spms stichting pensioenfonds medisch specialisten all ... 04_spms... · 1a elect director steven j....

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report

Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018

Flotek Industries, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director L.V. "Bud" McGuire 1.6

Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.

Mgmt Against For Approve Omnibus Stock Plan 2

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation

3

Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For For Ratify Moss Adams LLP as Auditors 4

Flowserve Corporation Meeting Date: 05/24/2018 Country: USA

Meeting Type: Annual Ticker: FLS

Primary ISIN: US34354P1057 Primary SEDOL: 2288406

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director R. Scott Rowe Mgmt For For

Mgmt For For Elect Director Ruby R. Chandy 1b

Mgmt For For Elect Director Leif E. Darner 1c

Mgmt For For Elect Director Gayla J. Delly 1d

Mgmt For For Elect Director Roger L. Fix 1e

Mgmt For For Elect Director John R. Friedery 1f

Mgmt For For Elect Director Joe E. Harlan 1g

Mgmt For For Elect Director Rick J. Mills 1h

Mgmt For For Elect Director David E. Roberts 1i

Page 900 of 2,968



Flowserve Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


2

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.

Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3

SH For Against Adopt GHG Emissions Reduction Goals 4

Voter Rationale: Climate change presents ongoing and serious long-term operational and regulatory risks that can impact shareholder value. The company should assess and set goals to address its greenhouse gas emissions. This is particularly important given the need for individual corporate action given the regulatory vacuum on this important issue in the United States.

SH Against Against Provide Right to Act by Written Consent 5

Fluor Corporation Meeting Date: 05/03/2018 Country: USA

Meeting Type: Annual Ticker: FLR

Primary ISIN: US3434121022 Primary SEDOL: 2696838

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Peter K. Barker Mgmt For For

Mgmt For For Elect Director Alan M. Bennett 1B

Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Rosemary T. Berkery 1C

Mgmt Against For Elect Director Peter J. Fluor 1D

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, this director is not sufficiently independent to serve as the independent lead director.

Mgmt Against For Elect Director James T. Hackett 1E

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Samuel J. Locklear, III 1F


Page 901 of 2,968



Fluor Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Deborah D. McWhinney 1G


Mgmt For For Elect Director Armando J. Olivera 1H


Mgmt For For Elect Director Matthew K. Rose 1I

Mgmt For For Elect Director David T. Seaton 1J

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Furthermore, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director Nader H. Sultan 1K


Mgmt For For Elect Director Lynn C. Swann 1L



2

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

Mgmt For For Ratify Ernst & Young LLP as Auditors 3

Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.

SH For Against Adopt Quantitative Company-wide GHG Goals 4


Flushing Financial Corporation Meeting Date: 05/30/2018 Country: USA

Meeting Type: Annual Ticker: FFIC


Page 902 of 2,968



Flushing Financial Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Steven J. D'Iorio Mgmt For Against

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Against For Elect Director Louis C. Grassi 1b

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Sam S. Han 1c

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt Against For Elect Director John E. Roe, Sr. 1d

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.


2

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For For Ratify BDO USA, LLP as Auditors 3

Page 903 of 2,968



FMC Corporation Meeting Date: 04/24/2018 Country: USA

Meeting Type: Annual Ticker: FMC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Pierre Brondeau Mgmt For For

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.

Mgmt For For Elect Director Eduardo E. Cordeiro 1b


Mgmt Withhold For Elect Director G. Peter D'Aloia 1c

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, this director is not sufficiently independent to serve as the independent lead director. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. Lastly, the board should act with accountability to the investors it represents and take action on majority shareholder votes.

Mgmt Withhold For Elect Director C. Scott Greer 1d

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director K'Lynne Johnson 1e

Mgmt For For Elect Director Dirk A. Kempthorne 1f


Mgmt For For Elect Director Paul J. Norris 1g

Mgmt For For Elect Director Margareth Ovrum 1h


Mgmt For For Elect Director Robert C. Pallash 1i

Mgmt For For Elect Director William H. Powell 1j

Mgmt For For Elect Director Vincent R. Volpe, Jr. 1k


Mgmt For For Ratify KPMG LLP as Auditors 2


Page 904 of 2,968



FMC Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


3

Voter Rationale: Sseverance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

Fonar Corporation Meeting Date: 06/11/2018 Country: USA

Meeting Type: Annual Ticker: FONR

Primary ISIN: US3444374058 Primary SEDOL: B1W52D6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Raymond V. Damadian Mgmt For For

Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities. Furthermore, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Moreover, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

Mgmt For For Elect Director Claudette J.V. Chan 1.2

Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

Mgmt Withhold For Elect Director Robert J. Janoff 1.3

Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Withhold For Elect Director Charles N. O'Data 1.4

Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Ronald G. Lehman 1.5


Page 905 of 2,968



Fonar Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation

2

Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Ratify Marcum LLP as Auditors 3

Mgmt Against For Other Business 4

Voter Rationale: Any Other Business should not be a voting item.

Fonciere des Regions Meeting Date: 04/19/2018 Country: France

Meeting Type: Annual/Special Ticker: FDR

Primary ISIN: FR0000064578 Primary SEDOL: 7745638

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Ordinary Business Mgmt

Mgmt For For Approve Financial Statements and Statutory Reports

1

Mgmt For For Approve Consolidated Financial Statements and Statutory Reports

2

Mgmt For For Approve Allocation of Income and Dividends of EUR 4.50 per Share

3

Mgmt For For Approve Auditors' Special Report on Related-Party Transactions

4

Mgmt Against For Approve Severance Agreement with Dominique Ozanne, Vice CEO

5

Voter Rationale: If granted, payments to former executives should be subject to appropriate performance targets and triggering events that are in line with market best practice.

Mgmt For For Approve Remuneration Policy of Chairman of the Board

6

Mgmt For For Approve Remuneration Policy of CEO 7

Mgmt For For Approve Remuneration Policy of Vice CEOs 8

Mgmt For For Approve Compensation of Jean Laurent, Chairman of the Board

9

Page 906 of 2,968



Fonciere des Regions Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Compensation of Christophe Kullmann , CEO

10

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt Against For Approve Compensation of Olivier Esteve , Vice CEO

11


Mgmt Against For Reelect ACM Vie as Director 12

Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

Mgmt Against For Reelect Romolo Bardin as Director 13

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Reelect Delphine Benchetrit as Director 14

Mgmt Against For Reelect Sigrid Duhamel as Director 15


Mgmt For For Renew Appointment of Mazars as Auditor 16

Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 800,000

17

Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital

18

Mgmt Extraordinary Business

Mgmt For For Authorize Capitalization of Reserves of Up to EUR 22.4 Million for Bonus Issue or Increase in Par Value

19

Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares

20

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 56 Million

21

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 22.4 Million

22

Mgmt For For Authorize Capital Increase of Up to 10 Percent of Issued Capital for Future Exchange Offers

23

Mgmt For For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind

24

Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans

25

Page 907 of 2,968



Fonciere des Regions Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Authorize Filing of Required Documents/Other Formalities

26

Ford Motor Company Meeting Date: 05/10/2018 Country: USA

Meeting Type: Annual Ticker: F


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Stephen G. Butler Mgmt For Against

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt Against For Elect Director Kimberly A. Casiano 1b


Mgmt For For Elect Director Anthony F. Earley, Jr. 1c


Mgmt Against For Elect Director Edsel B. Ford, II 1d

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director William Clay Ford, Jr. 1e

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

08 of 2,968



Ford Motor Company Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director James P. Hackett 1f

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

Mgmt For For Elect Director William W. Helman, IV 1g


Mgmt For For Elect Director William E. Kennard 1h


Mgmt For For Elect Director John C. Lechleiter 1i


Mgmt Against For Elect Director Ellen R. Marram 1j

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. Additionally, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Director John L. Thornton 1k

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director John B. Veihmeyer 1l


Mgmt For For Elect Director Lynn M. Vojvodich 1m


Mgmt For For Elect Director John S. Weinberg 1n




Page 909 of 2,968



Ford Motor Company Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


3

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Voter Rationale: Plan renewal should be subject to shareholder approval. In addition, this plan could lead to excessive dilution. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

SH For Against Approve Recapitalization Plan for all Stock to Have One-vote per Share

5

Voter Rationale: "One share, one vote" is a fundamental element of good corporate governance. Companies should not create shares with impaired or enhanced voting rights.

SH For Against Report on Lobbying Payments and Policy 6

Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.

SH For Against Report on Fleet GHG Emissions in Relation to CAFE Standards

7


SH For Against Transparent Political Spending 8


FORESTAR GROUP INC. Meeting Date: 05/08/2018 Country: USA

Meeting Type: Annual Ticker: FOR

Primary ISIN: US3462321015 Primary SEDOL: BF16ZX9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Samuel R. Fuller Mgmt For Against

Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 910 of 2,968



FORESTAR GROUP INC. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director M. Ashton Hudson 1B

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval.

Mgmt For For Elect Director G.F. (Rick) Ringler, III 1C

Mgmt For For Elect Director Donald C. Spitzer 1D

Voter Rationale: In the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

Mgmt For For Elect Director Donald J. Tomnitz 1E


2

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.


FormFactor, Inc. Meeting Date: 05/18/2018 Country: USA

Meeting Type: Annual Ticker: FORM


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Richard DeLateur Mgmt For For


Mgmt For For Elect Director Edward Rogas, Jr. 1B


Page 911 of 2,968



FormFactor, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


2

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.


Mgmt For For Amend Qualified Employee Stock Purchase Plan 4

Formosa Plastics Corp. Meeting Date: 06/20/2018 Country: Taiwan

Meeting Type: Annual Ticker: 1301

Primary ISIN: TW0001301000 Primary SEDOL: 6348544

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements Mgmt For For


Mgmt For For Approve Plan on Profit Distribution 2

Mgmt For For Approve Amendments to Articles of Association 3

Mgmt For For Amendments to Trading Procedures Governing Derivatives Products

4

Mgmt ELECT NON-INDEPENDENT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING

Mgmt Against For Elect JASON LIN, with ID No.D100660XXX as Non-independent Director

5.1

Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, for companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.

Mgmt Against For Elect WILLIAM WONG, a Representative of FORMOSA CHEMICALS AND FIBRE CORPORATION, with SHAREHOLDER NO.0006400, as Non-independent Director

5.2

Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.

Page 912 of 2,968



Formosa Plastics Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect SUSAN WANG, a Representative of NAN YA PLASTICS CORPORATION, with SHAREHOLDER NO.0006145, as Non-independent Director

5.3

Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

Mgmt Against For Elect WILFRED WANG, a Representative of FORMOSA PETROCHEMICAL CORPORATION, with SHAREHOLDER NO.0558432, as Non-independent Director

5.4


Mgmt Against For Elect C. T. LEE, with SHAREHOLDER NO.0006190 as Non-independent Director

5.5


Mgmt Against For Elect CHER WANG, with SHAREHOLDER NO.0771725 as Non-independent Director

5.6


Mgmt Against For Elect RALPH HO, with SHAREHOLDER NO.0000038 as Non-independent Director

5.7


Mgmt Against For Elect K. H. WU, with SHAREHOLDER NO.0055597 as Non-independent Director

5.8


Mgmt For For Elect K. L. HUANG, with SHAREHOLDER NO.0417050 as Non-independent Director

5.9

Mgmt For For Elect CHENG-CHUNG CHENG, with ID No.A102215XXX as Non-independent Director

5.10

Mgmt For For Elect JERRY LIN, with ID No.R121640XXX as Non-independent Director

5.11

Mgmt For For Elect CHING-LIAN HUANG, with ID No.R101423XXX as Non-independent Director

5.12

Mgmt For For Elect C. L.WEI, with ID No.J100196XXX as Independent Director

5.13

Mgmt For For Elect C. J. WU, with ID No.R101312XXX as Independent Director

5.14

Mgmt For For Elect YEN-HSIANG SHIH, with ID No.B100487XXX as Independent Director

5.15

Page 913 of 2,968



Formosa Plastics Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Release of Restrictions of Competitive Activities of Newly Appointed Directors and Representatives

6

Voter Rationale: A vote against is warranted because there is lack of disclosure on the pertinent details of the proposal.

Forrester Research, Inc. Meeting Date: 05/08/2018 Country: USA

Meeting Type: Annual Ticker: FORR


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jean M. Birch Mgmt For For

Mgmt For For Elect Director David Boyce 1.2


Mgmt For For Elect Director Neil Bradford 1.3

Mgmt For For Elect Director George F. Colony 1.4

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Also, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.

Mgmt For For Elect Director Anthony Friscia 1.5

Mgmt Withhold For Elect Director Robert M. Galford 1.6

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director Gretchen G. Teichgraeber 1.7


Mgmt For For Elect Director Yvonne Wassenaar 1.8



Page 914 of 2,968



Forrester Research, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


4


Fortinet, Inc. Meeting Date: 06/22/2018 Country: USA

Meeting Type: Annual Ticker: FTNT

Primary ISIN: US34959E1091 Primary SEDOL: B5B2106

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Declassify the Board of Directors Mgmt For For

Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.

Mgmt For For Elect Director Ken Xie 2.1


Mgmt For For Elect Director Gary Locke 2.2

Mgmt For For Elect Director Judith Sim 2.3

Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3


4

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Fortive Corporation Meeting Date: 06/05/2018 Country: USA

Meeting Type: Annual Ticker: FTV

Primary ISIN: US34959J1088 Primary SEDOL: BYT3MK1

Page 915 of 2,968



Fortive Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Feroz Dewan Mgmt For Against

Voter Rationale: We have concerns given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents which adversely impact shareholder rights.

Mgmt For For Elect Director James A. Lico 1B

Mgmt For For Ratify Ernst and Young LLP as Auditors 2


3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance.

Mgmt Against For Amend Omnibus Stock Plan 4

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Fortune Brands Home & Security, Inc. Meeting Date: 05/01/2018 Country: USA

Meeting Type: Annual Ticker: FBHS

Primary ISIN: US34964C1062 Primary SEDOL: B3MC7D6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Ann F. Hackett Mgmt For For


Mgmt For For Elect Director John G. Morikis 1b


Mgmt For For Elect Director Ronald V. Waters, III 1c


Page 916 of 2,968



Fortune Brands Home & Security, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.

Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4

Fortune Real Estate Investment Trust Meeting Date: 04/27/2018 Country: Singapore

Meeting Type: Annual Ticker: F25U

Primary ISIN: SG1O33912138 Primary SEDOL: 6677174

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Adopt Trustee's Report, Statement by the Manager, Audited Financial Statements and Auditors' Report

Mgmt For For


Mgmt For For Approve Deloitte & Touche LLP and Deloitte Touche Tohmatsu as Auditors and Authorize Manager to Fix Their Remuneration

2

Mgmt For For Elect Chiu Kwok Hung, Justin as Director 3

Mgmt For For Elect Lim Hwee Chiang as Director 4

Mgmt For For Elect Ma Lai Chee, Gerald as Director 5

Mgmt For For Elect Koh Poh Wah as Director 6

Mgmt For For Authorize Unit Repurchase Program 7

Fortune Real Estate Investment Trust Meeting Date: 04/27/2018 Country: Singapore

Meeting Type: Special Ticker: F25U

Primary ISIN: SG1O33912138 Primary SEDOL: 6677174

Page 917 of 2,968



Fortune Real Estate Investment Trust

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Waiver Extension Including the Proposed New Annual Caps

Mgmt For For

Mgmt For For Approve Expanded Investment Scope Regarding Geographical Scope Together with Geographical Scope Amendments

2

Mgmt For For Approve Expanded Investment Scope Regarding Property Development and Related Activities Together with Property Development Amendments

3

Mgmt Against For Approve Expanded Investment Scope Regarding Relevant Investments Together with Relevant Investments Amendments

4

Voter Rationale: We think expansion of investment scope into financial instruments would expose the trust to unnecessary risks.

Forum Energy Technologies, Inc. Meeting Date: 05/15/2018 Country: USA

Meeting Type: Annual Ticker: FET

Primary ISIN: US34984V1008 Primary SEDOL: B4K4F48

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Michael McShane Mgmt For For


Mgmt For For Elect Director Terence M. O'Toole 1.2


Mgmt For For Elect Director Louis A. Raspino 1.3


Mgmt For For Elect Director John Schmitz 1.4


Page 918 of 2,968



Forum Energy Technologies, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


2

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance.


Forward Air Corporation Meeting Date: 05/15/2018 Country: USA

Meeting Type: Annual Ticker: FWRD


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Ronald W. Allen Mgmt For For


Mgmt For For Elect Director Ana B. Amicarella 1.2

Mgmt For For Elect Director Valerie A. Bonebrake 1.3

Mgmt For For Elect Director Bruce A. Campbell 1.4

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.

Mgmt Withhold For Elect Director C. Robert Campbell 1.5

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. Additionally, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director R. Craig Carlock 1.6

Mgmt Withhold For Elect Director C. John Langley, Jr. 1.7

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 919 of 2,968



Forward Air Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director G. Michael Lynch 1.8





3


Fossil Group, Inc. Meeting Date: 05/23/2018 Country: USA

Meeting Type: Annual Ticker: FOSL

Primary ISIN: US34988V1061 Primary SEDOL: BBGT609

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Mark R. Belgya Mgmt For For

Mgmt For For Elect Director William B. Chiasson 1.2

Mgmt For For Elect Director Mauria A. Finley 1.3

Mgmt For For Elect Director Kosta N. Kartsotis 1.4


Mgmt For For Elect Director Diane L. Neal 1.5

Mgmt For For Elect Director Thomas M. Nealon 1.6

Mgmt For For Elect Director James E. Skinner 1.7

Mgmt For For Elect Director Gail B. Tifford 1.8

Mgmt For For Elect Director James M. Zimmerman 1.9

Page 920 of 2,968



Fossil Group, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


2



Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, this plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.



Foster Electric Co. Ltd. Meeting Date: 06/21/2018 Country: Japan


Primary ISIN: JP3802800007 Primary SEDOL: 6349008

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 35

Mgmt For For

Four Corners Property Trust, Inc. Meeting Date: 06/15/2018 Country: USA

Meeting Type: Annual Ticker: FCPT

Primary ISIN: US35086T1097 Primary SEDOL: BZ16HK0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director William H. Lenehan Mgmt For For

Mgmt For For Elect Director Douglas B. Hansen 1b

Page 921 of 2,968



Four Corners Property Trust, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director John S. Moody 1c

Mgmt For For Elect Director Marran H. Ogilvie 1d

Mgmt For For Elect Director Paul E. Szurek 1e

Mgmt For For Elect Director Charles L. Jemley 1f

Mgmt For For Elect Director Eric S. Hirschhorn 1g



3

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the remuneration committee should not allow vesting of incentive awards for below median performance. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Fox Factory Holding Corp. Meeting Date: 05/03/2018 Country: USA

Meeting Type: Annual Ticker: FOXF

Primary ISIN: US35138V1026 Primary SEDOL: BCRY5K3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Michael Dennison Mgmt For For


Mgmt For For Elect Director Ted Waitman 1.2


Mgmt For For Ratify Grant Thornton LLP as Auditors 2


3

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Page 922 of 2,968



Fox Factory Holding Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


FP Corporation Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Indemnify Directors Mgmt For For

Mgmt For For Elect Director Sato, Morimasa 2.1

Mgmt Against For Elect Director Takanishi, Tomoki 2.2

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

Mgmt Against For Elect Director Nagai, Nobuyuki 2.3


Mgmt Against For Elect Director Ikegami, Isao 2.4


Mgmt Against For Elect Director Uegakiuchi, Shoji 2.5


Mgmt Against For Elect Director Yasuda, Kazuyuki 2.6


Mgmt Against For Elect Director Oka, Koji 2.7


Mgmt Against For Elect Director Sato, Osamu 2.8


Mgmt Against For Elect Director Nagao, Hidetoshi 2.9


Page 923 of 2,968



FP Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Kobayashi, Kenji 2.10


Mgmt Against For Elect Director Tawara, Takehiko 2.11


Mgmt Against For Elect Director Fukiyama, Iwao 2.12


Mgmt Against For Elect Director Nishimura, Kimiko 2.13


Mgmt Against For Elect Director Takahashi, Masanobu 2.14


Mgmt Against For Elect Director and Audit Committee Member Sueyoshi, Takejiro

3.1

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.The audit committee should be majority independent – and companies should strive to make them fully independent.

Mgmt Against For Elect Director and Audit Committee Member Midorikawa, Masahiro

3.2

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.The audit committee should be majority independent - and companies should strive to make them fully independent.

Mgmt Against For Elect Director and Audit Committee Member Nakai, Toshiro

3.3


Mgmt Against For Elect Director and Audit Committee Member Matsumoto, Shuichi

3.4


FRANCE BED HOLDINGS CO LTD Meeting Date: 06/22/2018 Country: Japan



Page 924 of 2,968



FRANCE BED HOLDINGS CO LTD

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 12.5

Mgmt For For

Mgmt For For Amend Articles to Remove Some Provisions on Advisory Positions

2

Mgmt Against For Elect Director Ikeda, Shigeru 3.1

Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.

Mgmt Against For Elect Director Kadota, Kazumi 3.2


Mgmt Against For Elect Director Shimada, Tsutomu 3.3


Mgmt Against For Elect Director Ueda, Takashi 3.4


Mgmt Against For Elect Director Ikeda, Kazumi 3.5


Mgmt Against For Elect Director and Audit Committee Member Kimura, Akihito

4.1


Mgmt For For Elect Director and Audit Committee Member Watanabe, Fumio

4.2

Mgmt For For Elect Director and Audit Committee Member Nakamura, Shuichi

4.3

Mgmt For For Elect Alternate Director and Audit Committee Member Watanabe, Satoshi

5

Francesca's Holding Corporation Meeting Date: 05/31/2018 Country: USA

Meeting Type: Annual Ticker: FRAN

Primary ISIN: US3517931040 Primary SEDOL: B4RM4H1

Page 925 of 2,968



Francesca's Holding Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Patricia Bender Mgmt For For

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Mgmt For For Elect Director Joseph O'Leary 1.2


Mgmt For For Elect Director Marie Toulantis 1.3




3

Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Franklin Electric Co., Inc. Meeting Date: 05/04/2018 Country: USA

Meeting Type: Annual Ticker: FELE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Gregg C. Sengstack Mgmt For For

Page 926 of 2,968



Franklin Electric Co., Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.

Mgmt Against For Elect Director David M. Wathen 1b

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, this director is not sufficiently independent to serve as the independent lead director. Moreover, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.




3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Franklin Financial Network, Inc. Meeting Date: 05/24/2018 Country: USA

Meeting Type: Annual Ticker: FSB

Primary ISIN: US35352P1049 Primary SEDOL: B84SJL9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jimmy E. Allen Mgmt For For

Mgmt For For Elect Director Henry W. Brockman, Jr. 1.2

Mgmt For For Elect Director Richard E. Herrington 1.3


Mgmt For For Elect Director David H. Kemp 1.4

Page 927 of 2,968



Franklin Financial Network, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Anil C. Patel 1.5

Mgmt For For Elect Director Pamela J. Stephens 1.6

Mgmt For For Elect Director Melody J. Sullivan 1.7

Mgmt For For Elect Director Gregory E. Waldron 1.8

Mgmt For For Elect Director Benjamin P. Wynd 1.9

Mgmt For For Ratify Crowe Horwath LLP as Auditors 2

Franklin Street Properties Corp. Meeting Date: 05/10/2018 Country: USA

Meeting Type: Annual Ticker: FSP

Primary ISIN: US35471R1068 Primary SEDOL: B02T2D1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director John N. Burke Mgmt For Withhold

Mgmt Withhold For Elect Director Kenneth A. Hoxsie 1.2

Mgmt Withhold For Elect Director Kathryn P. O'Neil 1.3



3

Frank's International N.V. Meeting Date: 05/23/2018 Country: Netherlands

Meeting Type: Annual Ticker: FI

Primary ISIN: NL0010556684 Primary SEDOL: BCRY5H0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Michael C. Kearney Mgmt For For


Mgmt For For Elect Director William B. Berry 1b

Page 928 of 2,968



Frank's International N.V. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Robert W. Drummond 1c

Mgmt For For Elect Director Michael E. McMahon 1d

Mgmt For For Elect Director D. Keith Mosing 1e

Mgmt For For Elect Director Kirkland D. Mosing 1f

Mgmt For For Elect Director S. Brent Mosing 1g

Mgmt For For Elect Director Alexander Vriesendorp 1h

Mgmt For For Adopt Financial Statements and Statutory Reports

2

Mgmt For For Approve Discharge of Supervisory Board 3

Mgmt For For Approve Discharge of Management Board 4

Mgmt For For Ratify KPMG Accountants N.V. as Auditors 5


Mgmt For For Approve Remuneration of Supervisory Board 7

Mgmt For For Authorize Management to Repurchase Shares 8

Fraport AG Frankfurt Airport Services Worldwide Meeting Date: 05/29/2018 Country: Germany

Meeting Type: Annual Ticker: FRA

Primary ISIN: DE0005773303 Primary SEDOL: 7107551

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Financial Statements and Statutory Reports for Fiscal 2017 (Non-Voting)

Mgmt


2

Mgmt For For Approve Discharge of Management Board for Fiscal 2017

3

Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2017

4

Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.

Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal 2018

5

Page 929 of 2,968



Fraport AG Frankfurt Airport Services Worldwide Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Uwe Becker to the Supervisory Board 6.1

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Moreover, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt For For Elect Kathrin Dahnke to the Supervisory Board 6.2

Mgmt Against For Elect Peter Feldmann to the Supervisory Board 6.3

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Moreover, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt Against For Elect Peter Gerber to the Supervisory Board 6.4

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.

Mgmt For For Elect Margarete Haase to the Supervisory Board 6.5

Mgmt Against For Elect Frank-Peter Kaufmann to the Supervisory Board

6.6

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Moreover, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt Against For Elect Lothar Klemm to the Supervisory Board 6.7

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Moreover, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt Against For Elect Michael Odenwald to the Supervisory Board

6.8

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.

Mgmt Against For Elect Karlheinz Weimar to the Supervisory Board 6.9

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Katja Windt to the Supervisory Board 6.10

Page 930 of 2,968



Fred's, Inc. Meeting Date: 06/25/2018 Country: USA

Meeting Type: Annual Ticker: FRED


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Heath B. Freeman Mgmt For For

Mgmt For For Elect Director Timothy A. Barton 1.2

Voter Rationale: Companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Mgmt For For Elect Director Dana Goldsmith Needleman 1.3

Mgmt For For Elect Director Steven B. Rossi 1.4


Mgmt For For Elect Director Thomas E. Zacharias 1.5



3

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

Mgmt For For Amend NOL Rights Plan (NOL Pill) 4

Freeport-McMoRan Inc. Meeting Date: 06/05/2018 Country: USA

Meeting Type: Annual Ticker: FCX

Primary ISIN: US35671D8570 Primary SEDOL: 2352118

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Richard C. Adkerson Mgmt For For

Page 931 of 2,968



Freeport-McMoRan Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Gerald J. Ford 1.2

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Director Lydia H. Kennard 1.3

Mgmt For For Elect Director Jon C. Madonna 1.4

Mgmt Against For Elect Director Courtney Mather 1.5

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Director Dustan E. McCoy 1.6

Mgmt For For Elect Director Frances Fragos Townsend 1.7



3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Further, the remuneration committee should not allow vesting of incentive awards for below median performance.

FreightCar America, Inc. Meeting Date: 05/10/2018 Country: USA

Meeting Type: Annual Ticker: RAIL

Primary ISIN: US3570231007 Primary SEDOL: B06T0P5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director James D. Cirar Mgmt For Withhold

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. Moreover, executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 932 of 2,968



FreightCar America, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Malcom F. Moore 1.2


Mgmt For For Elect Director James R. Meyer 1.3



2



Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Moreover, this plan could lead to excessive dilution. Also, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Fresenius Medical Care AG & Co. KGAA Meeting Date: 05/17/2018 Country: Germany

Meeting Type: Annual Ticker: FME


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports

Mgmt For For

Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account. Moreover, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.


2

Page 933 of 2,968



Fresenius Medical Care AG & Co. KGAA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Discharge of Personally Liable Partner for Fiscal 2017

3


4


Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2018 5

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Mgmt For For Amend Articles of Association 6

Fresh Del Monte Produce Inc. Meeting Date: 05/02/2018 Country: Cayman Islands

Meeting Type: Annual Ticker: FDP

Primary ISIN: KYG367381053 Primary SEDOL: 2118707

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Mohammad Abu-Ghazaleh Mgmt For For

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.

Mgmt Against For Elect Director John H. Dalton 1b

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Moreover, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the lack of a robust anti-pledging policy is concerning and raises questions about audit committee effectiveness in carrying out its risk oversight function. We encourage the committee to adopt a policy ideally prohibiting or severely restricting the pledging of company shares by executives. Lastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Mgmt For For Elect Director Ahmad Abu-Ghazaleh 1c


Page 934 of 2,968



Fresh Del Monte Produce Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Accept Financial Statements and Statutory Reports

2



Mgmt For For Approve Dividends 4


5

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

FRP Holdings, Inc. Meeting Date: 05/14/2018 Country: USA

Meeting Type: Annual Ticker: FRPH

Primary ISIN: US30292L1070 Primary SEDOL: BTCB1W2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Sale of Company Assets Mgmt For For

Mgmt Against For Advisory Vote on Golden Parachutes 2

Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Also, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

Mgmt For For Adjourn Meeting 3

Mgmt For For Elect Director John D. Baker, II 4.1


Page 935 of 2,968



FRP Holdings, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Charles E. Commander, III 4.2

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, this director is not sufficiently independent to serve as the independent lead director.

Mgmt Withhold For Elect Director H. W. Shad, III 4.3

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt Withhold For Elect Director Martin E. Stein, Jr. 4.4

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director William H. Walton, III 4.5


Mgmt For For Ratify Hancock Askew & Co., LLP as Auditors 5


6


FS Bancorp, Inc. Meeting Date: 05/17/2018 Country: USA

Meeting Type: Annual Ticker: FSBW

Primary ISIN: US30263Y1047 Primary SEDOL: B4Z5FD5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Joseph C. Adams Mgmt For For

Page 936 of 2,968



FS Bancorp, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Elect Director Joseph P. Zavaglia 1.2



2

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, this plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For For Ratify Moss Adams LLP as Auditors 4

FTD Companies, Inc. Meeting Date: 06/05/2018 Country: USA

Meeting Type: Annual Ticker: FTD

Primary ISIN: US30281V1089 Primary SEDOL: BFLR7Y7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Mir Aamir Mgmt For For


Mgmt Withhold For Elect Director James T. Armstrong 1.2

Voter Rationale: WITHHOLD votes are warranted for incumbent director nominees James Armstrong and Candace Duncan, in the absence of a say-on-pay proposal or compensation committee members on the ballot, due to pay-for-performance concerns driven by problematic equity grant practices.

Mgmt Withhold For Elect Director Candace H. Duncan 1.3

Voter Rationale: WITHHOLD votes are warranted for incumbent director nominees James Armstrong and Candace Duncan, in the absence of a say-on-pay proposal or compensation committee members on the ballot, due to pay-for-performance concerns driven by problematic equity grant practices.

