 12 57.14 188 79.3 Failed But Received a 0 0 0 0 1 3.85 2 5.56 0 0 0 0 0 0 0 0 0 0 3 1.3 Majority of Yes/No Votes Sub-Total (Voted On) 31 - 34 - 25 - 28 - 18 - 17 - 14 - 12 - 12 - 191 - Pending/Results Never 1 2.94 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0.4 Disclosed Not Voted On 2 5.88 1 2.86 1 3.85 8 22.22 8 30.77 8 32.00 3 17.65 5 29.41 9 42.86 45 19.0 Totals (All Proposals) 34 100.0 35 100.0 26 100.0 36 100.0 26 100.0 25 100.0 17 100.0 17 100.0 21 100.0 237 100.0

Average Vote Results (Votes For)

2005 2006 2007 2008 2009 2010 2011 2012 2013 Totals Result % # % # % # % # % # % # % # % # % # % # % Shares Out 9.0 31 10.4 34 14.8 25 13.0 28 17.4 18 17.2 17 14.8 14 18.2 12 17.9 12 13.7 191 % Yes/No 13.7 31 16.2 34 20.7 25 18.0 28 25.4 18 26.2 17 23.0 14 26.9 12 26.5 12 20.2 191 % Votes Cast(1) 12.3 31 14.8 34 19.1 25 16.5 28 23.4 18 22.6 17 20.0 14 24.2 12 23.6 12 18.2 191 Average Vote Results (Votes Against) 2005 2006 2007 2008 2009 2010 2011 2012 2013 Totals Result % # % # % # % # % # % # % # % # % # % # % Shares Out 58.1 31 56.1 34 56.3 25 59.6 28 51.4 18 47.5 17 48.3 14 50.3 12 49.1 12 54.4 191 % Yes/No 86.3 31 83.8 34 79.3 25 82.0 28 74.6 18 73.8 17 77.0 14 73.1 12 73.5 12 79.8 191 % Votes Cast(1) 77.8 31 77.1 34 71.8 25 74.3 28 66.7 18 62.7 17 67.3 14 66.8 12 65.9 12 71.8 191 Average Vote Results (Abstentions) 2005 2006 2007 2008 2009 2010 2011 2012 2013 Totals Result % # % # % # % # % # % # % # % # % # % # % Shares Out 8.2 28 5.8 33 7.2 25 7.4 27 7.7 18 11.2 17 9.0 14 6.5 12 7.8 12 7.7 186 % Yes/No 12.6 28 9.4 33 10.4 25 11.0 27 11.7 18 17.9 17 14.9 14 10.3 12 12.0 12 11.9 186 % Votes Cast(1) 11.0 28 8.3 33 9.2 25 9.5 27 10.0 18 14.7 17 12.8 14 8.9 12 10.5 12 10.3 186 Average Vote Results (Broker Non-Votes) 2005 2006 2007 2008 2009 2010 2011 2012 2013 Totals Result % # % # % # % # % # % # % # % # % # % # % Shares Out 0.1 25 0.1 30 0.1 20 0.1 20 0.1 13 0.1 17 0.1 14 0.1 12 0.1 12 0.1 163 % Yes/No 20.7 25 21.3 30 17.7 20 14.4 20 17.9 13 17.9 17 23.0 14 18.8 12 20.3 12 19.2 163 % Votes Cast(1) 18.3 25 19.4 30 16.0 20 13.0 20 16.4 13 15.3 17 19.8 14 16.8 12 18.0 12 17.1 163 (1) Include abstensions Search Result 237 proposal(s) Search Criteria Exclude proposals by Non-US companies, Shareholder proposals only, 14a-8 proposals only Labor Issues

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Results Summary and Trend Analysis Shareholder Proposals*

