1 2020 Proxy Resolutions and Voting Guide © ICCR 2020 Proxy Resolutions and Voting Guide ICCR Member Resolutions by Company Table of Contents Company Resolution Page Number Alphabetical Resolutions Key 2 3M Company Consider Pay Grades When Setting CEO Compensation 69 Abbott Laboratories Lobbying Expenditures Disclosure - Pharma 201 2020 Executive Summary 10 AbbVie Exec. Comp. and Drug Pricing Risks-Feasibility Report 130 2020 Resolutions by Topic 18 Lobbying Expenditures Disclosure - Pharma 201 Climate Change 18 Advance Auto Parts, Inc. Human Capital Management Disclosure 189 Corporate Governance 51 AES Corporation Lobbying Expend. Disclosure - Climate Change Withdrawn 200 Diversity and Inclusiveness 73 Alphabet, Inc. Child Sexual Exploitation Online 184 Environmental Health and Evaluate Company Whistleblower Policies and Practices 172 Sustainability 99 Exec. Pay-Incorporate Diversity & Sustainability Metrics 96 Food 115 Gender and Racial Pay Gap 75 Health 125 . Give Each Share an Equal Vote 55 Human Rights/Worker Rights 139 Human Rights Risk Committee of the Board 163 Lobbying/Political Contributions 193 Report on Government Content Removal Requests 170 Water 212 Altria Group, Inc. Discouraging Nicotine Use Among Youth 138 A Guide to Filing Resolutions 221 Lobbying Expenditures Disclosure 202 Resolution Leads and Co-Filers 224 Amazon.com, Inc Adopt a Human Rights Policy Challenged 143 Contact Details for Filers 239 Board Oversight of ESG Risks of 3rd-Party Sellers Challenged 114 Customer Due Diligence Challenged 173 Exec. Pay-Incorporate Diversity & February 21, 2020 Sustainability Metrics Challenged 95 Hate Speech Products 167 Layout: Kathryn Hillert Brewer; Cover: Molly Conley. Human Rights Impact Assessment Challenged 147 Images: Header: Phongphan/Shutterstock; p. 10: achinthamb/shutterstock.com; p. 12: educationvotes. Human Trafficking Prevention Withdrawn 161 nea.org and upsplash; p. 13: Uber Images/shutter- Lobbying Expenditures Disclosure - Climate Change 197 stock.com and Victor Moussa/shutterstock.com; p. Reduce Food Waste 124 14: Fotos593/shutterstock.com and serdthongchai/ shutterstock.com; p. 15: upsplash; p. 17: quietbits/ AMEREN (Union Electric) Independent Board Chair 63 shutterstock.com; p. 21: Scharfsinn/Shutterstock. American Water Works Lobbying Expenditures Disclosure 203 com and Jesus Keller/ shutterstock.com; p. 51: Aar- Amgen Inc. Exec. Comp./Drug Pricing Risks-Feasibility Report W/drawn 130 on-Schwartz/shutterstock.com; p. 73: Uber Images/ shutterstock.com; p. 100: Loretta Sze/shutterstock. Independent Board Chair 62 com and Darak77/iStockphotos; p. 126: grungeelfz/ ANI Pharmaceuticals, Inc. Board Diversity 88 shutterstock.com; p. 140: David Schilling; p. 141: Apple Computer, Inc. Exec. Pay-Incorporate Sustainability Metrics 97 peshko+va/shutterstock.com; p. 193: spxChrome/ iStockphoto; p 194: mj007/shutterstock.com; p. 195: Aqua America, Inc. Gender Identity Non-Discrimination Policy 94 bakdc/shutterstock.com; pmphoto/Shutterstock.com; Archer Daniels Midland Deforestation Withdrawn 118 p. 213: funky-data/iStockphoto; and p. 223: webking/ AT&T Inc. Child Sexual Exploitation Online 185 iStockphoto.com. Automatic Data Processing Include Non-Management Employees on the Board 67 © 2020 Interfaith Center on Corporate Badger Meter Inc. Include Non-Management Employees on the Board 67 Responsibility Baker Hughes Inc. Reduce Climate-Related Water Risk 217 www.iccr.org 2 2020 Proxy Resolutions and Voting Guide © ICCR 2020 Proxy Resolutions and Voting Guide Company Resolution Page Number Bank of America Corp. Risks of Maintaining Carbon-Intensive Lending Withdrawn 40 Bank of Montreal Adopt Targets for Reducing GHG Emissions from Lending 41 Barclays PLC Report on Reducing GHG Emissions Associated with Lending Activities 35 Biogen, Inc. Exec. Comp. and Drug Pricing Risks - Feasibility Report 130 BlackRock, Inc. Change Company Mgt. Systems to Implement BRT Statement 53 Lobbying Expenditures Disclosure - Climate Change 199 Proxy Voting Policies Related to Climate Change Withdrawn 45 Bloomin’ Brands Deforestation 118 Boeing Company Lobbying Expenditures Disclosure - Climate Change 200 Boston Scientific Corporation Include Non-Management Employees on the Board 67 BP plc Report on Plans to Align Operations with Paris Agreement 27 Bridge Bancorp, Inc. Board Diversity Withdrawn 92 Brinker International Inc. (Chili’s) Assess Strategies to Strengthen Supplier Antibiotic Use Spring Filing 122 Bristol-Myers Squibb Company Independent Board Chair 58 Broadcom Inc. Recruitment and Forced Labor Withdrawn 150 Campbell Soup Company Report Quantitative Metrics on Supply Chain Pesticide Use Spring Filing 123 Canadian National Railway Pay Disparity 71 Capital One Financial Corp. Senior Executive Equity Compensation Retention