Page 937 of 2,968



FTD Companies, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Also, this plan could lead to excessive dilution. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

FTI Consulting, Inc. Meeting Date: 06/06/2018 Country: USA

Meeting Type: Annual Ticker: FCN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Brenda J. Bacon Mgmt For For

Mgmt For For Elect Director Mark S. Bartlett 1b

Mgmt For For Elect Director Claudio Costamagna 1c

Mgmt For For Elect Director Vernon Ellis 1d

Mgmt For For Elect Director Nicholas C. Fanandakis 1e

Mgmt For For Elect Director Steven H. Gunby 1f

Mgmt Against For Elect Director Gerard E. Holthaus 1g

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Laureen E. Seeger 1h



3

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

Page 938 of 2,968



Fudo Tetra Corp. Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Approve Reverse Stock Split to Comply with Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split

2

Mgmt For For Elect Director Takehara, Yuji 3.1

Mgmt For For Elect Director Okuda, Shinya 3.2

Mgmt Against For Elect Director Yamashita, Akira 3.3


Mgmt Against For Elect Director Nakanishi, Tsutomu 3.4


Mgmt Against For Elect Director Hososaka, Shinichiro 3.5


Mgmt Against For Elect Director Obayashi, Jun 3.6


Mgmt Against For Elect Director and Audit Committee Member Matsumura, Masahiro

4.1


Mgmt For For Elect Director and Audit Committee Member Nagata, Seiichi

4.2

Mgmt For For Elect Director and Audit Committee Member Terasawa, Susumu

4.3

Mgmt For For Elect Director and Audit Committee Member Kuroda, Kiyoyuki

4.4

Fuji Co., Ltd. (8278) Meeting Date: 05/17/2018 Country: Japan



Page 939 of 2,968



Fuji Co., Ltd. (8278)

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Amend Articles to Clarify Director Authority on Shareholder Meetings

2

Fuji Corp Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Soga, Nobuyuki 2.1

Mgmt Against For Elect Director Suhara, Shinsuke 2.2


Mgmt Against For Elect Director Kodama, Seigo 2.3


Mgmt Against For Elect Director Kawai, Takayoshi 2.4


Mgmt Against For Elect Director Tatsumi, Mitsuji 2.5


Mgmt Against For Elect Director Ezaki, Hajime 2.6


Mgmt Against For Elect Director Sugiura, Masaaki 2.7


Mgmt For For Elect Director Kawai, Nobuko 2.8

Mgmt For For Elect Director Sasaki, Gen 2.9

Page 940 of 2,968



Fuji Corp Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Appoint Statutory Auditor Kuroyanagi, Yoshiaki 3

Mgmt For For Appoint Alternate Statutory Auditor Abe, Masaaki

4

Fuji Electric Co., Ltd. Meeting Date: 06/26/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Reverse Stock Split to Comply with Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split

Mgmt For For

Mgmt For For Elect Director Kitazawa, Michihiro 2.1

Mgmt Against For Elect Director Sugai, Kenzo 2.2


Mgmt Against For Elect Director Abe, Michio 2.3


Mgmt Against For Elect Director Tomotaka, Masatsugu 2.4


Mgmt Against For Elect Director Arai, Junichi 2.5


Mgmt For For Elect Director Tamba, Toshihito 2.6

Mgmt Against For Elect Director Tachikawa, Naomi 2.7


Mgmt For For Elect Director Hayashi, Yoshitsugu 2.8

Mgmt Against For Appoint Statutory Auditor Okuno, Yoshio 3

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

Page 941 of 2,968



Fuji Kyuko Co. Ltd. Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Amend Articles to Amend Business Lines - Reduce Directors' Term

2

Mgmt For For Elect Director Horiuchi, Koichiro 3.1

Mgmt Against For Elect Director Horiuchi, Tetsuo 3.2


Mgmt Against For Elect Director Uno, Ikuo 3.3


Mgmt Against For Elect Director Suzuki, Kaoru 3.4


Mgmt Against For Elect Director Omata, Kenji 3.5


Mgmt Against For Elect Director Hirose, Masanori 3.6


Mgmt Against For Elect Director Furuya, Tsuyoshi 3.7


Mgmt For For Appoint Statutory Auditor Kobayashi, Masayuki 4

Mgmt Against For Approve Trust-Type Equity Compensation Plan 5

Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.

Fuji Oil Holdings Inc. Meeting Date: 06/21/2018 Country: Japan



Page 942 of 2,968



Fuji Oil Holdings Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Shimizu, Hiroshi 2.1

Mgmt Against For Elect Director Sakai, Mikio 2.2


Mgmt Against For Elect Director Matsumoto, Tomoki 2.3


Mgmt Against For Elect Director Omori, Tatsuji 2.4


Mgmt Against For Elect Director Sumiya, Takehiko 2.5


Mgmt Against For Elect Director Kadota, Takashi 2.6


Mgmt Against For Elect Director Kida, Haruyasu 2.7


Mgmt For For Elect Director Mishina, Kazuhiro 2.8

Mgmt For For Elect Director Ueno, Yuko 2.9

Mgmt For For Appoint Alternate Statutory Auditor Fukuda, Tadashi

3

Fuji Seal International Inc. Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Amend Business Lines - Clarify Director Authority on Shareholder Meetings - Indemnify Directors

Mgmt For For

Page 943 of 2,968



Fuji Seal International Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Kato, Fumio 2.1

Mgmt For For Elect Director Toyama, Akira 2.2

Mgmt For For Elect Director Shioji, Hiromi 2.3

Mgmt For For Elect Director Maki, Tatsundo 2.4

Mgmt For For Elect Director Okazaki, Shigeko 2.5

Mgmt For For Elect Director Sonoda, Takato 2.6

Mgmt For For Elect Director Furusawa, Rikio 2.7

Mgmt For For Elect Director Aikawa, Ritsuo 2.8

Mgmt For For Elect Director Shirokawa, Masayuki 2.9

Fujibo Holdings Inc. Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Nakano, Mitsuo 2.1

Mgmt For For Elect Director Aoki, Takao 2.2

Mgmt For For Elect Director Yoshida, Kazushi 2.3

Mgmt For For Elect Director Kihara, Katsushi 2.4

Mgmt For For Elect Director Fujioka, Toshifumi 2.5

Mgmt For For Elect Director Nakano, Masao 2.6

Mgmt For For Elect Director Kayata, Taizo 2.7

Mgmt For For Elect Director Hideshima, Nobuya 2.8

Mgmt Against For Appoint Statutory Auditor Tohara, Takeo 3


Page 944 of 2,968



Fujicco Co. Ltd. Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, With a Final Dividend of JPY 18

Mgmt For For

Mgmt For For Approve Accounting Transfers 2

Mgmt For For Elect Director Fukui, Masakazu 3.1

Mgmt Against For Elect Director Okuhira, Takenori 3.2


Mgmt Against For Elect Director Kagotani, Kazunori 3.3


Mgmt Against For Elect Director Ishida, Yoshitaka 3.4


Mgmt Against For Elect Director Yamada, Katsushige 3.5


Mgmt Against For Elect Director Arata, Kazuyuki 3.6


Mgmt For For Elect Director Watanabe, Shotaro 3.7

Mgmt Against For Elect Director and Audit Committee Member Fujisawa, Akira

4.1

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.The audit committee should be majority independent and companies should strive to make them fully independent.

Mgmt Against For Elect Director and Audit Committee Member Ishida, Akira

4.2


Mgmt For For Elect Director and Audit Committee Member Hikino, Takashi

4.3

Page 945 of 2,968



FUJIFILM Holdings Corp. Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, With a Final Dividend of JPY 37.5

Mgmt For For

Mgmt For For Elect Director Komori, Shigetaka 2.1

Mgmt For For Elect Director Sukeno, Kenji 2.2

Mgmt For For Elect Director Tamai, Koichi 2.3

Mgmt For For Elect Director Kawada, Tatsuo 2.4

Mgmt For For Elect Director Kaiami, Makoto 2.5

Mgmt For For Elect Director Kitamura, Kunitaro 2.6

Mgmt For For Elect Director Iwasaki, Takashi 2.7

Mgmt For For Elect Director Okada, Junji 2.8

Mgmt For For Elect Director Goto, Teiichi 2.9

Mgmt For For Elect Director Eda, Makiko 2.10

Mgmt For For Appoint Statutory Auditor Sugita, Naohiko 3

Mgmt For For Approve Compensation Ceiling for Directors 4

Fujikura Ltd. Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Ito, Masahiko 2.1

Mgmt Against For Elect Director Wada, Akira 2.2


Page 946 of 2,968



Fujikura Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Sasagawa, Akira 2.3


Mgmt Against For Elect Director Hosoya, Hideyuki 2.4


Mgmt Against For Elect Director Kitajima, Takeaki 2.5


Mgmt Against For Elect Director Takizawa, Takashi 2.6


Mgmt Against For Elect Director Ito, Tetsu 2.7


Mgmt Against For Elect Director Joseph E. Gallagher 2.8


Mgmt Against For Elect Director Kobayashi, Ikuo 2.9


Fujimi Inc. Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Approve Takeover Defense Plan (Poison Pill) 2

Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.

Mgmt For For Elect Director Seki, Keishi 3.1

Page 947 of 2,968



Fujimi Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Ito, Hirokazu 3.2


Mgmt Against For Elect Director Suzuki, Akira 3.3


Mgmt Against For Elect Director Owaki, Toshiki 3.4


Mgmt Against For Elect Director Suzuki, Katsuhiro 3.5


Mgmt For For Elect Director Kawashita, Masami 3.6

Mgmt For For Elect Director Asai, Yoshitsugu 3.7

Mgmt For For Appoint Statutory Auditor Fujikawa, Yoshiaki 4

Mgmt For For Appoint Alternate Statutory Auditor Hayashi, Nobufumi

5

Fujimori Kogyo Co. Meeting Date: 06/20/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Fujimori, Akihiko 2.1

Mgmt Against For Elect Director Fujimori, Nobuhiko 2.2


Mgmt For For Elect Director Fuyama, Eishi 2.3

Mgmt Against For Elect Director Yoshino, Akijiro 2.4


Page 948 of 2,968



Fujimori Kogyo Co. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Shiomi, Kimihiko 2.5


Mgmt Against For Elect Director Fujimori, Yukihiko 2.6


Mgmt Against For Elect Director Saga, Hiroshi 2.7


Mgmt Against For Elect Director Oe, Tetsuro 2.8


Mgmt For For Elect Director and Audit Committee Member Cho, Shuka

3.1

Mgmt For For Elect Director and Audit Committee Member Kobayashi, Eizo

3.2

Mgmt For For Elect Director and Audit Committee Member Sakai, Manabu

3.3

Fujitec Co. Ltd. Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Uchiyama, Takakazu 2.1

Mgmt For For Elect Director Okada, Takao 2.2

Mgmt For For Elect Director Kato, Yoshiichi 2.3

Mgmt For For Elect Director Asano, Takashi 2.4

Mgmt For For Elect Director Saeki, Terumichi 2.5

Mgmt For For Elect Director Sugita, Nobuki 2.6

Mgmt For For Elect Director Yamazoe, Shigeru 2.7

Mgmt For For Appoint Statutory Auditor Ishikawa, Kenichi 3

Page 949 of 2,968



Fujitsu General Ltd. Meeting Date: 06/21/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Murashima, Junichi 2.1

Mgmt For For Elect Director Saito, Etsuro 2.2

Mgmt Against For Elect Director Niwayama, Hiroshi 2.3


Mgmt For For Elect Director Sakamaki, Hisashi 2.4

Mgmt For For Elect Director Terasaka, Fumiaki 2.5

Mgmt For For Elect Director Kuwayama, Mieko 2.6

Mgmt Against For Elect Director Hirose, Toshio 2.7


Mgmt Against For Elect Director Kosuda, Tsunenao 2.8


Mgmt Against For Elect Director Ebisawa, Hisaji 2.9


Mgmt Against For Elect Director Yamaichi, Norio 2.10


Mgmt Against For Elect Director Yokoyama, Hiroyuki 2.11


Mgmt Against For Elect Director Sugiyama, Masaki 2.12


Mgmt Against For Elect Director Hasegawa, Tadashi 2.13


Mgmt Against For Appoint Statutory Auditor Hirose, Yoichi 3


Page 950 of 2,968



Fujitsu General Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Appoint Alternate Statutory Auditor Murashima, Toshihiro

4


Mgmt For For Approve Annual Bonus 5

Fujitsu Ltd. Meeting Date: 06/25/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Tanaka, Tatsuya Mgmt For For

Mgmt For For Elect Director Taniguchi, Norihiko 1.2

Mgmt For For Elect Director Tsukano, Hidehiro 1.3

Mgmt For For Elect Director Duncan Tait 1.4

Mgmt For For Elect Director Yamamoto, Masami 1.5

Mgmt For For Elect Director Yokota, Jun 1.6

Mgmt For For Elect Director Mukai, Chiaki 1.7

Mgmt For For Elect Director Abe, Atsushi 1.8

Mgmt For For Elect Director Kojima, Kazuto 1.9

Mgmt For For Elect Director Kojo, Yoshiko 1.10


2

Fukuda Denshi (Electronics) Meeting Date: 06/28/2018 Country: Japan



Page 951 of 2,968



Fukuda Denshi (Electronics)

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Fukuda, Kotaro Mgmt For Against

Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.

Mgmt Against For Elect Director Shirai, Daijiro 1.2


Mgmt Against For Elect Director Shirakawa, Osamu 1.3


Mgmt Against For Elect Director Fukuda, Shuichi 1.4


Mgmt Against For Elect Director Sugiyama, Masaaki 1.5


Fukui Computer Holdings Inc. Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Amend Articles to Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Remove All Provisions on Advisory Positions - Indemnify Directors

2

Mgmt For For Elect Director Hayashi, Harukatsu 3.1

Page 952 of 2,968



Fukui Computer Holdings Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Sato, Koichi 3.2


Mgmt Against For Elect Director Hashimoto, Akira 3.3


Mgmt Against For Elect Director Hori, Makoto 3.4


Mgmt Against For Elect Director Hori, Seiichiro 3.5


Mgmt Against For Elect Director and Audit Committee Member Takahashi, Masaru

4.1


Mgmt For For Elect Director and Audit Committee Member Shinatani, Tokuya

4.2

Mgmt For For Elect Director and Audit Committee Member Kanda, Kisei

4.3

Mgmt For For Approve Compensation Ceiling for Directors Who Are Not Audit Committee Members

5

Mgmt For For Approve Compensation Ceiling for Directors Who Are Audit Committee Members

6

Fukuoka Financial Group Inc. Meeting Date: 06/28/2018 Country: Japan


Primary ISIN: JP3805010000 Primary SEDOL: B1TK1Y8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


2

Mgmt For For Elect Director Tani, Masaaki 3.1

Mgmt For For Elect Director Shibato, Takashige 3.2

Page 953 of 2,968



Fukuoka Financial Group Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Yoshikai, Takashi 3.3


Mgmt Against For Elect Director Yoshida, Yasuhiko 3.4


Mgmt Against For Elect Director Shirakawa, Yuji 3.5


Mgmt Against For Elect Director Araki, Eiji 3.6


Mgmt Against For Elect Director Yokota, Koji 3.7


Mgmt Against For Elect Director Takeshita, Ei 3.8


Mgmt Against For Elect Director Aoyagi, Masayuki 3.9


Mgmt Against For Elect Director Yoshizawa, Shunsuke 3.10


Mgmt Against For Elect Director Morikawa, Yasuaki 3.11


Mgmt For For Elect Director Fukasawa, Masahiko 3.12

Mgmt For For Elect Director Kosugi, Toshiya 3.13

Mgmt Against For Appoint Alternate Statutory Auditor Gondo, Naohiko

4.1


Mgmt For For Appoint Alternate Statutory Auditor Miura, Masamichi

4.2

Page 954 of 2,968



FUKUOKA REIT CORP Meeting Date: 05/24/2018 Country: Japan

Meeting Type: Special Ticker: 8968

Primary ISIN: JP3046240002 Primary SEDOL: B0B8154

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Amend Asset Management Compensation

Mgmt For For

Mgmt For For Elect Executive Director Matsuyuki, Etsuo 2

Mgmt For For Elect Supervisory Director Shindo, Hiroyasu 3.1

Mgmt For For Elect Supervisory Director Kawasho, Yasuo 3.2

Mgmt For For Elect Alternate Executive Director Eguchi, Akira 4

Mgmt For For Elect Alternate Supervisory Director Mishima, Yoshihide

5

Fukushima Industries Corp. Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Fukuyama Transporting Co. Ltd. Meeting Date: 06/21/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Page 955 of 2,968



Fukuyama Transporting Co. Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Komaru, Noriyuki 2.1


Mgmt Against For Elect Director Komaru, Shigehiro 2.2


Mgmt For For Elect Director Kumano, Hiroyuki 2.3

Mgmt For For Elect Director Nagahara, Eiju 2.4

Mgmt For For Elect Director Wadabayashi, Michiyoshi 2.5

Mgmt For For Elect Director Kusaka, Shingo 2.6

Mgmt For For Elect Director Arita, Tomoyoshi 2.7

Mgmt For For Elect Director Maeda, Miho 2.8

Mgmt For For Appoint Statutory Auditor Momoda, Masahiro 3.1

Mgmt For For Appoint Statutory Auditor Okamoto, Katsuhiko 3.2

FULTON FINANCIAL CORPORATION Meeting Date: 05/21/2018 Country: USA

Meeting Type: Annual Ticker: FULT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Lisa Crutchfield Mgmt For For


Mgmt For For Elect Director Denise L. Devine 1b

Mgmt Against For Elect Director Patrick J. Freer 1c

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt Against For Elect Director George W. Hodges 1d

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, this director is not sufficiently independent to serve as the independent lead director.

Page 956 of 2,968



FULTON FINANCIAL CORPORATION Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Albert Morrison, III 1e

Mgmt For For Elect Director James R. Moxley, III 1f


Mgmt For For Elect Director R. Scott Smith, Jr. 1g

Mgmt For For Elect Director Scott A. Snyder 1h


Mgmt For For Elect Director Ronald H. Spair 1i

Mgmt For For Elect Director Mark F. Strauss 1j


Mgmt For For Elect Director Ernest J. Waters 1k

Mgmt For For Elect Director E. Philip Wenger 1l



2

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the remuneration committee should not allow vesting of incentive awards for below median performance.


Funai Electric Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Funakoshi, Hideaki Mgmt For Against


Page 957 of 2,968



Funai Electric Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Ito, Takeshi 1.2


Mgmt Against For Elect Director Adachi, Motoyoshi 1.3


Mgmt Against For Elect Director Ueshima, Makoto 1.4


Mgmt For For Elect Director Yonemoto, Mitsuo 1.5

Mgmt Against For Approve Director Retirement Bonus 2

Voter Rationale: There should be disclosure of the total award of retirement bonuses.

Furukawa Co. Ltd. Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Furukawa Electric Co. Ltd. Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Shibata, Mitsuyoshi 2.1

Mgmt For For Elect Director Kobayashi, Keiichi 2.2

Page 958 of 2,968



Furukawa Electric Co. Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Fujita, Sumitaka 2.3

Mgmt Against For Elect Director Soma, Nobuyoshi 2.4


Mgmt Against For Elect Director Tsukamoto, Osamu 2.5


Mgmt Against For Elect Director Teratani, Tatsuo 2.6


Mgmt For For Elect Director Nakamoto, Akira 2.7

Mgmt Against For Elect Director Kozuka, Takamitsu 2.8


Mgmt Against For Elect Director Kimura, Takahide 2.9


Mgmt Against For Elect Director Ogiwara, Hiroyuki 2.10


Mgmt Against For Elect Director Kuroda, Osamu 2.11


Mgmt Against For Elect Director Maki, Ken 2.12


Mgmt Against For Appoint Statutory Auditor Amano, Nozomu 3.1


Mgmt Against For Appoint Statutory Auditor Kashiwagi, Takahiro 3.2


Mgmt For For Appoint Statutory Auditor Sakai, Kunihiko 3.3

Mgmt For For Appoint Alternate Statutory Auditor Kiuchi, Shinichi

4

Mgmt For For Appoint Deloitte Touche Tohmatsu LLC as New External Audit Firm

5

Page 959 of 2,968



Fuso Chemical Co., Ltd. Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Amend Articles to Abolish Board Structure with Statutory Auditors - Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval

2

Mgmt For For Elect Director Fujioka, Misako 3.1

Mgmt For For Elect Director Nakano, Yoshinobu 3.2

Mgmt Against For Elect Director Masauji, Haruo 3.3


Mgmt Against For Elect Director Tanimura, Takashi 3.4


Mgmt Against For Elect Director Mukawa, Takahiko 3.5


Mgmt Against For Elect Director Tada, Tomomi 3.6


Mgmt Against For Elect Director and Audit Committee Member Nakae, Yoshinobu

4.1


Mgmt For For Elect Director and Audit Committee Member Akazawa, Takatoshi

4.2

Mgmt For For Elect Director and Audit Committee Member Kinoshita, Yoshiki

4.3

Mgmt Against For Elect Director and Audit Committee Member Enomoto, Shuzo

4.4


Mgmt For For Elect Director and Audit Committee Member Eguro, Sayaka

4.5


5

Page 960 of 2,968



Fuso Chemical Co., Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


6

Mgmt For For Approve Career Achievement Bonus for Director 7

Futaba Corp. Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Elect Director Sakurada, Hiroshi 2.1


Mgmt Against For Elect Director Takahashi, Kazunobu 2.2


Mgmt Against For Elect Director Arima, Motoaki 2.3


Mgmt Against For Elect Director Kimizuka, Toshihide 2.4


Mgmt Against For Elect Director Kawasaki, Hideharu 2.5


Mgmt Against For Elect Director Shomura, Hiroshi 2.6


Futaba Industrial Co. Ltd. Meeting Date: 06/20/2018 Country: Japan



Page 961 of 2,968



Futaba Industrial Co. Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Yoshiki, Hiroyoshi Mgmt For For

Mgmt Against For Elect Director Iwatsuki, Mikio 1.2


Mgmt Against For Elect Director Yoshida, Takayuki 1.3


Mgmt Against For Elect Director Takahashi, Tomohiro 1.4


Mgmt Against For Elect Director Ohashi, Fumio 1.5


Mgmt Against For Elect Director Asakawa, Keita 1.6


Mgmt Against For Elect Director Horie, Masaki 1.7


Mgmt For For Elect Director Ichikawa, Masayoshi 1.8

Mgmt For For Appoint PricewaterhouseCoopers Aarata as New External Audit Firm

2


FUYO GENERAL LEASE CO LTD Meeting Date: 06/22/2018 Country: Japan


Primary ISIN: JP3826270005 Primary SEDOL: B03P2F0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Sato, Takashi 2.1

Page 962 of 2,968



FUYO GENERAL LEASE CO LTD Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Tsujita, Yasunori 2.2

Mgmt For For Elect Director Kazama, Shozo 2.3

Mgmt For For Elect Director Aizawa, Shinya 2.4

Mgmt For For Elect Director Takebe, Yoriaki 2.5

Mgmt For For Elect Director Hosoi, Soichi 2.6

Mgmt For For Elect Director Minami, Nobuya 2.7

Mgmt For For Elect Director Isshiki, Seiichi 2.8

Mgmt For For Elect Director Ichikawa, Hideo 2.9



G4S plc Meeting Date: 05/15/2018 Country: United Kingdom

Meeting Type: Annual Ticker: GFS

Primary ISIN: GB00B01FLG62 Primary SEDOL: B01FLG6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Approve Remuneration Report 2

Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Mgmt For For Approve Final Dividend 3

Mgmt For For Elect John Ramsay as Director 4

Mgmt For For Re-elect Ashley Almanza as Director 5

Mgmt Against For Re-elect John Connolly as Director 6

Voter Rationale: Females represent less than 30 percent.

Mgmt For For Re-elect John Daly as Director 7

Mgmt For For Re-elect Winnie Kin Wah Fok as Director 8

Mgmt For For Re-elect Steve Mogford as Director 9

Mgmt For For Re-elect Paul Spence as Director 10

Page 963 of 2,968



G4S plc Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Re-elect Barbara Thoralfsson as Director 11

Mgmt For For Re-elect Tim Weller as Director 12

Mgmt For For Reappoint PricewaterhouseCoopers LLP as Auditors

13

Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors

14

Mgmt For For Authorise EU Political Donations and Expenditure

15

Mgmt For For Authorise Issue of Equity with Pre-emptive Rights

16

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights

17

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment

18

Mgmt For For Authorise Market Purchase of Ordinary Shares 19

Mgmt For For Adopt New Articles of Association 20

Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice

21

Gaia, Inc. Meeting Date: 05/03/2018 Country: USA

Meeting Type: Annual Ticker: GAIA

Primary ISIN: US36269P1049 Primary SEDOL: BD0R8F2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jirka Rysavy Mgmt For For

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Also, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Moreover, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.

Mgmt For For Elect Director Kristin E. Frank 1.2


Page 964 of 2,968



Gaia, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Chris Jaeb 1.3

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually. Also, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

Mgmt For For Elect Director David Maisel 1.4


Mgmt For For Elect Director Keyur Patel 1.5


Mgmt Withhold For Elect Director Wendy Lee Schoppert 1.6


Mgmt Withhold For Elect Director Paul Sutherland 1.7


Galaxy Entertainment Group Ltd. Meeting Date: 05/03/2018 Country: Hong Kong


Primary ISIN: HK0027032686 Primary SEDOL: 6465874

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Voter Rationale: Companies should develop and disclose a policy aimed at encouraging greater diversity, including gender, at the board and executive management levels, and throughout the organisation.

Mgmt For For Elect Francis Lui Yiu Tung as Director 2.1

Voter Rationale: The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Patrick Wong Lung Tak as Director 2.2

Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Page 965 of 2,968



Galaxy Entertainment Group Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Authorize Board to Fix Remuneration of Directors

2.3

Mgmt For For Approve PricewaterhouseCoopers as Auditors and Authorize Board to Fix Their Remuneration

3

Mgmt For For Authorize Repurchase of Issued Share Capital 4.1

Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

4.2

Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.

Mgmt Against For Authorize Reissuance of Repurchased Shares 4.3

Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.

GAMCO Investors, Inc. Meeting Date: 05/08/2018 Country: USA

Meeting Type: Annual Ticker: GBL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Edwin L. Artzt Mgmt For Withhold

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Withhold For Elect Director Raymond C. Avansino, Jr. 1.2

Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. The terms of CEO Mario Gabelli's employment agreement continue to provide for excessive pay, which is not strongly linked to objective performance criteria.

Mgmt For For Elect Director Leslie B. Daniels 1.3

Page 966 of 2,968



GAMCO Investors, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Mario J. Gabelli 1.4

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Furthermore, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Lastly, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Eugene R. McGrath 1.5

Mgmt Withhold For Elect Director Robert S. Prather, Jr. 1.6

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, this director is not sufficiently independent to serve as the independent lead director. Lastly, executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. The terms of CEO Mario Gabelli's employment agreement continue to provide for excessive pay, which is not strongly linked to objective performance criteria.

Mgmt For For Elect Director Elisa M. Wilson 1.7

Voter Rationale: The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.


Mgmt Against For Approve the Issuance of Shares to Mario J. Gabelli

3

Voter Rationale: This plan could lead to excessive dilution. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

GameStop Corp. Meeting Date: 06/26/2018 Country: USA

Meeting Type: Annual Ticker: GME

Primary ISIN: US36467W1099 Primary SEDOL: B0LLFT5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Daniel A. DeMatteo Mgmt For For

Mgmt For For Elect Director Jerome L. Davis 1.2

Page 967 of 2,968



GameStop Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Thomas N. Kelly, Jr. 1.3

Mgmt For For Elect Director Shane S. Kim 1.4

Mgmt For For Elect Director Steven R. Koonin 1.5

Mgmt Against For Elect Director Gerald R. Szczepanski 1.6

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Kathy P. Vrabeck 1.7

Mgmt For For Elect Director Lawrence S. Zilavy 1.8


2

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.


Gannett Co., Inc. Meeting Date: 05/08/2018 Country: USA

Meeting Type: Annual Ticker: GCI

Primary ISIN: US36473H1041 Primary SEDOL: BZ0P429

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Matthew W. Barzun Mgmt For For

Mgmt For For Elect Director John E. Cody 1b

Mgmt For For Elect Director Stephen W. Coll 1c

Mgmt For For Elect Director Robert J. Dickey 1d

Mgmt For For Elect Director Donald E. Felsinger 1e

Mgmt For For Elect Director Lila Ibrahim 1f

Mgmt For For Elect Director Lawrence S. Kramer 1g

Mgmt For For Elect Director John Jeffry Louis 1h

Mgmt For For Elect Director Tony A. Prophet 1i

Mgmt For For Elect Director Debra A. Sandler 1j

Page 968 of 2,968



Gannett Co., Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Chloe R. Sladden 1k



Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Moreover, this plan could lead to excessive dilution. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


4

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance.

Gap Inc. Meeting Date: 05/22/2018 Country: USA

Meeting Type: Annual Ticker: GPS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Robert J. Fisher Mgmt For Against

Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director William S. Fisher 1b

Mgmt For For Elect Director Tracy Gardner 1c

Mgmt For For Elect Director Brian Goldner 1d

Mgmt For For Elect Director Isabella D. Goren 1e

Mgmt Against For Elect Director Bob L. Martin 1f

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Page 969 of 2,968



Gap Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Jorge P. Montoya 1g

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director Chris O'Neill 1h

Mgmt For For Elect Director Arthur Peck 1i

Mgmt Against For Elect Director Mayo A. Shattuck, III 1j

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.




3


Garmin Ltd. Meeting Date: 06/08/2018 Country: Switzerland

Meeting Type: Annual Ticker: GRMN

Primary ISIN: CH0114405324 Primary SEDOL: B3Z5T14

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Chairman of Meeting Andrew R. Etkind Mgmt For For

Mgmt For For Accept Consolidated Financial Statements and Statutory Reports

2

Mgmt For For Approve Allocation of Income and Dividends 3

Mgmt For For Approve Dividends 4

Mgmt For For Approve Discharge of Board and Senior Management

5

Page 970 of 2,968



Garmin Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Min H. Kao 6.1

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director Joseph J. Hartnett 6.2

Mgmt Against For Elect Director Charles W. Peffer 6.3

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Clifton A. Pemble 6.4

Mgmt For For Elect Director Rebecca R. Tilden 6.5

Mgmt Against For Elect Director Jonathan C. Burrell 6.6

Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Min H. Kao as Board Chairman 7


Mgmt For For Appoint Joseph J. Hartnett as Member of the Compensation Committee

8.1

Mgmt Against For Appoint Charles W. Peffer as Member of the Compensation Committee

8.2


Mgmt For For Appoint Rebecca R. Tilden as Member of the Compensation Committee

8.3

Mgmt Against For Appoint Jonathan C. Burrell as Member of the Compensation Committee

8.4

Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Designate Reiss + Preuss LLP as Independent Proxy

9



Page 971 of 2,968



Garmin Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


11


Mgmt For For Approve Fiscal Year 2019 Maximum Aggregate Compensation for the Executive Management

12

Mgmt For For Approve Maximum Aggregate Compensation for the Board of Directors for the Period Between the 2018 AGM and the 2019 AGM

13

Mgmt For For Amend Articles of Association to Add Persons Who Can Act As Chairman of Shareholder Meetings

14

Mgmt Against For Approve CHF 3.96 Million Authorized Capital Increase without Preemptive Rights

15


Mgmt Against For Transact Other Business (Voting) A


Gartner, Inc. Meeting Date: 05/24/2018 Country: USA

Meeting Type: Annual Ticker: IT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Michael J. Bingle Mgmt For Against

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director Peter E. Bisson 1b

Mgmt For For Elect Director Richard J. Bressler 1c

Mgmt For For Elect Director Raul E. Cesan 1d

Mgmt For For Elect Director Karen E. Dykstra 1e

Page 972 of 2,968



Gartner, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Anne Sutherland Fuchs 1f

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Against For Elect Director William O. Grabe 1g

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director Eugene A. Hall 1h

Mgmt Against For Elect Director Stephen G. Pagliuca 1i


Mgmt For For Elect Director Eileen Serra 1j

Mgmt Against For Elect Director James C. Smith 1k



2

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, companies should not extend vesting periods or allow re-testing of performance targets because this weakens the effectiveness of incentive schemes.



Gaztransport et Technigaz Meeting Date: 05/17/2018 Country: France

Meeting Type: Annual/Special Ticker: GTT

Primary ISIN: FR0011726835 Primary SEDOL: BJYRDP5

Page 973 of 2,968



Gaztransport et Technigaz

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2


3

Mgmt For For Approve Auditors' Special Report on Related-Party Transactions

4

Mgmt For For Reelect Philippe Berterottiere as Director 5

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Furthermore, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt Against For Approve Severance Package of Philippe Berterottiere, Chairman and CEO

6

Voter Rationale: The proposed pension scheme is in addition to the benefits retiring executives will receive as part of a severance package and/or a non-compete agreement.

Mgmt For For Elect Bruno Chabas as Director 7


8

Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital

9

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.

Mgmt Against For Approve Compensation of Philippe Berterottiere, Chairman and CEO

10

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Compensation of Julien Burdeau, Vice-CEO

11

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Page 974 of 2,968



Gaztransport et Technigaz Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Remuneration Policy of Executive Officers

12

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Moreover, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.