Proposal Breakdown 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Totals Result # % of # % of # % of # % of # % of # % of # % of # % of # % of # % of # % of Total Total Total Total Total Total Total Total Total Total Total Pass 119 18.17 133 18.89 116 16.41 157 12.64 237 20.66 166 14.97 129 15.91 146 15.73 158 16.11 0 0 1,361 16.4 Fail 480 73.28 512 72.73 557 78.78 644 51.85 588 51.26 597 53.83 414 51.05 473 50.97 474 48.32 0 0 4,739 57.1 Failed But Received a 11 1.68 22 3.12 15 2.12 74 5.96 64 5.58 72 6.49 19 2.34 52 5.60 37 3.77 0 0 366 4.4 Majority of Yes/No Votes Sub-Total (Voted On) 599 - 645 - 673 - 801 - 825 - 763 - 543 - 619 - 632 - 0 - 6,100 - Pending/Results Never 2 0.31 0 0 1 0.14 6 0.48 0 0 1 0.09 3 0.37 2 0.22 14 1.43 12 85.71 41 0.5 Disclosed Not Voted On 54 8.24 59 8.38 33 4.67 435 35.02 322 28.07 345 31.11 265 32.68 307 33.08 335 34.15 2 14.29 2,157 26.0 Totals (All Proposals) 655 100.0 704 100.0 707 100.0 1,242 100.0 1,147 100.0 1,109 100.0 811 100.0 928 100.0 981 100.0 14 100.0 8,298 100.0

Average Vote Results (Votes For)

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Totals Result % # % # % # % # % # % # % # % # % # % # % # % Shares Out 21.1 596 24.0 637 22.3 671 24.4 738 28.6 809 26.3 738 26.2 534 27.6 614 27.8 623 0.0 0 25.4 5,960 % Yes/No 29.5 592 33.6 638 31.5 673 40.3 732 43.9 788 41.7 725 38.7 523 40.9 591 42.0 611 0.0 0 38.2 5,873 % Votes Cast(1) 28.6 592 32.5 638 30.2 673 38.8 732 42.9 788 40.4 725 37.2 523 40.0 591 40.8 611 0.0 0 37.0 5,873 Average Vote Results (Votes Against) 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Totals Result % # % # % # % # % # % # % # % # % # % # % # % Shares Out 48.8 592 46.2 637 47.5 671 41.0 727 37.9 787 39.9 725 41.4 523 41.2 591 40.7 610 0.0 0 42.6 5,863 % Yes/No 70.5 592 66.4 638 68.5 673 59.7 732 56.1 788 58.3 725 61.3 523 59.1 591 58.0 611 0.0 0 61.8 5,873 % Votes Cast(1) 67.2 592 63.1 638 64.3 673 55.5 732 53.1 788 54.4 725 57.0 523 56.2 591 54.9 611 0.0 0 58.2 5,873 Average Vote Results (Abstentions) 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Totals Result % # % # % # % # % # % # % # % # % # % # % # % Shares Out 3.2 570 3.3 624 4.2 659 5.0 629 3.4 680 4.4 638 4.4 490 3.1 537 3.6 539 0.0 0 3.8 5,366 % Yes/No 4.9 570 5.0 624 6.9 659 8.2 629 5.4 678 7.2 638 7.5 489 4.8 536 5.6 537 0.0 0 6.2 5,360 % Votes Cast(1) 4.4 570 4.5 624 5.6 659 6.7 629 4.6 678 6.0 638 6.2 489 4.2 536 4.8 537 0.0 0 5.2 5,360 Average Vote Results (Broker Non-Votes) 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Totals Result % # % # % # % # % # % # % # % # % # % # % # % Shares Out 0.2 469 0.1 524 0.1 544 0.1 481 0.1 518 0.1 594 0.1 464 0.1 532 0.1 543 0.0 0 0.1 4,669 % Yes/No 24.5 469 21.9 524 21.2 544 19.5 481 22.8 516 17.4 592 19.0 462 18.6 524 17.6 535 0.0 0 20.2 4,647 % Votes Cast(1) 22.7 469 20.8 523 19.7 544 18.2 479 21.6 516 16.4 585 18.0 451 17.9 502 17.3 503 0.0 0 19.1 4,572 (1) Include abstensions Search Result 8298 proposal(s) Search Criteria Exclude proposals by Non-US companies, Shareholder proposals only