Policy 72 Carnival Corporation, Inc. Adopt a Human Rights Policy Withdrawn 145 Caterpillar Inc. Lobbying Expenditures Disclosure 202 Centene Corporation Political Contributions 210 CenturyLink, Inc. Lobbying Expenditures Disclosure 202 Charles Schwab Corporation (The) Lobbying Expenditures Disclosure 204 Charter Communications, Inc. Sustainability Reporting - Climate Emphasis 50 Cheniere Energy Lobbying Expenditures Disclosure - Climate Change 200 Chevron Corp. Assess Risk of Expanding Operations in Flood-Prone Areas 43 Climate Lobbying Report 196 Evaluation of Human Rights Practices 158 Independent Board Chair 66 Lobbying Expenditures Disclosure - Climate Change 200 Report on Plans to Align Operations with Paris Agreement 22 Cipotle Mexican Grill, Inc. Report on Plans to Align Operations with Paris Agreement Withdrawn 26 Choice Hotels International, Inc. Workforce Diversity Report 82 CIGNA Corporation Gender and Racial Pay Gap 76 Citigroup Lobbying Expenditures Disclosure - Climate Change 198 Coca-Cola Company Political Contributions 207 Coles Group Limited Modern Slavery in Company Operations and Supply Chains 151 Comcast Corp. Lobbying Expenditures Disclosure 202 3 2020 Proxy Resolutions and Voting Guide © ICCR 2020 Proxy Resolutions and Voting Guide Company Resolution Page Number Community Trust Bank Risks of Maintaining Carbon-Intensive Lending Withdrawn 39 CoreCivic Director Qualifications: Human Rights Expertise Withdrawn 178 Costco Wholesale Corp. Demonstrate Progress Towards Phasing Out Antibiotics Withdrawn 120 CVS Health Corp Establish Deferral Period for Senior Executive Bonuses 132 Increase Scale of Support for Solutions to Plastic Pollution Withdrawn 104 DaVita Inc. Political Contributions 209 Dell Technologies Executive Leadership Diversity 93 Delta Air Lines, Inc. Political Contributions 209 Devon Energy Report on Plans to Align Operations with Paris Agreement 25 Diamondback Energy Reduce Climate-Related Water Risk 215 Disney (Walt) Company / ABC Lobbying Expenditures Disclosure - Climate Change Challenged 198 Dominion Energy Risks of Stranded Assets 29 DTE Energy Political Contributions 208 Duke Energy Corp. Lobbying Expenditures Disclosure - Climate Change 200 Report on Mitigating Health and Climate Impacts of Coal Use 48 Risks of Stranded Assets Withdrawn 29 EastGroup Properties Gender Identity Non-Discrimination Policy Withdrawn 94 Eli Lilly and Company Exec. Comp. and Drug Pricing Risks-Feasibility Report 131 Independent Board Chair 60 Lobbying Expenditures Disclosure - Pharma 201 Ensign Group Board Diversity 92 Entergy Corp. Reduce Climate-Related Water Risk 216 Equinor ASA Report on Plans to Align Operations with Paris Agreement 27 Evergy, Inc. Political Contributions 209 Expedia, Inc. Political Contributions 209 Exxon Mobil Corporation Adopt Policy on Prison Labor in Supply Chain 181 Assess Risk of Expanding Operations in Flood-Prone Areas 43 Climate Lobbying Report 196 Lobbying Expenditures Disclosure - Climate Change 198 Political Contribution 211 Report on Plans to Align Operations with Paris Agreement 22 Facebook Inc. Child Sexual Exploitation Online 187 Give Each Share an Equal Vote 54 Human Rights Board Oversight 162 Independent Board Chair 56 Nominate Human/Civil Rights Expert to the Board 168 Reboot FB to Address Mismanagement Around Privacy Withdrawn 171 Fastenal Co. Workforce Diversity Report 87 4 2020 Proxy Resolutions and Voting Guide © ICCR 2020 Proxy Resolutions and Voting Guide Company Resolution Page Number FedEx Corporation Strategies for Mitigating Carbon Footprint of Vehicle Fleet Spring Filing 47 FirstCash, Inc. Board Diversity Withdrawn 92 First Horizon National Corp. Adopt a Human Rights Policy Withdrawn 179 Ford Motor Company Lobbying Expenditures Disclosure - Climate Change 198 General Electric Company Report on Plans to Align Operations with Paris Agreement 23 General Motors Corp. Human Rights Policy Implementation 157 Lobbying Expenditures Disclosure - Climate Change 198 Genuine Parts Company Human Capital Management Disclosure 188 GEO Group Inc. Lobbying Expenditures Disclosure 202 Gilead Sciences, Inc. Assess Company Diversity and Inclusion Efforts 81 Establish Deferral Period for Senior Executive Bonuses 132 Independent Board Chair 61 Goldman Sachs Group Inc. Report on Measuring GHG Footprint of Lending Activities 38 Great-West Lifeco Inc. Say on Pay 70 Halliburton Company Reduce Climate-Related Water Risk 214 Hanesbrands, Inc. Workforce Diversity Report Withdrawn 84 Hanover Insurance Group Executive Leadership Diversity Withdrawn 93 Hertz Global Holdings, Inc. Strategies for Mitigating Carbon Footprint of Vehicle Fleet 47 Hess Corporation Report on Plans to Align Operations with Paris Agreement 25 Hollyfrontier Corporation Worker Safety Events and Environmental