13

Mgmt Against For Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plans

14



15

GCI Liberty, Inc. Meeting Date: 05/07/2018 Country: USA

Meeting Type: Special Ticker: GLIBA

Primary ISIN: US36164V3050 Primary SEDOL: BF7J0Q0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Merger Agreement Mgmt For For


GCI Liberty, Inc. Meeting Date: 06/25/2018 Country: USA

Meeting Type: Annual Ticker: GLIBA

Primary ISIN: US36164V3050 Primary SEDOL: BF7J0Q0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director John C. Malone Mgmt For For

Page 975 of 2,968



GCI Liberty, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director Gregory B. Maffei 1.2

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director Ronald A. Duncan 1.3


Mgmt For For Elect Director Gregg L. Engles 1.4

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Also, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Mgmt For For Elect Director Donne F. Fisher 1.5


Mgmt For For Elect Director Richard R. Green 1.6


Mgmt For For Elect Director Sue Ann Hamilton 1.7



Page 976 of 2,968



GCI Liberty, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: This plan could lead to excessive dilution. Also, reducing the strike price of options already granted after the stock price has fallen undermines any employee incentive strategy and is not aligned with the interests of shareholders. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Likewise, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

GCP Applied Technologies Inc. Meeting Date: 05/03/2018 Country: USA

Meeting Type: Annual Ticker: GCP

Primary ISIN: US36164Y1010 Primary SEDOL: BYW8TV3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Marcia J. Avedon Mgmt For For

Mgmt For For Elect Director Phillip J. Mason 1.2

Mgmt For For Elect Director Elizabeth Mora 1.3


Mgmt For For Eliminate Supermajority Vote Requirement to Remove Directors

3a

Mgmt For For Eliminate Supermajority Vote Requirement to Amend Bylaws

3b

Mgmt For For Eliminate Supermajority Vote Requirement to Amend Articles of Incorporation

3c


4

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, the remuneration committee should not allow vesting of incentive awards for below median performance. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. We will continue to review these arrangements and potentially provide an adverse vote instruction at next year’s AGM.

Page 977 of 2,968



Geberit AG Meeting Date: 04/04/2018 Country: Switzerland

Meeting Type: Annual Ticker: GEBN

Primary ISIN: CH0030170408 Primary SEDOL: B1WGG93

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Approve Allocation of Income and Dividends of CHF 10.40 per Share

2

Mgmt For For Approve Discharge of Board of Directors 3

Mgmt For For Reelect Albert Baehny as Director and Board Chairman

4.1.1

Mgmt For For Reelect Felix Ehrat as Director 4.1.2

Mgmt For For Reelect Thomas Huebner as Director 4.1.3

Mgmt For For Reelect Hartmut Reuter as Director 4.1.4

Mgmt For For Reelect Jorgen Tang-Jensen Director 4.1.5

Mgmt For For Reelect Eunice Zehnder-Lai as Director 4.1.6

Mgmt For For Reelect Hartmut Reuter as Member of the Nomination and Compensation Committee

4.2.1

Mgmt For For Reelect Jorgen Tang-Jensen as Member of the Nomination and Compensation Committee

4.2.2

Mgmt For For Reelect Eunice Zehnder-Lai as Member of the Nomination and Compensation Committee

4.2.3

Mgmt For For Designate Roger Mueller as Independent Proxy 5

Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 6

Mgmt For For Approve Remuneration Report 7.1

Mgmt For For Approve Remuneration of Directors in the Amount of CHF 2.4 Million

7.2

Mgmt For For Approve Remuneration of Executive Committee in the Amount of CHF 11.3 Million

7.3

Mgmt Against For Transact Other Business (Voting) 8

Voter Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.

Page 978 of 2,968



Gecina Meeting Date: 04/18/2018 Country: France

Meeting Type: Annual/Special Ticker: GFC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2

Mgmt For For Approve Transfer of Revaluation Gains to Corresponding Reserves Account

3


4

Mgmt For For Approve Stock Dividend Program (Cash or New Shares)

5

Mgmt For For Approve Payment of Stock Dividend 6

Mgmt For For Approve Transaction with Predica Re: Purchase Agreement of Bonds Redeemable in Shares

7

Mgmt For For Approve Transaction with Predica Re: Tender Agreement

8

Mgmt For For Approve Transaction with Eurosic Re: Purchase Agreement

9

Mgmt Against For Approve Transaction with Dominique Dudan Re: Assistance and Consultancy Agreement

10

Voter Rationale: Non-executive directors should not provide consulting services to the company as this may compromise their independence and ability to hold management accountable.

Mgmt For For Approve Compensation of Bernard Michel, Chairman of the Board

11

Mgmt For For Approve Compensation of Meka Brunel, CEO 12

Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt For For Approve Remuneration Policy of Chairman of the Board

13

Mgmt Against For Approve Remuneration Policy of CEO 14

Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, share-based incentive plan allows for full vesting of awards following an executive's departure from the company. In such cases, equity awards should vest only to the extent that performance conditions have been met and should be scaled back to reflect the time elapsed since the date of grant. Also, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Page 979 of 2,968



Gecina Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Appoint Bernard Carayon as Censor 15

Voter Rationale: Non-voting directors, or censors, can have considerable influence on the board whereas they bear no legal liability toward shareholders. Censors should be appointed only in the event of exceptional and temporary circumstances and if their presence adds significant value in terms of board composition and board functioning.

Mgmt For For Reelect Meka Brunel as Director 16


Mgmt For For Reelect Jacques Yves Nicol as Director 17

Mgmt For For Elect Bernard Carayon as Director 18

Mgmt For For Elect Gabrielle Gauthey as Director 19


20


Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 100 Million

21

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million

22

Mgmt For For Authorize Capital Increase of Up to EUR 50 Million for Future Exchange Offers

23

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements up to Aggregate Nominal Amount of EUR 50 Million

24

Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above

25

Mgmt For For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind

26

Mgmt For For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights

27

Mgmt For For Authorize Capitalization of Reserves of Up to EUR 100 Million for Bonus Issue or Increase in Par Value

28

Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans

29

Mgmt Against For Authorize up to 0.5 Percent of Issued Capital for Use in Restricted Stock Plans Reserved for Employees and Executive Corporate Officers

30



31

Page 980 of 2,968



Gecina Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


32

Gecoss Corp. Meeting Date: 06/21/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Umakoshi, Manabu 2.1

Mgmt Against For Elect Director Ishibashi, Yasuo 2.2


Mgmt Against For Elect Director Kurachi, Tatsuya 2.3


Mgmt Against For Elect Director Suzuki, Akio 2.4


Mgmt Against For Elect Director Fujita, Makoto 2.5


Mgmt Against For Elect Director Iwamoto, Yoshinari 2.6


Mgmt Against For Elect Director Abe, Tomoaki 2.7


Mgmt Against For Elect Director Ono, Takehiko 2.8


Mgmt For For Elect Director Kiyomiya, Osamu 2.9

Mgmt For For Appoint Alternate Statutory Auditor Ueda, Miho 3


Page 981 of 2,968



Generac Holdings Inc. Meeting Date: 06/21/2018 Country: USA

Meeting Type: Annual Ticker: GNRC

Primary ISIN: US3687361044 Primary SEDOL: B6197Q2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Robert D. Dixon Mgmt For For


Mgmt For For Elect Director David A. Ramon 1.2


Mgmt For For Elect Director William D. Jenkins, Jr. 1.3


Mgmt For For Elect Director Kathryn V. Roedel 1.4




3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

General Electric Company Meeting Date: 04/25/2018 Country: USA

Meeting Type: Annual Ticker: GE


Page 982 of 2,968



General Electric Company

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Director Sebastien M. Bazin Mgmt For Against


Mgmt Against For Elect Director W. Geoffrey Beattie 2

Voter Rationale: As an incumbent member of the Audit Committee member, we have serious concerns over the effectiveness provided by this committee in overseeing the company's questionable past account practices, which has led to a $6.2 billion charge in late 2017 and setting aside an additional $15 billion to bolster insurance reserves, all of which is now subject to regulatory investigation.

Mgmt Against For Elect Director John J. Brennan 3


Mgmt For For Elect Director H. Lawrence Culp, Jr. 4

Mgmt For For Elect Director Francisco D'Souza 5

Mgmt For For Elect Director John L. Flannery 6


Mgmt For For Elect Director Edward P. Garden 7

Mgmt For For Elect Director Thomas W. Horton 8

Mgmt For For Elect Director Risa Lavizzo-Mourey 9

Mgmt Against For Elect Director James J. Mulva 10


Mgmt For For Elect Director Leslie F. Seidman 11

Mgmt Against For Elect Director James S. Tisch 12



13

Voter Rationale: larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For For Amend Nonqualified Employee Stock Purchase Plan

14

Page 983 of 2,968



General Electric Company Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Ratify KPMG LLP as Auditors 15

Voter Rationale: As the incumbent auditor of the company, we have serious concerns over the effectiveness in overseeing the company's questionable past account practices, which has led to a $6.2 billion charge in late 2017 and setting aside an additional $15 billion to bolster insurance reserves, all of which is now subject to regulatory investigation. Given the scale of these discrepancies we do not think that it is appropriate for KPMG to continue as the company's auditor, particularly given that they have worked with the company continuously for over a century.

SH For Against Require Independent Board Chairman 16

Voter Rationale: Appointing a fully independent chairman creates a balance of power that is more conducive to long-term performance. A board headed by management cannot reasonably provide the best oversight and evaluation of management's performance.

SH Against Against Provide for Cumulative Voting 17

Voter Rationale: In practice, cumulative voting rarely enhances the rights of minotiry shareholders and risks that the board will not achieve an appropriate balance of independence and objectivity.

SH Against Against Adjust Executive Compensation Metrics for Share Buybacks

18

Voter Rationale: As the timing of the company's share buybacks and their impacts on metric results do not raise significant concerns at this time and, as such, performance metrics are best left to directors' discretion, we do not consider this proposal to be supportable.



SH Against Against Report on Stock Buybacks 20

Voter Rationale: Overall we consider this proposal to be overly burdensome and offering little benefit to shareholders.


Voter Rationale: We consider that adequate shareholder rights are in place to allow investors to raise issues with the company.

General Motors Company Meeting Date: 06/12/2018 Country: USA

Meeting Type: Annual Ticker: GM

Primary ISIN: US37045V1008 Primary SEDOL: B665KZ5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Mary T. Barra Mgmt For For


Mgmt For For Elect Director Linda R. Gooden 1b

Page 984 of 2,968



General Motors Company Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Joseph Jimenez 1c

Mgmt For For Elect Director Jane L. Mendillo 1d

Mgmt For For Elect Director Michael G. Mullen 1e

Mgmt For For Elect Director James J. Mulva 1f

Mgmt For For Elect Director Patricia F. Russo 1g

Mgmt For For Elect Director Thomas M. Schoewe 1h

Mgmt For For Elect Director Theodore M. Solso 1i

Mgmt For For Elect Director Carol M. Stephenson 1j

Mgmt For For Elect Director Devin N. Wenig 1k


2







SH For Against Report on Fleet GHG Emissions in Relation to CAFE Standards

6


Genesco Inc. Meeting Date: 06/28/2018 Country: USA

Meeting Type: Annual Ticker: GCO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Joanna Barsh Mgmt For For

Page 985 of 2,968



Genesco Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Elect Director Marjorie L. Bowen 1.2

Mgmt Withhold For Elect Director James W. Bradford 1.3

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director Robert J. Dennis 1.4

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.

Mgmt Withhold For Elect Director Matthew C. Diamond 1.5

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Withhold For Elect Director Marty G. Dickens 1.6


Mgmt For For Elect Director Thurgood Marshall, Jr. 1.7

Mgmt Withhold For Elect Director Kathleen Mason 1.8


Mgmt For For Elect Director Kevin P. McDermott 1.9

Mgmt For For Elect Director Joshua E. Schechter 1.10

Mgmt For For Elect Director David M. Tehle 1.11

Page 986 of 2,968



Genesco Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


2

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Genie Energy Ltd. Meeting Date: 05/07/2018 Country: USA

Meeting Type: Annual Ticker: GNE

Primary ISIN: US3722842081 Primary SEDOL: B725NJ1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director James A. Courter Mgmt For Against

Voter Rationale: Directors with significant business ties to the company are not sufficiently independent to serve on key committees. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Howard S. Jonas 1.2

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Furthermore, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Director W. Wesley Perry 1.3

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually. Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Mgmt Against For Elect Director Alan B. Rosenthal 1.4

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually. Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Mgmt Against For Elect Director Allan Sass 1.5

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

Page 987 of 2,968



Genie Energy Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Also, this plan could lead to excessive dilution. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Likewise, options should be issued at no less than market price, except for an all-employee plan where the discount should not exceed 20% on a fixed date. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Ratify Past Issuance of Shares of Restricted Stock to Howard S. Jonas

3

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

Mgmt For For Approve Sale of Shares of Class B Common Stock and Warrants to Howard S. Jonas

4

Mgmt For For Approve Grant of Options to Howard S. Jonas 5

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.


6

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Mgmt One Year Three Years Advisory Vote on Say on Pay Frequency 7

Genmab A/S Meeting Date: 04/10/2018 Country: Denmark

Meeting Type: Annual Ticker: GEN

Primary ISIN: DK0010272202 Primary SEDOL: 4595739

Page 988 of 2,968



Genmab A/S

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Report of Board Mgmt

Mgmt For For Accept Financial Statements and Statutory Reports; Approve Discharge of Management and Board

2

Voter Rationale: Companies should develop and disclose a policy aimed at encouraging greater diversity, including gender, at the board and executive management levels, and throughout the organisation.

Mgmt For For Approve Allocation of Income and Omission of Dividends

3

Mgmt For For Reelect Mats Pettersson as Director 4a

Mgmt For For Reelect Anders Gersel Pedersen as Director 4b

Mgmt For For Reelect Deirdre P. Connelly as Director 4c

Mgmt Abstain For Reelect Pernille Erenbjerg as Director 4d


Mgmt For For Reelect Rolf Hoffmann as Director 4e

Mgmt For For Reelect Paolo Paoletti as Director 4f

Mgmt For For Ratify PricewaterhouseCoopers as Auditors 5


Mgmt Against For Approve Guidelines for Incentive-Based Compensation for Executive Management and Board

6a

Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Likewise, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.. Finally, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt Against For Approve Remuneration of Directors in the Amount of DKK 1.2 Million for Chairman, DKK 800,000 for Vice Chairman, and DKK 400,000 for Other Directors; Approve Remuneration for Committee Work; Approve Meeting Fees

6b

Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Mgmt Against For Approve Creation of DKK 7.5 Million Pool of Capital without Preemptive Rights

6c


Page 989 of 2,968



Genmab A/S Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Amend Articles Re: Documents in Connection with General Meetings in English Only

6d

Mgmt For For Amend Articles Re: Remove Age Limit For Directors

6e

Mgmt For For Authorize Editorial Changes to Adopted Resolutions in Connection with Registration with Danish Authorities

7

Mgmt Other Business 8

Gentherm Incorporated Meeting Date: 05/18/2018 Country: USA

Meeting Type: Annual Ticker: THRM

Primary ISIN: US37253A1034 Primary SEDOL: B8JFD24

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Francois J. Castaing Mgmt For Withhold


Mgmt For For Elect Director Sophie Desormiere 1.2

Mgmt For For Elect Director Phillip M. Eyler 1.3

Mgmt For For Elect Director Maurice E.P. Gunderson 1.4

Mgmt For For Elect Director Yvonne Hao 1.5

Mgmt For For Elect Director Ronald Hundzinski 1.6

Mgmt For For Elect Director Byron T. Shaw, II 1.7

Mgmt For For Elect Director John Stacey 1.8


Page 990 of 2,968



Gentherm Incorporated Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


3

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Genting Singapore PLC Meeting Date: 04/17/2018 Country: Isle of Man

Meeting Type: Annual Ticker: G13

Primary ISIN: GB0043620292 Primary SEDOL: 6366795

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Final Dividend Mgmt For For

Mgmt For For Elect Tan Hee Teck as Director 2


Mgmt For For Elect Koh Seow Chuan as Director 3

Mgmt For For Elect Jonathan Asherson as Director 4

Mgmt For For Elect Tan Wah Yeow as Director 5

Mgmt For For Approve Directors' Fees 6

Mgmt For For Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration

7


Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities with or without Preemptive Rights

8


Mgmt For For Approve Mandate for Interested Person Transactions

9

Page 991 of 2,968



Genting Singapore PLC Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Authorize Share Repurchase Program 10

Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%.

Genting Singapore PLC Meeting Date: 04/17/2018 Country: Isle of Man

Meeting Type: Special Ticker: G13


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Re-Domiciliation of the Company Mgmt For For

Mgmt For For Approve Change of Company Name 2

Mgmt For For Adopt New Constitution 3

Genuine Parts Company Meeting Date: 04/23/2018 Country: USA

Meeting Type: Annual Ticker: GPC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Elizabeth W. Camp Mgmt For For

Mgmt For For Elect Director Paul D. Donahue 1.2

Mgmt For For Elect Director Gary P. Fayard 1.3

Mgmt For For Elect Director Thomas C. Gallagher 1.4


Mgmt For For Elect Director P. Russell Hardin 1.5


Page 992 of 2,968



Genuine Parts Company Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director John R. Holder 1.6


Mgmt For For Elect Director Donna W. Hyland 1.7

Mgmt Withhold For Elect Director John D. Johns 1.8

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Also, executive directors are expected to hold no more than one external directorships to ensure they have suff icient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director Robert C. 'Robin' Loudermilk, Jr. 1.9

Mgmt Withhold For Elect Director Wendy B. Needham 1.10

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director E. Jenner Wood, III 1.11



2




GEO Holdings Corp. Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Endo, Yuzo 2.1

Mgmt For For Elect Director Yoshikawa, Yasushi 2.2

Page 993 of 2,968



GEO Holdings Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Imai, Noriyuki 2.3

Mgmt For For Elect Director Kubo, Koji 2.4

Mgmt For For Elect Director Ogino, Tsunehisa 2.5

Mgmt For For Elect Director Yasuda, Kana 2.6

Mgmt Against For Approve Stock Option Plan 3


Georg Fischer AG Meeting Date: 04/18/2018 Country: Switzerland

Meeting Type: Annual Ticker: FI-N

Primary ISIN: CH0001752309 Primary SEDOL: 4341783

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Accept Financial Statements and Statutory Reports

Mgmt For For

Mgmt Against For Approve Remuneration Report (Non-Binding) 1.2

Voter Rationale: A vote AGAINST the compensation is warranted because:- The absolute long-term performance target does not appear challenging in light of current consensus estimates- The relative long-term performance target allows for vesting below median performance- The maximum vesting under the long-term plan was increased from 150 to 200 percent of target and the company did not provide a rationale for this change. In addition, the plan structure allows for outperformance of one criterion to counterbalance underperformance of the other.

Mgmt For For Approve Allocation of Income and Dividends of CHF 23 per Share

2


3

Mgmt For For Approve Creation of CHF 600,000 Pool of Capital without Preemptive Rights

4

Mgmt For For Reelect Hubert Achermann as Director 5.1

Mgmt For For Reelect Roman Boutellier as Director 5.2

Mgmt For For Reelect Gerold Buehrer as Director 5.3

Mgmt For For Reelect Riet Cadonau as Director 5.4

Mgmt For For Reelect Andreas Koopmann as Director 5.5

Mgmt For For Reelect Roger Michaelis as Director 5.6

Mgmt For For Reelect Eveline Saupper as Director 5.7

Page 994 of 2,968



Georg Fischer AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Reelect Jasmin Staibilin as Director 5.8

Mgmt For For Reelect Zhiqiang Zhang as Director 5.9

Mgmt For For Reelect Andreas Koopmann as Board Chairman 6.1

Mgmt For For Reappoint Riet Cadonau as Member of the Compensation Committee

6.2.1

Mgmt For For Reappoint Eveline Saupper as Member of the Compensation Committee

6.2.2

Mgmt For For Reappoint Jasmin Staiblin as Member of the Compensation Committee

6.2.3

Mgmt For For Approve Maximum Remuneration of Directors in the Amount of CHF 3.8 Million

7

Mgmt For For Approve Maximum Remuneration of Executive Committee in the Amount of CHF 10.5 Million

8

Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 9

Mgmt For For Designate Christoph Vaucher as Independent Proxy

10



German American Bancorp, Inc. Meeting Date: 05/17/2018 Country: USA

Meeting Type: Annual Ticker: GABC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Marc D. Fine Mgmt For For


Page 995 of 2,968



German American Bancorp, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director U. Butch Klem 1.2

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, this director is not sufficiently independent to serve as the independent lead director. Moreover, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. Lastly, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director Raymond W. Snowden 1.3




Getty Realty Corp. Meeting Date: 05/08/2018 Country: USA

Meeting Type: Annual Ticker: GTY


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Leo Liebowitz Mgmt For Withhold


Mgmt Withhold For Elect Director Milton Cooper 1b

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. Lastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Page 996 of 2,968



Getty Realty Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Philip E. Coviello 1c

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. Lastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Mgmt For For Elect Director Christopher J. Constant 1d

Mgmt For For Elect Director Richard E. Montag 1e


Mgmt Withhold For Elect Director Howard B. Safenowitz 1f

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, this director is not sufficiently independent to serve as the independent lead director. In addition, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. Lastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.


2

Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Lastly, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

Mgmt Against For Increase Authorized Preferred and Common Stock

3

Voter Rationale: The issuance of shares with impaired/enhanced voting rights violates the principle of one share, one vote.



Page 997 of 2,968



GGP Inc. Meeting Date: 06/19/2018 Country: USA

Meeting Type: Annual Ticker: GGP

Primary ISIN: US36174X1019 Primary SEDOL: BYMYV82

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Richard B. Clark Mgmt For For

Mgmt For For Elect Director Mary Lou Fiala 1b

Mgmt For For Elect Director J. Bruce Flatt 1c

Mgmt For For Elect Director Janice R. Fukakusa 1d

Mgmt For For Elect Director John K. Haley 1e

Mgmt For For Elect Director Daniel B. Hurwitz 1f

Mgmt For For Elect Director Brian W. Kingston 1g

Mgmt For For Elect Director Christina M. Lofgren 1h

Mgmt For For Elect Director Sandeep Mathrani 1i


2

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.


Gibraltar Industries, Inc. Meeting Date: 05/04/2018 Country: USA

Meeting Type: Annual Ticker: ROCK


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Sharon M. Brady Mgmt For For

Mgmt For For Elect Director Frank G. Heard 1b

Mgmt For For Elect Director Craig A. Hindman 1c

Mgmt For For Elect Director Vinod M. Khilnani 1d

8 of 2,968



Gibraltar Industries, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director William P. Montague 1e


Mgmt For For Elect Director James B. Nish 1f


2

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


G-III Apparel Group, Ltd. Meeting Date: 06/14/2018 Country: USA

Meeting Type: Annual Ticker: GIII

Primary ISIN: US36237H1014 Primary SEDOL: 2369721

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Morris Goldfarb Mgmt For For


Mgmt For For Elect Director Sammy Aaron 1.2

Page 999 of 2,968



G-III Apparel Group, Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Thomas J. Brosig 1.3

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt Withhold For Elect Director Alan Feller 1.4

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. Moreover, former employees or company founders are not sufficiently independent to serve on key board committees. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Jeffrey Goldfarb 1.5

Mgmt For For Elect Director Jeanette Nostra 1.6

Mgmt Withhold For Elect Director Laura Pomerantz 1.7

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the board should act with accountability to the investors it represents and take action where a substantial proportion have expressed concerns over compensation practices in previous years.

Mgmt Withhold For Elect Director Allen Sirkin 1.8

Voter Rationale: The board should act with accountability to the investors it represents and take action where a substantial proportion have expressed concerns over compensation practices in previous years.

Mgmt Withhold For Elect Director Willem Van Bokhorst 1.9

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the board should act with accountability to the investors it represents and take action where a substantial proportion have expressed concerns over compensation practices in previous years.

Mgmt For For Elect Director Cheryl L. Vitali 1.10


Page 1,000 of 2,968



G-III Apparel Group, Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Richard White 1.11

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the board should act with accountability to the investors it represents and take action where a substantial proportion have expressed concerns over compensation practices in previous years.Lastly, this director is not sufficiently independent to serve as the independent lead director.


2

Voter Rationale: The board should act with accountability to the investors it represents and take action where a substantial proportion have expressed concerns over compensation practices in previous years. Furthermore, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Gilead Sciences, Inc. Meeting Date: 05/09/2018 Country: USA

Meeting Type: Annual Ticker: GILD


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director John F. Cogan Mgmt For For

Mgmt For For Elect Director Jacqueline K. Barton 1b

Mgmt For For Elect Director Kelly A. Kramer 1c

Mgmt For For Elect Director Kevin E. Lofton 1d

Mgmt For For Elect Director John C. Martin 1e

Mgmt For For Elect Director John F. Milligan 1f

Mgmt For For Elect Director Richard J. Whitley 1g

Mgmt For For Elect Director Gayle E. Wilson 1h

Mgmt For For Elect Director Per Wold-Olsen 1i

Page 1,001 of 2,968



Gilead Sciences, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.




GKN plc Meeting Date: 05/03/2018 Country: United Kingdom

Meeting Type: Annual Ticker: GKN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt Against For Re-elect Mike Turner as Director 3


Mgmt For For Re-elect Anne Stevens as Director 4


Mgmt For For Elect Jos Sclater as Director 5

Mgmt For For Re-elect Phil Swash as Director 6

Mgmt For For Re-elect Angus Cockburn as Director 7

Page 1,002 of 2,968



GKN plc Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Re-elect Tufan Erginbilgic as Director 8


Mgmt For For Re-elect Shonaid Jemmett-Page as Director 9

Mgmt For For Re-elect Richard Parry-Jones as Director 10

Mgmt For For Reappoint Deloitte LLP as Auditors 11

Mgmt For For Authorise the Audit & Risk Committee to Fix Remuneration of Auditors

12



14


15


16


17



19


Glacier Bancorp, Inc. Meeting Date: 04/25/2018 Country: USA

Meeting Type: Annual Ticker: GBCI

Primary ISIN: US37637Q1058 Primary SEDOL: 2370585

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Randall M. Chesler Mgmt For For

Mgmt For For Elect Director Sherry L. Cladouhos 1.2

Mgmt Withhold For Elect Director James M. English 1.3

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 1,003 of 2,968



Glacier Bancorp, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Annie M. Goodwin 1.4

Mgmt For For Elect Director Dallas I. Herron 1.5

Mgmt For For Elect Director Craig A. Langel 1.6

Mgmt For For Elect Director Douglas J. McBride 1.7

Mgmt For For Elect Director John W. Murdoch 1.8

Mgmt For For Elect Director Mark J. Semmens 1.9

Mgmt For For Elect Director George R. Sutton 1.10


2

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For For Ratify BKD, LLP as Auditors 3

Gladstone Commercial Corporation Meeting Date: 05/03/2018 Country: USA

Meeting Type: Annual Ticker: GOOD


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Terry L. Brubaker Mgmt For For


Mgmt For For Elect Director Caren D. Merrick 1.2


Mgmt For For Elect Director Walter H. Wilkinson, Jr. 1.3



Page 1,004 of 2,968



GlaxoSmithKline plc Meeting Date: 05/03/2018 Country: United Kingdom

Meeting Type: Annual Ticker: GSK


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt For For Elect Dr Hal Barron as Director 3

Mgmt For For Elect Dr Laurie Glimcher as Director 4

Mgmt For For Re-elect Philip Hampton as Director 5

Mgmt For For Re-elect Emma Walmsley as Director 6

Mgmt For For Re-elect Vindi Banga as Director 7

Mgmt For For Re-elect Dr Vivienne Cox as Director 8

Mgmt For For Re-elect Simon Dingemans as Director 9

Mgmt For For Re-elect Lynn Elsenhans as Director 10

Mgmt For For Re-elect Dr Jesse Goodman as Director 11

Mgmt For For Re-elect Judy Lewent as Director 12

Mgmt For For Re-elect Urs Rohner as Director 13

Mgmt For For Appoint Deloitte LLP as Auditors 14

Mgmt For For Authorise the Audit & Risk Committee to Fix Remuneration of Auditors

15


16


17


18


19


Mgmt For For Approve the Exemption from Statement of the Name of the Senior Statutory Auditor in Published Copies of the Auditors' Reports

21


22

Page 1,005 of 2,968



GlaxoSmithKline plc Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


GlaxoSmithKline plc Meeting Date: 05/03/2018 Country: United Kingdom

Meeting Type: Special Ticker: GSK


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve the Buyout of Novartis' Interest in GlaxoSmithKline Consumer Healthcare Holdings Limited for the Purposes of Chapter 11 of the Listing Rules of the Financial Conduct Authority

Mgmt For For

Glencore Plc Meeting Date: 05/02/2018 Country: Jersey

Meeting Type: Annual Ticker: GLEN

Primary ISIN: JE00B4T3BW64 Primary SEDOL: B4T3BW6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Approve Reduction of the Company's Capital Contribution Reserves

2

Mgmt For For Re-elect Anthony Hayward as Director 3


Mgmt For For Re-elect Ivan Glasenberg as Director 4


Mgmt For For Re-elect Peter Coates as Director 5

Mgmt For For Re-elect Leonhard Fischer as Director 6

Page 1,006 of 2,968



Glencore Plc Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Martin Gilbert as a Director 7


Mgmt For For Re-elect John Mack as Director 8

Mgmt For For Elect Gill Marcus as a Director 9

Mgmt For For Re-elect Patrice Merrin as Director 10


Mgmt For For Reappoint Deloitte LLP as Auditors 12


13


14


15


16


Global Brass and Copper Holdings, Inc. Meeting Date: 05/24/2018 Country: USA

Meeting Type: Annual Ticker: BRSS

Primary ISIN: US37953G1031 Primary SEDOL: B986ZR4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Vicki L. Avril Mgmt For For

Mgmt For For Elect Director Donald L. Marsh 1B

Mgmt For For Elect Director Bradford T. Ray 1C

Mgmt For For Elect Director John H. Walker 1D


Mgmt For For Elect Director John J. Wasz 1E

Mgmt For For Elect Director Martin E. Welch, III 1F

Page 1,007 of 2,968



Global Brass and Copper Holdings, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Ronald C. Whitaker 1G



3


Global Indemnity Limited Meeting Date: 06/13/2018 Country: Cayman Islands

Meeting Type: Annual Ticker: GBLI

Primary ISIN: KYG3933F1054 Primary SEDOL: BD4D072

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Saul A. Fox Mgmt For For

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholdersThe board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director Joseph W. Brown 1b

Mgmt For For Elect Director Seth J. Gersch 1c

Mgmt For For Elect Director John H. Howes 1d

Mgmt For For Elect Director Jason B. Hurwitz 1e

Mgmt For For Elect Director Bruce R. Lederman 1f

Mgmt For For Elect Director Cynthia Y. Valko 1g

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders.

Mgmt For For Elect Stephen Green as Director of Global Indemnity Reinsurance Company, Ltd.

2a.1

Mgmt For For Elect Terence J. Power as Director of Global Indemnity Reinsurance Company, Ltd.

2a.2

Mgmt For For Elect Cynthia Y. Valko as Director of Global Indemnity Reinsurance Company, Ltd.

2a.3

Mgmt For For Elect Marie-Joelle Chapleau as Director of Global Indemnity Reinsurance Company, Ltd.

2a.4

Page 1,008 of 2,968



Global Indemnity Limited Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Grainne Richmond as Director of Global Indemnity Reinsurance Company, Ltd.