For as % For as % Votes Company Name Meeting Date Proposal Proponent For as % Yes/No Shares Out Cast(1) 1 The Estee Lauder 11/12/2013 Sustainability Sisters of St Francis of 0.95% 1.00% 0.97% Companies Inc. Report Assisi 2 Domino's Pizza, Inc. 4/23/2013 Animal Rights People for the Ethical 0.68% 1.08% 0.84% Treatment of Animals Inc. (PETA) 3 Papa John's 5/1/2013 Animal Rights People for the Ethical 0.77% 1.17% 0.86% International, Inc. Treatment of Animals Inc. (PETA) 4 Cisco Systems, Inc. 11/19/2013 Miscellaneous James McRitchie 0.88% 1.31% 1.30%

5 The Goldman Sachs 5/23/2013 Hire Adviser to Eric M. Fogel 0.95% 1.32% 1.31% Group, Inc. Evaluate Alternatives/Seek Sale or Liquidation of Company

6 Elizabeth Arden, 11/6/2013 Animal Rights Brook Dubman 1.40% 1.60% 1.52% Inc. 7 Dean Foods 5/15/2013 Animal Rights People for the Ethical 1.28% 2.01% 1.58% Company Treatment of Animals Inc. (PETA) 8 American 5/15/2013 Limit Number of Kenneth Steiner 1.64% 2.29% 2.26% International Boards Directors Group, Inc. May Serve On ("over‐boarding")

9 Chesapeake Energy 6/14/2013 Reincorporate in Gerald R. Armstrong 1.66% 2.72% 2.71% Corporation Delaware

10 Oracle Corporation 10/31/2013 Human Rights Jing Zhao 2.02% 2.79% 2.55%

11 EQT Corporation 4/17/2013 Political Issues Howard L. Hausman 2.19% 2.92% 2.86% Trust 12 Kohl's Corporation 5/16/2013 Animal Rights The Humane Society of 2.31% 3.01% 2.84% the United States 13 Hasbro, Inc. 5/23/2013 Sustainability 1.98% 3.09% 2.53% Report 14 Abbott Laboratories 4/26/2013 Health Issues David A. Rudd 1.91% 3.21% 2.68%

15 Citigroup Inc. 4/24/2013 Other Corporate John C. Harrington 2.08% 3.28% 3.26% Governance Issues

16 Chevron 5/29/2013 Political Issues 2.22% 3.38% 3.23% Corporation 17 The Chubb 4/30/2013 Political Issues NorthStar Asset 2.70% 3.52% 3.39% Corporation Management, Inc. 18 The Coca‐Cola 4/24/2013 Human Rights William C. Wardlaw, III 2.41% 3.55% 3.43% Company 19 Merck & Co., Inc. 5/28/2013 Other Social Issues Donald J. Perrella 2.47% 3.69% 3.44% Related 20 General Electric 4/24/2013 Require Two Martin Harangozo 2.22% 3.79% 3.74% Company Director Candidates for Each Board Seat 21 Ingles Markets, 2/12/2013 Eliminate Dual Kenneth Steiner 3.47% 3.80% 3.80% Incorporated Class Structure (Unequal Voting) 22 Starbucks 3/20/2013 Political Issues Harrington 2.64% 3.81% 3.73% Corporation Investments, Inc. 23 Hewlett‐Packard 3/20/2013 Human Rights Jing Zhao 2.39% 3.86% 3.39% Company 24 OGE Energy Corp. 5/16/2013 Reincorporate in Gerald R. Armstrong 2.59% 3.87% 3.82% Delaware 25 Rite Aid Corporation 6/20/2013 Adopt Director Steven Krol 2.16% 3.88% 3.86% Nominee Qualifications 26 The Goldman Sachs 5/23/2013 Human Rights Jing Zhao 2.56% 3.95% 3.54% Group, Inc. 27 Chesapeake Energy 6/14/2013 Other Board New York State 2.43% 3.98% 3.96% Corporation Committee Related Common Retirement Fund 28 The Western Union 5/30/2013 Political Issues NorthStar Asset 2.74% 4.10% 3.49% Company Management, Inc. 29 Merck & Co., Inc. 5/28/2013 Political Issues National Center for 2.78% 4.15% 3.87% Public Policy Research