2a.5

Mgmt For For Ratify Ernst & Young, Ltd., Hamilton, Bermuda as Auditors

2b

Mgmt For For Approve Ernst & Young Global Limited as Auditors and Authorize Board to Fix Their Remuneration

3


Voter Rationale: This plan could lead to excessive dilution. Also, reducing the strike price of options already granted after the stock price has fallen undermines any employee incentive strategy and is not aligned with the interests of shareholders. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Lastly, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Global Medical REIT Inc. Meeting Date: 05/30/2018 Country: USA

Meeting Type: Annual Ticker: GMRE

Primary ISIN: US37954A2042 Primary SEDOL: BSNMBW7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jeffrey Busch Mgmt For For


Mgmt For For Elect Director Henry Cole 1.2


Mgmt Withhold For Elect Director Matthew L. Cypher 1.3


Mgmt Withhold For Elect Director Zhang Jingguo 1.4


Mgmt Withhold For Elect Director Ronald Marston 1.5


Page 1,009 of 2,968



Global Medical REIT Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Roscoe Moore 1.6

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Mgmt Withhold For Elect Director Zhang Huiqi 1.7


Mgmt For For Elect Director Lori Beth Wittman 1.8


2

Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


Mgmt For For Ratify MaloneBailey, LLP as Auditors 4

Global Net Lease, Inc. Meeting Date: 05/15/2018 Country: USA

Meeting Type: Annual Ticker: GNL

Primary ISIN: US3793782018 Primary SEDOL: BZCFW78

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Edward G. Rendell Mgmt For Against

Mgmt Against For Elect Director Abby M. Wenzel 1b


Global Payments Inc. Meeting Date: 04/27/2018 Country: USA

Meeting Type: Annual Ticker: GPN

Primary ISIN: US37940X1028 Primary SEDOL: 2712013

Page 1,010 of 2,968



Global Payments Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director William I. Jacobs Mgmt For Against

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director Robert H.B. Baldwin, Jr. 1.2


Mgmt Against For Elect Director Alan M. Silberstein 1.3

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.


2

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.


Globus Medical, Inc. Meeting Date: 06/06/2018 Country: USA

Meeting Type: Annual Ticker: GMED

Primary ISIN: US3795772082 Primary SEDOL: B7D65M0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director David D. Davidar Mgmt For For


Page 1,011 of 2,968



Globus Medical, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Robert W. Liptak 1b


Mgmt For For Elect Director James R. Tobin 1c




3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Glory Ltd. Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Amend Articles to Amend Business Lines 2

Mgmt For For Elect Director Onoe, Hirokazu 3.1

Mgmt Against For Elect Director Miwa, Motozumi 3.2


Mgmt Against For Elect Director Onoe, Hideo 3.3


Mgmt Against For Elect Director Mabuchi, Shigetoshi 3.4


Page 1,012 of 2,968



Glory Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Kotani, Kaname 3.5


Mgmt Against For Elect Director Harada, Akihiro 3.6


Mgmt For For Elect Director Sasaki, Hiroki 3.7

Mgmt For For Elect Director Iki, Joji 3.8


Mgmt For For Approve Compensation Ceilings for Directors and Statutory Auditors

5

Mgmt For For Approve Trust-Type Equity Compensation Plan 6

GLP J-REIT Meeting Date: 05/25/2018 Country: Japan

Meeting Type: Special Ticker: 3281

Primary ISIN: JP3047510007 Primary SEDOL: B8RBZV7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Amend Asset Management Compensation

Mgmt For For

Mgmt For For Elect Executive Director Tatsumi, Yoji 2

Mgmt For For Elect Supervisory Director Inoue, Toraki 3.1

Mgmt For For Elect Supervisory Director Yamaguchi, Kota 3.2

Glu Mobile Inc. Meeting Date: 06/07/2018 Country: USA

Meeting Type: Annual Ticker: GLUU

Primary ISIN: US3798901068 Primary SEDOL: B1VP204

Page 1,013 of 2,968



Glu Mobile Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Eric R. Ball Mgmt For For


Mgmt For For Elect Director Nick Earl 1.2


Mgmt Withhold For Elect Director Ann Mather 1.3

Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.


Voter Rationale: This plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Godo Steel Ltd. Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Meiga, Takayoshi Mgmt For For

Page 1,014 of 2,968



Godo Steel Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Adachi, Hitoshi 1.2


Mgmt Against For Elect Director Saito, Takashi 1.3


Mgmt Against For Elect Director Higo, Seikichi 1.4


Mgmt Against For Elect Director Shinomiya, Akio 1.5


Mgmt Against For Elect Director Sakata, Teiichi 1.6


Mgmt For For Appoint KPMG AZSA LLC as New External Audit Firm

2

Gold Resource Corporation Meeting Date: 06/22/2018 Country: USA

Meeting Type: Annual Ticker: GORO

Primary ISIN: US38068T1051 Primary SEDOL: B1DZ912

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Bill M. Conrad Mgmt For For

Mgmt For For Elect Director Jason D. Reid 1.2

Mgmt For For Elect Director Gary C. Huber 1.3

Mgmt For For Elect Director Alex G. Morrison 1.4


2


Mgmt For For Ratify EKS&H LLLP as Auditors 3

Page 1,015 of 2,968



Goldcrest Co. Ltd. Meeting Date: 06/20/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Yasukawa, Hidetoshi Mgmt For Against


Mgmt For For Elect Director Tsumura, Masao 1.2

Mgmt Against For Elect Director Ito, Masaki 1.3


Mgmt Against For Elect Director Tsuda, Hayuru 1.4


Mgmt For For Appoint Alternate Statutory Auditor Kawaguchi, Masao

2

Golden Agri-Resources Ltd Meeting Date: 04/23/2018 Country: Mauritius

Meeting Type: Annual Ticker: E5H

Primary ISIN: MU0117U00026 Primary SEDOL: 6164472

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Adopt Financial Statements and Directors' and Auditors' Reports

Mgmt For For



Page 1,016 of 2,968



Golden Agri-Resources Ltd Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Muktar Widjaja as Director 4


Mgmt For For Elect Foo Meng Kee as Director 5

Mgmt For For Elect William Chung Nien Chin as Director 6

Mgmt Against For Elect Kaneyalall Hawabhay as Director 7


Mgmt For For Approve Moore Stephens LLP as Auditors and Authorize Board to Fix Their Remuneration

8



9


Mgmt Against For Authorize Share Repurchase Program 10

Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%.

Mgmt For For Approve Mandate for Interested Person Transactions

11

Goldwin Inc. Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Nishida, Akio Mgmt For For

Mgmt Against For Elect Director Futatsukawa, Kiyoto 1.2


Mgmt Against For Elect Director Watanabe, Takao 1.3


Page 1,017 of 2,968



Goldwin Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Nishida, Yoshiteru 1.4


Mgmt Against For Elect Director Homma, Eiichiro 1.5


Mgmt Against For Elect Director Asami, Yasuo 1.6


Mgmt Against For Elect Director Yamamichi, Shuhei 1.7


Mgmt Against For Elect Director Suzuki, Masatoshi 1.8


Mgmt Against For Elect Director Moriguchi, Yuko 1.9


Mgmt Against For Appoint Statutory Auditor Yoichi, Hidenao 2



Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.

Government Properties Income Trust Meeting Date: 05/24/2018 Country: USA

Meeting Type: Annual Ticker: GOV

Primary ISIN: US38376A1034 Primary SEDOL: B4ZG8D9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Barbara D. Gilmore Mgmt For Withhold

Page 1,018 of 2,968



Government Properties Income Trust Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. Moreover, executive pay is not in line with company performance because the company has not adequately responded to last year's low say-on-pay vote results. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Also, the board should act with accountability to the investors it represents and take action on majority shareholder votes. Lastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Mgmt Withhold For Elect Director Elena B. Poptodorova 1.2

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. Moreover, executive pay is not in line with company performance because the company has not adequately responded to last year's low say-on-pay vote results. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Also, the board should act with accountability to the investors it represents and take action on majority shareholder votes. Lastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.


2

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


GPT Group Meeting Date: 05/02/2018 Country: Australia

Meeting Type: Annual Ticker: GPT

Primary ISIN: AU000000GPT8 Primary SEDOL: 6365866

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Lim Swe Guan as Director Mgmt For For

Mgmt For For Elect Vickki McFadden as Director 2

Page 1,019 of 2,968



GPT Group Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: The remuneration report does not articulate how executives performed against historic performance targets. The board should articulate how bonus payments reflect prior year performance, as well as outlining forward-looking targets that underpin long-term incentive plans.

Mgmt For For Approve Grant of Performance Rights to Robert Johnston (2018 Deferred Short Term Incentive)

4

Mgmt For For Approve Grant of Performance Rights to Robert Johnston (Long Term Incentive)

5

Mgmt For For Approve Proportional Takeover Provisions 6

Graham Holdings Company Meeting Date: 05/03/2018 Country: USA

Meeting Type: Annual Ticker: GHC

Primary ISIN: US3846371041 Primary SEDOL: BGM1B98

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Christopher C. Davis Mgmt For Withhold

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually. Moreover, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

Mgmt For For Elect Director Anne M. Mulcahy 1.2


Mgmt For For Elect Director Larry D. Thompson 1.3


Grand Canyon Education, Inc. Meeting Date: 06/13/2018 Country: USA

Meeting Type: Annual Ticker: LOPE

Primary ISIN: US38526M1062 Primary SEDOL: B3F1XM1

Page 1,020 of 2,968



Grand Canyon Education, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Brian E. Mueller Mgmt For For


Mgmt For For Elect Director Sara R. Dial 1.2

Mgmt For For Elect Director Jack A. Henry 1.3

Mgmt For For Elect Director Kevin F. Warren 1.4

Mgmt For For Elect Director David J. Johnson 1.5


2



GRANITE CONSTRUCTION INCORPORATED Meeting Date: 06/07/2018 Country: USA

Meeting Type: Annual Ticker: GVA


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director David H. Kelsey Mgmt For Against

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director James W. Bradford, Jr. 1b


Mgmt For For Elect Director Michael F. McNally 1c


Page 1,021 of 2,968



GRANITE CONSTRUCTION INCORPORATED Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


2

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.



Gray Television, Inc. Meeting Date: 05/07/2018 Country: USA

Meeting Type: Annual Ticker: GTN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Hilton H. Howell, Jr. Mgmt For For

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Furthermore, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders.

Mgmt Withhold For Elect Director Howell W. Newton 1.2

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, this director is not sufficiently independent to serve as the independent lead director.

Mgmt Withhold For Elect Director Richard L. Boger 1.3

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Page 1,022 of 2,968



Gray Television, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director T.L. (Gene) Elder 1.4


Mgmt For For Elect Director Luis A. Garcia 1.5


Mgmt For For Elect Director Richard B. Hare 1.6

Mgmt For For Elect Director Robin R. Howell 1.7

Mgmt For For Elect Director Elizabeth R. (Beth) Neuhoff 1.8

Mgmt Withhold For Elect Director Hugh E. Norton 1.9

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Increase Authorized Common Stock 2

Mgmt For For Ratify RSM US LLP as Auditors 3

SH Against None Amend Bylaws 4

Voter Rationale: This proposal is not considered to be in the best interest of shareholders.

Great Lakes Dredge & Dock Corporation Meeting Date: 05/02/2018 Country: USA

Meeting Type: Annual Ticker: GLDD

Primary ISIN: US3906071093 Primary SEDOL: B1LDZK9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Lasse J. Petterson Mgmt For For


Page 1,023 of 2,968



Great Lakes Dredge & Dock Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Kathleen M. Shanahan 1.2





3

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

Great Southern Bancorp, Inc. Meeting Date: 05/09/2018 Country: USA

Meeting Type: Annual Ticker: GSBC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Thomas J. Carlson Mgmt For Withhold

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director Debra Mallonee Shantz Hart 1.2


Page 1,024 of 2,968



Great Southern Bancorp, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Joseph W. Turner 1.3



2

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Moreover, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.



Voter Rationale: This plan could lead to excessive dilution. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.



Green Bancorp, Inc. Meeting Date: 05/23/2018 Country: USA

Meeting Type: Annual Ticker: GNBC

Primary ISIN: US39260X1000 Primary SEDOL: BPPWW98

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director William D. Ellis Mgmt For For


Mgmt Withhold For Elect Director Scott Schaen 1.2

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Page 1,025 of 2,968



Green Bancorp, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Stefanie L. Shelley 1.3




Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Green Brick Partners, Inc. Meeting Date: 05/23/2018 Country: USA

Meeting Type: Annual Ticker: GRBK

Primary ISIN: US3927091013 Primary SEDOL: BS7T2R6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Elizabeth K. Blake Mgmt For For

Mgmt For For Elect Director Harry Brandler 1.2

Mgmt For For Elect Director James R. Brickman 1.3

Mgmt For For Elect Director David Einhorn 1.4


Mgmt For For Elect Director John R. Farris 1.5

Mgmt For For Elect Director Kathleen Olsen 1.6

Mgmt For For Elect Director Richard S. Press 1.7


Page 1,026 of 2,968



Green Dot Corporation Meeting Date: 05/24/2018 Country: USA

Meeting Type: Annual Ticker: GDOT

Primary ISIN: US39304D1028 Primary SEDOL: B3WNNP3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Kenneth C. Aldrich Mgmt For Against


Mgmt For For Elect Director J. Chris Brewster 1.2

Mgmt For For Elect Director Glinda Bridgforth Hodges 1.3

Mgmt For For Elect Director Rajeev V. Date 1.4

Mgmt For For Elect Director William I. Jacobs 1.5

Mgmt For For Elect Director George T. Shaheen 1.6



3


Green Plains Inc. Meeting Date: 05/09/2018 Country: USA

Meeting Type: Annual Ticker: GPRE

Primary ISIN: US3932221043 Primary SEDOL: B11FJD6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Todd A. Becker Mgmt For For


Mgmt For For Elect Director Thomas Manuel 1.2


Page 1,027 of 2,968



Green Plains Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Brian Peterson 1.3


Mgmt For For Elect Director Alain Treuer 1.4



2

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

Greenlight Capital Re, Ltd. Meeting Date: 04/25/2018 Country: Cayman Islands

Meeting Type: Annual Ticker: GLRE

Primary ISIN: KYG4095J1094 Primary SEDOL: B1XRCZ3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Alan Brooks as GLRE Director Mgmt For Against

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Simon Burton as GLRE Director 1b

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders.

Mgmt For For Elect David Einhorn as GLRE Director 1c

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Leonard Goldberg as GLRE Director 1d

Mgmt For For Elect Ian Isaacs as GLRE Director 1e


Page 1,028 of 2,968



Greenlight Capital Re, Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Frank Lackner as GLRE Director 1f


Mgmt For For Elect Bryan Murphy as GLRE Director 1g

Mgmt Against For Elect Joseph Platt as GLRE Director 1h

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. In addition, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Hope Taitz as GLRE Director 1i


Mgmt For For Elect Alan Brooks as Greenlight Re Subsidiary Director

2a

Mgmt For For Elect Simon Burton as Greenlight Re Subsidiary Director

2b

Mgmt For For Elect David Einhorn as Greenlight Re Subsidiary Director

2c

Mgmt For For Elect Leonard Goldberg as Greenlight Re Subsidiary Director

2d

Mgmt For For Elect Ian Isaacs as Greenlight Re Subsidiary Director

2e

Mgmt For For Elect Frank Lackner as Greenlight Re Subsidiary Director

2f

Mgmt For For Elect Bryan Murphy as Greenlight Re Subsidiary Director

2g

Mgmt For For Elect Joseph Platt as Greenlight Re Subsidiary Director

2h

Mgmt For For Elect Hope Taitz as Greenlight Re Subsidiary Director

2i

Mgmt For For Elect Tim Courtis as GRIL Subsidiary Director 3a

Mgmt For For Elect Philip Harkin as GRIL Subsidiary Director 3b

Mgmt For For Elect Frank Lackner as GRIL Subsidiary Director 3c

Mgmt For For Elect Patrick O'Brien as GRIL Subsidiary Director 3d

Page 1,029 of 2,968



Greenlight Capital Re, Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Brendan Tuohy as GRIL Subsidiary Director

3e


Mgmt For For Ratify BDO Cayman Ltd. as Auditors of Greenlight Re

5

Mgmt For For Ratify BDO, Registered Auditors in Ireland as Auditors of GRIL

6


7

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Greggs plc Meeting Date: 05/09/2018 Country: United Kingdom

Meeting Type: Annual Ticker: GRG

Primary ISIN: GB00B63QSB39 Primary SEDOL: B63QSB3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Reappoint KPMG LLP as Auditors 2

Mgmt For For Authorise Board to Fix Remuneration of Auditors 3


Mgmt Against For Re-elect Ian Durant as Director 5

Mgmt For For Re-elect Roger Whiteside as Director 6

Mgmt For For Re-elect Richard Hutton as Director 7

Mgmt For For Re-elect Allison Kirkby as Director 8

Mgmt For For Re-elect Dr Helena Ganczakowski as Director 9

Mgmt For For Re-elect Peter McPhillips as Director 10

Mgmt For For Re-elect Sandra Turner as Director 11


Page 1,030 of 2,968



Greggs plc Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


13


14



16

Grifols SA Meeting Date: 05/24/2018 Country: Spain

Meeting Type: Annual Ticker: GRF

Primary ISIN: ES0171996087 Primary SEDOL: BYY3DX6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Standalone Financial Statements, Allocation of Income, and Dividend Payment

Mgmt For For

Mgmt For For Approve Consolidated Financial Statements 2

Mgmt For For Approve Discharge of Board 3

Mgmt For For Renew Appointment of KPMG Auditores as Auditor of Standalone Financial Statements and Renew Appointment of Grant Thornton as Co-Auditor

4


Mgmt For For Renew Appointment of KPMG Auditores as Auditor of Consolidated Financial Statements

5


Mgmt For For Reelect Belen Villalonga Morenes as Director 6.1

Mgmt For For Reelect Marla E. Salmon as Director 6.2

Mgmt Against For Advisory Vote on Remuneration Report 7

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Then, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Finally, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Page 1,031 of 2,968



Grifols SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Authorize Board to Ratify and Execute Approved Resolutions

8

Groupon, Inc. Meeting Date: 06/14/2018 Country: USA

Meeting Type: Annual Ticker: GRPN

Primary ISIN: US3994731079 Primary SEDOL: B77D163

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Michael Angelakis Mgmt For For

Mgmt For For Elect Director Peter Barris 1.2

Mgmt For For Elect Director Robert Bass 1.3

Mgmt For For Elect Director Eric Lefkofsky 1.4

Mgmt For For Elect Director Theodore Leonsis 1.5

Mgmt Withhold For Elect Director Joseph Levin 1.6


Mgmt For For Elect Director Deborah Wahl 1.7

Mgmt For For Elect Director Rich Williams 1.8

Mgmt For For Elect Director Ann Ziegler 1.9



3

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.


Page 1,032 of 2,968



Grupo Catalana Occidente S.A. Meeting Date: 04/26/2018 Country: Spain

Meeting Type: Annual Ticker: GCO

Primary ISIN: ES0116920333 Primary SEDOL: B188XC5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Standalone Financial Statements Mgmt For For


Mgmt For For Approve Consolidated Financial Statements 3

Mgmt For For Approve Discharge of Board 4

Mgmt For For Reelect Hugo Serra Calderon as Director 5.1

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.

Mgmt Against For Reelect Maria Assumpta Soler Serra as Director 5.2


Mgmt Against For Reelect Lacanuda Consell SL as Director 5.3

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Reelect Jusal SL as Director 5.4


Mgmt Against For Ratify Appointment of and Elect Gestion de Activos y Valores SL as Director

5.5


Mgmt For For Appoint PricewaterhouseCoopers as Auditor 6


Mgmt For For Amend Article 11 Re: General Meetings 7

Mgmt For For Amend Article 4 of General Meeting Regulations 8

Mgmt Against For Approve Remuneration of Directors 9.1

Voter Rationale: Votes against these resolutions are warranted due to excessive board remuneration in relation to market standards.

Mgmt Against For Fix Board Meeting Attendance Fees 9.2


Page 1,033 of 2,968



Grupo Catalana Occidente S.A. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Approve Annual Maximum Remuneration 9.3


Mgmt Against For Advisory Vote on Remuneration Report 10

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.

Mgmt For For Authorize Board to Ratify and Execute Approved Resolutions

11

GS YUASA CORP. Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


2

Mgmt For For Elect Director Murao, Osamu 3.1

Mgmt Against For Elect Director Nishida, Kei 3.2


Mgmt Against For Elect Director Nakagawa, Toshiyuki 3.3


Mgmt Against For Elect Director Kuragaki, Masahide 3.4


Mgmt Against For Elect Director Furukawa, Akio 3.5


Mgmt For For Elect Director Otani, Ikuo 3.6

Mgmt For For Elect Director Matsunaga, Takayoshi 3.7

Page 1,034 of 2,968



GS YUASA CORP. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


G-Tekt Corp Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Kikuchi, Toshitsugu 2.1

Mgmt For For Elect Director Takao, Naohiro 2.2

Mgmt Against For Elect Director Yoneya, Masataka 2.3


Mgmt Against For Elect Director Hora, Hideaki 2.4


Mgmt Against For Elect Director Ishikawa, Mitsuo 2.5


Mgmt Against For Elect Director Nakanishi, Takahiro 2.6


Mgmt Against For Elect Director Yoshizawa, Isao 2.7


Mgmt Against For Elect Director Tone, Tadahiro 2.8


Mgmt For For Elect Director Ogo, Makoto 2.9



Page 1,035 of 2,968



GTT Communications, Inc. Meeting Date: 05/30/2018 Country: USA

Meeting Type: Annual Ticker: GTT

Primary ISIN: US3623931009 Primary SEDOL: BHB2F53

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Richard D. Calder, Jr. Mgmt For For

Mgmt For For Elect Director H. Brian Thompson 1.2

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director S. Joseph Bruno 1.3


Mgmt Withhold For Elect Director Rhodric C. Hackman 1.4

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. In addition, former employees or company founders are not sufficiently independent to serve on key board committees. Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Howard E. Janzen 1.5


Mgmt For For Elect Director Nick Adamo 1.6

Mgmt For For Elect Director Theodore B. Smith, III 1.7


Mgmt For For Elect Director Elizabeth Satin 1.8

Mgmt For For Elect Director Julius Erving 1.9


2

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Approve Issuance of Shares for a Private Placement

3

Page 1,036 of 2,968



GTT Communications, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: This plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Ratify CohnReznick LLP as Auditors 5


Guangzhou Automobile Group Co., Ltd. Meeting Date: 05/18/2018 Country: China


Primary ISIN: CNE100001NQ2 Primary SEDOL: B7TC005

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

AGM BALLOT FOR HOLDERS OF H SHARES Mgmt

Mgmt For For Approve 2017 Annual Report and Its Summary Report

1

Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.

Mgmt For For Approve 2017 Work Report of the Board of Directors

2

Mgmt For For Approve 2017 Work Report of the Supervisory Committee

3

Mgmt For For Approve 2017 Financial Report 4

Mgmt For For Approve Profit Distribution and Capitalization of Capital Reserves

5

Mgmt Against For Approve Appointment of Auditors 6

Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.

Mgmt For For Approve Internal Control Auditors 7

Mgmt For For Approve Dividend Distribution Plan for 2018-2020

8


9


Page 1,037 of 2,968



Guangzhou Automobile Group Co., Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Authorize Board of Directors to Issue Debt Financing Instruments

10

Voter Rationale: A vote against this resolution is warranted given the limited disclosure regarding the proposed issuance of debt financing instruments which also includes issuance of convertible bonds.

Guaranty Bancorp Meeting Date: 05/08/2018 Country: USA

Meeting Type: Annual Ticker: GBNK

Primary ISIN: US40075T6073 Primary SEDOL: B9XQFP7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Suzanne R. Brennan Mgmt For For

Mgmt Against For Elect Director Edward B. Cordes 1B

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

Mgmt Against For Elect Director John M. Eggemeyer 1C


Mgmt For For Elect Director Keith R. Finger 1D

Mgmt Against For Elect Director Stephen D. Joyce 1E

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director Gail H. Klapper 1F

Mgmt For For Elect Director Stephen G. McConahey 1G

Mgmt For For Elect Director Paul W. Taylor 1H

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

Mgmt For For Elect Director W. Kirk Wycoff 1I


Page 1,038 of 2,968



Guess?, Inc. Meeting Date: 06/19/2018 Country: USA

Meeting Type: Annual Ticker: GES


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Maurice Marciano Mgmt For Withhold


Mgmt For For Elect Director Gianluca Bolla 1.2



2

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


SH For Against Submit Severance Agreement to Shareholder Vote

4

Voter Rationale: Companies should request approval of compensation policies covering severance packages and signing bonuses from shareholders. The prospect of separating the voting rights of a merger or acquisition from the compensation packages associate with it is welcome.

Gulf Island Fabrication, Inc. Meeting Date: 04/25/2018 Country: USA

Meeting Type: Annual Ticker: GIFI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Michael J. Keeffe Mgmt For For


Page 1,039 of 2,968



Gulf Island Fabrication, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Kirk J. Meche 1.2



2

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.



Gulfport Energy Corporation Meeting Date: 05/30/2018 Country: USA

Meeting Type: Annual Ticker: GPOR


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Michael G. Moore Mgmt For For

Mgmt For For Elect Director Craig Groeschel 1.2

Mgmt Against For Elect Director David L. Houston 1.3


Mgmt For For Elect Director C. Doug Johnson 1.4

Mgmt For For Elect Director Ben T. Morris 1.5

Mgmt For For Elect Director Scott E. Streller 1.6

Mgmt For For Elect Director Paul D. Westerman 1.7

Mgmt For For Elect Director Deborah G. Adams 1.8

Page 1,040 of 2,968



Gulfport Energy Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


2

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Gunma Bank Ltd. Meeting Date: 06/26/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Kibe, Kazuo 2.1

Mgmt For For Elect Director Saito, Kazuo 2.2

Mgmt Against For Elect Director Horie, Nobuyuki 2.3


Mgmt Against For Elect Director Fukai, Akihiko 2.4


Mgmt Against For Elect Director Hirasawa, Yoichi 2.5


Mgmt Against For Elect Director Kanai, Yuji 2.6


Mgmt Against For Elect Director Hanasaki, Satoshi 2.7


Mgmt For For Elect Director Muto, Eiji 2.8

Page 1,041 of 2,968



Gunma Bank Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Kondo, Jun 2.9


Mgmt Against For Appoint Statutory Auditor Watanabe, Noriyuki 3.1


Mgmt Against For Appoint Statutory Auditor Fukushima, Kaneo 3.2


Gunze Ltd. Meeting Date: 06/26/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Elect Director Hirochi, Atsushi 2.1


Mgmt Against For Elect Director Saguchi, Toshiyasu 2.2


Mgmt For For Elect Director Shirai, Aya 2.3

Mgmt Against For Elect Director Akase, Yasuhiro 2.4


Mgmt Against For Elect Director Oka, Nobuya 2.5


Mgmt Against For Elect Director Kimura, Katsuhiko 2.6


Mgmt Against For Elect Director Takao, Shigeki 2.7


Page 1,042 of 2,968



Gunze Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Anno, Katsuya 2.8


Mgmt Against For Elect Director Oikawa, Katsuhiko 2.9


Mgmt Against For Elect Director Kumada, Makoto 2.10


Mgmt For For Elect Director Nakai, Hiroe 2.11

Mgmt For For Appoint Alternate Statutory Auditor Miki, Hideo 3

Gurunavi, Inc. Meeting Date: 06/20/2018 Country: Japan


Primary ISIN: JP3274180003 Primary SEDOL: B06WPV5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Amend Articles to Amend Provisions on Number of Directors

2

Mgmt Against For Elect Director Takano, Masaaki 3.1


Mgmt Against For Elect Director Tokumaru, Kei 3.2


Mgmt Against For Elect Director Inuzuka, Yoshitaka 3.3



Mgmt Against For Approve Equity Compensation Plan 5

Voter Rationale: Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.

Page 1,043 of 2,968



H&E Equipment Services, Inc. Meeting Date: 05/15/2018 Country: USA

Meeting Type: Annual Ticker: HEES

Primary ISIN: US4040301081 Primary SEDOL: B0WR848

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Gary W. Bagley Mgmt For For


Mgmt For For Elect Director John M. Engquist 1.2

Mgmt For For Elect Director Paul N. Arnold 1.3

Mgmt For For Elect Director Bruce C. Bruckmann 1.4

Mgmt For For Elect Director Patrick L. Edsell 1.5

Mgmt For For Elect Director Thomas J. Galligan, III 1.6

Mgmt For For Elect Director Lawrence C. Karlson 1.7

Mgmt For For Elect Director John T. Sawyer 1.8



3

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

H.B. Fuller Company Meeting Date: 04/12/2018 Country: USA

Meeting Type: Annual Ticker: FUL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Thomas W. Handley Mgmt For For

Page 1,044 of 2,968



H.B. Fuller Company Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Elect Director Maria Teresa Hilado 1.2


Mgmt For For Elect Director Ruth Kimmelshue 1.3



2

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.



Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. In addition, this plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

H2O Retailing Corp. Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Suzuki, Atsushi Mgmt For For

Page 1,045 of 2,968



H2O Retailing Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Araki, Naoya 1.2


Mgmt Against For Elect Director Hayashi, Katsuhiro 1.3


Mgmt For For Elect Director Yagi, Makoto 1.4

Mgmt Against For Elect Director Sumi, Kazuo 1.5


Mgmt Against For Elect Director Shijo, Haruya 1.6


Mgmt Against For Elect Director Mori, Tadatsugu 1.7


Mgmt Against For Elect Director and Audit Committee Member Konishi, Toshimitsu

2.1


Mgmt For For Elect Director and Audit Committee Member Ban, Naoshi

2.2

Mgmt Against For Elect Director and Audit Committee Member Nakano, Kenjiro

2.3


Mgmt For For Elect Director and Audit Committee Member Ishihara, Mayumi

2.4


Hachijuni Bank Ltd. Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Page 1,046 of 2,968



Hachijuni Bank Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Yamaura, Yoshiyuki 2.1


Mgmt Against For Elect Director Sato, Yuichi 2.2


Mgmt Against For Elect Director Tashita, Kayo 2.3


Mgmt Against For Appoint Statutory Auditor Kitazawa, Yoshimi 3


Hakuhodo Dy Holdings Inc. Meeting Date: 06/28/2018 Country: Japan


Primary ISIN: JP3766550002 Primary SEDOL: B05LZ02

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Narita, Junji 2.1

Mgmt For For Elect Director Toda, Hirokazu 2.2

Mgmt Against For Elect Director Sawada, Kunihiko 2.3


Mgmt Against For Elect Director Matsuzaki, Mitsumasa 2.4


Mgmt Against For Elect Director Imaizumi, Tomoyuki 2.5


Mgmt Against For Elect Director Nakatani, Yoshitaka 2.6


Page 1,047 of 2,968



Hakuhodo Dy Holdings Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Mizushima, Masayuki 2.7


Mgmt Against For Elect Director Ochiai, Hiroshi 2.8


Mgmt Against For Elect Director Fujinuma, Daisuke 2.9


Mgmt Against For Elect Director Yajima, Hirotake 2.10


Mgmt For For Elect Director Matsuda, Noboru 2.11

Mgmt Against For Elect Director Hattori, Nobumichi 2.12


Mgmt For For Elect Director Yamashita, Toru 2.13

Mgmt For For Appoint Statutory Auditor Kageyama, Kazunori 3.1

Mgmt For For Appoint Statutory Auditor Uchida, Minoru 3.2

Halcon Resources Corporation Meeting Date: 05/14/2018 Country: USA

Meeting Type: Annual Ticker: HK

Primary ISIN: US40537Q6052 Primary SEDOL: BYVBXW2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director William J. Campbell Mgmt For Withhold

Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. The exit awards that were granted in connection with the company's reorganization plan are entirely time-vested with relatively short vesting schedule, and the annual cash incentives are entirely discretionary. Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Page 1,048 of 2,968



Halcon Resources Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director James W. Christmas 1.2


Mgmt Withhold For Elect Director Michael L. Clark 1.3


Mgmt For For Elect Director Ronald D. Scott 1.4



Halliburton Company Meeting Date: 05/16/2018 Country: USA

Meeting Type: Annual Ticker: HAL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Abdulaziz F. Al Khayyal Mgmt For For

Mgmt For For Elect Director William E. Albrecht 1b

Mgmt For For Elect Director Alan M. Bennett 1c

Mgmt For For Elect Director James R. Boyd 1d

Mgmt Against For Elect Director Milton Carroll 1e


Mgmt For For Elect Director Nance K. Dicciani 1f

Mgmt For For Elect Director Murry S. Gerber 1g

Page 1,049 of 2,968



Halliburton Company Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Jose C. Grubisich 1h

Mgmt For For Elect Director David J. Lesar 1i


Mgmt For For Elect Director Robert A. Malone 1j

Mgmt For For Elect Director Jeffrey A. Miller 1k

Mgmt Against For Elect Director Debra L. Reed 1l

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.