30 FedEx Corporation 9/23/2013 Political Issues NorthStar Asset 2.84% 4.22% 3.55% Management, Inc. 31 Bank of America 5/8/2013 Limit Number of Kenneth Steiner 2.25% 4.33% 4.29% Corporation Boards Directors May Serve On ("over‐boarding")

32 Seaboard 4/22/2013 Political Issues The Humane Society of 3.86% 4.34% 4.03% Corporation the United States 33 The Home Depot, 5/23/2013 Environmental David Brook 2.87% 4.37% 4.02% Inc. Issues 34 Netflix, Inc. 6/7/2013 Shareholder Myra K. Young 3.09% 4.38% 4.37% Nominee in Company Proxy (Proxy Access) 35 Career Education 5/14/2013 Miscellaneous New York City 2.41% 4.42% 3.44% Corporation Retirement Systems 36 General Electric 4/24/2013 Other Executive Timothy Robert 2.59% 4.43% 4.37% Company Compensation Issues 37 Bank of America 5/8/2013 Political Issues Stephen Johnson 2.32% 4.57% 4.42% Corporation 38 Praxair, Inc. 4/23/2013 Political Issues NorthStar Asset 3.27% 4.64% 4.03% Management, Inc. 39 Charles River 5/7/2013 Animal Rights People for the Ethical 3.45% 4.76% 4.12% Laboratories Treatment of Animals International, Inc. Inc. (PETA) 40 Dominion 5/3/2013 Environmental New York State 2.97% 4.83% 4.62% Resources, Inc. Issues Common Retirement Fund 41 Kraft Foods Group, 5/22/2013 Health Issues Camilla Madden 3.08% 4.85% 4.50% Inc. Charitable Trust 42 Ecolab Inc. 5/2/2013 Political Issues NorthStar Asset 3.64% 4.93% 4.44% Management, Inc. 43 NextEra Energy, Inc. 5/23/2013 Environmental New York State 3.21% 4.93% 4.66% Issues Common Retirement Fund 44 EMC Corporation 5/1/2013 Political Issues NorthStar Asset 3.32% 5.02% 4.75% Management, Inc. 45 Newfield 5/2/2013 Adopt Director New York State 3.98% 5.09% 4.94% Exploration Nominee Common Retirement Company Qualifications Fund 46 The Goldman Sachs 5/23/2013 Shareholder James McRitchie 3.79% 5.25% 5.23% Group, Inc. Nominee in Company Proxy (Proxy Access) 47 Apple Inc. 2/27/2013 Human Rights John C. Harrington 2.97% 5.61% 5.30% 48 E.I. DuPont de 4/24/2013 Environmental Sisters of Charity of St. 3.55% 5.61% 5.25% Nemours and Issues Elizabeth Company 49 Family Dollar 1/17/2013 Labor Issues AFL‐CIO Reserve Fund 4.13% 5.71% 5.10% Stores, Inc. 50 Exxon Mobil 5/29/2013 Political Issues John Maher Trust 3.51% 5.74% 5.56% Corporation 51 General Electric 4/24/2013 Adopt Term Limits Dennis W. Rocheleau 3.37% 5.74% 5.67% Company for Directors

52 Exxon Mobil 5/29/2013 Limit Number of Kenneth Steiner 3.57% 5.75% 5.67% Corporation Boards Directors May Serve On ("over‐boarding")