3

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Also, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Hallmark Financial Services, Inc. Meeting Date: 05/31/2018 Country: USA

Meeting Type: Annual Ticker: HALL

Primary ISIN: US40624Q2030 Primary SEDOL: B19HTB2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Mark E. Schwarz Mgmt For For


Page 1,050 of 2,968



Hallmark Financial Services, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Scott T. Berlin 1.2

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

Mgmt Withhold For Elect Director James H. Graves 1.3

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

Mgmt Withhold For Elect Director Mark E. Pape 1.4



2

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

HALOWS CO. LTD. Meeting Date: 05/24/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Page 1,051 of 2,968



Halyard Health, Inc. Meeting Date: 04/26/2018 Country: USA

Meeting Type: Annual Ticker: HYH

Primary ISIN: US40650V1008 Primary SEDOL: BRJ6RP1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director William A. Hawkins Mgmt For For


Mgmt For For Elect Director Gary D. Blackford 1b


Mgmt For For Elect Director Patrick J. O'Leary 1c




3

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

Hamakyorex Meeting Date: 06/14/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Osuka, Masataka Mgmt For For

Mgmt For For Elect Director Osuka, Hidenori 1.2

Mgmt Against For Elect Director Yamazaki, Hiroyasu 1.3


Page 1,052 of 2,968



Hamakyorex Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Nasuda, Kiichi 1.4


Mgmt Against For Elect Director Okutsu, Yasuo 1.5


Mgmt Against For Elect Director Ariga, Akio 1.6


Mgmt Against For Elect Director Yamaoka, Tsuyoshi 1.7


Mgmt Against For Elect Director Nakane, Hiroshi 1.8


Mgmt For For Elect Director Miyagawa, Isamu 1.9

Mgmt Against For Elect Director Otsu, Yoshitaka 1.10


Mgmt Against For Appoint Statutory Auditor Sugiyama, Toshiaki 2


Mgmt Against For Appoint Alternate Statutory Auditor Fujita, Masaharu

3


Hammerson plc Meeting Date: 04/24/2018 Country: United Kingdom

Meeting Type: Annual Ticker: HMSO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For



Page 1,053 of 2,968



Hammerson plc Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Re-elect David Atkins as Director 4

Mgmt For For Re-elect Pierre Bouchut as Director 5

Mgmt For For Re-elect Gwyn Burr as Director 6

Mgmt For For Re-elect Peter Cole as Director 7

Mgmt For For Re-elect Timon Drakesmith as Director 8

Mgmt For For Re-elect Terry Duddy as Director 9

Mgmt For For Re-elect Andrew Formica as Director 10

Mgmt For For Re-elect Judy Gibbons as Director 11

Mgmt For For Re-elect Jean-Philippe Mouton as Director 12

Mgmt Against For Re-elect David Tyler as Director 13



14


15


16


17


18


Mgmt For For Approve Savings-Related Share Option Scheme 20

Mgmt For For Approve SAYE Ireland 21

Mgmt For For Approve Share Incentive Plan 22

Hancock Holding Company Meeting Date: 05/24/2018 Country: USA

Meeting Type: Annual Ticker: HBHC


Page 1,054 of 2,968



Hancock Holding Company

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director John M. Hairston Mgmt For For


Mgmt Withhold For Elect Director James H. Horne 1.2

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director Jerry L. Levens 1.3


Mgmt Withhold For Elect Director Christine L. Pickering 1.4

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Change Company Name to Hancock Whitney Corporation

2


3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.


Hanergy Thin Film Power Group Ltd Meeting Date: 06/15/2018 Country: Bermuda


Primary ISIN: BMG4288J1062 Primary SEDOL: BRJ8XY8

Page 1,055 of 2,968



Hanergy Thin Film Power Group Ltd

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For Against

Voter Rationale: The auditors have qualified their opinion in evaluation of accounts.

Mgmt For For Elect Xu Xiaohua as Director 2a

Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.

Mgmt For For Elect Zhang Bin as Director 2b

Mgmt For For Elect Lo Man Tuen as Director 2c

Mgmt For For Elect He Xiaofeng as Director 2d

Mgmt For For Elect Zhang Qiusheng as Director 2e

Mgmt For For Elect Wang Dan as Director 2f


2g

Mgmt For For Approve Ernst & Young as Auditor and Authorize Board to Fix Their Remuneration

3


4


Mgmt For For Authorize Repurchase of Issued Share Capital 5

Mgmt Against For Authorize Reissuance of Repurchased Shares 6


Hanesbrands Inc. Meeting Date: 04/24/2018 Country: USA

Meeting Type: Annual Ticker: HBI

Primary ISIN: US4103451021 Primary SEDOL: B1BJSL9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Gerald W. Evans, Jr. Mgmt For For

Mgmt For For Elect Director Bobby J. Griffin 1b

Mgmt For For Elect Director James C. Johnson 1c

Page 1,056 of 2,968



Hanesbrands Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Jessica T. Mathews 1d

Mgmt For For Elect Director Franck J. Moison 1e

Mgmt For For Elect Director Robert F. Moran 1f

Mgmt Against For Elect Director Ronald L. Nelson 1g


Mgmt For For Elect Director Richard A. Noll 1h

Mgmt For For Elect Director David V. Singer 1i

Mgmt Against For Elect Director Ann E. Ziegler 1j

Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. Listing standard assumptions that independence can be restored after a five-year "cooling off" period are incorrect.



3

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Hang Lung Group Limited Meeting Date: 04/26/2018 Country: Hong Kong



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt For For Elect Pak Wai Liu as Director 3a

Mgmt Against For Elect George Ka Ki Chang as Director 3b

Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 1,057 of 2,968



Hang Lung Group Limited Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Roy Yang Chung Chen as Director 3c


Mgmt For For Elect Philip Nan Lok Chen as Director 3d


3e

Mgmt For For Approve KPMG as Auditors and Authorize Board to Fix Their Remuneration

4

Voter Rationale: Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.



6




Hang Lung Properties Ltd. Meeting Date: 04/26/2018 Country: Hong Kong



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt Against For Elect Ronald Joseph Arculli as Director 3a

Mgmt For For Elect Ronnie Chichung Chan as Director 3b

Mgmt For For Elect Hau Cheong Ho as Director 3c


3d


4


Page 1,058 of 2,968



Hang Lung Properties Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


6


Hang Seng Bank Meeting Date: 05/10/2018 Country: Hong Kong



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Louisa Cheang as Director 2a

Voter Rationale: The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Fred Zuliu Hu as Director 2b

Mgmt For For Elect Margaret W H Kwan as Director 2c

Mgmt Against For Elect Irene Y L Lee as Director 2d


Mgmt Against For Elect Peter T S Wong as Director 2e

Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.


3



5


Page 1,059 of 2,968



Hankyu Hanshin Holdings Inc. Meeting Date: 06/13/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Amend Articles to Remove Provisions on Takeover Defense

2

Mgmt For For Elect Director Sumi, Kazuo 3.1

Mgmt For For Elect Director Sugiyama, Takehiro 3.2

Mgmt Against For Elect Director Shin, Masao 3.3


Mgmt Against For Elect Director Fujiwara, Takaoki 3.4


Mgmt For For Elect Director Inoue, Noriyuki 3.5

Mgmt For For Elect Director Mori, Shosuke 3.6

Mgmt Against For Elect Director Shimatani, Yoshishige 3.7


Mgmt Against For Elect Director Araki, Naoya 3.8


Mgmt Against For Elect Director Nakagawa, Yoshihiro 3.9


Mgmt For For Appoint Statutory Auditor Sakaguchi, Haruo 4.1

Mgmt For For Appoint Statutory Auditor Ishii, Junzo 4.2

Hanmi Financial Corporation Meeting Date: 05/23/2018 Country: USA

Meeting Type: Annual Ticker: HAFC

Primary ISIN: US4104952043 Primary SEDOL: B6TPXR5

Page 1,060 of 2,968



Hanmi Financial Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Joseph K. Rho Mgmt For Against


Mgmt For For Elect Director John J. Ahn 1b

Mgmt For For Elect Director Kiho Choi 1c

Mgmt For For Elect Director Christie K. Chu 1d

Mgmt For For Elect Director Harry H. Chung 1e

Mgmt For For Elect Director Scott Diehl 1f

Mgmt For For Elect Director C. G. Kum 1g

Mgmt For For Elect Director David L. Rosenblum 1h

Mgmt For For Elect Director Thomas J. Williams 1i

Mgmt For For Elect Director Michael M. Yang 1j


2

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Hanwa Co. Ltd. Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Furukawa, Hironari 2.1

Page 1,061 of 2,968



Hanwa Co. Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Serizawa, Hiroshi 2.2


Mgmt Against For Elect Director Kato, Yasumichi 2.3


Mgmt Against For Elect Director Nagashima, Hidemi 2.4


Mgmt Against For Elect Director Nakagawa, Yoichi 2.5


Mgmt Against For Elect Director Kurata, Yasuharu 2.6


Mgmt For For Elect Director Seki, Osamu 2.7

Mgmt For For Elect Director Hori, Ryuji 2.8

Mgmt For For Elect Director Tejima, Tatsuya 2.9

Mgmt Against For Elect Director Yamamoto, Hiromasa 2.10


Mgmt Against For Elect Director Hatanaka, Yasushi 2.11


Mgmt Against For Elect Director Sasayama, Yoichi 2.12


Mgmt Against For Elect Director Ideriha, Chiro 2.13


Mgmt Against For Elect Director Kuchiishi, Takatoshi 2.14


Mgmt Against For Appoint Statutory Auditor Ogasawara, Akihiko 3


Page 1,062 of 2,968



Hardinge Inc. Meeting Date: 05/22/2018 Country: USA

Meeting Type: Special Ticker: HDNG


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Merger Agreement Mgmt For For


Mgmt For For Advisory Vote on Golden Parachutes 3

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

Harley-Davidson, Inc. Meeting Date: 05/10/2018 Country: USA

Meeting Type: Annual Ticker: HOG


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Troy Alstead Mgmt For For

Mgmt For For Elect Director R. John Anderson 1.2

Mgmt For For Elect Director Michael J. Cave 1.3

Mgmt For For Elect Director Allan Golston 1.4

Mgmt For For Elect Director Matthew S. Levatich 1.5

Mgmt Withhold For Elect Director Sara L. Levinson 1.6


Mgmt For For Elect Director N. Thomas Linebarger 1.7

Mgmt For For Elect Director Brian R. Niccol 1.8

Mgmt For For Elect Director Maryrose T. Sylvester 1.9

Mgmt For For Elect Director Jochen Zeitz 1.10

Page 1,063 of 2,968



Harley-Davidson, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


2


Mgmt Against For Amend Non-Employee Director Omnibus Stock Plan

3

Voter Rationale: Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Further, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job.



Harmonic Drive Systems Inc. Meeting Date: 06/21/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Ito, Mitsumasa 2.1

Mgmt For For Elect Director Nagai, Akira 2.2

Mgmt Against For Elect Director Yasue, Hideo 2.3


Mgmt Against For Elect Director Maruyama, Akira 2.4


Page 1,064 of 2,968



Harmonic Drive Systems Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Ito, Yoshinori 2.5


Mgmt Against For Elect Director Ito, Yoshimasa 2.6


Mgmt For For Elect Director Yoshida, Haruhiko 2.7

Mgmt Against For Elect Director Sakai, Shinji 2.8


Mgmt Against For Elect Director Nakamura, Masanobu 2.9




Harmonic Inc. Meeting Date: 06/08/2018 Country: USA

Meeting Type: Annual Ticker: HLIT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Patrick J. Harshman Mgmt For For

Mgmt For For Elect Director Patrick Gallagher 1.2

Mgmt For For Elect Director David Krall 1.3

Mgmt Withhold For Elect Director E. Floyd Kvamme 1.4


Mgmt For For Elect Director Mitzi Reaugh 1.5

Mgmt For For Elect Director Susan G. Swenson 1.6

Mgmt For For Elect Director Nikos Theodosopoulos 1.7

Page 1,065 of 2,968



Harmonic Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


2



Mgmt Against For Amend Non-Employee Director Omnibus Stock Plan

4

Voter Rationale: This plan could lead to excessive dilution. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For For Ratify Armanino LLP as Auditors 5

Harsco Corporation Meeting Date: 04/24/2018 Country: USA

Meeting Type: Annual Ticker: HSC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director James F. Earl Mgmt For For

Mgmt Against For Elect Director Kathy G. Eddy 1.2


Mgmt For For Elect Director David C. Everitt 1.3

Mgmt For For Elect Director F. Nicholas Grasberger, III 1.4

Mgmt For For Elect Director Elaine La Roche 1.5

Mgmt For For Elect Director Mario Longhi 1.6

Mgmt For For Elect Director Edgar (Ed) M. Purvis, Jr. 1.7

Mgmt For For Elect Director Phillip C. Widman 1.8



Page 1,066 of 2,968



Harsco Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, the remuneration committee should not allow vesting of incentive awards for below median performance. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.

Harvard Bioscience, Inc. Meeting Date: 05/17/2018 Country: USA

Meeting Type: Annual Ticker: HBIO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Director Jeffrey A. Duchemin Mgmt For For




Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, this plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Futhermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


4

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Page 1,067 of 2,968



Hasbro, Inc. Meeting Date: 05/17/2018 Country: USA

Meeting Type: Annual Ticker: HAS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Kenneth A. Bronfin Mgmt For For

Mgmt For For Elect Director Michael R. Burns 1.2


Mgmt For For Elect Director Hope F. Cochran 1.3

Mgmt For For Elect Director Crispin H. Davis 1.4


Mgmt For For Elect Director Lisa Gersh 1.5

Mgmt For For Elect Director Brian D. Goldner 1.6


Mgmt For For Elect Director Alan G. Hassenfeld 1.7

Mgmt For For Elect Director Tracy A. Leinbach 1.8


Mgmt Against For Elect Director Edward M. Philip 1.9

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director Richard S. Stoddart 1.10

Mgmt For For Elect Director Mary Beth West 1.11


Mgmt For For Elect Director Linda K. Zecher 1.12


2

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.



Page 1,068 of 2,968



Hasbro, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

SH For Against Clawback of Incentive Payments 4

Voter Rationale: Substantial restatements should trigger a reassessment and reclamation of performance-based compensation where this has been calculated on inaccurate figures. Also, the board should have the ability to "claw back" from executives that benefited from improper accounting, even if they were not directly responsible due to fraudulent activity or willful misconduct. The board should introduce options to recoup following major regulatory and other significant failings by senior management.

Haseko Corp. Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Shimada, Morio 2.1

Mgmt For For Elect Director Tani, Junichi 2.2

Mgmt For For Elect Director Tani, Nobuhiro 2.3

Mgmt For For Elect Director Takahashi, Osamu 2.4

Mgmt For For Elect Director Ichimura, Kazuhiko 2.5

Mgmt For For Elect Director Nagasaki, Mami 2.6

Mgmt For For Appoint Statutory Auditor Fukui, Yoshitaka 3.1

Mgmt For For Appoint Statutory Auditor Isoda, Mitsuo 3.2

Haverty Furniture Companies, Inc. Meeting Date: 05/07/2018 Country: USA

Meeting Type: Annual Ticker: HVT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director L. Allison Dukes Mgmt For For

Page 1,069 of 2,968



Haverty Furniture Companies, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Fred L. Schuermann 1.2



Hawaiian Holdings, Inc. Meeting Date: 05/23/2018 Country: USA

Meeting Type: Annual Ticker: HA


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Donald J. Carty Mgmt For For

Mgmt For For Elect Director Abhinav Dhar 1.2

Mgmt For For Elect Director Earl E. Fry 1.3

Mgmt Withhold For Elect Director Lawrence S. Hershfield 1.4

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. Former employees or company founders are not sufficiently independent to serve on key board committees. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Peter R. Ingram 1.5

Mgmt Withhold For Elect Director Randall L. Jenson 1.6

Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Crystal K. Rose 1.7

Mgmt For For Elect Director Richard N. Zwern 1.8



3

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.

Page 1,070 of 2,968



Hazama Ando Corp. Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Elect Director Fukutomi, Masato 2.1

Mgmt Against For Elect Director Kojima, Hidekazu 2.2

Mgmt Against For Elect Director Kaneko, Haruyuki 2.3

Mgmt Against For Elect Director Ono, Toshio 2.4

Voter Rationale: The nominee should be held responsible for convictions of former employees of the company for a fraud linked to the Fukushima radiation decontamination project.

Mgmt Against For Elect Director Nomura, Toshiaki 2.5

Mgmt Against For Elect Director Ikegami, Toru 2.6

Mgmt Against For Elect Director Matsumoto, Hideo 2.7

Mgmt Against For Elect Director Miyamori, Shinya 2.8

Mgmt For For Elect Director Fujita, Masami 2.9

Mgmt For For Elect Director Kitagawa, Mariko 2.10

Mgmt For For Elect Director Kuwayama, Mieko 2.11

Mgmt For For Appoint Statutory Auditor Chonan, Norio 3

Mgmt For For Appoint Alternate Statutory Auditor Hiramatsu, Takemi

4

HCA Healthcare, Inc. Meeting Date: 04/26/2018 Country: USA

Meeting Type: Annual Ticker: HCA

Primary ISIN: US40412C1018 Primary SEDOL: B4MGBG6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director R. Milton Johnson Mgmt For For


Page 1,071 of 2,968



HCA Healthcare, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Robert J. Dennis 1b


Mgmt For For Elect Director Nancy-Ann DeParle 1c

Mgmt For For Elect Director Thomas F. Frist, III 1d

Mgmt For For Elect Director William R. Frist 1e

Mgmt For For Elect Director Charles O. Holliday, Jr. 1f

Mgmt For For Elect Director Ann H. Lamont 1g

Mgmt For For Elect Director Geoffrey G. Meyers 1h

Mgmt For For Elect Director Michael W. Michelson 1i

Mgmt For For Elect Director Wayne J. Riley 1j

Mgmt For For Elect Director John W. Rowe 1k




3



HCI GROUP, INC. Meeting Date: 05/24/2018 Country: USA

Meeting Type: Annual Ticker: HCI

Primary ISIN: US40416E1038 Primary SEDOL: BBN23F5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director James Macchiarola Mgmt For Withhold

Page 1,072 of 2,968



HCI GROUP, INC. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Specifically, the CEO's salary is relatively high and he received sizeable long-term incentive awards that were entirely time-vesting. Moreover, the company appears to benchmark his pay above the 75th percentile of peers despite sustained financial underperformance. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt Withhold For Elect Director Harish M. Patel 1.2

Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Specifically, the CEO's salary is relatively high and he received sizeable long-term incentive awards that were entirely time-vesting. Moreover, the company appears to benchmark his pay above the 75th percentile of peers despite sustained financial underperformance. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Ratify Dixon Hughes Goodman, LLP as Auditors 2

HCP, Inc. Meeting Date: 04/26/2018 Country: USA

Meeting Type: Annual Ticker: HCP

Primary ISIN: US40414L1098 Primary SEDOL: 2417578

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Brian G. Cartwright Mgmt For For

Mgmt For For Elect Director Christine N. Garvey 1b

Mgmt Against For Elect Director David B. Henry 1c

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director Thomas M. Herzog 1d

Page 1,073 of 2,968



HCP, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Peter L. Rhein 1e

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Director Joseph P. Sullivan 1f

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors.



3

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.

HD Supply Holdings, Inc. Meeting Date: 05/17/2018 Country: USA

Meeting Type: Annual Ticker: HDS

Primary ISIN: US40416M1053 Primary SEDOL: BBL5981

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Declassify the Board of Directors Mgmt For For


Mgmt Elect Director Betsy S. Atkins - Withdrawn Resolution

2.1

Mgmt For For Elect Director Scott D. Ostfeld 2.2

Mgmt For For Elect Director James A. Rubright 2.3

Mgmt For For Elect Director Lauren Taylor Wolfe 2.4


Page 1,074 of 2,968



HDFC Bank Limited Meeting Date: 06/29/2018 Country: India

Meeting Type: Annual Ticker: HDFCBANK

Primary ISIN: INE040A01026 Primary SEDOL: B5Q3JZ5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Approve Dividend 2

Mgmt For For Reelect Keki Mistry as Director 3

Mgmt For For Approve S. R. Batliboi & Co., LLP, Chartered Accountants as Auditors and Authorize Board to Fix Their Remuneration

4

Mgmt For For Approve Related Party Transactions with Housing Development Finance Corporation Limited

5

Mgmt For For Approve Related Party Transactions with HDB Financial Services Limited

6

Mgmt For For Approve Issuance of Bonds/Non-Convertible Debentures on Private Placement Basis

7

Health Insurance Innovations, Inc. Meeting Date: 05/15/2018 Country: USA

Meeting Type: Annual Ticker: HIIQ

Primary ISIN: US42225K1060 Primary SEDOL: B7YHN62

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Paul E. Avery Mgmt For Withhold

Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. The CEO's excessive 2017 pay package is driven by sizeable bonus payments and outsized equity grants intended to cover two years of awards. Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Page 1,075 of 2,968



Health Insurance Innovations, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Anthony J. Barkett 1.2


Mgmt Withhold For Elect Director Paul G. Gabos 1.3


Mgmt For For Elect Director Michael W. Kosloske 1.4

Mgmt For For Elect Director Gavin D. Southwell 1.5

Mgmt For For Elect Director Robert S. Murley 1.6

Mgmt For For Elect Director John A. Fichthorn 1.7


Healthcare Services Group, Inc. Meeting Date: 05/29/2018 Country: USA

Meeting Type: Annual Ticker: HCSG


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Theodore Wahl Mgmt For For

Mgmt Withhold For Elect Director John M. Briggs 1.2

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, this director is not sufficiently independent to serve as the independent lead director.

Mgmt Withhold For Elect Director Robert L. Frome 1.3


Page 1,076 of 2,968



Healthcare Services Group, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Robert J. Moss 1.4


Mgmt For For Elect Director Dino D. Ottaviano 1.5

Mgmt For For Elect Director Michael E. McBryan 1.6

Mgmt For For Elect Director Diane S. Casey 1.7


Mgmt For For Elect Director John J. McFadden 1.8


Mgmt For For Elect Director Jude Visconto 1.9

Mgmt For For Elect Director Daniela Castagnino 1.10




3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

HealthEquity, Inc. Meeting Date: 06/21/2018 Country: USA

Meeting Type: Annual Ticker: HQY

Primary ISIN: US42226A1079 Primary SEDOL: BP8XZL1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Robert W. Selander Mgmt For For

Mgmt For For Elect Director Jon Kessler 1.2

Page 1,077 of 2,968



HealthEquity, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Stephen D. Neeleman 1.3

Mgmt For For Elect Director Frank A. Corvino 1.4

Mgmt For For Elect Director Adrian T. Dillon 1.5

Mgmt For For Elect Director Evelyn Dilsaver 1.6

Mgmt For For Elect Director Debra McCowan 1.7

Mgmt For For Elect Director Frank T. Medici 1.8

Mgmt Withhold For Elect Director Ian Sacks 1.9


Mgmt For For Elect Director Gayle Wellborn 1.10



3

Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Adopt Majority Voting for Uncontested Election of Directors

4

Voter Rationale: The company's decision to introduce majority voting to elect directors is a good improvement. However, boards should adopt a truly binding standard so that shareholders make the ultimate decision about who will represent their interests.

Mgmt For For Eliminate Supermajority Vote Requirement 5

Voter Rationale: Board efforts to reduce supermajority provisions are appreciated, as they create artificial barriers for shareholders. Majority voting should be sufficient to change policies.

Mgmt For For Provide Right to Call Special Meeting 6

HealthStream, Inc. Meeting Date: 05/24/2018 Country: USA

Meeting Type: Annual Ticker: HSTM

Primary ISIN: US42222N1037 Primary SEDOL: 2577870

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Robert A. Frist, Jr. Mgmt For For

Page 1,078 of 2,968



HealthStream, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Moreover, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt Withhold For Elect Director Frank Gordon 1.2

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director C. Martin Harris 1.3




3



Heartland Express, Inc. Meeting Date: 05/10/2018 Country: USA

Meeting Type: Annual Ticker: HTLD


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Michael J. Gerdin Mgmt For For


Page 1,079 of 2,968



Heartland Express, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Larry J. Gordon 1.2

Mgmt Withhold For Elect Director Benjamin J. Allen 1.3


Mgmt For For Elect Director Brenda S. Neville 1.4

Mgmt For For Elect Director James G. Pratt 1.5

Mgmt For For Elect Director Tahira K. Hira 1.6

Mgmt For For Elect Director Michael J. Sullivan 1.7



3


Heartland Financial USA, Inc. Meeting Date: 05/16/2018 Country: USA

Meeting Type: Annual Ticker: HTLF

Primary ISIN: US42234Q1022 Primary SEDOL: 2828147

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Lynn B. Fuller Mgmt For For

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Lastly, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders.

Mgmt For For Elect Director R. Michael McCoy 1b


Page 1,080 of 2,968



Heartland Financial USA, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Martin J. Schmitz 1c

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Approve Increase in Size of Board 2a

Mgmt For For Amend Director Qualifications 2b




4


Hearts United Group Co., Ltd. Meeting Date: 06/26/2018 Country: Japan


Primary ISIN: JP3765110006 Primary SEDOL: BDFLKD1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Change Company Name Mgmt For For

Mgmt For For Elect Director Tamatsuka, Genichi 2.1

Mgmt For For Elect Director Miyazawa, Eiichi 2.2

Mgmt Against For Elect Director Yanagiya, Takashi 2.3


Mgmt Against For Elect Director Tsukushi, Toshiya 2.4


Mgmt For For Elect Director Ishiwata, Gaku 2.5

Mgmt Against For Appoint Statutory Auditor Kazama, Keiya 3


Page 1,081 of 2,968



Hearts United Group Co., Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Appoint Alternate Statutory Auditor Okano, Yoko 4

Hecla Mining Company Meeting Date: 05/24/2018 Country: USA

Meeting Type: Annual Ticker: HL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director George R. Nethercutt, Jr. Mgmt For Against


Mgmt For For Elect Director Stephen F. Ralbovsky 1b

Mgmt For For Elect Director Catherine 'Cassie' J. Boggs 1c



3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For For Reduce Supermajority Vote Requirement 4

Voter Rationale: Board efforts to reduce supermajority provisions are appreciated, as they create artificial barriers for shareholders. Majority voting should be sufficient to change policies.

Mgmt For For Provide Right to Call Special Meeting 5

SH For None Declassify the Board of Directors 6

Voter Rationale: The annual election of directors provides greater accountability to shareholders and is a widely accepted best practice in corporate governance. Shareholders should have the opportunity to communicate with directors regarding their performance regularly.

HeidelbergCement AG Meeting Date: 05/09/2018 Country: Germany

Meeting Type: Annual Ticker: HEI


Page 1,082 of 2,968



HeidelbergCement AG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2

Mgmt For For Approve Discharge of Management Board Member Bernd Scheifele for Fiscal 2017

3.1

Mgmt For For Approve Discharge of Management Board Member Dominik von Achten for Fiscal 2017

3.2

Mgmt For For Approve Discharge of Management Board Member Kevin Gluskie for Fiscal 2017

3.3

Mgmt For For Approve Discharge of Management Board Member Hakan Gurdal for Fiscal 2017

3.4

Mgmt For For Approve Discharge of Management Board Member Jon Morrish for Fiscal 2017

3.5

Mgmt For For Approve Discharge of Management Board Member Lorenz Naeger for Fiscal 2017

3.6

Mgmt For For Approve Discharge of Management Board Member Albert Scheuer for Fiscal 2017

3.7

Mgmt For For Approve Discharge of Supervisory Board Member Fritz-Juergen Heckmann for Fiscal 2017

4.1


Mgmt For For Approve Discharge of Supervisory Board Member Heinz Schmitt for Fiscal 2017

4.2


Mgmt For For Approve Discharge of Supervisory Board Member Josef Heumann for Fiscal 2017

4.3


Mgmt For For Approve Discharge of Supervisory Board Member Gabriele Kailing for Fiscal 2017

4.4


Mgmt For For Approve Discharge of Supervisory Board Member Ludwig Merckle for Fiscal 2017

4.5


Mgmt For For Approve Discharge of Supervisory Board Member Tobias Merckle for Fiscal 2017

4.6


Page 1,083 of 2,968



HeidelbergCement AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Discharge of Supervisory Board Member Alan Murray for Fiscal 2017

4.7


Mgmt For For Approve Discharge of Supervisory Board Member Juergen Schneider for Fiscal 2017

4.8


Mgmt For For Approve Discharge of Supervisory Board Member Werner Schraeder for Fiscal 2017

4.9


Mgmt For For Approve Discharge of Supervisory Board member Frank-Dirk Steininger for Fiscal 2017

4.10


Mgmt For For Approve Discharge of Supervisory Board Member Margret Suckale for Fiscal 2017

4.11


Mgmt For For Approve Discharge of Supervisory Board Member Stephan Wehning for Fiscal 2017

4.12


Mgmt For For Approve Discharge of Supervisory Board Member Marion Weissenberger-Eibl for Fiscal 2017

4.13


Mgmt For For Ratify Ernst & Young GmbH as Auditors for Fiscal 2018

5


Mgmt For For Elect Margret Suckale to the Supervisory Board 6

Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 4 Billion; Approve Creation of EUR 118.8 Million Pool of Capital to Guarantee Conversion Rights

7

Page 1,084 of 2,968



Heidrick & Struggles International, Inc. Meeting Date: 05/24/2018 Country: USA

Meeting Type: Annual Ticker: HSII


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Elizabeth L. Axelrod Mgmt For For

Mgmt For For Elect Director Clare M. Chapman 1.2

Mgmt For For Elect Director Gary E. Knell 1.3

Mgmt For For Elect Director Lyle Logan 1.4

Mgmt For For Elect Director Willem Mesdag 1.5

Mgmt For For Elect Director Krishnan Rajagopalan 1.6

Mgmt For For Elect Director Adam Warby 1.7

Mgmt Withhold For Elect Director Tracy R. Wolstencroft 1.8

Voter Rationale: Retiring CEOs should not assume the role of the Chairman as it may impact a proper balance of authority and responsibility between executive management and the board.



3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


Voter Rationale: This plan could lead to excessive dilution.In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Page 1,085 of 2,968



Heineken NV Meeting Date: 04/19/2018 Country: Netherlands

Meeting Type: Annual Ticker: HEIA

Primary ISIN: NL0000009165 Primary SEDOL: 7792559

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Annual Meeting Agenda Mgmt

Mgmt Receive Report of Management Board (Non-Voting)

1.a

Mgmt Discuss Remuneration Report Containing Remuneration Policy for Management Board Members

1.b

Mgmt For For Adopt Financial Statements 1.c

Mgmt Receive Explanation on Dividend Policy 1.d

Mgmt For For Approve Dividends of EUR 1.47 per Share 1.e

Mgmt For For Approve Discharge of Management Board 1.f

Mgmt For For Approve Discharge of Supervisory Board 1.g


2.a

Mgmt For For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital

2.b

Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances under Item 2b

2.c

Mgmt Discussion on Company's Corporate Governance Structure

3

Mgmt For For Amend Articles 4, 9, 10, 12, 13 and 16 of the Articles of Association

4

Mgmt Against For Reelect Jose Antonio Fernandez Carbajal to Supervisory Board

5.a

Voter Rationale: The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Reelect Javier Gerardo Astaburuaga Sanjines to Supervisory Board

5.b

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Reelect Jean-Marc Huet to Supervisory Board 5.c

Mgmt For For Elect Marion Helmes to Supervisory Board 5.d

Page 1,086 of 2,968



Heiwa Corp. Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Elect Director Minei, Katsuya 2.1


Mgmt Against For Elect Director Moromizato, Toshinobu 2.2


Mgmt Against For Elect Director Ota, Yutaka 2.3


Mgmt Against For Elect Director Miyara, Mikio 2.4


Mgmt Against For Elect Director Yoshino, Toshio 2.5


Mgmt Against For Elect Director Nakada, Katsumasa 2.6


Mgmt Against For Elect Director Sagehashi, Takashi 2.7


Page 1,087 of 2,968



Heiwa Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Katsumata, Nobuki 2.8


Mgmt Against For Elect Director Arai, Hisao 2.9


Mgmt Against For Elect Director Kaneshi, Tamiki 2.10


Mgmt For For Elect Director Yamaguchi, Kota 2.11

Mgmt For For Appoint Statutory Auditor Ikemoto, Yasuaki 3.1

Mgmt For For Appoint Statutory Auditor Endo, Akinori 3.2

Heiwa Real Estate Co. Ltd. Meeting Date: 06/26/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Aizawa, Motoya 2.1

Mgmt For For Elect Director Saida, Kunitaro 2.2

Mgmt For For Elect Director Ota, Junji 2.3

Mgmt For For Appoint Statutory Auditor Tsubaki, Chikami 3.1

Mgmt For For Appoint Statutory Auditor Sekine, Jun 3.2



5

Page 1,088 of 2,968



Heiwa Real Estate Co. Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: Where poison pills are adopted, they should be approved by shareholders prior to deployment at least every three years, include independent oversight, and be of a limited duration. The best defence against a take-over is strong management.