53 Entergy Corporation 5/3/2013 Environmental New York State 3.88% 5.91% 4.90% Issues Common Retirement Fund 54 General Mills, Inc. 9/24/2013 Environmental 3.78% 5.99% 5.69% Issues 55 Motorola Solutions, 5/6/2013 Sustainability New York City 3.93% 6.06% 4.83% Inc. Report Retirement Systems 56 eBay Inc. 4/18/2013 Other Social Issues The Park Foundation 4.02% 6.10% 5.09% Related 57 3M Company 5/14/2013 Political Issues David Rodgers 3.71% 6.16% 5.43% 58 NiSource Inc. 5/14/2013 Other Executive Utility Workers Union 4.80% 6.17% 6.12% Compensation of America General Issues Fund 59 The Goldman Sachs 5/23/2013 Political Issues Needmor Fund 4.08% 6.29% 5.64% Group, Inc. 60 FedEx Corporation 9/23/2013 Shareholder Myra K. Young 5.03% 6.32% 6.28% Nominee in Company Proxy (Proxy Access) 61 Johnson & Johnson 4/25/2013 Political Issues NorthStar Asset 4.14% 6.38% 6.17% Management, Inc. 62 E.I. DuPont de 4/24/2013 Increase International 4.32% 6.66% 6.40% Nemours and Compensation Brotherhood of Company Related DuPont Workers Disclosure/Prepare Special Report 63 Aetna Inc. 5/17/2013 Political Issues Unitarian Universalist 5.07% 6.71% 6.14% Association of Congregations 64 Caterpillar Inc. 6/12/2013 Human Rights New York State 3.68% 6.87% 6.07% Common Retirement Fund 65 Dominion 5/3/2013 Environmental 4.24% 6.90% 6.59% Resources, Inc. Issues 66 Wal‐Mart Stores, 6/7/2013 Require Equity be 5.97% 7.02% 7.00% Inc. Retained by Executives/Director s for Specified Period 67 Google Inc. 6/6/2013 Report on The Laborers' District 5.88% 7.05% 7.04% Management Council and Succession Plans Contractors' Pension Fund of Ohio 68 Dominion 5/3/2013 Other Executive 4.36% 7.08% 6.79% Resources, Inc. Compensation Issues 69 Caterpillar Inc. 6/12/2013 Other Executive Nathan Cummings 4.20% 7.14% 6.92% Compensation Foundation Issues 70 Chevron 5/29/2013 Environmental 4.61% 7.25% 6.69% Corporation Issues 71 Hewlett‐Packard 3/20/2013 Human Rights Board of Pensions of 4.38% 7.31% 6.21% Company the Presbyterian Church (USA) 72 Google Inc. 6/6/2013 Require Equity be James McRitchie 6.13% 7.35% 7.33% Retained by Executives/Director s for Specified Period 73 Google Inc. 6/6/2013 Health Issues Pax World Mutual 5.83% 7.39% 6.98% Funds 74 Whole Foods 3/15/2013 Environmental As You Sow 5.01% 7.43% 6.82% Market, Inc. Issues 75 FedEx Corporation 9/23/2013 Other Takeover Equality Network 6.00% 7.54% 7.49% Defense Related Foundation (Reduce) 76 Chevron 5/29/2013 Environmental 4.81% 7.57% 6.99% Corporation Issues 77 Monsanto Company 1/31/2013 Sustainability Harrington 5.43% 7.62% 6.78% Report Investments, Inc. 78 McDonald's 5/23/2013 Other Executive Marco Consulting 4.62% 7.68% 7.29% Corporation Compensation Group Trust I Issues 79 Northrop Grumman 5/15/2013 Political Issues Congregation of the 5.94% 7.80% 7.48% Corporation Sisters of St. Agnes

80 CIGNA Corporation 4/24/2013 Political Issues AFL‐CIO Reserve Fund 5.02% 7.93% 6.17%

81 The Interpublic 5/23/2013 Labor Issues New York City 5.47% 7.93% 6.67% Group of Retirement Systems Companies, Inc. 82 McDonald's 5/23/2013 Health Issues John C. Harrington 4.00% 8.15% 6.30% Corporation 83 JPMorgan Chase & 5/21/2013 Require Equity be Ray T. Chevedden and 6.08% 8.33% 8.17% Co. Retained by Veronica G. Chevedden Executives/Director Family Trust s for Specified Period 84 Oracle Corporation 10/31/2013 Other Corporate Equality Network 6.89% 8.72% 8.69% Governance Issues Foundation

85 Berkshire Hathaway 5/4/2013 Environmental Robert L. Berridge 5.73% 8.78% 8.15% Inc. Issues 86 Bank of America 5/8/2013 Shareholder John C. Harrington 4.56% 8.79% 8.70% Corporation Nominee in Company Proxy (Proxy Access) 87 Dean Foods 5/15/2013 Separate Chairman AFL‐CIO Equity Index 6.98% 8.89% 8.62% Company and CEO Fund Positions/Independ ent Chairman

88 Sirius XM Holdings 5/21/2013 Report on Central Laborers' 6.45% 8.91% 8.71% Inc. Management Pension Fund Succession Plans 89 The Allstate 5/21/2013 Political Issues The American 5.96% 9.32% 7.72% Corporation Federation of Labor and Congress of Industrial Organizations 90 Franklin Resources, 3/13/2013 Human Rights William L. Rosenfeld 7.03% 9.36% 8.67% Inc. 91 FirstEnergy Corp. 5/21/2013 Cap/Restrict Utility Workers Union 7.07% 9.42% 9.27% Executive of America General Compensation Fund 92 Mondelez 5/21/2013 Environmental Margaret Law 5.87% 9.53% 8.48% International, Inc. Issues 93 JPMorgan Chase & 5/21/2013 Human Rights William L. Rosenfeld 6.01% 9.55% 8.06% Co. 94 Whole Foods 3/15/2013 Separate Chairman James McRitchie 7.06% 9.70% 9.62% Market, Inc. and CEO Positions/Independ ent Chairman

95 Target Corporation 6/12/2013 Environmental Wallace Global Fund 6.05% 9.71% 7.85% Issues 96 Lockheed Martin 4/25/2013 Political Issues The Sisters of St. 7.76% 9.74% 9.35% Corporation Francis of Philadelphia

97 Choice Hotels 4/26/2013 Environmental Stephen Sacks 8.63% 9.81% 9.45% International, Inc. Issues 98 JPMorgan Chase & 5/21/2013 Political Issues The Sisters of St. 6.10% 9.90% 8.19% Co. Francis of Philadelphia Exhibit E

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Results Summary and Trend Analysis Shareholder Proposals: Animal Rights, Environmental Issues, Health Issues*

Proposal Breakdown 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Totals Result # % of # % of # % of # % of # % of # % of # % of # % of # % of # % of # % of Total Total Total Total Total Total Total Total Total Total Total Pass 0 0 2 1.04 1 0.52 0 0 2 0.75 1 0.38 2 0.77 1 0.41 4 1.41 0 0 13 0.6 Fail 170 97.14 185 96.35 186 96.37 196 63.43 177 66.29 176 66.67 166 64.09 166 67.76 180 63.38 0 0 1,602 73.0 Failed But Received a 1 0.57 0 0 2 1.04 2 0.65 0 0 1 0.38 3 1.16 1 0.41 1 0.35 0 0 11 0.5 Majority of Yes/No Votes Sub-Total (Voted On) 170 - 187 - 187 - 196 - 179 - 177 - 168 - 167 - 184 - 0 - 1,615 - Pending/Results Never 1 0.57 0 0 0 0 0 0 0 0 0 0 0 0 1 0.41 2 0.70 6 100.00 10 0.5 Disclosed Not Voted On 4 2.29 5 2.60 6 3.11 113 36.57 88 32.96 87 32.95 91 35.14 77 31.43 98 34.51 0 0 569 25.9 Totals (All Proposals) 175 100.0 192 100.0 193 100.0 309 100.0 267 100.0 264 100.0 259 100.0 245 100.0 284 100.0 6 100.0 2,194 100.0