Heiwado Co. Ltd. Meeting Date: 05/17/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Natsuhara, Hirakazu 2.1

Mgmt For For Elect Director Hiramatsu, Masashi 2.2

Mgmt Against For Elect Director Natsuhara, Kohei 2.3


Mgmt Against For Elect Director Natsuhara, Yohei 2.4


Mgmt Against For Elect Director Tabuchi, Hisashi 2.5


Mgmt Against For Elect Director Fukushima, Shigeru 2.6


Mgmt Against For Elect Director Tanaka, Hitoshi 2.7


Mgmt Against For Elect Director and Audit Committee Member Jikumaru, Kinya

3.1


Mgmt For For Elect Director and Audit Committee Member Kinoshita, Takashi

3.2

Page 1,089 of 2,968



Heiwado Co. Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director and Audit Committee Member Takenaka, Akitoshi

3.3


Mgmt For For Elect Director and Audit Committee Member Yamakawa, Susumu

3.4

Helix Energy Solutions Group, Inc. Meeting Date: 05/10/2018 Country: USA

Meeting Type: Annual Ticker: HLX


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Owen Kratz Mgmt For For

Mgmt For For Elect Director James A. Watt 1.2



3

Hellenic Telecommunication Organization (OTE) SA Meeting Date: 06/12/2018 Country: Greece

Meeting Type: Annual Ticker: HTO

Primary ISIN: GRS260333000 Primary SEDOL: 5051605

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Annual Meeting Agenda Mgmt


1


Mgmt For For Approve Discharge of Board and Auditors 2

Mgmt For For Ratify Auditors 3

Page 1,090 of 2,968



Hellenic Telecommunication Organization (OTE) SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

SH Against None Approve Director Remuneration 4

Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.

Mgmt For For Approve Director Liability Contracts 5

Mgmt For For Amend Corporate Purpose 6

SH For None Elect Alberto Horcajo as Director 7.1

SH Do Not Vote None Elect Michael Tsamaz as Director 7.2

Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

SH Abstain None Elect Charalampos Mazarakis as Director 7.3


SH Abstain None Elect Srini Gopalan as Director 7.4


SH Abstain None Elect Robert Hauber as Director 7.5


SH Abstain None Elect Michael Wilkens as Director 7.6


SH Abstain None Elect Kyra Orth as Director 7.7


SH Abstain None Elect Panagiotis Tabourlos as Director 7.8


SH Abstain None Elect Andreas Psathas as Director 7.9


SH Abstain None Elect Ioannis Floros as Director 7.10


SH Abstain None Elect Panagiotis Skevofylax as Director 7.11


Mgmt For For Authorize Board or Directors to Participate in Companies with Similar Business Interests

8

Page 1,091 of 2,968



Helvetia Holding AG Meeting Date: 04/20/2018 Country: Switzerland

Meeting Type: Annual Ticker: HELN

Primary ISIN: CH0012271687 Primary SEDOL: 7189292

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


2

Mgmt For For Approve Allocation of Income and Dividends of CHF 23.00 per Share

3

Mgmt Against For Elect Doris Schurter as Director and Board Chairman

4.1

Voter Rationale: Votes AGAINST the non-independent nominees, Doris Russi Schurter, Hans-Juerg Bernet, Jean-Rene Fournier, Hans Kuenzle, Christoph Lechner and Thomas Schmueckli, are warranted because the majority of the board members would be non-independent.

Mgmt Against For Reelect Hans-Juerg Bernet as Director 4.2.a


Mgmt For For Elect Beat Fellmann as Director 4.2.b

Mgmt Against For Reelect Jean-Rene Fournier as Director 4.2.c


Mgmt For For Reelect Ivo Furrer as Director 4.2.d

Mgmt Against For Reelect Hans Kuenzle as Director 4.2.e


Mgmt Against For Reelect Christoph Lechner as Director 4.2.f


Mgmt For For Reelect Gabriela Payer as Director 4.2.g

Mgmt Against For Elect Thomas Schmueckli as Director 4.2.h


Mgmt For For Reelect Andreas von Planta as Director 4.2.i

Mgmt For For Elect Ragula Wallimann as Director 4.2.j

Page 1,092 of 2,968



Helvetia Holding AG Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Reappoint Hans-Juerg Bernet as Member of the Compensation Committee

4.3.a

Voter Rationale: Votes AGAINST the non-independent nominees to the compensation committee, Hans-Juerg Bernet and Christoph Lechner, are also warranted.

Mgmt Against For Reappoint Christoph Lechner as Member of the Compensation Committee

4.3.b

Voter Rationale: Votes AGAINST the non-independent nominees to the compensation committee, Hans-Juerg Bernet and Christoph Lechner, are also warranted.

Mgmt For For Reappoint Gabriela Payer as Member of the Compensation Committee

4.3.c

Mgmt For For Reappoint Andreas von Planta as Member of the Compensation Committee

4.3.d

Mgmt For For Approve Fixed Remuneration of Directors in the Amount of CHF 3.1 Million

5.1

Mgmt For For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 8.2 Million

5.2

Mgmt For For Approve Total Amount of Retroactive Fixed Remuneration of Directors in the Amount of CHF 700,000 for Fiscal 2017

5.3

Mgmt For For Approve Variable Remuneration of Executive Committee in the Amount of CHF 5.5 Million for Fiscal 2017

5.4

Mgmt For For Designate Schmuki Bachmann as Independent Proxy

6

Mgmt For For Ratify KPMG AG as Auditors 7



Hemfosa Fastigheter AB Meeting Date: 04/18/2018 Country: Sweden

Meeting Type: Annual Ticker: HEMF

Primary ISIN: SE0007126115 Primary SEDOL: BXRTNW3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt

Mgmt For For Elect Chairman of Meeting 2

Page 1,093 of 2,968



Hemfosa Fastigheter AB Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Prepare and Approve List of Shareholders 3

Mgmt For For Designate Inspector(s) of Minutes of Meeting 4

Mgmt For For Acknowledge Proper Convening of Meeting 5

Mgmt For For Approve Agenda of Meeting 6

Mgmt Receive Financial Statements and Statutory Reports

7

Mgmt Receive Board's Report 8

Mgmt Receive President's Report 9


10a

Mgmt For For Approve Allocation of Income and Dividends of Dividends of SEK 4.80 Per Ordinary Share and SEK 10 Per Preference Share

10b

Mgmt For For Approve Discharge of Board and President 10c

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 475,000 for Chairman and SEK 210,000 for Other Members; Approve Remuneration for Committee Work; Approve Remuneration of Auditors

11

Mgmt For For Reelect Bengt Kjell (Chairman), Jens Engwall, Gunilla Hogbom, Anneli Lindblom, Per-Ingemar Persson, Caroline Sundewall and Ulrika Valassi as Directors; Ratify KPMG as Auditors

12

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.

Mgmt For For Approve Issuance of Ordinary Shares without Preemptive Rights

13

Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares

14

Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management

15


Mgmt Close Meeting 16

Hemisphere Media Group, Inc. Meeting Date: 05/22/2018 Country: USA

Meeting Type: Annual Ticker: HMTV

Primary ISIN: US42365Q1031 Primary SEDOL: B8L2798

Page 1,094 of 2,968



Hemisphere Media Group, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director James M. McNamara Mgmt For For

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

Mgmt For For Elect Director Eric C. Neuman 1.2


Mgmt For For Elect Director John Engelman 1.3


Mgmt For For Elect Director Andrew S. Frey 1.4




3

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Henderson Land Development Co. Ltd. Meeting Date: 06/01/2018 Country: Hong Kong



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Page 1,095 of 2,968



Henderson Land Development Co. Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Lee Shau Kee as Director 3.1

Mgmt For For Elect Lam Ko Yin, Colin as Director 3.2

Mgmt For For Elect Yip Ying Chee, John as Director 3.3

Mgmt For For Elect Woo Ka Biu, Jackson as Director 3.4

Mgmt Against For Elect Leung Hay Man as Director 3.5

Mgmt For For Elect Poon Chung Kwong as Director 3.6


4

Mgmt For For Approve Issuance of Bonus Shares 5A

Mgmt For For Authorize Repurchase of Issued Share Capital 5B


5C

Mgmt Against For Authorize Reissuance of Repurchased Shares 5D

Henry Schein, Inc. Meeting Date: 05/31/2018 Country: USA

Meeting Type: Annual Ticker: HSIC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Barry J. Alperin Mgmt For For

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. However, in light of the refreshment that we have seen this year, we will continue to support at this time. The Company is encouraged to review this position before the next AGM.

Mgmt For For Elect Director Gerald A. Benjamin 1b

Mgmt For For Elect Director Stanley M. Bergman 1c

Mgmt For For Elect Director James P. Breslawski 1d

Mgmt For For Elect Director Paul Brons 1e

Mgmt For For Elect Director Shira Goodman 1f

Mgmt For For Elect Director Joseph L. Herring 1g

Mgmt For For Elect Director Kurt P. Kuehn 1h

Page 1,096 of 2,968



Henry Schein, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Philip A. Laskawy 1i

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, this director is not sufficiently independent to serve as the independent lead director. However, in light of the refreshment that we have seen this year, we will continue to support at this time. The Company is encouraged to review this position before the next AGM.

Mgmt For For Elect Director Anne H. Margulies 1j

Mgmt For For Elect Director Mark E. Mlotek 1k

Mgmt For For Elect Director Steven Paladino 1l

Mgmt For For Elect Director Carol Raphael 1m

Mgmt For For Elect Director E. Dianne Rekow 1n

Mgmt For For Elect Director Bradley T. Sheares 1o

Mgmt For For Increase Authorized Common Stock 2

Mgmt Against For Adopt the Jurisdiction of Incorporation as the Exclusive Forum for Certain Disputes

3

Voter Rationale: Measures that restrict investors' access to courts are not preferred practice and should be avoided.

Mgmt For For Amend Certificate of Incorporation 4


5

Voter Rationale: Severance payments should not exceed two year s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. The Company is encouraged to disclose the EPS targets attached to its performance based equity going forward.



HERA SPA Meeting Date: 04/26/2018 Country: Italy

Meeting Type: Annual Ticker: HER

Primary ISIN: IT0001250932 Primary SEDOL: 7598003

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Page 1,097 of 2,968



HERA SPA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Financial Statements, Statutory Reports, and Allocation of Income

1


Mgmt Against For Approve Remuneration Policy 2

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares

3

Mgmt For For Elect Director 4

Mgmt Against None Deliberations on Possible Legal Action Against Directors if Presented by Shareholders

A

Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

Herc Holdings Inc. Meeting Date: 05/17/2018 Country: USA

Meeting Type: Annual Ticker: HRI

Primary ISIN: US42704L1044 Primary SEDOL: BZBZ020

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Herbert L. Henkel Mgmt For For

Mgmt For For Elect Director Lawrence H. Silber 1b

Mgmt For For Elect Director James H. Browning 1c

Mgmt For For Elect Director Patrick D. Campbell 1d

Mgmt Against For Elect Director Nicholas Graziano 1e


Mgmt For For Elect Director Jean K. Holley 1f

Mgmt For For Elect Director Jacob M. Katz 1g

Mgmt For For Elect Director Michael A. Kelly 1h

Page 1,098 of 2,968



Herc Holdings Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Courtney Mather 1i


Mgmt Against For Elect Director Louis J. Pastor 1j


Mgmt For For Elect Director Mary Pat Salomone 1k


2

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Moreover, this plan could lead to excessive dilution. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Lastly, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.



Heritage Commerce Corp Meeting Date: 05/24/2018 Country: USA

Meeting Type: Annual Ticker: HTBK


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Julianne M. Biagini-Komas Mgmt For For

Page 1,099 of 2,968



Heritage Commerce Corp Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Frank G. Bisceglia 1.2

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Withhold For Elect Director Jack W. Conner 1.3


Mgmt For For Elect Director J. Philip DiNapoli 1.4

Mgmt For For Elect Director Steven L. Hallgrimson 1.5

Mgmt For For Elect Director Walter T. Kaczmarek 1.6

Mgmt Withhold For Elect Director Robert T. Moles 1.7

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Laura Roden 1.8

Mgmt Withhold For Elect Director Ranson W. Webster 1.9

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.


2


Mgmt One Year Three Years Advisory Vote on Say on Pay Frequency 3


Heritage Financial Corporation Meeting Date: 05/02/2018 Country: USA

Meeting Type: Annual Ticker: HFWA

Primary ISIN: US42722X1063 Primary SEDOL: 2619880

Page 1,100 of 2,968



Heritage Financial Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Brian S. Charneski Mgmt For Against

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director John A. Clees 1.2

Mgmt For For Elect Director Kimberly T. Ellwanger 1.3

Mgmt For For Elect Director Stephen A. Dennis 1.4

Mgmt For For Elect Director Deborah J. Gavin 1.5

Mgmt Against For Elect Director Jeffrey S. Lyon 1.6

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Gragg E. Miller 1.7

Mgmt For For Elect Director Anthony B. Pickering 1.8

Mgmt For For Elect Director Brian L. Vance 1.9

Mgmt For For Elect Director Ann Watson 1.10


2



Heritage Insurance Holdings, Inc. Meeting Date: 06/22/2018 Country: USA

Meeting Type: Annual Ticker: HRTG

Primary ISIN: US42727J1025 Primary SEDOL: BMN9870

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Bruce Lucas Mgmt For For


Page 1,101 of 2,968



Heritage Insurance Holdings, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Richard Widdicombe 1.2

Mgmt For For Elect Director Panagiotis (Pete) Apostolou 1.3

Mgmt Withhold For Elect Director Irini Barlas 1.4

Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Specifically, there are concerns regarding outsized base salaries of NEOS, high total CEO pay, and problematic annual incentive program with non-rigorous goals and lacking disclosure on payout determination.

Mgmt For For Elect Director Trifon Houvardas 1.5

Mgmt For For Elect Director Steven Martindale 1.6

Mgmt Withhold For Elect Director James Masiello 1.7


Mgmt Withhold For Elect Director Nicholas Pappas 1.8


Mgmt For For Elect Director Joseph Vattamattam 1.9

Mgmt For For Elect Director Vijay Walvekar 1.10


Heritage-Crystal Clean, Inc. Meeting Date: 05/01/2018 Country: USA

Meeting Type: Annual Ticker: HCCI

Primary ISIN: US42726M1062 Primary SEDOL: B2Q96P1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Fred Fehsenfeld, Jr. Mgmt For Withhold

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Page 1,102 of 2,968



Heritage-Crystal Clean, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Jim Schumacher 1.2




3

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, companies should not extend vesting periods or allow re-testing of performance targets because this weakens the effectiveness of incentive schemes.



Hermes International Meeting Date: 06/05/2018 Country: France

Meeting Type: Annual/Special Ticker: RMS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2

Mgmt For For Approve Discharge of General Managers 3

Mgmt For For Approve Allocation of Income and Ordinary Dividends of EUR 4.10 per Share and Extraordinary Dividends of EUR 5.00 per Share

4

Mgmt Against For Approve Auditors' Special Report on Related-Party Transactions

5

Voter Rationale: Shareholders should be given relevant and sufficient information to make an informed decision.

Page 1,103 of 2,968



Hermes International Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital

6

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.

Mgmt Against For Approve Compensation of Axel Dumas, General Manager

7


Mgmt Against For Approve Compensation of Emile Hermes SARL, General Manager

8


Mgmt Against For Reelect Matthieu Dumas as Supervisory Board Member

9


Mgmt Against For Reelect Blaise Guerrand as Supervisory Board Member

10


Mgmt Against For Reelect Olympia Guerrand as Supervisory Board Member

11


Mgmt Against For Reelect Robert Peugeot as Supervisory Board Member

12

Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. Moreover, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.



13


14

Hersha Hospitality Trust Meeting Date: 06/01/2018 Country: USA

Meeting Type: Annual Ticker: HT

Primary ISIN: US4278255009 Primary SEDOL: BYYTSK6

Page 1,104 of 2,968



Hersha Hospitality Trust

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Jay H. Shah Mgmt For For


Mgmt For For Elect Director Thomas J. Hutchison, III 1b


Mgmt Against For Elect Director Donald J. Landry 1c

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. Additionally, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director Michael A. Leven 1d

Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.


2



Hertz Global Holdings, Inc. Meeting Date: 05/22/2018 Country: USA

Meeting Type: Annual Ticker: HTZ

Primary ISIN: US42806J1060 Primary SEDOL: BZBYZY4

Page 1,105 of 2,968



Hertz Global Holdings, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director David Barnes Mgmt For For

Mgmt Against For Elect Director SungHwan Cho 1b


Mgmt For For Elect Director Vincent Intrieri 1c

Mgmt For For Elect Director Henry Keizer 1d

Mgmt For For Elect Director Kathryn Marinello 1e

Mgmt For For Elect Director Anindita Mukherjee 1f

Mgmt For For Elect Director Daniel Ninivaggi 1g




3

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Heska Corporation Meeting Date: 05/03/2018 Country: USA

Meeting Type: Annual Ticker: HSKA

Primary ISIN: US42805E3062 Primary SEDOL: B44C366

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Scott W. Humphrey Mgmt For For


Page 1,106 of 2,968



Heska Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Sharon J. Larson 1.2


Mgmt For For Elect Director Bonnie J. Trowbridge 1.3



Voter Rationale: This plan could lead to excessive dilution. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt Against For Increase Authorized Common Stock 3

Voter Rationale: A vote AGAINST this proposal is warranted as the amended and restated 1997 Stock Incentive Plan contemplated under Item 2 does not warrant shareholder support.

Mgmt For For Ratify EKS&H LLLP as Auditors 4


5


Mgmt Against For Adjourn Meeting 6

Voter Rationale: A vote AGAINST this proposal is warranted given that support for Items 2, 3, and 7 is not warranted.



Hess Corporation Meeting Date: 06/06/2018 Country: USA

Meeting Type: Annual Ticker: HES

Primary ISIN: US42809H1077 Primary SEDOL: 2023748

Page 1,107 of 2,968



Hess Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Rodney F. Chase Mgmt For For

Mgmt For For Elect Director Terrence J. Checki 1.2

Mgmt For For Elect Director Leonard S. Coleman, Jr. 1.3

Mgmt For For Elect Director John B. Hess 1.4

Mgmt For For Elect Director Edith E. Holiday 1.5

Mgmt Against For Elect Director Risa Lavizzo-Mourey 1.6


Mgmt For For Elect Director Marc S. Lipschultz 1.7

Mgmt For For Elect Director David McManus 1.8

Mgmt For For Elect Director Kevin O. Meyers 1.9

Mgmt For For Elect Director James H. Quigley 1.10

Mgmt For For Elect Director Fredric G. Reynolds 1.11

Mgmt For For Elect Director William G. Schrader 1.12


2

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance.



Hewlett Packard Enterprise Company Meeting Date: 04/04/2018 Country: USA

Meeting Type: Annual Ticker: HPE

Primary ISIN: US42824C1099 Primary SEDOL: BYVYWS0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Daniel Ammann Mgmt For For

Page 1,108 of 2,968



Hewlett Packard Enterprise Company Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Michael J. Angelakis 1b

Mgmt For For Elect Director Leslie A. Brun 1c

Mgmt For For Elect Director Pamela L. Carter 1d

Mgmt For For Elect Director Raymond J. Lane 1e

Mgmt For For Elect Director Ann M. Livermore 1f

Mgmt For For Elect Director Antonio F. Neri 1g

Mgmt For For Elect Director Raymond E. Ozzie 1h

Mgmt For For Elect Director Gary M. Reiner 1i

Mgmt For For Elect Director Patricia F. Russo 1j

Mgmt Against For Elect Director Lip-Bu Tan 1k


Mgmt For For Elect Director Margaret C. Whitman 1l

Mgmt For For Elect Director Mary Agnes Wilderotter 1m



3



Hexagon AB Meeting Date: 05/04/2018 Country: Sweden

Meeting Type: Annual Ticker: HEXA B

Primary ISIN: SE0000103699 Primary SEDOL: B1XFTL2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt

Mgmt For For Elect Chairman of Meeting 2

Mgmt For For Prepare and Approve List of Shareholders 3

Page 1,109 of 2,968



Hexagon AB Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Agenda of Meeting 4

Mgmt For For Designate Inspector(s) of Minutes of Meeting 5

Mgmt For For Acknowledge Proper Convening of Meeting 6

Mgmt Receive President's Report 7

Mgmt Receive Financial Statements and Statutory Reports

8a

Mgmt Receive Auditor's Report on Application of Guidelines for Remuneration for Executive Management

8b

Mgmt Receive the Board's Dividend Proposal 8c


9a


Mgmt For For Approve Allocation of Income and Dividends of EUR 0.53 Per Share

9b

Mgmt For For Approve Discharge of Board and President 9c

Mgmt For For Determine Number of Members (8) and Deputy Members (0) of Board

10

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.48 Million for Chairman, SEK 890,000 for Vice Chairman, and SEK 575,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of Auditors

11

Voter Rationale: Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Mgmt For For Reelect Ola Rollen, Gun Nilsson (Chair), Ulrika Francke, John Brandon, Henrik Henriksson, Hans Vestberg, Sofia Schorling Hogberg and Marta Schorling Andreen as Directors; Ratify Ernst & Young as Auditors

12

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.

Mgmt For For Reelect Mikael Ekdahl, Jan Andersson, Anders Oscarsson and Ossian Ekdahl as Members of Nominating Committee

13

Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management

14

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Page 1,110 of 2,968



Hexagon AB Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Close Meeting 15

HFF, Inc. Meeting Date: 05/24/2018 Country: USA

Meeting Type: Annual Ticker: HF

Primary ISIN: US40418F1084 Primary SEDOL: B1Q1RT1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Susan P. McGalla Mgmt For For


Mgmt For For Elect Director Lenore M. Sullivan 1.2


Mgmt For For Elect Director Morgan K. O'Brien 1.3



2

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Hibbett Sports, Inc. Meeting Date: 05/30/2018 Country: USA

Meeting Type: Annual Ticker: HIBB


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jane F. Aggers Mgmt For For

Page 1,111 of 2,968



Hibbett Sports, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Elect Director Terrance G. Finley 1.2


Mgmt For For Elect Director Jeffry O. Rosenthal 1.3




3


Hibiya Engineering Ltd. Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Nishimura, Yoshiharu 2.1

Mgmt For For Elect Director Toyoda, Shigeru 2.2

Mgmt For For Elect Director Kamachi, Tetsuya 2.3

Mgmt For For Elect Director Shimoda, Keisuke 2.4

Mgmt For For Elect Director Jitsukawa, Hiroshi 2.5

Mgmt For For Elect Director Yamauchi, Yuji 2.6

Mgmt For For Elect Director Kusumi, Kensho 2.7

Mgmt For For Elect Director Atsumi, Hiro 2.8

Mgmt For For Elect Director Hashimoto, Seiichi 2.9

Page 1,112 of 2,968



Hibiya Engineering Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Appoint Statutory Auditor Tadakoshi, Hirotaka 3


Hiday Hidaka Corp. Meeting Date: 05/25/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Kanda, Tadashi Mgmt For For

Mgmt For For Elect Director Takahashi, Hitoshi 1.2

Mgmt Against For Elect Director Arita, Akira 1.3


Mgmt Against For Elect Director Shima, Juichi 1.4


Mgmt Against For Elect Director Yoshida, Nobuyuki 1.5


Mgmt Against For Elect Director Kase, Hiroyuki 1.6


Mgmt Against For Elect Director Fuchigami, Tatsutoshi 1.7


Mgmt For For Elect Director Ishizaka, Noriko 1.8

Mgmt For For Elect Director Akachi, Fumio 1.9

Hikari Tsushin Inc Meeting Date: 06/22/2018 Country: Japan



Page 1,113 of 2,968



Hikari Tsushin Inc

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Shigeta, Yasumitsu Mgmt For For

Mgmt For For Elect Director Tamamura, Takeshi 1.2

Mgmt Against For Elect Director Wada, Hideaki 1.3


Mgmt Against For Elect Director Gido, Ko 1.4


Mgmt Against For Elect Director Owada, Seiya 1.5


Mgmt Against For Elect Director Takahashi, Masato 1.6


HILTON WORLDWIDE HOLDINGS INC. Meeting Date: 05/10/2018 Country: USA

Meeting Type: Annual Ticker: HLT

Primary ISIN: US43300A2033 Primary SEDOL: BYVMW06

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Christopher J. Nassetta Mgmt For For

Mgmt Against For Elect Director Jonathan D. Gray 1b

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director Charlene T. Begley 1c

Mgmt For For Elect Director Melanie L. Healey 1d

Mgmt For For Elect Director Raymond E. Mabus, Jr. 1e

Mgmt For For Elect Director Judith A. McHale 1f

Page 1,114 of 2,968



HILTON WORLDWIDE HOLDINGS INC. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director John G. Schreiber 1g

Mgmt For For Elect Director Elizabeth A. Smith 1h

Mgmt For For Elect Director Douglas M. Steenland 1i

Mgmt Elect Director Zhang Ling - Resigned Director 1j



3


Hindustan Unilever Limited. Meeting Date: 06/29/2018 Country: India


Primary ISIN: INE030A01027 Primary SEDOL: 6261674

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Confirm Interim Dividend and Declare Final Dividend

2

Mgmt For For Reelect Pradeep Banerjee as Director 3

Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.

Mgmt For For Reelect Dev Bajpai as Director 4

Mgmt For For Reelect Srinivas Phatak as Director 5

Mgmt For For Approve Reappointment and Remuneration of Sanjiv Mehta as Managing Director and Chief Executive Officer

6

Mgmt For For Approve Remuneration of Cost Auditors 7

Page 1,115 of 2,968



Hingham Institution for Savings Meeting Date: 04/26/2018 Country: USA

Meeting Type: Annual Ticker: HIFS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Michael J. Desmond Mgmt For For

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt Withhold For Elect Director Ronald D. Falcione 1.2


Mgmt Withhold For Elect Director Robert A. Lane 1.3


Mgmt Withhold For Elect Director Scott L. Moser 1.4

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

Mgmt For For Elect Director Kara Gaughen Smith 1.5


Mgmt Withhold For Elect Director Jacqueline M. Youngworth 1.6

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. In addition, this director is not sufficiently independent to serve as the independent lead director. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Lastly, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Company Clerk Jacqueline M. Youngworth 2

Page 1,116 of 2,968



Hingham Institution for Savings Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


3

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Hino Motors Ltd. Meeting Date: 06/26/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Ichihashi, Yasuhiko Mgmt For For

Mgmt For For Elect Director Shimo, Yoshio 1.2

Mgmt Against For Elect Director Mori, Satoru 1.3


Mgmt Against For Elect Director Muta, Hirofumi 1.4


Mgmt Against For Elect Director Endo, Shin 1.5


Mgmt Against For Elect Director Nakane, Taketo 1.6


Mgmt Against For Elect Director Sato, Shinichi 1.7


Mgmt Against For Elect Director Hagiwara, Toshitaka 1.8


Mgmt Against For Elect Director Yoshida, Motokazu 1.9


Page 1,117 of 2,968



Hino Motors Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Terashi, Shigeki 1.10


Mgmt For For Appoint Alternate Statutory Auditor Kitahara, Yoshiaki

2


Hiramatsu Inc. Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Jinnai, Takaya 2.1

Mgmt Against For Elect Director Hattori, Akito 2.2


Mgmt Against For Elect Director Nakatani, Kazunori 2.3


Mgmt Against For Elect Director Kumagai, Shintaro 2.4


Mgmt For For Elect Director Nagatsuyu, Hideo 2.5

Mgmt Against For Elect Director Nukaga, Kotaro 2.6


HIRATA CORP. Meeting Date: 06/26/2018 Country: Japan


Primary ISIN: JP3795300007 Primary SEDOL: B1GZ9S6

Page 1,118 of 2,968



HIRATA CORP.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Amend Articles to Remove Provisions on Takeover Defense

2

Mgmt Against For Elect Director Fujimoto, Yasuhiro 3


Mgmt For For Appoint Statutory Auditor Torisu, Noriaki 4.1

Mgmt Against For Appoint Statutory Auditor Endo, Yasuhiko 4.2


Hirose Electric Co. Ltd. Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Ishii, Kazunori 2.1

Mgmt Against For Elect Director Nakamura, Mitsuo 2.2


Mgmt Against For Elect Director Kondo, Makoto 2.3


Mgmt Against For Elect Director Iizuka, Kazuyuki 2.4


Mgmt Against For Elect Director Okano, Hiroaki 2.5


Page 1,119 of 2,968



Hirose Electric Co. Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Kiriya, Yukio 2.6


Mgmt Against For Elect Director Sang-Yeob Lee 2.7


Mgmt Against For Elect Director Hotta, Kensuke 2.8


Mgmt For For Elect Director Motonaga, Tetsuji 2.9

Mgmt For For Appoint Statutory Auditor Chiba, Yoshikazu 3.1

Mgmt For For Appoint Statutory Auditor Miura, Kentaro 3.2

Hiroshima Bank Ltd. Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Ikeda, Koji 2.1

Mgmt For For Elect Director Heya, Toshio 2.2

Mgmt Against For Elect Director Hirota, Toru 2.3


Mgmt Against For Elect Director Araki, Yuzo 2.4


Mgmt Against For Elect Director Kojiri, Yasushi 2.5


Mgmt Against For Elect Director Nakama, Katsuhiko 2.6


Page 1,120 of 2,968



Hiroshima Bank Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Maeda, Akira 2.7


Mgmt For For Elect Director Sumikawa, Masahiro 2.8

Mgmt For For Elect Director Maeda, Kaori 2.9

Mgmt For For Elect Director Miura, Satoshi 2.10

Hisaka Works Ltd. Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Maeda, Yuichi Mgmt For Against


Mgmt Against For Elect Director Takeshita, Yoshikazu 1.2


Mgmt Against For Elect Director Nakamura, Junichi 1.3


Mgmt Against For Elect Director Inoue, Tetsuya 1.4


Mgmt Against For Elect Director Funakoshi, Toshiyuki 1.5


Mgmt Against For Elect Director Ota, Koji 1.6


Mgmt Against For Elect Director Iizuka, Tadashi 1.7


Mgmt Against For Elect Director Adachi, Akihito 1.8


Page 1,121 of 2,968



Hisaka Works Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Kato, Sachie 1.9

Mgmt Against For Elect Director Shimomoto, Hikaru 1.10


Mgmt For For Appoint Alternate Statutory Auditor Fujihara, Hisaya

2

Hisamitsu Pharmaceutical Co. Inc. Meeting Date: 05/24/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Nakatomi, Hirotaka 2.1

Mgmt For For Elect Director Nakatomi, Kazuhide 2.2

Mgmt Against For Elect Director Sugiyama, Kosuke 2.3


Mgmt Against For Elect Director Akiyama, Tetsuo 2.4


Mgmt Against For Elect Director Higo, Naruhito 2.5


Mgmt Against For Elect Director Tsuruda, Toshiaki 2.6


Mgmt Against For Elect Director Takao, Shinichiro 2.7


Mgmt Against For Elect Director Saito, Kyu 2.8


Page 1,122 of 2,968



Hisamitsu Pharmaceutical Co. Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Tsutsumi, Nobuo 2.9


Mgmt Against For Elect Director Murayama, Shinichi 2.10


Mgmt Against For Elect Director Ichikawa, Isao 2.11


Mgmt For For Elect Director Furukawa, Teijiro 2.12

Hitachi Capital Corp. Meeting Date: 06/21/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Hiraiwa, Koichiro Mgmt For For

Mgmt For For Elect Director Sueyoshi, Wataru 1.2

Voter Rationale: The board should one-third board independence to ensure appropriate balance of independence and objectivity.