Average Vote Results (Votes For)

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Totals Result % # % # % # % # % # % # % # % # % # % # % # % Shares Out 6.6 170 8.9 187 10.2 187 9.1 196 10.4 176 11.4 177 12.5 168 12.3 166 14.1 183 0.0 0 10.6 1,610 % Yes/No 10.2 170 13.6 187 15.7 187 14.0 196 16.7 177 18.5 177 20.3 168 18.8 166 21.7 184 0.0 0 16.6 1,612 % Votes Cast(1) 9.1 170 12.2 187 13.6 187 12.0 196 14.6 177 15.3 177 16.9 168 16.6 166 18.9 184 0.0 0 14.3 1,612 Average Vote Results (Votes Against) 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Totals Result % # % # % # % # % # % # % # % # % # % # % # % Shares Out 60.4 170 57.3 187 55.0 187 56.0 196 52.9 176 50.9 177 49.1 168 52.9 166 51.8 183 0.0 0 54.1 1,610 % Yes/No 89.8 170 86.4 187 84.3 187 86.0 196 83.3 177 81.5 177 79.7 168 81.2 166 78.3 184 0.0 0 83.4 1,612 % Votes Cast(1) 81.7 170 78.4 187 73.6 187 74.3 196 72.9 177 68.5 177 68.1 168 72.6 166 69.5 184 0.0 0 73.3 1,612 Average Vote Results (Abstentions) 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Totals Result % # % # % # % # % # % # % # % # % # % # % # % Shares Out 7.0 160 7.2 179 9.9 183 10.6 190 9.4 172 12.2 175 11.0 165 8.0 166 8.8 183 0.0 0 9.4 1,573 % Yes/No 11.2 160 11.4 179 15.6 183 17.1 190 15.5 172 20.4 175 18.8 165 12.6 166 13.9 183 0.0 0 15.2 1,573 % Votes Cast(1) 9.8 160 9.8 179 13.1 183 14.1 190 13.0 172 16.4 175 15.3 165 10.7 166 11.7 183 0.0 0 12.7 1,573 Average Vote Results (Broker Non-Votes) 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Totals Result % # % # % # % # % # % # % # % # % # % # % # % Shares Out 0.1 137 0.1 164 0.1 164 0.1 165 0.1 141 0.1 167 0.1 164 0.1 165 0.1 182 0.0 0 0.1 1,449 % Yes/No 28.9 137 21.8 164 23.0 164 20.3 165 24.2 141 19.5 167 21.6 164 20.4 165 18.1 182 0.0 0 21.8 1,449 % Votes Cast(1) 24.1 137 19.6 164 19.9 164 17.4 165 20.9 141 16.3 167 18.2 164 18.2 165 16.0 182 0.0 0 18.8 1,449 (1) Include abstensions Search Result 2194 proposal(s) Search Criteria Exclude proposals by Non-US companies, Shareholder proposals only Animal Rights, Environmental Issues, Health Issues, Human Rights, Labor Issues, Add Minorities/Women to Board (board diversity), Political Issues, Other Social Issues Related, Sustainability Report

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Results Summary and Trend Analysis Shareholder Proposals: Advisory Vote on Compensation ("say on pay")*