Mgmt For For Elect Director Nakamura, Takashi 1.3


Mgmt For For Elect Director Sasaki, Yuri 1.4

Mgmt For For Elect Director Omori, Shinichiro 1.5


Mgmt For For Elect Director Tsuda, Yoshitaka 1.6


Mgmt For For Elect Director Kobayashi, Makoto 1.7


Page 1,123 of 2,968



Hitachi Capital Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Nonoguchi, Tsuyoshi 1.8


Mgmt For For Elect Director Miura, Kazuya 1.9

Mgmt For For Elect Director Kawabe, Seiji 1.10

Mgmt For For Elect Director Kojima, Kiyoshi 1.11

Hitachi Chemical Co. Ltd. Meeting Date: 06/19/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Tanaka, Kazuyuki Mgmt For For

Mgmt For For Elect Director Oto, Takemoto 1.2

Mgmt For For Elect Director George Olcott 1.3

Mgmt For For Elect Director Sarumaru, Masayuki 1.4

Mgmt For For Elect Director Richard Dyck 1.5

Mgmt For For Elect Director Matsuda, Chieko 1.6

Mgmt For For Elect Director Kitamatsu, Yoshihito 1.7

Mgmt For For Elect Director Nomura, Yoshihiro 1.8

Mgmt For For Elect Director Maruyama, Hisashi 1.9

Mgmt For For Elect Director Tanaka, Koji 1.10

Hitachi Construction Machinery Co. Ltd. Meeting Date: 06/25/2018 Country: Japan



Page 1,124 of 2,968



Hitachi Construction Machinery Co. Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Okuhara, Kazushige Mgmt For For

Mgmt For For Elect Director Toyama, Haruyuki 1.2

Mgmt For For Elect Director Hirakawa, Junko 1.3

Mgmt For For Elect Director Ishizuka, Tatsuro 1.4


Mgmt For For Elect Director Katsurayama, Tetsuo 1.5


Mgmt For For Elect Director Sakurai, Toshikazu 1.6


Mgmt For For Elect Director Sumioka, Koji 1.7




Mgmt For For Elect Director Hirano, Kotaro 1.9


Mgmt For For Elect Director Fujii, Hirotoyo 1.10


Hitachi High-Technologies Corp. Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Kitayama, Ryuichi Mgmt For For

Mgmt For For Elect Director Miyazaki, Masahiro 1.2

Page 1,125 of 2,968



Hitachi High-Technologies Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Nakashima, Ryuichi 1.3

Mgmt For For Elect Director Hayakawa, Hideyo 1.4

Mgmt For For Elect Director Toda, Hiromichi 1.5

Mgmt For For Elect Director Nishimi, Yuji 1.6

Mgmt For For Elect Director Tamura, Mayumi 1.7

Hitachi Ltd. Meeting Date: 06/20/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Reverse Stock Split to Comply with Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split

Mgmt For For

Mgmt For For Elect Director Ihara, Katsumi 2.1

Mgmt For For Elect Director Cynthia Carroll 2.2

Mgmt For For Elect Director Joe Harlan 2.3

Mgmt For For Elect Director George Buckley 2.4

Mgmt For For Elect Director Louise Pentland 2.5

Mgmt For For Elect Director Mochizuki, Harufumi 2.6

Mgmt For For Elect Director Yamamoto, Takatoshi 2.7

Mgmt For For Elect Director Yoshihara, Hiroaki 2.8

Mgmt For For Elect Director Tanaka, Kazuyuki 2.9

Mgmt For For Elect Director Nakanishi, Hiroaki 2.10

Mgmt For For Elect Director Nakamura, Toyoaki 2.11

Mgmt For For Elect Director Higashihara, Toshiaki 2.12

Page 1,126 of 2,968



Hitachi Metals Ltd. Meeting Date: 06/19/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Nishino, Toshikazu Mgmt For For

Mgmt For For Elect Director Igarashi, Masaru 1.2


Mgmt For For Elect Director Oka, Toshiko 1.3

Mgmt For For Elect Director Shimada, Takashi 1.4

Mgmt For For Elect Director Sasaka, Katsuro 1.5


Mgmt For For Elect Director Nakamura, Toyoaki 1.6


Mgmt For For Elect Director Hasunuma, Toshitake 1.7


Mgmt For For Elect Director Hiraki, Akitoshi 1.8


Hitachi Transport Systems Ltd. Meeting Date: 06/19/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Izumoto, Sayoko Mgmt For For

Mgmt For For Elect Director Urano, Mitsudo 1.2


Mgmt For For Elect Director Fusayama, Tetsu 1.4

Page 1,127 of 2,968



Hitachi Transport Systems Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Magoshi, Emiko 1.5

Mgmt For For Elect Director Maruta, Hiroshi 1.6

Mgmt For For Elect Director Jinguji, Takashi 1.7

Mgmt For For Elect Director Nakatani, Yasuo 1.8

Hitachi Zosen Corp. Meeting Date: 06/26/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Elect Director Tanisho, Takashi 2.1


Mgmt Against For Elect Director Fujii, Hidenobu 2.2


Mgmt Against For Elect Director Mino, Sadao 2.3


Mgmt Against For Elect Director Shiraki, Toshiyuki 2.4


Mgmt Against For Elect Director Kamaya, Tatsuji 2.5


Mgmt Against For Elect Director Shibayama, Tadashi 2.6


Mgmt Against For Elect Director Yamamoto, Kazuhisa 2.7


Mgmt For For Elect Director Ito, Chiaki 2.8

Mgmt For For Elect Director Takamatsu, Kazuko 2.9

Page 1,128 of 2,968



Hitachi Zosen Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Richard R. Lury 2.10


Mgmt For For Appoint Statutory Auditor Morikata, Masayuki 3.1

Mgmt For For Appoint Statutory Auditor Takashima, Kenichi 3.2

HK Electric Investments Limited Meeting Date: 05/09/2018 Country: Hong Kong


Primary ISIN: HK0000179108 Primary SEDOL: BJ3WDZ1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt Against For Elect Li Tzar Kuoi, Victor as Director 2a


Mgmt For For Elect Chan Loi Shun as Director 2b


Mgmt For For Elect Jiang Xiaojun as Director 2c

Mgmt For For Elect Kwan Kai Cheong as Director 2d


Mgmt For For Elect Shan Shewu as Director 2e

Mgmt For For Elect Zhu Guangchao as Director 2f

Mgmt Against For Approve KPMG as Auditor of the Trust, the Trustee-Manager and the Company and Authorize Board of the Trustee-Manager and Company to Fix Their Remuneration

3

Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.

Page 1,129 of 2,968



HK Electric Investments Limited Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


4


HKT Trust and HKT Limited Meeting Date: 05/10/2018 Country: Hong Kong


Primary ISIN: HK0000093390 Primary SEDOL: B4TXDZ3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Approve Final Distribution by HKT Trust and Final Dividend by the Company

2

Mgmt For For Elect Li Tzar Kai, Richard as Director 3a

Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders. Moreover, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Lu Yimin as Director 3b

Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Moreover, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Sunil Varma as Director 3c

Mgmt For For Elect Frances Waikwun Wong as Director 3d

Mgmt For For Authorize Board and Trustee-Manager to Fix Remuneration of Directors

3e

Mgmt For For Approve PricewaterhouseCoopers as Auditors of the HKT Trust, the Company and the Trustee-Manager and Authorize Board and Trustee-Manager to Fix Their Remuneration

4


5


Page 1,130 of 2,968



HMS HOLDINGS CORP. Meeting Date: 05/23/2018 Country: USA

Meeting Type: Annual Ticker: HMSY

Primary ISIN: US40425J1016 Primary SEDOL: 2418043

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Robert Becker Mgmt For For


Mgmt For For Elect Director Craig R. Callen 1b


Mgmt For For Elect Director William C. Lucia 1c


Mgmt For For Elect Director Bart M. Schwartz 1d



2


Mgmt For For Declassify the Board of Directors 3



HNI Corporation Meeting Date: 05/08/2018 Country: USA

Meeting Type: Annual Ticker: HNI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Stan A. Askren Mgmt For For

Page 1,131 of 2,968



HNI Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Moreover, executive directors are expected to hold no more than one external directorships to ensure they have suff icient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Director Mary A. Bell 1b


Mgmt Against For Elect Director Ronald V. Waters, III 1c

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.



3

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

Hochiki Corp. Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Kanamori, Kenji 2.1

Mgmt For For Elect Director Yamagata, Akio 2.2

Mgmt Against For Elect Director Saito, Junichi 2.3


Page 1,132 of 2,968



Hochiki Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Hosoi, Hajime 2.4


Mgmt Against For Elect Director Matsumoto, Seiichi 2.5


Mgmt Against For Elect Director Uemura, Hiroyuki 2.6


Mgmt Against For Elect Director Noguchi, Tomoatsu 2.7


Mgmt Against For Elect Director Kobayashi, Yasuharu 2.8


Mgmt Against For Elect Director Itani, Kazuhito 2.9


Mgmt Against For Elect Director Mori, Satoshi 2.10


Mgmt Against For Elect Director Yonezawa, Michihiro 2.11


Mgmt Against For Elect Director Ikeda, Tomoki 2.12


Mgmt Against For Elect Director Amano, Kiyoshi 2.13


Mgmt Against For Elect Director Yagi, Kimihiko 2.14


Mgmt Against For Appoint Statutory Auditor Hirai, Yuji 3




5


Page 1,133 of 2,968



Hochtief AG Meeting Date: 05/03/2018 Country: Germany

Meeting Type: Annual Ticker: HOT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2

Mgmt For For Approve Discharge of Management Board for Fiscal 2017

3


4


Mgmt For For Ratify Deloitte GmbH as Auditors for Fiscal 2018 5


Hodogaya Chemical Co. Ltd. Meeting Date: 06/26/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Kitano, Toshikazu Mgmt For For

Mgmt For For Elect Director Matsumoto, Yuto 1.2

Mgmt Against For Elect Director Sunada, Eiichi 1.3


Page 1,134 of 2,968



Hogy Medical Co. Ltd. Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Hoki, Junichi Mgmt For For

Mgmt For For Elect Director Yamamoto, Yukio 1.2

Mgmt For For Elect Director Sasaki, Katsuo 1.3

Mgmt For For Elect Director Kobayashi, Takuya 1.4

Mgmt For For Elect Director Uesugi, Kiyoshi 1.5

Mgmt For For Elect Director Inoue, Ichiro 1.6

Hokkaido Electric Power Co. Inc. Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Amend Articles to Create Class B Preferred Shares

2

Mgmt For For Approve Issuance of Class B Preferred Shares for Private Placements

3

Mgmt For For Elect Director Sato, Yoshitaka 4.1

Mgmt For For Elect Director Mayumi, Akihiko 4.2

Mgmt Against For Elect Director Fujii, Yutaka 4.3


Mgmt Against For Elect Director Mori, Masahiro 4.4


Page 1,135 of 2,968



Hokkaido Electric Power Co. Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Sakai, Ichiro 4.5


Mgmt Against For Elect Director Ujiie, Kazuhiko 4.6


Mgmt Against For Elect Director Uozumi, Gen 4.7


Mgmt Against For Elect Director Takahashi, Takao 4.8


Mgmt Against For Elect Director Yabushita, Hiromi 4.9


Mgmt Against For Elect Director Seo, Hideo 4.10


Mgmt Against For Elect Director Funane, Shunichi 4.11


Mgmt For For Elect Director Ichikawa, Shigeki 4.12

Mgmt For For Elect Director Ukai, Mitsuko 4.13

SH Against Against Amend Articles to Add Provisions on Safe Storage of Spent Nuclear Fuels and Radioactive Materials, and Development of Nuclear Storage Technologies

5

Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposed language is redundant to the utility's current efforts, and thus it is questionable if the addition of the language to the articles would have a meaningful impact on the utility's behavior.

SH Against Against Amend Articles to Decommission Tomari Nuclear Power Station from Managerial Viewpoint

6

Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The option of nuclear power should not be inflexibly ruled out as the possibility remains that safety and financial findings may show it to be a desirable part of the power generation mix.- As a strong possibility still remains that this technology will prove to be a cost effective, safe and reliable component of the generation mix, this is against shareholder interests.

SH Against Against Amend Articles to Ban Resumption of Operation of Tomari Nuclear Power Station from Geological Science Viewpoint

7

Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The option of nuclear power should not be inflexibly ruled out as the possibility remains that safety and financial findings may show it to be a desirable part of the power generation mix.- As a strong possibility still remains that this technology will prove to be a cost effective, safe and reliable component of the generation mix, this is against shareholder interests.

Page 1,136 of 2,968



Hokkaido Electric Power Co. Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

SH Against Against Amend Articles to Add Provisions on Electricity Rate, Executive Compensation and Employee Salary

8

Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.

SH Against Against Amend Articles to Add Provisions on Directors' Participation in Nuclear Accident Disaster Drill

9

Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.

SH Against Against Amend Articles to Add Provisions on Promotion of Liquefied Natural Gas Power Generation

10

Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposal does not offer a substantive change to current policy, and it is not clear that firm's quest for power source diversity lacks vigor.

Hokkoku Bank Ltd. Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Elect Director Ataka, Tateki 2.1


Mgmt Against For Elect Director Tsuemura, Shuji 2.2


Mgmt Against For Elect Director Maeda, Junichi 2.3


Mgmt Against For Elect Director Hamasaki, Hideaki 2.4


Mgmt Against For Elect Director Nakamura, Kazuya 2.5


Page 1,137 of 2,968



Hokkoku Bank Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Nakada, Koichi 2.6


Mgmt Against For Elect Director Sakai, Kenichi 2.7


Mgmt Against For Elect Director Torigoe, Nobuhiro 2.8


Mgmt Against For Elect Director Kakuchi, Yuji 2.9


Mgmt Against For Elect Director Konishi, Toshiyuki 2.10


Mgmt Against For Elect Director Nishita, Akira 2.11


Hokuetsu Bank Ltd. Meeting Date: 06/26/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Approve Formation of Joint Holding Company with Daishi Bank

2

Voter Rationale: We vote against the proposed transaction because while the proposed economic integration itself makes strategic sense considering the difficult business environment for regional banks, the share exchange ratio cannot be considered beneficial to shareholders of Hokuetsu Bank.The banks fail to present a specific roadmap to realize the synergies expected from the deal.

Mgmt Against For Elect Director Yamada, Motoi 3

Mgmt For For Appoint Alternate Statutory Auditor Izu, Yoshiharu

4

Mgmt For For Appoint KPMG AZSA LLC as New External Audit Firm

5

Page 1,138 of 2,968



Hokuetsu Bank Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Hokuetsu Kishu Paper Co Ltd Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Amend Articles to Change Company Name 2

Mgmt For For Appoint Alternate Statutory Auditor Kuwabara, Kazuaki

3

Hokuhoku Financial Group Inc. Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Ihori, Eishin 2.1

Mgmt Against For Elect Director Sasahara, Masahiro 2.2


Mgmt Against For Elect Director Mugino, Hidenori 2.3


Mgmt Against For Elect Director Kanema, Yuji 2.4


Page 1,139 of 2,968



Hokuhoku Financial Group Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Yoshida, Takeshi 2.5


Mgmt Against For Elect Director Asabayashi, Takashi 2.6


Mgmt Against For Elect Director Kaji, Takayuki 2.7


Hokuriku Electric Power Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Ataka, Tateki Mgmt For Against


Mgmt Against For Elect Director Ishiguro, Nobuhiko 1.2


Mgmt Against For Elect Director Ojima, Shiro 1.3


Mgmt Against For Elect Director Kanai, Yutaka 1.4


Mgmt Against For Elect Director Kawada, Tatsuo 1.5


Mgmt Against For Elect Director Kyuwa, Susumu 1.6


Mgmt Against For Elect Director Shiotani, Seisho 1.7


Page 1,140 of 2,968



Hokuriku Electric Power Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Sugawa, Motonobu 1.8


Mgmt Against For Elect Director Takagi, Shigeo 1.9


Mgmt Against For Elect Director Takabayashi, Yukihiro 1.10


Mgmt Against For Elect Director Mizutani, Kazuhisa 1.11


Mgmt Against For Elect Director Mizuno, Koichi 1.12


Mgmt Against For Appoint Statutory Auditor Mizukami, Yasuhito 2


SH Against Against Amend Articles to Withdraw from Nuclear Power Generation and Promote Small-Scale Decentralized Power Generation from Renewable Energy

3

Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The option of nuclear power should not be inflexibly ruled out because the possibility remains that safety and financial findings may show it to be a desirable part of the mix.- Such matters are best left to board and management judgment and are not appropriate for a shareholder referendum.

SH Against Against Amend Articles to Establish Department Charged with Promotion of Renewable Energy

4

Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposed language is redundant of the utility's current policy.- Addition of the language to the articles would be unlikely to have a meaningful impact on the utility's behavior.

SH Against Against Amend Articles to Establish Department Charged with Decommissioning of Shika Nuclear Power Plant

5

Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The option of nuclear power should not be inflexibly ruled out because the possibility remains that safety and financial findings may show it to be a desirable part of the mix.

SH Against Against Amend Articles to Withdraw from Nuclear Fuel Recycling Business

6

Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The provision imposes an inflexible mandate on what is properly a complex policy call.- Such matters are best left to board and management judgment and are not appropriate for a shareholder referendum.

Page 1,141 of 2,968



Hokuriku Electric Power Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

SH For Against Amend Articles to Change Provisions on Senior Advisers

7

Voter Rationale: A vote FOR this proposal is recommended because: - The proposal will add credence to the soundness of the utility's governance by moving to reduce the influence of former senior executives over the utility's ongoing strategic decision-making process. - Banning such advisory posts in the articles of incorporation will not prevent former senior executives of the utility from playing the role they currently have with the business community, without the title.

SH For Against Amend Articles to Require Disclosure of Compensation for Directors, Statutory Auditors and Senior Advisers

8

Voter Rationale: A vote FOR this shareholder proposal is recommended because: - The amendment may enhance the company's overall reputation for transparency and accountability. - Disclosure of individual compensation levels promotes accountability and helps shareholders make better-informed decisions on director elections and compensation-related proposals.

Hokuto Corp Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Appoint Statutory Auditor Hayashi, Yoshito 2.1

Mgmt Against For Appoint Statutory Auditor Ikezawa, Minoru 2.2


HollyFrontier Corporation Meeting Date: 05/09/2018 Country: USA

Meeting Type: Annual Ticker: HFC

Primary ISIN: US4361061082 Primary SEDOL: B5VX1H6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Anne-Marie N. Ainsworth Mgmt For For

Mgmt For For Elect Director Douglas Y. Bech 1b

Page 1,142 of 2,968



HollyFrontier Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Anna C. Catalano 1c

Mgmt For For Elect Director George J. Damiris 1d


Mgmt For For Elect Director Leldon E. Echols 1e

Mgmt Elect Director R. Kevin Hardage *Withdrawn Resolution*

1f

Mgmt For For Elect Director Michael C. Jennings 1g

Mgmt For For Elect Director Robert J. Kostelnik 1h

Mgmt For For Elect Director James H. Lee 1i

Mgmt For For Elect Director Franklin Myers 1j

Mgmt For For Elect Director Michael E. Rose 1k


2

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.



Home Bancorp, Inc. Meeting Date: 05/09/2018 Country: USA

Meeting Type: Annual Ticker: HBCP

Primary ISIN: US43689E1073 Primary SEDOL: B39XGV3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Kathy J. Bobbs *Withdrawn Resolution (Deceased)*

Mgmt


Page 1,143 of 2,968



Home Bancorp, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director John W. Bordelon 1.2


Mgmt Withhold For Elect Director John A. Hendry 1.3

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest. Moreover, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director Daniel G. Guidry 1.4


Mgmt For For Elect Director Mark M. Cole 1.5


Mgmt For For Ratify Porter Keadle Moore, LLC as Auditors 2

Home BancShares, Inc. Meeting Date: 04/19/2018 Country: USA

Meeting Type: Annual Ticker: HOMB

Primary ISIN: US4368932004 Primary SEDOL: B17MTL9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director John W. Allison Mgmt For For


Mgmt For For Elect Director C. Randall Sims 1.2

Mgmt For For Elect Director Brian S. Davis 1.3

Mgmt For For Elect Director Milburn Adams 1.4

Page 1,144 of 2,968



Home BancShares, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Robert H. Adcock, Jr. 1.5

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, former employees or company founders are not sufficiently independent to serve on key board committees. Listing standard assumptions that independence can be restored after a five-year "cooling off" period are incorrect.

Mgmt Withhold For Elect Director Richard H. Ashley 1.6

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Mike D. Beebe 1.7

Mgmt Withhold For Elect Director Jack E. Engelkes 1.8

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Tracy M. French 1.9

Mgmt For For Elect Director Karen E. Garrett 1.10

Mgmt Withhold For Elect Director James G. Hinkle 1.11

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. In addition, executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors.

Mgmt Withhold For Elect Director Alex R. Lieblong 1.12


Mgmt For For Elect Director Thomas J. Longe 1.13

Mgmt For For Elect Director Jim Rankin, Jr. 1.14


2



Page 1,145 of 2,968



Home BancShares, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.


HomeStreet, Inc. Meeting Date: 05/24/2018 Country: USA

Meeting Type: Proxy Contest Ticker: HMST

Primary ISIN: US43785V1026 Primary SEDOL: B4WHS46

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Management Proxy (White Proxy Card) Mgmt

Mgmt Against For Elect Director Scott M. Boggs 1.1

Voter Rationale: The dissident has presented a compelling case outlining the company's relative underperformance and governance shortcomings which in turn raises substantial doubt as to whether incumbent nominee Scott Boggs has effectively exercised his role as lead independent director, given that the company has pursued short-term opportunism at the expense of its stated strategic plan to reduce its outsized exposure to the volatile mortgage banking business during his tenure in the position.

Mgmt For For Elect Director Mark R. Patterson 1.2

Mgmt For For Elect Director Douglas I. Smith 1.3


2

Voter Rationale: More of the equity should have performance conditions attached. 50% is considered to be best practice.



Mgmt Dissident Proxy (Blue Proxy Card)

SH Do Not Vote Against Management Nominee Scott M. Boggs 1.1

SH Do Not Vote Against Management Nominee Douglas I. Smith 1.2

SH Do Not Vote For Management Nominee Mark R. Patterson 1.3

Page 1,146 of 2,968



HomeStreet, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Do Not Vote Against Advisory Vote to Ratify Named Executive Officers' Compensation

2

Mgmt Do Not Vote One Year Advisory Vote on Say on Pay Frequency 3

Mgmt Do Not Vote For Ratify Deloitte & Touche LLP as Auditors 4

Hon Hai Precision Industry Co., Ltd. Meeting Date: 06/22/2018 Country: Taiwan


Primary ISIN: TW0002317005 Primary SEDOL: 6438564

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Business Operations Report and Financial Statements

Mgmt For For

Mgmt For For Approve Plan on Profit Distribution 2

Mgmt For For Approve Capital Decrease via Cash 3

Honda Motor Co. Ltd. Meeting Date: 06/14/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Hachigo, Takahiro Mgmt For For

Mgmt For For Elect Director Kuraishi, Seiji 1.2

Mgmt For For Elect Director Matsumoto, Yoshiyuki 1.3

Mgmt For For Elect Director Mikoshiba, Toshiaki 1.4

Mgmt For For Elect Director Yamane, Yoshi 1.5

Mgmt For For Elect Director Takeuchi, Kohei 1.6

Mgmt For For Elect Director Kunii, Hideko 1.7

Page 1,147 of 2,968



Honda Motor Co. Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Ozaki, Motoki 1.8

Mgmt For For Elect Director Ito, Takanobu 1.9


Honeywell International Inc. Meeting Date: 04/23/2018 Country: USA

Meeting Type: Annual Ticker: HON


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Darius Adamczyk Mgmt For For


Mgmt For For Elect Director Duncan B. Angove 1B

Mgmt For For Elect Director William S. Ayer 1C


Mgmt For For Elect Director Kevin Burke 1D

Mgmt Against For Elect Director Jaime Chico Pardo 1E

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, this director is not sufficiently independent to serve as the independent lead director. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director D. Scott Davis 1F

Mgmt For For Elect Director Linnet F. Deily 1G


Mgmt For For Elect Director Judd Gregg 1H


Mgmt Against For Elect Director Clive Hollick 1I


Page 1,148 of 2,968



Honeywell International Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Grace D. Lieblein 1J


Mgmt For For Elect Director George Paz 1K


Mgmt For For Elect Director Robin L. Washington 1L


2



Mgmt For For Reduce Ownership Threshold for Shareholders to Call Special Meeting

4

Voter Rationale: Holders of significant share capital should be entitled to call a special meeting.




Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations

Hong Kong Exchanges and Clearing Ltd Meeting Date: 04/25/2018 Country: Hong Kong



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt For For Elect Chan Tze Ching, Ignatius as Director 3a

Mgmt For For Elect Hu Zuliu, Fred as Director 3b

Page 1,149 of 2,968



Hong Kong Exchanges and Clearing Ltd Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect John Mackay McCulloch Williamson as Director

3c


4


Mgmt For For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

6

Mgmt For For Approve Remuneration Payable to the Chairman and Non-executive Directors

7

Hongkong Land Holdings Ltd. Meeting Date: 05/09/2018 Country: Bermuda

Meeting Type: Annual Ticker: H78

Primary ISIN: BMG4587L1090 Primary SEDOL: 6434915

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Re-elect Mark Greenberg as Director 2

Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Re-elect Lord Powell of Bayswater as Director 3

Mgmt For For Re-elect James Watkins as Director 4

Mgmt Against For Re-elect Percy Weatherall as Director 5


Mgmt For For Ratify Auditors and Authorise Their Remuneration

6

Mgmt For For Authorise Issue of Equity with and without Pre-emptive Rights

7

Page 1,150 of 2,968



Hooker Furniture Corporation Meeting Date: 06/05/2018 Country: USA

Meeting Type: Annual Ticker: HOFT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Paul B. Toms, Jr. Mgmt For For


Mgmt Withhold For Elect Director W. Christopher Beeler, Jr. 1.2

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Paulette Garafalo 1.3


Mgmt Withhold For Elect Director John L. Gregory, III 1.4

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Tonya H. Jackson 1.5


Mgmt Withhold For Elect Director E. Larry Ryder 1.6

Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Page 1,151 of 2,968



Hooker Furniture Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Ellen C. Taaffe 1.7


Mgmt Withhold For Elect Director Henry G. Williamson, Jr. 1.8

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. Additionally, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.



3


Hope Bancorp, Inc. Meeting Date: 05/24/2018 Country: USA

Meeting Type: Annual Ticker: HOPE

Primary ISIN: US43940T1097 Primary SEDOL: BYN87K7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Donald D. Byun Mgmt For For

Mgmt For For Elect Director Steven J. Didion 1.2

Mgmt For For Elect Director Jinho Doo 1.3

Mgmt For For Elect Director Daisy Y. Ha 1.4

Mgmt For For Elect Director Jin Chul Jhung 1.5

Mgmt For For Elect Director Kevin S. Kim 1.6

Mgmt For For Elect Director Steven S. Koh 1.7

Mgmt For For Elect Director Chung Hyun Lee 1.8

Mgmt For For Elect Director William J. Lewis 1.9

Mgmt For For Elect Director David P. Malone 1.10

Mgmt For For Elect Director John R. Taylor 1.11

Mgmt For For Elect Director Scott Yoon-Suk Whang 1.12

Page 1,152 of 2,968



Hope Bancorp, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Dale S. Zuehls 1.13


2

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.



Horizon Bancorp Meeting Date: 05/03/2018 Country: USA

Meeting Type: Annual Ticker: HBNC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Lawrence E. Burnell Mgmt For For


Mgmt Withhold For Elect Director Peter L. Pairitz 1.2

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt Withhold For Elect Director Spero W. Valavanis 1.3

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Amend Bylaws 2

Page 1,153 of 2,968



Horizon Bancorp Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Lastly, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.


4

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. In addition, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.



Horizon Global Corporation Meeting Date: 05/15/2018 Country: USA

Meeting Type: Annual Ticker: HZN

Primary ISIN: US44052W1045 Primary SEDOL: BYM7727

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Scott G. Kunselman Mgmt For For

Mgmt For For Elect Director David A. Roberts 1.2

Mgmt For For Elect Director Maximiliane C. Straub 1.3



Page 1,154 of 2,968



Horizon Global Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, this plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Lastly, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated.


Horizon Pharma plc Meeting Date: 05/03/2018 Country: Ireland

Meeting Type: Annual Ticker: HZNP

Primary ISIN: IE00BQPVQZ61 Primary SEDOL: BQPVQZ6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director William F. Daniel Mgmt For For


Mgmt For For Elect Director H. Thomas Watkins 1b


Mgmt For For Elect Director Pascale Witz 1c

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. .

Mgmt For For Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration

2


3

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.


Mgmt For For Authorize Share Repurchase up to 10 Percent of Issued Share Capital

5

Page 1,155 of 2,968



Horizon Pharma plc Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: This plan could lead to excessive dilution. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Hosiden Corp Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Appoint Alternate Statutory Auditor Nishimura, Kazunori

2.1


Mgmt For For Appoint Alternate Statutory Auditor Mori, Masashi

2.2


Host Hotels & Resorts, Inc. Meeting Date: 05/17/2018 Country: USA

Meeting Type: Annual Ticker: HST


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Mary L. Baglivo Mgmt For For

Mgmt For For Elect Director Sheila C. Bair 1.2

Page 1,156 of 2,968



Host Hotels & Resorts, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Ann McLaughlin Korologos 1.3


Mgmt For For Elect Director Richard E. Marriott 1.4

Mgmt Against For Elect Director Sandeep L. Mathrani 1.5


Mgmt Against For Elect Director John B. Morse, Jr. 1.6

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

Mgmt For For Elect Director Mary Hogan Preusse 1.7

Mgmt Against For Elect Director Walter C. Rakowich 1.8


Mgmt For For Elect Director James F. Risoleo 1.9

Mgmt For For Elect Director Gordon H. Smith 1.10

Mgmt Against For Elect Director A. William Stein 1.11



2

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

SH Against Against Report on Sustainability 3

Voter Rationale: Enhanced disclosure of social and environmental risks for businesses is important, but the company already publishes a sustainability report. It should for a balanced, detailed, data-driven report that permits both evaluation of the company's own performance and comparison against its peers.

Hostess Brands, Inc. Meeting Date: 06/07/2018 Country: USA

Meeting Type: Annual Ticker: TWNK

Primary ISIN: US44109J1060 Primary SEDOL: BZ8VJD5

Page 1,157 of 2,968



Hostess Brands, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jerry D. Kaminski Mgmt For Withhold

Mgmt Withhold For Elect Director Craig D. Steeneck 1.2


2



Houghton Mifflin Harcourt Company Meeting Date: 05/22/2018 Country: USA

Meeting Type: Annual Ticker: HMHC

Primary ISIN: US44157R1095 Primary SEDOL: BGCBBK9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Daniel Allen Mgmt For For

Mgmt For For Elect Director L. Gordon Crovitz 1.2

Mgmt For For Elect Director Jean S. Desravines 1.3

Mgmt For For Elect Director Lawrence K. Fish 1.4

Mgmt For For Elect Director Jill A. Greenthal 1.5

Mgmt For For Elect Director John F. Killian 1.6

Mgmt For For Elect Director John J. Lynch, Jr. 1.7

Mgmt For For Elect Director John R. McKernan, Jr. 1.8

Mgmt For For Elect Director E. Rogers Novak, Jr. 1.9

Mgmt For For Elect Director Tracey D. Weber 1.10


2

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Page 1,158 of 2,968



Houghton Mifflin Harcourt Company Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


House Foods Group Inc. Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Urakami, Hiroshi 2.1

Mgmt Against For Elect Director Matsumoto, Keiji 2.2


Mgmt Against For Elect Director Hiroura, Yasukatsu 2.3


Mgmt Against For Elect Director Kudo, Masahiko 2.4


Mgmt Against For Elect Director Fujii, Toyoaki 2.5


Mgmt Against For Elect Director Koike, Akira 2.6


Mgmt Against For Elect Director Yamamoto, Kunikatsu 2.7


Mgmt For For Elect Director Saito, Kyuzo 2.8

Mgmt Against For Elect Director Osawa, Yoshiyuki 2.9


Mgmt Against For Elect Director Miyaoku, Yoshiyuki 2.10


Page 1,159 of 2,968



House Foods Group Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Appoint Statutory Auditor Taguchi, Masao 3


Houston Wire & Cable Company Meeting Date: 05/08/2018 Country: USA

Meeting Type: Annual Ticker: HWCC

Primary ISIN: US44244K1097 Primary SEDOL: B171W40

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director James L. Pokluda, III Mgmt For For

Mgmt For For Elect Director Michael T. Campbell 1.2

Mgmt For For Elect Director Roy W. Haley 1.3

Mgmt For For Elect Director William H. Sheffield 1.4

Mgmt For For Elect Director G. Gary Yetman 1.5




3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job.Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Page 1,160 of 2,968



Hoya Corp. Meeting Date: 06/21/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Koeda, Itaru Mgmt For For

Mgmt For For Elect Director Uchinaga, Yukako 1.2

Mgmt For For Elect Director Urano, Mitsudo 1.3

Mgmt For For Elect Director Takasu, Takeo 1.4

Mgmt For For Elect Director Kaihori, Shuzo 1.5

Mgmt For For Elect Director Yoshihara, Hiroaki 1.6

Mgmt For For Elect Director Suzuki, Hiroshi 1.7

HP Inc. Meeting Date: 04/24/2018 Country: USA

Meeting Type: Annual Ticker: HPQ

Primary ISIN: US40434L1052 Primary SEDOL: BYX4D52

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Aida M. Alvarez Mgmt For For


Mgmt Against For Elect Director Shumeet Banerji 1b


Mgmt For For Elect Director Robert R. Bennett 1c

Mgmt For For Elect Director Charles "Chip" V. Bergh 1d


Page 1,161 of 2,968



HP Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Stacy Brown-Philpot 1e


Mgmt For For Elect Director Stephanie A. Burns 1f

Mgmt For For Elect Director Mary Anne Citrino 1g

Mgmt For For Elect Director Stacey Mobley 1h


Mgmt For For Elect Director Subra Suresh 1i

Mgmt For For Elect Director Dion J. Weisler 1j



3

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.


HRG Group, Inc. Meeting Date: 06/12/2018 Country: USA

Meeting Type: Annual Ticker: HRG

Primary ISIN: US40434J1007 Primary SEDOL: BVFZSX5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Curtis A. Glovier Mgmt For For


Page 1,162 of 2,968



HRG Group, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Joseph S. Steinberg 1.2

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.


HSBC Holdings plc Meeting Date: 04/20/2018 Country: United Kingdom

Meeting Type: Annual Ticker: HSBA


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Voter Rationale: We voted for in recognition of the significant progress made over recent years. We will expect annual bonus targets to remain stretching and for pension contributions to reduce over time.

Mgmt For For Elect Mark Tucker as Director 3(a)

Mgmt For For Elect John Flint as Director 3(b)

Mgmt For For Re-elect Kathleen Casey as Director 3(c)

Mgmt For For Re-elect Laura Cha as Director 3(d)

Mgmt For For Re-elect Henri de Castries as Director 3(e)

Mgmt For For Re-elect Lord Evans of Weardale as Director 3(f)

Mgmt Against For Re-elect Irene Lee as Director 3(g)


Mgmt For For Re-elect Iain Mackay as Director 3(h)

Mgmt For For Re-elect Heidi Miller as Director 3(i)

Mgmt For For Re-elect Marc Moses as Director 3(j)

Page 1,163 of 2,968



HSBC Holdings plc Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Re-elect David Nish as Director 3(k)

Mgmt For For Re-elect Jonathan Symonds as Director 3(l)

Mgmt For For Re-elect Jackson Tai as Director 3(m)

Mgmt For For Re-elect Pauline van der Meer Mohr as Director 3(n)


4

Mgmt For For Authorise the Group Audit Committee to Fix Remuneration of Auditors

5


6


7


8


9

Mgmt For For Authorise Directors to Allot Any Repurchased Shares

10


Mgmt For For Authorise Issue of Equity in Relation to Contingent Convertible Securities

12

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Relation to Contingent Convertible Securities

13

Mgmt For For Approve Scrip Dividend Alternative 14



16

Hub Group, Inc. Meeting Date: 05/22/2018 Country: USA

Meeting Type: Annual Ticker: HUBG


Page 1,164 of 2,968



Hub Group, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director David P. Yeager Mgmt For For

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Moreover, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders.

Mgmt For For Elect Director Donald G. Maltby 1.2

Mgmt For For Elect Director Gary D. Eppen 1.3

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. We will continue to review these arrangements and potentially provide an adverse vote instructions at next year's AGM.

Mgmt For For Elect Director James C. Kenny 1.4


Mgmt For For Elect Director Peter B. McNitt 1.5


Mgmt For For Elect Director Charles R. Reaves 1.6

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. We will continue to review these arrangements and potentially provide an adverse vote instructions at next year's AGM.

Mgmt For For Elect Director Martin P. Slark 1.7

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. Additionally, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. We will continue to review these arrangements and potentially provide an adverse vote instructions at next year's AGM.

Page 1,165 of 2,968



Hub Group, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Jonathan P. Ward 1.8


Mgmt For For Elect Director Mary H. Boosalis 1.9


2

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. We will continue to review these arrangements and potentially provide an adverse vote instructions at next year's AGM.

Mgmt For For Ratify Ernst & Young, LLP as Auditors 3

Hudson Technologies, Inc. Meeting Date: 06/07/2018 Country: USA

Meeting Type: Annual Ticker: HDSN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Dominic J. Monetta Mgmt For Withhold

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director Richard Parrillo 1.2


Mgmt For For Elect Director Eric A. Prouty 1.3


Page 1,166 of 2,968



Hudson Technologies, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Kevin J. Zugibe 1.4

Voter Rationale: The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Moreover, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.


Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Also, this plan could lead to excessive dilution. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.


3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.



Humana Inc. Meeting Date: 04/19/2018 Country: USA

Meeting Type: Annual Ticker: HUM


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Kurt J. Hilzinger Mgmt For Against

Page 1,167 of 2,968



Humana Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director Frank J. Bisignano 1b

Mgmt For For Elect Director Bruce D. Broussard 1c

Mgmt Against For Elect Director Frank A. D'Amelio 1d

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director Karen B. DeSalvo 1e

Mgmt Against For Elect Director W. Roy Dunbar 1f

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Against For Elect Director David A. Jones, Jr. 1g

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director William J. McDonald 1h

Mgmt For For Elect Director William E. Mitchell 1i

Mgmt For For Elect Director David B. Nash 1j

Mgmt For For Elect Director James J. O'Brien 1k

Mgmt For For Elect Director Marissa T. Peterson 1l



Page 1,168 of 2,968



Humana Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


3

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Also, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Huntington Bancshares Incorporated Meeting Date: 04/19/2018 Country: USA

Meeting Type: Annual Ticker: HBAN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Lizabeth Ardisana Mgmt For For

Mgmt For For Elect Director Ann B. "Tanny" Crane 1.2


Mgmt For For Elect Director Robert S. Cubbin 1.3

Mgmt For For Elect Director Steven G. Elliott 1.4

Mgmt For For Elect Director Gina D. France 1.5

Mgmt For For Elect Director J. Michael Hochschwender 1.6

Mgmt For For Elect Director Chris Inglis 1.7


Mgmt For For Elect Director Peter J. Kight 1.8

Mgmt For For Elect Director Richard W. Neu 1.9

Mgmt For For Elect Director David L. Porteous 1.10


Mgmt Withhold For Elect Director Kathleen H. Ransier 1.11

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 1,169 of 2,968



Huntington Bancshares Incorporated Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Stephen D. Steinour 1.12

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Also, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Mgmt For For Amend Deferred Compensation Plan 3



5

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. Additionally, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.

Huntington Ingalls Industries, Inc. Meeting Date: 05/02/2018 Country: USA

Meeting Type: Annual Ticker: HII

Primary ISIN: US4464131063 Primary SEDOL: B40SSC9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Philip M. Bilden Mgmt For For

Mgmt For For Elect Director Augustus L. Collins 1.2

Mgmt For For Elect Director Kirkland H. Donald 1.3

Mgmt For For Elect Director Thomas B. Fargo 1.4

Mgmt For For Elect Director Victoria D. Harker 1.5

Mgmt For For Elect Director Anastasia D. Kelly 1.6

Page 1,170 of 2,968



Huntington Ingalls Industries, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director C. Michael Petters 1.7

Mgmt For For Elect Director Thomas C. Schievelbein 1.8

Mgmt For For Elect Director John K. Welch 1.9

Mgmt For For Elect Director Stephen R. Wilson 1.10


2





Huron Consulting Group Inc. Meeting Date: 05/04/2018 Country: USA

Meeting Type: Annual Ticker: HURN

Primary ISIN: US4474621020 Primary SEDOL: B018V76

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director John S. Moody Mgmt For For


Mgmt For For Elect Director Hugh E. Sawyer 1.2


Mgmt For For Elect Director Debra Zumwalt 1.3


Page 1,171 of 2,968



Huron Consulting Group Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


2

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. In addition, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Hutchison Port Holdings Trust Meeting Date: 04/13/2018 Country: Singapore

Meeting Type: Annual Ticker: NS8U

Primary ISIN: SG2D00968206 Primary SEDOL: B56ZM74

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Adopt Report of the Trustee-Manager, Statement by Trustee-Manager, and Audited Financial Statements and Independent Auditor's Report

Mgmt For For

Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.

Mgmt For For Approve PricewaterhouseCoopers LLP as Auditors and Authorize Directors of Trustee-Manager to Fix Their Remuneration

2


3


Huttig Building Products, Inc. Meeting Date: 04/24/2018 Country: USA

Meeting Type: Annual Ticker: HBP


Page 1,172 of 2,968



Huttig Building Products, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Donald L. Glass Mgmt For Withhold

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt Withhold For Elect Director Delbert H. Tanner 1.2

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Furthermore, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.


2

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


Hyakugo Bank Ltd. Meeting Date: 06/21/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Page 1,173 of 2,968



Hyakugo Bank Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Wakasa, Ichiro 2


Mgmt Against For Appoint Statutory Auditor Nishida, Takashi 3


Mgmt Against For Approve Deep Discount Stock Option Plan 4

Voter Rationale: Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.

Hyakujushi Bank Ltd. Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


2

Mgmt For For Amend Articles to Authorize Public Announcements in Electronic Format

3

Mgmt Against For Elect Director Watanabe, Tomoki 4.1


Mgmt Against For Elect Director Ayada, Yujiro 4.2


Mgmt Against For Elect Director Kagawa, Ryohei 4.3


Mgmt Against For Elect Director Kiuchi, Teruo 4.4


Mgmt Against For Elect Director Nishikawa, Ryuji 4.5


Page 1,174 of 2,968



Hyakujushi Bank Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Mori, Takashi 4.6


Mgmt Against For Elect Director Oyama, Kiichiro 4.7


Mgmt Against For Elect Director Toyoshima, Masakazu 4.8


Mgmt Against For Elect Director Fujimura, Akihiko 4.9


Mgmt Against For Elect Director and Audit Committee Member Tamura, Tadahiko

5


Hysan Development Co. Ltd. Meeting Date: 05/08/2018 Country: Hong Kong



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Lau Lawrence Juen-Yee as Director 2.1

Mgmt For For Elect Lee Tze Hau Michael as Director 2.2

Mgmt For For Elect Poon Chung Yin Joseph as Director 2.3


Mgmt For For Approve Deloitte Touche Tohmatsu as Auditor and Authorize Board to Fix Their Remuneration

4

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

5


Page 1,175 of 2,968



Hyster-Yale Materials Handling, Inc. Meeting Date: 05/09/2018 Country: USA

Meeting Type: Annual Ticker: HY

Primary ISIN: US4491721050 Primary SEDOL: B7LG306

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director James M. Bemowski Mgmt For For

Mgmt Withhold For Elect Director J.C. Butler, Jr. 1.2


Mgmt For For Elect Director Carolyn Corvi 1.3


Mgmt For For Elect Director John P. Jumper 1.4


Mgmt For For Elect Director Dennis W. LaBarre 1.5

Mgmt For For Elect Director H. Vincent Poor 1.6


Mgmt For For Elect Director Alfred M. Rankin, Jr. 1.7

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Moreover, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.

Mgmt For For Elect Director Claiborne R. Rankin 1.8

Mgmt For For Elect Director John M. Stropki 1.9


Mgmt For For Elect Director Britton T. Taplin 1.10

Mgmt For For Elect Director Eugene Wong 1.11



Page 1,176 of 2,968



IAC/InterActiveCorp Meeting Date: 06/28/2018 Country: USA

Meeting Type: Annual Ticker: IAC

Primary ISIN: US44919P5089 Primary SEDOL: B0F0F09

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Edgar Bronfman, Jr. Mgmt For Withhold

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director Chelsea Clinton 1.2

Mgmt For For Elect Director Barry Diller 1.3

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director Michael D. Eisner 1.4

Mgmt For For Elect Director Bonnie S. Hammer 1.5

Mgmt For For Elect Director Victor A. Kaufman 1.6

Mgmt For For Elect Director Joseph Levin 1.7

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Withhold For Elect Director Bryan Lourd 1.8


Mgmt For For Elect Director David Rosenblatt 1.9

Mgmt Withhold For Elect Director Alan G. Spoon 1.10

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Director Alexander von Furstenberg 1.11

Page 1,177 of 2,968



IAC/InterActiveCorp Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Richard F. Zannino 1.12


Voter Rationale: This plan could lead to excessive dilution. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated. Moreover, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Furthermore, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.



IBERIABANK Corporation Meeting Date: 05/09/2018 Country: USA

Meeting Type: Annual Ticker: IBKC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Ernest P. Breaux, Jr. Mgmt For Withhold

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Daryl G. Byrd 1.2


Page 1,178 of 2,968



IBERIABANK Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director John N. Casbon 1.3

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director John E. Koerner, III 1.4




3

Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance.

Ibiden Co. Ltd. Meeting Date: 06/15/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Takenaka, Hiroki Mgmt For Against


Mgmt Against For Elect Director Aoki, Takeshi 1.2


Mgmt For For Elect Director Kodama, Kozo 1.3

Mgmt For For Elect Director Ikuta, Masahiko 1.4

Mgmt For For Elect Director Yamaguchi, Chiaki 1.5

Mgmt For For Elect Director Mita, Toshio 1.6

Mgmt For For Elect Director Yoshihisa, Koichi 1.7

Page 1,179 of 2,968



IBJ Leasing Company Limited Meeting Date: 06/26/2018 Country: Japan


Primary ISIN: JP3286500008 Primary SEDOL: B02QLW4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Motoyama, Hiroshi 2.1

Mgmt Against For Elect Director Ueda, Akira 2.2


Mgmt Against For Appoint Statutory Auditor Noguchi, Akira 3




ICF International, Inc. Meeting Date: 05/31/2018 Country: USA

Meeting Type: Annual Ticker: ICFI

Primary ISIN: US44925C1036 Primary SEDOL: B1FP363

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Eileen O'Shea Auen Mgmt For For


Mgmt For For Elect Director Cheryl W. Grise 1.2


Mgmt For For Elect Director Randall Mehl 1.3


Page 1,180 of 2,968



ICF International, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


2

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Voter Rationale: This plan could lead to excessive dilution. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.


Ichibanya Co. Ltd. Meeting Date: 05/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Hamajima, Toshiya 2.1

Mgmt Against For Elect Director Kuzuhara, Mamoru 2.2


Mgmt Against For Elect Director Sakaguchi, Yuji 2.3


Mgmt Against For Elect Director Miyazaki, Tatsuo 2.4


Mgmt Against For Elect Director Sugihara, Kazushige 2.5


Mgmt Against For Elect Director Ishiguro, Keiji 2.6


Page 1,181 of 2,968



Ichibanya Co. Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Adachi, Shiro 2.7


Mgmt Against For Elect Director Osawa, Yoshiyuki 2.8


Ichigo Inc. Meeting Date: 05/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Restore Shareholder Authority to Vote on Share Buybacks - Restore Shareholder Authority to Vote on Income Allocation

Mgmt For For

Mgmt For For Elect Director Scott Callon 2.1

Mgmt For For Elect Director Hasegawa, Takuma 2.2

Mgmt For For Elect Director Ishihara, Minoru 2.3

Mgmt For For Elect Director Fujita, Tetsuya 2.4

Mgmt For For Elect Director Kawate, Noriko 2.5

Mgmt For For Elect Director Suzuki, Yukio 2.6

Mgmt For For Elect Director Matsuzaki, Masatoshi 2.7

Mgmt For For Elect Director Nishimoto, Kosuke 2.8

Mgmt For For Elect Director Nakaido, Nobuhide 2.9

Ichiyoshi Securities Meeting Date: 06/23/2018 Country: Japan



Page 1,182 of 2,968



Ichiyoshi Securities

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Takehi, Masashi Mgmt For For

Mgmt For For Elect Director Kobayashi, Minoru 1.2

Mgmt For For Elect Director Tateishi, Shiro 1.3

Mgmt For For Elect Director Gokita, Akira 1.4

Mgmt For For Elect Director Kakeya, Kenro 1.5

Mgmt For For Elect Director Ishikawa, Takashi 1.6

Mgmt For For Elect Director Sakurai, Kota 1.7



Icom Inc. Meeting Date: 06/26/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Elect Director Inoue, Tokuzo 2.1


Mgmt Against For Elect Director Harima, Masataka 2.2


Mgmt Against For Elect Director Ogawa, Nobuo 2.3


Mgmt Against For Elect Director Shimizu, Hiroshi 2.4


Mgmt Against For Elect Director Kojiyama, Kenichi 2.5


Page 1,183 of 2,968



Icom Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Yoshizawa, Haruyuki 2.6

Mgmt For For Elect Director Honda, Akifumi 2.7

Iconix Brand Group, Inc. Meeting Date: 04/26/2018 Country: USA

Meeting Type: Special Ticker: ICON


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Increase Authorized Common Stock Mgmt For For


ICU Medical, Inc. Meeting Date: 05/15/2018 Country: USA

Meeting Type: Annual Ticker: ICUI

Primary ISIN: US44930G1076 Primary SEDOL: 2451918

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Vivek Jain Mgmt For For


Mgmt For For Elect Director George A. Lopez 1.2

Mgmt Withhold For Elect Director Robert S. Swinney 1.3


Mgmt For For Elect Director David C. Greenberg 1.4

Mgmt For For Elect Director Elisha W. Finney 1.5

Mgmt For For Elect Director Douglas E. Giordano 1.6

Mgmt For For Elect Director David F. Hoffmeister 1.7

Page 1,184 of 2,968



ICU Medical, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Donald M. Abbey 1.8



3


IDACORP, Inc. Meeting Date: 05/17/2018 Country: USA

Meeting Type: Annual Ticker: IDA


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Darrel T. Anderson Mgmt For For

Mgmt For For Elect Director Thomas Carlile 1.2

Mgmt For For Elect Director Richard J. Dahl 1.3

Mgmt For For Elect Director Annette G. Elg 1.4

Mgmt For For Elect Director Ronald W. Jibson 1.5

Mgmt For For Elect Director Judith A. Johansen 1.6

Mgmt For For Elect Director Dennis L. Johnson 1.7

Mgmt For For Elect Director Christine King 1.8

Mgmt For For Elect Director Richard J. Navarro 1.9

Mgmt For For Elect Director Robert A. Tinstman 1.10



2

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.

Page 1,185 of 2,968



IDACORP, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Idec Corp. Meeting Date: 06/15/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval

Mgmt For For

Mgmt For For Elect Director Funaki, Toshiyuki 2.1

Mgmt For For Elect Director Funaki, Mikio 2.2

Mgmt For For Elect Director Nakagawa, Takeshi 2.3

Mgmt For For Elect Director Hatta, Nobuo 2.4

Mgmt For For Elect Director Yamamoto, Takuji 2.5

Mgmt For For Elect Director and Audit Committee Member Fujita, Keijiro

3.1

Mgmt For For Elect Director and Audit Committee Member Taniguchi, Hirokazu

3.2

Mgmt For For Elect Director and Audit Committee Member Sakamoto, Masanori

3.3

Mgmt For For Elect Director and Audit Committee Member Kawahito, Masataka

3.4

Mgmt For For Elect Director and Audit Committee Member Kanai, Michiko

3.5


4


5

Mgmt For For Approve Statutory Auditor Retirement Bonus 6

Page 1,186 of 2,968



Idec Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Idemitsu Kosan Co., Ltd. Meeting Date: 06/28/2018 Country: Japan


Primary ISIN: JP3142500002 Primary SEDOL: B1FF8P7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Tsukioka, Takashi Mgmt For For

Mgmt For For Elect Director Kito, Shunichi 1.2

Mgmt For For Elect Director Matsushita, Takashi 1.3

Mgmt For For Elect Director Nibuya, Susumu 1.4

Mgmt For For Elect Director Maruyama, Kazuo 1.5

Mgmt For For Elect Director Sagishima, Toshiaki 1.6

Mgmt For For Elect Director Homma, Kiyoshi 1.7

Mgmt For For Elect Director Yokota, Eri 1.8

Mgmt For For Elect Director Ito, Ryosuke 1.9

Mgmt For For Elect Director Kikkawa, Takeo 1.10

Mgmt For For Elect Director Mackenzie Clugston 1.11

Mgmt For For Appoint Statutory Auditor Tanida, Toshiyuki 2.1

Mgmt For For Appoint Statutory Auditor Niwayama, Shoichiro 2.2

Mgmt For For Appoint Alternate Statutory Auditor Kai, Junko 3


IDEX Corporation Meeting Date: 04/25/2018 Country: USA

Meeting Type: Annual Ticker: IEX

Primary ISIN: US45167R1041 Primary SEDOL: 2456612

Page 1,187 of 2,968



IDEX Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director William M. Cook Mgmt For For


Mgmt For For Elect Director Cynthia J. Warner 1.2


Mgmt For For Elect Director Mark A. Buthman 1.3



2

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.



IDEXX Laboratories, Inc. Meeting Date: 05/09/2018 Country: USA

Meeting Type: Annual Ticker: IDXX

Primary ISIN: US45168D1046 Primary SEDOL: 2459202

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Bruce L. Claflin Mgmt For For


Mgmt For For Elect Director Daniel M. Junius 1b


Page 1,188 of 2,968



IDEXX Laboratories, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Voter Rationale: This plan could lead to excessive dilution. Also, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


4


IDOM Inc. Meeting Date: 05/30/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Noda, Koichi 2

Iguatemi Empresa de Shopping Centers S.A Meeting Date: 04/19/2018 Country: Brazil

Meeting Type: Annual Ticker: IGTA3

Primary ISIN: BRIGTAACNOR5 Primary SEDOL: B1NXMK6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2017

Mgmt For For

Page 1,189 of 2,968



Iguatemi Empresa de Shopping Centers S.A Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Fix Number of Directors at Six 3

Mgmt Abstain None Do You Wish to Adopt Cumulative Voting for the Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?

4


Mgmt For For Elect Carlos Francisco Ribeiro Jereissati as Director

5.1

Mgmt For For Elect Carlos Jereissati as Director 5.2

Mgmt For For Elect Pedro Jereissati as Director 5.3

Mgmt For For Elect Sidnei Nunes as Director 5.4

Mgmt For For Elect Jose Castro Araujo Rudge as Director 5.5

Mgmt For For Elect Pedro Santos Ripper as Director 5.6

Mgmt Abstain None In Case Cumulative Voting Is Adopted, Do You Wish to Equally Distribute Your Votes for Each Supported Nominee?

6


Mgmt APPLICABLE ONLY IF CUMULATIVE VOTING IS ADOPTED - If You Vote FOR on Item 6, Votes Will Be Automatically Distributed in Equal % Amongst Candidates You Chose. If You Vote AGST, Contact Your Client Service Rep to Disproportionately Allocate % of Votes

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Carlos Francisco Ribeiro Jereissati as Director

7.1


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Carlos Jereissati as Director

7.2


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Pedro Jereissati as Director

7.3


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Sidnei Nunes as Director

7.4


Page 1,190 of 2,968



Iguatemi Empresa de Shopping Centers S.A Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Jose Castro Araujo Rudge as Director

7.5


Mgmt Abstain None Percentage of Votes to Be Assigned - Elect Pedro Santos Ripper as Director

7.6


Mgmt Abstain None As an Ordinary Shareholder, Would You like to Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?

8


Mgmt Against For Approve Remuneration of Company's Management

9

Voter Rationale: We urge the board to take immediate steps to provide shareholders with the information referred to in item 13 of the Reference Form in CVM Instruction 480.

Mgmt For None Do You Wish to Request Installation of a Fiscal Council, Under the Terms of Article 161 of the Brazilian Corporate Law?

10

IHI Corporation Meeting Date: 06/22/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Elect Director Saito, Tamotsu 2.1


Mgmt Against For Elect Director Mitsuoka, Tsugio 2.2


Mgmt For For Elect Director Otani, Hiroyuki 2.3

Mgmt For For Elect Director Shikina, Tomoharu 2.4

Mgmt For For Elect Director Yamada, Takeshi 2.5

Page 1,191 of 2,968



IHI Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Fujiwara, Taketsugu 2.6

Mgmt For For Elect Director Kimura, Hiroshi 2.7

Mgmt For For Elect Director Ishimura, Kazuhiko 2.8

Mgmt For For Elect Director Tanaka, Yayoi 2.9

Mgmt For For Elect Director Mizumoto, Nobuko 2.10

Mgmt For For Elect Director Nagano, Masafumi 2.11

Mgmt For For Elect Director Murakami, Koichi 2.12

IHS Markit Ltd. Meeting Date: 04/11/2018 Country: Bermuda

Meeting Type: Annual Ticker: INFO

Primary ISIN: BMG475671050 Primary SEDOL: BD0Q558

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Dinyar S. Devitre Mgmt For For


Mgmt For For Elect Director Nicoletta Giadrossi 1.2


Mgmt For For Elect Director Robert P. Kelly 1.3


Mgmt For For Elect Director Deborah Doyle McWhinney 1.4


Mgmt For For Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration

2


3


Page 1,192 of 2,968



IHS Markit Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Adopt Majority Voting for Uncontested Election of Directors

5

Voter Rationale: The company's decision to introduce majority voting to elect directors is a good improvement. However, boards should adopt a truly binding standard so that shareholders make the ultimate decision about who will represent their interests.

Iida Group Holdings Co., Ltd. Meeting Date: 06/26/2018 Country: Japan


Primary ISIN: JP3131090007 Primary SEDOL: BFDTBS3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Amend Articles to Lower Quorum Requirement 2

Voter Rationale: Lowering the quorum requirement will remove a powerful incentive for the company to reach out to its independent shareholders, and such a move would not be in shareholders' interest.

Iino Kaiun Kaisha Ltd. Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Elect Director Okada, Akihiko 2.1


Page 1,193 of 2,968



Iino Kaiun Kaisha Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Osonoe, Ryuichi 2.2


Mgmt Against For Elect Director Jingu, Tomoshige 2.3


Mgmt For For Appoint Statutory Auditor Yamada, Yoshio 3

Mgmt For For Appoint Alternate Statutory Auditor Miyake, Yudai

4

ILG, Inc. Meeting Date: 06/12/2018 Country: USA

Meeting Type: Annual Ticker: ILG

Primary ISIN: US44967H1014 Primary SEDOL: BYT3YH2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Craig M. Nash Mgmt For For


Mgmt For For Elect Director David Flowers 1.2

Mgmt For For Elect Director Victoria L. Freed 1.3

Mgmt For For Elect Director Lizanne Galbreath 1.4

Mgmt For For Elect Director Chad Hollingsworth 1.5

Mgmt For For Elect Director Lewis J. Korman 1.6

Mgmt For For Elect Director Thomas J. Kuhn 1.7

Mgmt Withhold For Elect Director Thomas J. McInerney 1.8

Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Director Thomas P. Murphy, Jr. 1.9

Mgmt For For Elect Director Stephen R. Quazzo 1.10

Mgmt For For Elect Director Sergio D. Rivera 1.11

Mgmt For For Elect Director Thomas O. Ryder 1.12

Page 1,194 of 2,968



ILG, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Avy H. Stein 1.13


2

Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Iliad Meeting Date: 05/16/2018 Country: France

Meeting Type: Annual/Special Ticker: ILD


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2


3

Mgmt Against For Approve Auditors' Special Report on Related-Party Transactions

4

Voter Rationale: Shareholders should be given relevant and sufficient information to make an informed decision.

Mgmt For For Approve Transaction with NJJ Re: Minority Stake in Eir

5

Mgmt For For Approve Transaction with NJJ Re: Preferential Right

6

Mgmt For For Reelect Maxime Lombardini as Director 7

Mgmt For For Renew Appointment of PricewaterhouseCoopers Audit as Auditor

8

Mgmt For For Acknowledge End of Mandate of Etienne Boris Alternate Auditor and Decision Not to Renew

9


10

Page 1,195 of 2,968



Iliad Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Compensation of Cyril Poidatz, Chairman of the Board

11


Mgmt For For Approve Compensation of Maxime Lombardini, CEO

12


Mgmt For For Approve Compensation of Xavier Niel, Vice-CEO 13

Mgmt For For Approve Compensation of Rani Assaf, Vice-CEO 14


Mgmt For For Approve Compensation of Antoine Levavasseur, Vice-CEO

15


Mgmt For For Approve Compensation of Thomas Reynaud, Vice-CEO

16


Mgmt For For Approve Compensation of Alexis Bidinot, Vice-CEO

17

Mgmt Against For Approve Remuneration Policy of Chairman of the Board

18

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Remuneration Policy of CEO 19

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Remuneration Policy of Vice-CEOs 20

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


21


Page 1,196 of 2,968



Iliad Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plans

22

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant.


23

Mgmt For For Amend Article 22 of Bylaws to Comply with Legal Changes Re: Auditors

24


25

Illinois Tool Works Inc. Meeting Date: 05/04/2018 Country: USA

Meeting Type: Annual Ticker: ITW


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Daniel J. Brutto Mgmt For For

Mgmt Against For Elect Director Susan Crown 1b

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director James W. Griffith 1c


Mgmt For For Elect Director Jay L. Henderson 1d

Mgmt For For Elect Director Richard H. Lenny 1e


Mgmt For For Elect Director E. Scott Santi 1f


Page 1,197 of 2,968



Illinois Tool Works Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director James A. Skinner 1g

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director David B. Smith, Jr. 1h

Mgmt For For Elect Director Pamela B. Strobel 1i


Mgmt For For Elect Director Kevin M. Warren 1j


Mgmt For For Elect Director Anre D. Williams 1k



3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

SH For Against Reduce Ownership Threshold for Shareholders to Call Special Meeting

4

Voter Rationale: Holders of significant share capital should be entitled to call a special meeting. A total holding requirement of 5% is a suitable threshold to prevent abuse.

SH For Against Adopt and Report on Science-Based GHG Emissions Reduction Targets

5


Illumina, Inc. Meeting Date: 05/23/2018 Country: USA

Meeting Type: Annual Ticker: ILMN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Jay T. Flatley Mgmt For For

Page 1,198 of 2,968



Illumina, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director John W. Thompson 1b


Mgmt For For Elect Director Gary S. Guthart 1c




3


SH For Against Declassify the Board of Directors 4

Voter Rationale: The annual election of directors provides greater accountability to shareholders and is a widely accepted best practice in corporate governance. Shareholders should have the opportunity to communicate with directors regarding their performance regularly.

IMAX Corporation Meeting Date: 06/05/2018 Country: Canada

Meeting Type: Annual Ticker: IMAX

Primary ISIN: CA45245E1097 Primary SEDOL: 2473859

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Neil S. Braun Mgmt For Withhold

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Eric A. Demirian 1.2

Page 1,199 of 2,968