Proposal Breakdown 2005 2006 2007 2008 2009 2010 2011 2012 2013 Totals Result # % of # % of # % of # % of # % of # % of # % of # % of # % of # % of Total Total Total Total Total Total Total Total Total Total Pass 0 0 0 0 5 9.80 8 8.70 18 20.93 9 13.43 0 0 0 0 0 0 40 12.5 Fail 0 0 7 100.00 46 90.20 69 75.00 62 72.09 48 71.64 3 100.00 0 0 0 0 235 73.7 Failed But Received a 0 0 0 0 2 3.92 2 2.17 6 6.98 5 7.46 0 0 0 0 0 0 15 4.7 Majority of Yes/No Votes Sub-Total (Voted On) 0 - 7 - 51 - 77 - 80 - 57 - 3 - 0 - 0 - 275 - Pending/Results Never 0 0 0 0 0 0 1 1.09 0 0 0 0 0 0 0 0 0 0 1 0.3 Disclosed Not Voted On 0 0 0 0 0 0 14 15.22 6 6.98 10 14.93 0 0 0 0 13 100.00 43 13.5 Totals (All Proposals) 0 100.0 7 100.0 51 100.0 92 100.0 86 100.0 67 100.0 3 100.0 0 100.0 13 100.0 319 100.0

Average Vote Results (Votes For)

2005 2006 2007 2008 2009 2010 2011 2012 2013 Totals Result % # % # % # % # % # % # % # % # % # % # % Shares Out 0.0 0 28.3 7 28.1 51 29.0 77 30.9 80 30.4 57 13.6 3 0.0 0 0.0 0 29.5 275 % Yes/No 0.0 0 40.1 7 40.6 51 41.2 77 45.3 80 44.0 57 20.2 3 0.0 0 0.0 0 42.6 275 % Votes Cast(1) 0.0 0 38.9 7 38.2 51 39.0 77 43.1 80 41.6 57 19.0 3 0.0 0 0.0 0 40.4 275 Average Vote Results (Votes Against) 2005 2006 2007 2008 2009 2010 2011 2012 2013 Totals Result % # % # % # % # % # % # % # % # % # % # % Shares Out 0.0 0 42.5 7 41.9 51 42.0 77 37.3 80 38.9 57 57.0 3 0.0 0 0.0 0 40.2 275 % Yes/No 0.0 0 59.9 7 59.4 51 58.8 77 54.7 80 56.0 57 79.8 3 0.0 0 0.0 0 57.4 275 % Votes Cast(1) 0.0 0 58.0 7 56.1 51 55.7 77 52.3 80 53.0 57 76.6 3 0.0 0 0.0 0 54.5 275 Average Vote Results (Abstentions) 2005 2006 2007 2008 2009 2010 2011 2012 2013 Totals Result % # % # % # % # % # % # % # % # % # % # % Shares Out 0.0 0 2.2 7 4.3 50 4.0 76 3.4 79 4.1 57 3.2 3 0.0 0 0.0 0 3.8 272 % Yes/No 0.0 0 3.2 7 6.4 50 5.9 76 5.2 79 6.1 57 4.6 3 0.0 0 0.0 0 5.7 272 % Votes Cast(1) 0.0 0 3.1 7 5.8 50 5.4 76 4.6 79 5.4 57 4.3 3 0.0 0 0.0 0 5.2 272 Average Vote Results (Broker Non-Votes) 2005 2006 2007 2008 2009 2010 2011 2012 2013 Totals Result % # % # % # % # % # % # % # % # % # % # % Shares Out 0.0 0 0.2 6 0.1 44 0.1 64 0.1 62 0.1 53 0.1 2 0.0 0 0.0 0 0.1 231 % Yes/No 0.0 0 26.4 6 19.2 44 18.4 64 23.4 62 16.9 53 19.7 2 0.0 0 0.0 0 19.8 231 % Votes Cast(1) 0.0 0 25.5 6 17.9 44 17.4 64 22.5 62 16.0 53 18.4 2 0.0 0 0.0 0 18.8 231 (1) Include abstensions Search Result 319 proposal(s) Search Criteria Exclude proposals by Non-US companies, Shareholder proposals only Advisory Vote on Compensation ("say on pay")